THERETO, PROVIDED, HOWEVER, THAT THE COMPANY SHALL
NOT BE LIABLE FOR ANY PORTION OF SUCH CLAIMS, DAMAGES, LIABILITIES AND EXPENSES
OF AN INDEMNIFIED PARTY RESULTING FROM SUCH INDEMNIFIED PARTY'S GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT OR FOR SUCH CLAIMS AND LIABILITIES SETTLED WITHOUT THE
CONSENT OF THE COMPANY.
EACH BANK AGREES TO GIVE THE COMPANY PROMPT WRITTEN
NOTICE OF ANY INVESTIGATION, LITIGATION OR PROCEEDING WHICH MAY LEAD TO A CLAIM
FOR INDEMNIFICATION UNDER THIS SECTION, PROVIDED THAT THE FAILURE TO GIVE SUCH
NOTICE SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF THE INDEMNIFICATION
HEREUNDER.
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
83
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 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, ASSIGNMENT OR OTHER ENCUMBRANCE OR DISPOSITION OR ANY