ANY INDEMNIFIED
PARTY, ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR
PUNITIVE DAMAGES ("EXCLUDED DAMAGES"), AS OPPOSED TO DIRECT OR ACTUAL DAMAGES,
ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF, THE ADVANCES, THE LETTERS
OF CREDIT, THE NOTES, THIS AGREEMENT, ANY LETTER OF CREDIT REIMBURSEMENT
AGREEMENT, ANY LOCAL CURRENCY ADDENDUM, ANY OF THE TRANSACTIONS CONTEMPLATED
HEREBY, OR THE USE OF THE PROCEEDS OF THE BORROWINGS OR THE LETTERS OF CREDIT BY
THE BORROWERS OR THE BENEFICIARIES UNDER ANY LETTERS OF CREDIT, EXCEPT TO THE
EXTENT ANY SUCH EXCLUDED DAMAGES RESULT FROM SUCH INDEMNIFIED PARTY'S WILLFUL
MISCONDUCT.
SECTION 9.13. CONFIDENTIALITY. EACH BANK AND EACH ISSUING BANK HEREBY AGREES
THAT IT WILL USE REASONABLE EFFORTS TO KEEP CONFIDENTIAL ANY INFORMATION FROM
TIME TO TIME SUPPLIED TO IT BY THE COMPANY UNDER SECTION 5.01(B) OR OTHERWISE IN
CONNECTION WITH THIS AGREEMENT, WHICH THE COMPANY DESIGNATES IN WRITING AT THE
TIME OF ITS DELIVERY TO THE BANK OR ISSUING BANK IS TO BE TREATED
CONFIDENTIALLY; PROVIDED, HOWEVER, THAT NOTHING HEREIN SHALL AFFECT THE
DISCLOSURE OF ANY SUCH INFORMATION TO:
(I) THE EXTENT REQUIRED BY STATUTE,
RULE, REGULATION OR JUDICIAL PROCESS; (II) COUNSEL FOR ANY BANK, ANY ISSUING
BANK, THE AGENT, THE EURO-AGENT OR ANY LOCAL CURRENCY AGENT OR TO THEIR
RESPECTIVE ACCOUNTANTS; (III) BANK EXAMINERS AND AUDITORS; (IV) THE AGENT, THE
EURO-AGENT, ANY LOCAL CURRENCY AGENT, ANY LOCAL CURRENCY BANK, ANY ISSUING BANK,
ANY OTHER BANK, OR, SUBJECT TO THE PROVISIONS OF SECTION 9.08(F), ANY TRANSFEREE
OR PROSPECTIVE TRANSFEREE OF ANY NOTE; OR (V) ANY OTHER PERSON IN CONNECTION
WITH ANY LITIGATION TO
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WHICH ANY ONE OR MORE OF THE BANKS OR AN ISSUING BANK IS A PARTY; PROVIDED
FURTHER, HOWEVER, THAT EACH BANK AND EACH ISSUING BANK HEREBY AGREES THAT IT
WILL USE REASONABLE EFFORTS TO PROMPTLY NOTIFY THE COMPANY OF ANY REQUEST FOR
INFORMATION UNDER THIS SUBPART (V) OR WITH RESPECT TO ANY REQUEST FOR
INFORMATION NOT ENUMERATED IN THIS SECTION 9.13.
SECTION 9.14. NON-RELIANCE BY THE BANKS. EACH BANK BY ITS SIGNATURE TO THIS
AGREEMENT REPRESENTS AND WARRANTS THAT (I) IT HAS NOT RELIED IN THE EXTENSION OF
THE CREDIT CONTEMPLATED BY THIS AGREEMENT, NOR WILL IT RELY IN THE MAINTENANCE
THEREOF, UPON ANY ASSETS OF THE COMPANY OR ITS SUBSIDIARIES CONSISTING OF MARGIN
STOCK AS COLLATERAL AND (II) AFTER REVIEWING THE FINANCIAL STATEMENTS OF THE
COMPANY AND ITS SUBSIDIARIES REFERRED TO IN SECTION 4.01(E), SUCH BANK HAS
CONCLUDED THEREFROM THAT THE CONSOLIDATED CASH FLOW OF THE COMPANY AND ITS
SUBSIDIARIES IS SUFFICIENT TO SUPPORT THE CREDIT EXTENDED TO THE COMPANY
PURSUANT TO THIS AGREEMENT.
SECTION 9.15. NO INDIRECT SECURITY. NOTWITHSTANDING ANY SECTION OR PROVISION OF
THIS AGREEMENT TO THE CONTRARY, NOTHING IN THIS AGREEMENT SHALL (I) RESTRICT OR
LIMIT THE RIGHT OR ABILITY OF THE COMPANY OR ANY OF ITS SUBSIDIARIES TO PLEDGE,
MORTGAGE, SELL, ASSIGN, OR OTHERWISE ENCUMBER OR DISPOSE OF ANY MARGIN STOCK, OR
(II) CREATE AN EVENT OF DEFAULT ARISING OUT OF OR RELATING TO ANY SUCH PLEDGE,
MORTGAGE, SALE,