ANY OF THEIR RESPECTIVE AFFILIATES NOR ANY LOAN PARTY
PROVIDE ACCOUNTING, TAX OR LEGAL ADVICE.
NOTWITHSTANDING ANYTHING PROVIDED
HEREIN, AND ANY EXPRESS OR IMPLIED CLAIMS OF EXCLUSIVITY OR PROPRIETARY RIGHTS,
EACH PARTY HERETO HEREBY AGREES AND ACKNOWLEDGES THAT EACH SUCH PARTY (AND EACH
OF THEIR EMPLOYEES, REPRESENTATIVES OR OTHER AGENTS) ARE AUTHORIZED TO DISCLOSE
TO ANY AND ALL PERSONS, BEGINNING IMMEDIATELY UPON COMMENCEMENT OF THEIR
DISCUSSIONS AND WITHOUT LIMITATION OF ANY KIND, THE TAX TREATMENT AND TAX
STRUCTURE OF THE TRANSACTION, AND ALL MATERIALS OF ANY KIND
141
(INCLUDING OPINIONS OR OTHER TAX ANALYSES) THAT ARE PROVIDED BY ANY SUCH PARTY
TO ANY OTHER PARTY RELATING TO SUCH TAX TREATMENT AND TAX STRUCTURE, EXCEPT TO
THE EXTENT THAT SUCH DISCLOSURE IS SUBJECT TO RESTRICTIONS REASONABLY NECESSARY
TO COMPLY WITH SECURITIES LAWS.
IN THIS REGARD, EACH PARTY HERETO ACKNOWLEDGES
AND AGREES THAT DISCLOSURE OF THE TAX TREATMENT AND TAX STRUCTURE OF THE
TRANSACTION HAS NOT BEEN AND IS NOT LIMITED IN ANY MANNER BY AN EXPRESS OR
IMPLIED UNDERSTANDING OR AGREEMENT (WHETHER ORAL OR WRITTEN, AND WHETHER OR NOT
SUCH UNDERSTANDING OR AGREEMENT IS LEGALLY BINDING), EXCEPT TO THE EXTENT THAT
SUCH DISCLOSURE IS SUBJECT TO RESTRICTIONS REASONABLY NECESSARY TO COMPLY WITH
SECURITIES LAWS.
FOR PURPOSES OF THIS AUTHORIZATION, "TAX TREATMENT" MEANS THE
PURPORTED OR CLAIMED U.S. FEDERAL INCOME TAX TREATMENT OF THE TRANSACTION, AND
"TAX STRUCTURE" MEANS ANY FACT THAT MAY BE RELEVANT TO UNDERSTANDING THE
PURPORTED OR CLAIMED U.S. FEDERAL INCOME TAX TREATMENT OF THE TRANSACTION.
THIS
PARAGRAPH IS INTENDED TO REFLECT THE UNDERSTANDING OF THE PARTIES HERETO THAT
THE TRANSACTION HAS NOT BEEN OFFERED UNDER "CONDITIONS OF CONFIDENTIALITY" AS
THAT PHRASE IS USED IN TREASURY REGULATION §§ 1.6011-4(B)(3)(I) AND 30
1.6111-2(C)(1), AND SHALL BE INTERPRETED IN A MANNER CONSISTENT THEREWITH.
SECTION 9.17
Conversion of Currencies.
(a)
If, for the purpose of obtaining
judgment in any court, it is necessary to convert a sum owing hereunder in one
currency into another currency, each party hereto (including any Foreign
Subsidiary Borrower) agrees, to the fullest extent that it may effectively do
so, that the rate of exchange used shall be that at which in accordance with
normal banking procedures in the relevant jurisdiction the first currency could
be purchased with such other currency on the Business Day immediately preceding
the day on which final judgment is given.
(B)
THE OBLIGATIONS OF EACH BORROWER IN RESPECT
OF ANY SUM DUE TO ANY PARTY HERETO OR ANY HOLDER OF THE OBLIGATIONS OWING
HEREUNDER (THE "APPLICABLE CREDITOR") SHALL, NOTWITHSTANDING ANY JUDGMENT IN A
CURRENCY (THE "JUDGMENT CURRENCY") OTHER THAN THE CURRENCY IN WHICH SUCH SUM IS
STATED TO BE DUE HEREUNDER (THE "AGREEMENT CURRENCY"), BE DISCHARGED ONLY TO THE
EXTENT THAT, ON THE BUSINESS DAY FOLLOWING RECEIPT BY THE APPLICABLE CREDITOR OF
ANY SUM ADJUDGED TO BE SO DUE IN THE JUDGMENT CURRENCY, THE APPLICABLE CREDITOR
MAY IN ACCORDANCE WITH NORMAL BANKING PROCEDURES IN THE RELEVANT JURISDICTION
PURCHASE THE AGREEMENT CURRENCY WITH THE JUDGMENT CURRENCY; IF THE AMOUNT OF THE
AGREEMENT CURRENCY