of the Administrative Agent or any
Lender to give any notice or other communication pursuant to any Loan Document
in any other manner specified in such Loan Document.
SECTION 11.24
CONVERSION OF CURRENCIES.
(A)
IF, FOR THE PURPOSE OF OBTAINING JUDGMENT
IN ANY COURT, IT IS NECESSARY TO CONVERT A SUM OWING HEREUNDER IN ONE CURRENCY
INTO ANOTHER CURRENCY, EACH PARTY HERETO AGREES, TO THE FULLEST EXTENT THAT IT
MAY EFFECTIVELY DO SO, THAT THE RATE OF EXCHANGE USED SHALL BE THAT AT WHICH IN
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accordance with normal banking procedures in the relevant jurisdiction the first
currency could be purchased with such other currency on the Business Day
immediately preceding the day on which final judgment is given.
(B)
THE OBLIGATIONS OF ENERGYSOLUTIONS IN
RESPECT OF ANY SUM DUE TO ANY PARTY HERETO OR ANY HOLDER OF THE OBLIGATIONS
OWING HEREUNDER (THE "APPLICABLE CREDITOR") SHALL, NOTWITHSTANDING ANY JUDGMENT
IN A CURRENCY (THE "JUDGMENT CURRENCY") OTHER THAN THE CURRENCY IN WHICH SUCH
SUM IS STATED TO BE DUE HEREUNDER (THE "AGREEMENT CURRENCY"), BE DISCHARGED ONLY
TO THE EXTENT THAT, ON THE BUSINESS DAY FOLLOWING RECEIPT BY THE APPLICABLE
CREDITOR OF ANY SUM ADJUDGED TO BE SO DUE IN THE JUDGMENT CURRENCY, THE
APPLICABLE CREDITOR MAY IN ACCORDANCE WITH NORMAL BANKING PROCEDURES IN THE
RELEVANT JURISDICTION PURCHASE THE AGREEMENT CURRENCY WITH THE JUDGMENT
CURRENCY; IF THE AMOUNT OF THE AGREEMENT CURRENCY SO PURCHASED IS LESS THAN THE
SUM ORIGINALLY DUE TO THE APPLICABLE CREDITOR IN THE AGREEMENT CURRENCY,
ENERGYSOLUTIONS AGREES, AS A SEPARATE OBLIGATION AND NOTWITHSTANDING ANY SUCH
JUDGMENT, TO INDEMNIFY THE APPLICABLE CREDITOR AGAINST SUCH LOSS.
THE
OBLIGATIONS OF ENERGYSOLUTIONS CONTAINED IN THIS SECTION 11.24 SHALL SURVIVE THE
TERMINATION OF THIS AGREEMENT AND THE PAYMENT OF ALL OTHER AMOUNTS OWING
HEREUNDER.
(C)
FOR PURPOSES OF THIS AGREEMENT, THE DOLLAR
EQUIVALENT OF THE AVAILABLE AMOUNT OF ANY LETTER OF CREDIT SHALL BE CALCULATED
ON THE DATE WHEN SUCH LETTER OF CREDIT IS ISSUED, ON THE FIRST BUSINESS DAY OF
EACH MONTH AND AT SUCH OTHER TIMES AS DESIGNATED BY THE ADMINISTRATIVE AGENT.
SUCH DOLLAR EQUIVALENT SHALL REMAIN IN EFFECT UNTIL THE SAME IS RECALCULATED BY
THE ADMINISTRATIVE AGENT AS PROVIDED ABOVE AND NOTICE OF SUCH RECALCULATION IS
RECEIVED BY ENERGYSOLUTIONS, IT BEING UNDERSTOOD THAT UNTIL SUCH NOTICE IS
RECEIVED, THE DOLLAR EQUIVALENT SHALL BE AS LAST REPORTED BY THE ADMINISTRATIVE
AGENT TO ENERGYSOLUTIONS.
THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY
ENERGYSOLUTIONS OF EACH SUCH DETERMINATION OF DOLLAR EQUIVALENTS.
ARTICLE 12.
WAIVER OF JURY TRIAL
SECTION 12.1
WAIVER OF JURY TRIAL.
EACH PARTY HERETO IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE)
ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS, THE LOANS, THE LETTERS
OF CREDIT OR THE ACTIONS OF ANY AGENT OR ANY LENDER PARTY IN THE NEGOTIATION,
ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.
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IN WITNESS WHEREOF, the parties hereto have caused this Third Amended and
Restated Credit