deemed to have been made as of the opening of business on
the immediately following Business Day. All Loans under this Agreement shall be
conclusively presumed to have been made to, and at the request of and for the
benefit of, Borrowers or when deposited to the credit of any Borrower or
otherwise disbursed or established in accordance with the instructions of
Borrowers or in accordance with the terms and conditions of this Agreement.
6.6
USE OF PROCEEDS.
BORROWERS SHALL USE THE PROCEEDS OF THE LOANS
PROVIDED BY OR ON BEHALF OF LENDERS TO BORROWERS HEREUNDER ONLY FOR (A) COSTS,
EXPENSES AND FEES IN CONNECTION WITH THE PREPARATION, NEGOTIATION, EXECUTION AND
DELIVERY OF THIS AGREEMENT AND THE OTHER FINANCING AGREEMENTS AND CONSUMMATION
OF ANY OTHER PERMITTED TRANSACTIONS CONTEMPLATED HEREBY WHICH WILL TAKE PLACE ON
THE DATE HEREOF, (B) THE REPURCHASE OF SHARES OF CAPITAL STOCK TO THE EXTENT
PERMITTED BY THE TERMS AND CONDITION OF THIS AGREEMENT, AND (C) FOR GENERAL
OPERATING, WORKING CAPITAL AND OTHER PROPER CORPORATE PURPOSES OF BORROWERS NOT
OTHERWISE PROHIBITED BY THE TERMS HEREOF. NONE OF THE PROCEEDS OF ANY LOANS OR
LETTER OF CREDIT ACCOMMODATIONS WILL BE USED, DIRECTLY OR INDIRECTLY, FOR THE
PURPOSE OF PURCHASING OR CARRYING ANY MARGIN SECURITY OR FOR THE PURPOSES OF
REDUCING OR RETIRING ANY INDEBTEDNESS WHICH WAS ORIGINALLY INCURRED TO PURCHASE
OR CARRY ANY MARGIN SECURITY OR FOR ANY OTHER PURPOSE WHICH MIGHT CAUSE ANY OF
THE LOANS OR LETTER OF CREDIT ACCOMMODATIONS TO BE CONSIDERED A "PURPOSE CREDIT"
WITHIN THE MEANING OF REGULATION U OF THE BOARD OF GOVERNORS OF THE FEDERAL
RESERVE SYSTEM, AS AMENDED.
6.7
PRO RATA TREATMENT.
EXCEPT TO THE EXTENT OTHERWISE PROVIDED IN
THIS AGREEMENT:
(A) THE MAKING AND CONVERSION OF LOANS SHALL BE MADE AMONG THE
LENDERS BASED ON THEIR RESPECTIVE PRO RATA SHARES AS TO THE LOANS AND (B) EACH
PAYMENT ON ACCOUNT OF ANY OBLIGATIONS TO OR FOR THE ACCOUNT OF ONE OR MORE OF
LENDERS IN RESPECT OF ANY OBLIGATIONS DUE ON A PARTICULAR DAY SHALL BE ALLOCATED
AMONG THE LENDERS ENTITLED TO SUCH PAYMENTS BASED ON THEIR RESPECTIVE PRO RATA
SHARES AND SHALL BE DISTRIBUTED ACCORDINGLY.
6.8
SHARING OF PAYMENTS, ETC.
(A)
EACH BORROWER AGREES THAT, IN ADDITION TO (AND WITHOUT LIMITATION
OF) ANY RIGHT OF SETOFF, BANKER'S LIEN OR COUNTERCLAIM AGENT OR ANY LENDER MAY
OTHERWISE HAVE, EACH LENDER SHALL BE ENTITLED, AT ITS OPTION (BUT SUBJECT, AS
AMONG AGENT AND LENDERS, TO THE PROVISIONS OF SECTION 12.3(B) HEREOF), TO OFFSET
BALANCES HELD BY IT FOR THE ACCOUNT OF ANY BORROWER AT ANY OF ITS OFFICES, IN
DOLLARS OR IN ANY OTHER CURRENCY, AGAINST ANY PRINCIPAL OF OR INTEREST ON ANY
LOANS OWED TO SUCH LENDER OR ANY OTHER AMOUNT PAYABLE TO SUCH LENDER HEREUNDER,
THAT IS NOT PAID WHEN DUE (REGARDLESS OF WHETHER SUCH BALANCES ARE THEN DUE TO
ANY BORROWER), IN WHICH CASE IT SHALL PROMPTLY NOTIFY BORROWERS AND AGENT
THEREOF; PROVIDED, THAT, SUCH LENDER'S FAILURE TO GIVE SUCH NOTICE SHALL NOT
AFFECT THE VALIDITY THEREOF.