administrative
questionnaire a credit contact who may receive information that may contain
material non-public information in accordance with its compliance procedures and
applicable law, including Federal and state securities laws.
8.15
WAIVERS OF JURY TRIAL.
THE BORROWER, THE
ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
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8.16
NO BANKRUPTCY PETITION AGAINST THE BORROWER;
LIABILITY OF THE BORROWER.
(A)
EACH OF THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY COVENANTS AND
AGREES THAT, PRIOR TO THE DATE WHICH IS ONE YEAR AND ONE DAY AFTER THE PAYMENT
IN FULL OF ALL LOANS AND OTHER AMOUNTS PAYABLE HEREUNDER AND ALL PARI PASSU
INDEBTEDNESS, IT WILL NOT INSTITUTE AGAINST, OR JOIN WITH OR ASSIST ANY OTHER
PERSON IN INSTITUTING AGAINST, THE BORROWER, ANY BANKRUPTCY, REORGANIZATION,
ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS, OR OTHER PROCEEDINGS UNDER
ANY APPLICABLE INSOLVENCY LAWS.
THIS SECTION 8.16 SHALL SURVIVE THE TERMINATION
OF THIS AGREEMENT.
(B)
NOTWITHSTANDING ANY OTHER PROVISION HEREOF OR OF ANY OTHER LOAN DOCUMENTS,
THE SOLE REMEDY OF THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY OTHER PERSON
AGAINST THE BORROWER IN RESPECT OF ANY OBLIGATION, COVENANT, REPRESENTATION,
WARRANTY OR AGREEMENT OF THE BORROWER UNDER OR RELATED TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT SHALL BE AGAINST THE ASSETS OF THE BORROWER.
NEITHER THE
ADMINISTRATIVE AGENT, NOR ANY LENDER NOR ANY OTHER PERSON SHALL HAVE ANY CLAIM
AGAINST THE BORROWER TO THE EXTENT THAT SUCH ASSETS ARE INSUFFICIENT TO MEET
SUCH OBLIGATIONS, COVENANT, REPRESENTATION, WARRANTY OR AGREEMENT (THE
DIFFERENCE BEING REFERRED TO HEREIN AS A "SHORTFALL") AND ALL CLAIMS IN RESPECT
OF THE SHORTFALL SHALL BE EXTINGUISHED; PROVIDED, HOWEVER, THAT THE PROVISIONS
OF THIS SECTION 8.16 APPLY SOLELY TO THE OBLIGATIONS OF THE BORROWER AND SHALL
NOT EXTINGUISH SUCH SHORTFALL OR OTHERWISE RESTRICT SUCH PERSON'S RIGHTS OR
REMEDIES AGAINST THE GUARANTOR FOR PURPOSES OF THE OBLIGATIONS OF THE GUARANTOR
TO ANY PERSON UNDER THE GUARANTY AGREEMENT.
8.17
CONVERSION OF APPROVED CURRENCIES INTO DOLLARS.
UNLESS THE CONTEXT OTHERWISE REQUIRES, ANY CALCULATION OF AN AMOUNT OR
PERCENTAGE THAT IS REQUIRED TO BE MADE BY THE BORROWER OR THE ADMINISTRATIVE
AGENT UNDER THE LOAN DOCUMENTS SHALL BE MADE BY FIRST CONVERTING ANY AMOUNTS
DENOMINATED IN MASTER TRUST APPROVED CURRENCIES OTHER THAN DOLLARS INTO DOLLARS
AT THE RATE OF EXCHANGE PURSUANT TO SECTION 1.2(E).
8.18
U.S.A. PATRIOT ACT.
EACH LENDER HEREBY NOTIFIES
THE BORROWER THAT PURSUANT TO THE REQUIREMENTS OF THE USA PATRIOT ACT (TITLE III
OF PUB. L. 107-56 (SIGNED INTO LAW OCTOBER 26, 2001)) (THE "ACT"), IT IS
REQUIRED TO OBTAIN, VERIFY AND RECORD INFORMATION THAT IDENTIFIES THE BORROWER,
WHICH INFORMATION INCLUDES THE NAME AND ADDRESS OF THE BORROWER AND OTHER
INFORMATION THAT WILL ALLOW SUCH LENDER TO IDENTIFY THE BORROWER IN ACCORDANCE
WITH THE ACT.
[signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Revolving Credit
Agreement to be duly executed and delivered by their proper and