ANY MORTGAGE OR OTHERWISE.
(b)
It is acknowledged and agreed by all parties
hereto that provisions of this Section 12.17 are solely for the benefit of the
Agents and Lenders (and not the Borrower or any other Credit Party), and, that
notwithstanding anything to the contrary contained herein, the provisions hereof
may be modified, waived or amended only with the consent of the Required Lenders
and each Agent (if any) who would have a voting percentage of at least 5% in
determining Required Lenders at such time, with no consent of any Credit Party
being required in connection with any modification, amendment or waiver of the
provisions of this Section 12.17 effected in accordance with the preceding
portion of this sentence.
12.18
USA 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 MAY BE 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, AND THE BORROWER
AGREES TO PROVIDE SUCH INFORMATION FROM TIME TO TIME TO ANY LENDER.
12.19
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
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OF EXCHANGE USED SHALL BE THAT AT WHICH IN 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 THE BORROWER 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, THE BORROWER AGREES, AS A
SEPARATE OBLIGATION AND NOTWITHSTANDING ANY SUCH JUDGMENT, TO INDEMNIFY THE
APPLICABLE CREDITOR AGAINST SUCH LOSS.
THE OBLIGATIONS OF THE BORROWER
CONTAINED IN THIS SECTION 12.19 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT
AND THE PAYMENT OF ALL OTHER AMOUNTS OWING HEREUNDER.
SECTION 13.
HOLDINGS GUARANTY.
13.01
THE GUARANTY.
IN ORDER TO INDUCE THE LENDERS TO ENTER INTO THIS
AGREEMENT AND TO EXTEND CREDIT HEREUNDER