CONVERSION DATE.
ANY AMOUNT DUE FROM A CREDIT PARTY UNDER THIS SECTION 1.19(B)
SHALL BE DUE AS A SEPARATE DEBT AND SHALL NOT BE AFFECTED BY JUDGMENT BEING
OBTAINED FOR ANY OTHER AMOUNTS DUE UNDER OR IN RESPECT OF ANY OF THE LOAN
DOCUMENTS.
(C)
THE TERM "RATE OF EXCHANGE" IN THIS
SECTION 1.19 MEANS THE RATE OF EXCHANGE AT WHICH AGENT WOULD, ON THE RELEVANT
DATE AT OR ABOUT NOON (NEW YORK CITY TIME), BE PREPARED TO SELL THE OBLIGATION
CURRENCY AGAINST THE JUDGMENT CURRENCY.
(D)
ANY AMOUNT RECEIVED OR RECOVERED BY AGENT IN
RESPECT OF ANY SUM EXPRESSED TO BE DUE TO IT (WHETHER FOR ITSELF OR AS TRUSTEE
FOR ANY OTHER PERSON) FROM ANY CREDIT PARTY UNDER THIS AGREEMENT OR UNDER ANY OF
THE OTHER LOAN DOCUMENTS IN A CURRENCY OTHER THAN THE CURRENCY (THE "CONTRACTUAL
CURRENCY") IN WHICH SUCH SUM IS SO EXPRESSED TO BE DUE (WHETHER AS A RESULT OF,
OR FROM THE ENFORCEMENT OF, ANY JUDGMENT OR ORDER OF A COURT OR TRIBUNAL OF ANY
JURISDICTION, THE WINDING-UP OF BORROWER OR OTHERWISE) SHALL ONLY CONSTITUTE A
DISCHARGE OF BORROWER TO THE EXTENT OF THE AMOUNT OF THE CONTRACTUAL CURRENCY
THAT AGENT IS ABLE, IN ACCORDANCE WITH ITS USUAL PRACTICE, TO PURCHASE WITH THE
AMOUNT OF THE CURRENCY SO RECEIVED OR RECOVERED ON THE DATE OF RECEIPT OR
RECOVERY (OR, IF LATER, THE FIRST DATE ON WHICH SUCH PURCHASE IS PRACTICABLE).
IF THE AMOUNT OF THE CONTRACTUAL CURRENCY SO PURCHASED IS LESS THAN THE AMOUNT
OF
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THE CONTRACTUAL CURRENCY SO EXPRESSED TO BE DUE, BORROWER SHALL INDEMNIFY AGENT
AGAINST ANY LOSS SUSTAINED BY IT AS A RESULT, INCLUDING THE COST OF MAKING ANY
SUCH PURCHASE.
2.
CONDITIONS PRECEDENT
2.1
Conditions to the Initial Loans.
No Lender
shall be obligated to make any Loan or incur any Letter of Credit Obligations on
the Effective Date, or to take, fulfill, or perform any other action hereunder,
until the following conditions have been satisfied or provided for in a manner
satisfactory to Agent, or waived in writing by Agent and Requisite Lenders:
(A)
CREDIT AGREEMENT; LOAN DOCUMENTS.
THIS
AGREEMENT OR COUNTERPARTS HEREOF SHALL HAVE BEEN DULY EXECUTED BY, AND DELIVERED
TO, BORROWER, AGENT AND LENDERS; AND AGENT SHALL HAVE RECEIVED SUCH DOCUMENTS,
INSTRUMENTS, AGREEMENTS AND LEGAL OPINIONS AS AGENT SHALL REASONABLY REQUEST IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS, INCLUDING ALL THOSE LISTED IN THE CLOSING CHECKLIST ATTACHED
HERETO AS ANNEX D, EACH IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO AGENT.
(B)
APPROVALS.
AGENT SHALL HAVE RECEIVED (I)
SATISFACTORY EVIDENCE THAT THE CREDIT PARTIES HAVE OBTAINED ALL REQUIRED
CONSENTS AND APPROVALS OF ALL PERSONS (INCLUDING ALL REQUISITE GOVERNMENTAL
AUTHORITIES) TO THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS OR (II) AN OFFICER'S CERTIFICATE IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO AGENT AFFIRMING THAT NO SUCH CONSENTS OR APPROVALS
ARE REQUIRED.
IN ADDITION, AGENT SHALL HAVE RECEIVED AN OFFICER'S CERTIFICATE
IN FORM AND SUBSTANCE REASONABLY