(THE "JUDGMENT
CURRENCY") OTHER THAN THAT IN WHICH SUCH SUM IS DENOMINATED IN ACCORDANCE WITH
THE APPLICABLE PROVISIONS OF THIS AGREEMENT (THE "AGREEMENT CURRENCY"), BE
DISCHARGED ONLY TO THE EXTENT THAT ON THE BUSINESS DAY FOLLOWING RECEIPT BY THE
ADMINISTRATIVE
122
AGENT OR SUCH LENDER OF ANY SUM ADJUDGED TO BE SO DUE IN THE JUDGMENT CURRENCY,
THE ADMINISTRATIVE AGENT OR SUCH LENDER MAY IN ACCORDANCE WITH NORMAL BANKING
PROCEDURES 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 ADMINISTRATIVE AGENT OR SUCH LENDER IN THE AGREEMENT CURRENCY, EACH
CREDIT PARTY AGREES, AS A SEPARATE OBLIGATION AND NOTWITHSTANDING ANY SUCH
JUDGMENT, TO INDEMNIFY THE ADMINISTRATIVE AGENT OR SUCH LENDER OR THE PERSON TO
WHOM SUCH OBLIGATION WAS OWING AGAINST SUCH LOSS.
IF THE AMOUNT OF THE
AGREEMENT CURRENCY SO PURCHASED IS GREATER THAN THE SUM ORIGINALLY DUE TO THE
ADMINISTRATIVE AGENT OR SUCH LENDER IN SUCH CURRENCY, THE ADMINISTRATIVE AGENT
OR SUCH LENDER AGREES TO RETURN THE AMOUNT OF ANY EXCESS TO THE APPLICABLE
CREDIT PARTY (OR TO ANY OTHER PERSON WHO MAY BE ENTITLED THERETO UNDER
APPLICABLE LAW).
11.15
COUNTERPARTS; EFFECTIVENESS.
THIS AGREEMENT MAY BE
EXECUTED IN ANY NUMBER OF COUNTERPARTS AND BY DIFFERENT PARTIES HERETO ON
SEPARATE COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE AN
ORIGINAL, BUT ALL OF WHICH SHALL TOGETHER CONSTITUTE ONE AND THE SAME
INSTRUMENT.
THIS AGREEMENT SHALL BECOME EFFECTIVE AS OF THE CLOSING DATE UPON
(I) THE EXECUTION OF A COUNTERPART HEREOF BY EACH OF THE PARTIES HERETO AND
RECEIPT BY THE ADMINISTRATIVE AGENT AND THE COMPANY OF WRITTEN OR TELEPHONIC
NOTIFICATION OF SUCH EXECUTION AND AUTHORIZATION OF DELIVERY THEREOF AND
(II) THE SATISFACTION OF THE CONDITIONS PRECEDENT SET FORTH IN SECTION 4.1 (AND
WITH RESPECT TO THE INITIAL BORROWINGS ON THE CLOSING DATE, SECTION 4.2).
EACH
BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER AGREES THAT, AT SUCH TIME AS
THIS AGREEMENT HAS BECOME EFFECTIVE, (I) THE EXISTING CREDIT AGREEMENT SHALL
AUTOMATICALLY BE DEEMED AMENDED AND RESTATED IN ITS ENTIRETY BY THIS AGREEMENT,
AND (II) ALL OF THE PROMISSORY NOTES EXECUTED PURSUANT TO THE EXISTING CREDIT
AGREEMENT SHALL AUTOMATICALLY BE SUBSTITUTED AND REPLACED BY THE NOTES EXECUTED
IN CONNECTION WITH THIS AGREEMENT.
11.16
DISCLOSURE OF INFORMATION.
THE COMPANY AGREES AND
CONSENTS TO THE ADMINISTRATIVE AGENT'S AND THE ARRANGER'S DISCLOSURE OF
INFORMATION RELATING TO THIS TRANSACTION TO GOLD SHEETS AND OTHER SIMILAR BANK
TRADE PUBLICATIONS.
SUCH INFORMATION WILL CONSIST OF DEAL TERMS AND OTHER
INFORMATION CUSTOMARILY FOUND IN SUCH PUBLICATIONS.
11.17
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE OTHER
DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED IN CONNECTION HEREWITH
(A) EMBODY THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES HERETO AND
THERETO RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF, (B) SUPERSEDE ANY AND
ALL PRIOR AGREEMENTS AND UNDERSTANDINGS OF SUCH PERSONS, ORAL OR WRITTEN,
RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF (BUT SPECIFICALLY EXCLUDING
THE FEE LETTER), AND (C) MAY NOT BE AMENDED,