TO BE SO
DUE IN THE JUDGMENT CURRENCY SUCH PARTY MAY IN ACCORDANCE WITH NORMAL BANKING
PROCEDURES PURCHASE THE DENOMINATION CURRENCY WITH THE JUDGMENT CURRENCY; IF THE
AMOUNT OF THE DENOMINATION CURRENCY SO PURCHASED IS LESS THAN THE SUM ORIGINALLY
DUE TO SUCH PARTY IN THE DENOMINATION CURRENCY, THE RELEVANT BORROWER AGREES, AS
A SEPARATE OBLIGATION AND NOTWITHSTANDING ANY SUCH JUDGMENT, TO INDEMNIFY SUCH
PARTY AGAINST SUCH LOSS, AND IF THE AMOUNT OF THE DENOMINATION CURRENCY SO
PURCHASED EXCEEDS THE SUM ORIGINALLY DUE TO ANY PARTY TO THIS AGREEMENT, SUCH
PARTY AGREES TO REMIT TO THE APPLICABLE BORROWER SUCH EXCESS.
96
14.9.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED BY ONE OR MORE OF THE
PARTIES TO THIS AGREEMENT ON ANY NUMBER OF SEPARATE COUNTERPARTS (INCLUDING BY
FACSIMILE TRANSMISSION), AND ALL OF SAID COUNTERPARTS TAKEN TOGETHER SHALL BE
DEEMED TO CONSTITUTE ONE AND THE SAME INSTRUMENT.
A SET OF THE COPIES OF THIS
AGREEMENT SIGNED BY ALL THE PARTIES SHALL BE LODGED WITH THE COMPANY AND THE
GENERAL ADMINISTRATIVE AGENT.
14.10.
CONFIDENTIALITY.
(A)
EACH LENDER HEREBY AGREES TO MAINTAIN THE
CONFIDENTIALITY OF ALL CONFIDENTIAL INFORMATION AND AGREES THAT IT SHALL NOT
DISCLOSE SUCH CONFIDENTIAL INFORMATION TO THIRD PARTIES WITHOUT THE PRIOR
CONSENT OF THE COMPANY, OTHER THAN DISCLOSURE (I) ON A CONFIDENTIAL BASIS TO
DIRECTORS, OFFICERS, EMPLOYEES, LEGAL COUNSEL, ACCOUNTANTS AND OTHER
PROFESSIONAL ADVISORS OF SUCH LENDER, (II) TO OTHER LENDERS AND ANY PARTICIPANT
OF SUCH LENDER, (III) TO REGULATORY OFFICIALS HAVING JURISDICTION OVER SUCH
LENDER, (IV) AS REQUIRED BY LAW OR LEGAL PROCESS OR IN CONNECTION WITH ANY LEGAL
PROCEEDING TO WHICH SUCH LENDER IS A PARTY OR IS OTHERWISE SUBJECT, (V) TO ANY
TRANSFEREE OR PROSPECTIVE TRANSFEREE OF SUCH LENDER (PROVIDED THAT SUCH
TRANSFEREE OR PROSPECTIVE TRANSFEREE SHALL HAVE AGREED, IN WRITING, TO BE
SUBJECT TO THE PROVISIONS OF THIS SUBSECTION 14.10) OR (VI) ON A CONFIDENTIAL
BASIS TO AFFILIATES OF SUCH LENDER WHO REASONABLY COULD BE EXPECTED TO HAVE A
NEED TO KNOW SUCH INFORMATION IN CONNECTION WITH THE ADMINISTRATION BY SUCH
LENDER OF THIS AGREEMENT AND ITS EXTENSIONS OF CREDIT HEREUNDER.
(B)
FOR PURPOSES OF THIS SUBSECTION 14.10, THE TERM "CONFIDENTIAL INFORMATION"
SHALL MEAN ALL MATERIAL, NON-PUBLIC INFORMATION WHICH IS RECEIVED BY SUCH LENDER
FROM THE COMPANY OR ANY OF ITS SUBSIDIARIES AND IS CONSPICUOUSLY IDENTIFIED AS
BEING "CONFIDENTIAL", OTHER THAN (I) ANY SUCH INFORMATION WHICH, AT THE TIME OF
DELIVERY OR THEREAFTER, BECOMES GENERALLY AVAILABLE TO THE PUBLIC OTHER THAN AS
A RESULT OF A DISCLOSURE BY SUCH LENDER, (II) ANY SUCH INFORMATION WHICH WAS
AVAILABLE TO SUCH LENDER PRIOR TO ITS DISCLOSURE TO SUCH LENDER BY THE COMPANY
AND ITS SUBSIDIARIES AND (III) ANY SUCH INFORMATION WHICH BECOMES AVAILABLE TO
SUCH LENDER FROM A SOURCE OTHER THAN THE COMPANY AND ITS SUBSIDIARIES (PROVIDED
THAT SUCH SOURCE IS NOT KNOWN TO SUCH LENDER TO BE (X) BOUND BY A
CONFIDENTIALITY AGREEMENT WITH THE COMPANY AND ITS SUBSIDIARIES OR (Y) OTHERWISE
PROHIBITED FROM TRANSMITTING THE INFORMATION TO SUCH LENDER BY A CONTRACTUAL,
LEGAL OR FIDUCIARY OBLIGATION).