OF 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
SECTION 9.14.
EXECUTION IN COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN SEPARATE COUNTERPARTS,
EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL AND ALL OF
WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
SECTION 9.15.
ENTIRE AGREEMENT.
THIS AGREEMENT, TOGETHER WITH THE OTHER LOAN
DOCUMENTS, EMBODIES THE ENTIRE AGREEMENT AND UNDERSTANDING AMONG THE LOAN
PARTIES, THE LENDERS, THE ISSUING LENDERS AND THE ADMINISTRATIVE AGENT, AND
SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS AGREEMENTS AND UNDERSTANDINGS OF SUCH
PERSONS, VERBAL OR WRITTEN, RELATING TO
83
THE SUBJECT MATTER HEREOF AND THEREOF, EXCEPT FOR THE FEE LETTER DATED MAY 7,
2007 AMONG THE BORROWER AND LASALLE, AND ANY PRIOR ARRANGEMENTS MADE WITH
RESPECT TO THE PAYMENT BY THE BORROWER OF (OR ANY INDEMNIFICATION FOR) ANY FEES,
COSTS OR EXPENSES PAYABLE TO OR INCURRED (OR TO BE INCURRED) BY OR ON BEHALF OF
THE ADMINISTRATIVE AGENT OR THE LENDERS
SECTION 9.16.
NON-CONFIDENTIALITY OF TAX STRUCTURE.
NOTWITHSTANDING ANYTHING
HEREIN TO THE CONTRARY, EACH PARTY HERETO (AND EACH AFFILIATE AND PERSON ACTING
ON BEHALF OF ANY SUCH PARTY) AGREES THAT EACH PARTY (AND EACH EMPLOYEE,
REPRESENTATIVE, AND OTHER AGENT OF SUCH PARTY) MAY DISCLOSE TO ANY AND ALL
PERSONS, WITHOUT LIMITATION OF ANY KIND, THE TAX TREATMENT AND TAX STRUCTURE OF
THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND ALL MATERIALS OF ANY KIND
(INCLUDING OPINIONS OR OTHER TAX ANALYSES) THAT ARE PROVIDED TO SUCH PARTY OR
SUCH PERSON RELATING TO SUCH TAX TREATMENT AND TAX STRUCTURE, EXCEPT TO THE
EXTENT NECESSARY TO COMPLY WITH ANY APPLICABLE FEDERAL OR STATE SECURITIES
LAWS.
THIS AUTHORIZATION IS NOT INTENDED TO PERMIT DISCLOSURE OF ANY OTHER
INFORMATION INCLUDING (WITHOUT LIMITATION) (I) ANY PORTION OF ANY MATERIALS TO
THE EXTENT NOT RELATED TO THE TAX TREATMENT OR TAX STRUCTURE OF THE TRANSACTION,
(II) THE IDENTITIES OF PARTICIPANTS OR POTENTIAL PARTICIPANTS IN THE
TRANSACTION, (III) THE EXISTENCE OR STATUS OF ANY NEGOTIATIONS, (IV) ANY PRICING
OR FINANCIAL INFORMATION (EXCEPT TO THE EXTENT SUCH PRICING OR FINANCIAL
INFORMATION IS RELATED TO THE TAX TREATMENT OR TAX STRUCTURE OF THE
TRANSACTION), OR (V) ANY OTHER TERM OR DETAIL NOT RELEVANT TO THE TAX TREATMENT
OR THE TAX STRUCTURE OF THE TRANSACTION.
SECTION 9.17.
ADDITIONAL ALTERNATIVE CURRENCIES.
(A)
THE BORROWER MAY FROM TIME TO TIME REQUEST THAT EURODOLLAR RATE
LOANS BE MADE AND/OR LETTERS OF CREDIT BE ISSUED IN A CURRENCY OTHER THAN THOSE
SPECIFICALLY LISTED IN THE DEFINITION OF "ALTERNATIVE CURRENCY;" PROVIDED THAT
SUCH REQUESTED CURRENCY IS A LAWFUL CURRENCY (OTHER THAN DOLLARS) THAT IS
READILY AVAILABLE AND FREELY TRANSFERABLE AND CONVERTIBLE INTO DOLLARS.
IN THE
CASE OF ANY SUCH REQUEST WITH RESPECT TO THE MAKING OF EURODOLLAR RATE LOANS,
SUCH REQUEST SHALL BE SUBJECT TO THE APPROVAL OF THE ADMINISTRATIVE AGENT AND
THE LENDERS; AND IN THE CASE OF ANY SUCH REQUEST WITH RESPECT TO THE ISSUANCE OF
LETTERS OF CREDIT, SUCH REQUEST SHALL BE SUBJECT