OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
SECTION 10.11.
JUDGMENT CURRENCY.
THIS IS AN INTERNATIONAL LOAN TRANSACTION IN
WHICH THE SPECIFICATION OF DOLLARS OR ANY FOREIGN CURRENCY, AS THE CASE MAY BE
(THE "SPECIFIED CURRENCY"), AND PAYMENT IN NEW YORK CITY OR THE COUNTRY OF THE
SPECIFIED CURRENCY, AS THE CASE MAY BE (THE "SPECIFIED PLACE"), IS OF THE
ESSENCE, AND THE SPECIFIED CURRENCY SHALL BE THE CURRENCY OF ACCOUNT IN ALL
EVENTS RELATING TO LOANS DENOMINATED IN THE SPECIFIED CURRENCY.
THE PAYMENT
OBLIGATIONS OF THE OBLIGORS UNDER THIS AGREEMENT SHALL NOT BE DISCHARGED OR
SATISFIED BY AN AMOUNT PAID IN ANOTHER CURRENCY OR IN ANOTHER PLACE, WHETHER
PURSUANT TO A JUDGMENT OR OTHERWISE, TO THE EXTENT THAT THE AMOUNT SO PAID ON
CONVERSION TO THE SPECIFIED CURRENCY AND
Credit Agreement
- 95 -
TRANSFER TO THE SPECIFIED PLACE UNDER NORMAL BANKING PROCEDURES DOES NOT YIELD
THE AMOUNT OF THE SPECIFIED CURRENCY AT THE SPECIFIED PLACE DUE HEREUNDER.
IF
FOR THE PURPOSE OF OBTAINING JUDGMENT IN ANY COURT IT IS NECESSARY TO CONVERT A
SUM DUE HEREUNDER IN THE SPECIFIED CURRENCY INTO ANOTHER CURRENCY (THE "SECOND
CURRENCY"), THE RATE OF EXCHANGE THAT SHALL BE APPLIED SHALL BE THE RATE AT
WHICH IN ACCORDANCE WITH NORMAL BANKING PROCEDURES THE ADMINISTRATIVE AGENT
COULD PURCHASE THE SPECIFIED CURRENCY WITH THE SECOND CURRENCY ON THE BUSINESS
DAY NEXT PRECEDING THE DAY ON WHICH SUCH JUDGMENT IS RENDERED.
THE OBLIGATIONS
OF EACH OF THE OBLIGORS IN RESPECT OF ANY SUCH SUM DUE FROM IT TO THE
ADMINISTRATIVE AGENT, ANY ISSUING LENDER OR ANY LENDER HEREUNDER OR UNDER ANY
OTHER LOAN DOCUMENT (IN THIS SECTION CALLED AN "ENTITLED PERSON") SHALL,
NOTWITHSTANDING THE RATE OF EXCHANGE ACTUALLY APPLIED IN RENDERING SUCH
JUDGMENT, BE DISCHARGED ONLY TO THE EXTENT THAT ON THE BUSINESS DAY FOLLOWING
RECEIPT BY SUCH ENTITLED PERSON OF ANY SUM ADJUDGED TO BE DUE HEREUNDER IN THE
SECOND CURRENCY SUCH ENTITLED PERSON MAY IN ACCORDANCE WITH NORMAL BANKING
PROCEDURES PURCHASE AND TRANSFER TO THE SPECIFIED PLACE THE SPECIFIED CURRENCY
WITH THE AMOUNT OF THE SECOND CURRENCY SO ADJUDGED TO BE DUE; AND EACH OF THE
OBLIGORS HEREBY, AS A SEPARATE OBLIGATION AND NOTWITHSTANDING ANY SUCH JUDGMENT,
AGREES TO INDEMNIFY SUCH ENTITLED PERSON AGAINST, AND TO PAY SUCH ENTITLED
PERSON ON DEMAND, IN THE SPECIFIED CURRENCY, THE AMOUNT (IF ANY) BY WHICH THE
SUM ORIGINALLY DUE TO SUCH ENTITLED PERSON IN THE SPECIFIED CURRENCY HEREUNDER
EXCEEDS THE AMOUNT OF THE SPECIFIED CURRENCY SO PURCHASED AND TRANSFERRED.
SECTION 10.12.
HEADINGS.
ARTICLE AND SECTION HEADINGS AND THE TABLE OF
CONTENTS USED HEREIN ARE FOR CONVENIENCE OF REFERENCE ONLY, ARE NOT PART OF THIS
AGREEMENT AND SHALL NOT AFFECT THE CONSTRUCTION OF, OR BE TAKEN INTO
CONSIDERATION IN INTERPRETING, THIS AGREEMENT.
SECTION 10.13.
CONFIDENTIALITY.
EACH OF THE ADMINISTRATIVE AGENT, THE ISSUING
LENDERS AND THE LENDERS AGREES TO MAINTAIN THE CONFIDENTIALITY OF THE
INFORMATION (AS DEFINED BELOW), EXCEPT THAT INFORMATION MAY BE DISCLOSED