JUDGMENT IS GIVEN.
IN THE EVENT THAT THERE IS A CHANGE IN THE
RATE OF EXCHANGE RATE PREVAILING BETWEEN THE BUSINESS DAY BEFORE THE DAY ON
WHICH THE JUDGMENT IS GIVEN AND THE DATE OF RECEIPT BY AGENT OF THE AMOUNT DUE,
BORROWERS WILL, ON THE DATE OF RECEIPT BY AGENT, PAY SUCH ADDITIONAL AMOUNTS, IF
ANY, OR BE ENTITLED TO RECEIVE REIMBURSEMENT OF SUCH AMOUNT, IF ANY, AS MAY BE
NECESSARY TO ENSURE THAT THE AMOUNT RECEIVED BY AGENT ON SUCH DATE IS THE AMOUNT
IN THE JUDGMENT CURRENCY WHICH WHEN CONVERTED AT THE RATE OF EXCHANGE PREVAILING
ON THE DATE OF RECEIPT BY AGENT IS THE AMOUNT THEN DUE UNDER THIS AGREEMENT OR
SUCH OTHER OF THE FINANCING AGREEMENTS IN THE CURRENCY DUE.
IF THE AMOUNT OF
THE CURRENCY DUE WHICH AGENT IS ABLE TO PURCHASE IS LESS THAN THE AMOUNT OF THE
CURRENCY DUE ORIGINALLY DUE TO IT, BORROWERS SHALL INDEMNIFY AND SAVE AGENT
HARMLESS FROM AND AGAINST LOSS OR DAMAGE ARISING AS A RESULT OF SUCH
DEFICIENCY.
THE INDEMNITY CONTAINED HEREIN SHALL CONSTITUTE AN OBLIGATION
SEPARATE AND INDEPENDENT FROM THE OTHER OBLIGATIONS CONTAINED IN THIS AGREEMENT
AND THE OTHER FINANCING AGREEMENTS, SHALL GIVE RISE TO A SEPARATE AND
INDEPENDENT CAUSE OF ACTION, SHALL APPLY IRRESPECTIVE OF ANY INDULGENCE GRANTED
BY AGENT FROM TIME TO TIME AND SHALL CONTINUE IN FULL FORCE AND EFFECT
NOTWITHSTANDING ANY JUDGMENT OR ORDER FOR A LIQUIDATED SUM IN RESPECT OF AN
AMOUNT DUE UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR
UNDER ANY JUDGMENT OR ORDER.
111
SECTION 12.
THE AGENT
12.1
APPOINTMENT, POWERS AND IMMUNITIES.
EACH SECURED PARTY IRREVOCABLY
DESIGNATES, APPOINTS AND AUTHORIZES WACHOVIA CAPITAL TO ACT AS AGENT HEREUNDER
AND UNDER THE OTHER FINANCING AGREEMENTS WITH SUCH POWERS AS ARE SPECIFICALLY
DELEGATED TO AGENT BY THE TERMS OF THIS AGREEMENT AND OF THE OTHER FINANCING
AGREEMENTS, TOGETHER WITH SUCH OTHER POWERS AS ARE REASONABLY INCIDENTAL
THERETO.
AGENT (A) SHALL HAVE NO DUTIES OR RESPONSIBILITIES EXCEPT THOSE
EXPRESSLY SET FORTH IN THIS AGREEMENT AND IN THE OTHER FINANCING AGREEMENTS, AND
SHALL NOT BY REASON OF THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT BE A
TRUSTEE OR FIDUCIARY FOR ANY SECURED PARTY; (B) SHALL NOT BE RESPONSIBLE TO
SECURED PARTIES FOR ANY RECITALS, STATEMENTS, REPRESENTATIONS OR WARRANTIES
CONTAINED IN THIS AGREEMENT OR IN ANY OF THE OTHER FINANCING AGREEMENTS, OR IN
ANY CERTIFICATE OR OTHER DOCUMENT REFERRED TO OR PROVIDED FOR IN, OR RECEIVED BY
ANY OF THEM UNDER, THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT, OR FOR THE
VALUE, VALIDITY, EFFECTIVENESS, GENUINENESS, ENFORCEABILITY OR SUFFICIENCY OF
THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT OR ANY OTHER DOCUMENT REFERRED
TO OR PROVIDED FOR HEREIN OR THEREIN OR FOR ANY FAILURE BY ANY BORROWER OR ANY
GUARANTOR OR ANY OTHER PERSON TO PERFORM ANY OF ITS OBLIGATIONS HEREUNDER OR
THEREUNDER; AND (C) SHALL NOT BE RESPONSIBLE TO SECURED PARTIES FOR ANY ACTION
TAKEN OR OMITTED TO BE TAKEN BY IT HEREUNDER OR UNDER ANY OTHER FINANCING
AGREEMENT OR