DAY BUT EXCLUDING THE LAST DAY).
EACH DETERMINATION BY
AGENT OF AN INTEREST RATE OR FEES HEREUNDER SHALL BE CONCLUSIVE AND BINDING FOR
ALL PURPOSES ABSENT MANIFEST ERROR.
CALCULATION OF ALL AMOUNTS PAYABLE TO THE AGENT FOR THE RATABLE BENEFIT OF THE
LENDERS UNDER THIS FINANCING AGREEMENT WITH REGARD TO LIBOR RATE LOANS SHALL BE
MADE AS THOUGH THE LENDERS HAD ACTUALLY FUNDED THE LIBOR RATE LOANS THROUGH THE
PURCHASE OF DEPOSITS IN THE RELEVANT MARKET AND CURRENCY, AS THE CASE MAY BE,
BEARING INTEREST AT THE RATE APPLICABLE TO SUCH LIBOR RATE LOANS AND HAVING A
MATURITY COMPARABLE TO THE RELEVANT LIBOR PERIOD, PROVIDED, HOWEVER, THAT THE
LENDERS MAY FUND EACH OF THE LIBOR RATE LOANS IN ANY MANNER AS THE AGENT SEES
FIT AND THE FOREGOING ASSUMPTION SHALL BE USED ONLY FOR CALCULATION OF AMOUNTS
PAYABLE UNDER THIS FINANCING AGREEMENT.
74
WHENEVER ANY PAYMENT OF PRINCIPAL OR INTEREST (EXCEPT ON LIBOR RATE LOANS) OR OF
FEES SHALL BE DUE ON A DAY WHICH IS NOT A BUSINESS DAY, SUCH PAYMENT SHALL BE
MADE ON THE NEXT SUCCEEDING BUSINESS DAY.
WHENEVER ANY PAYMENT OF PRINCIPAL OR
INTEREST ON A LIBOR RATE LOAN SHALL BE DUE ON A DAY WHICH IS NOT A BUSINESS DAY,
SUCH PAYMENT SHALL BE MADE ON THE NEXT SUCCEEDING BUSINESS DAY UNLESS SUCH
BUSINESS DAY FALLS IN ANOTHER CALENDAR MONTH, IN WHICH CASE THE DATE FOR PAYMENT
THEREOF SHALL BE THE NEXT PRECEDING BUSINESS DAY.
IF THE DATE FOR ANY PAYMENT
OF PRINCIPAL IS EXTENDED BY OPERATION OF LAW OR OTHERWISE, INTEREST THEREON
SHALL BE PAYABLE FOR SUCH EXTENDED TIME.
SECTION 6.05.
CERTAIN COMPENSATION.
EACH BORROWER HEREBY AGREES TO INDEMNIFY
THE AGENT AND EACH LENDER AND HOLD THE AGENT AND EACH LENDER HARMLESS FROM ANY
LOSS, COST OR EXPENSE THEY MAY SUSTAIN OR INCUR AS A CONSEQUENCE OF THE FAILURE
BY SUCH BORROWER TO COMPLETE ANY BORROWING HEREUNDER OF A LIBOR RATE AFTER
NOTICE THEREOF HAS BEEN GIVEN BY SUCH BORROWER TO THE AGENT, INCLUDING, WITHOUT
LIMITATION, ANY LOSS, COST OR EXPENSE INCURRED BY REASON OF THE LIQUIDATION OR
RE-EMPLOYMENT OF DEPOSITS OR OTHER FUNDS ACQUIRED BY THE AGENT TO FUND SUCH
BORROWING WHEN THE APPLICABLE AMOUNT OF THE REVOLVING CREDIT LOAN, AS A RESULT
OF SUCH FAILURE, IS NOT MADE SUBJECT TO SUCH INTEREST RATES ON SUCH DATE.
THE
AGENT SHALL CERTIFY THE AMOUNT OF ITS AND/OR THE LENDERS' LOSS, COST OR EXPENSE
TO THE APPLICABLE BORROWER, AND SUCH CERTIFICATION SHALL BE FINAL AND CONCLUSIVE
ABSENT MANIFEST ERROR.
WITHOUT LIMITING THE FOREGOING, SUCH COMPENSATION SHALL INCLUDE THE LIBOR RATE
PREPAYMENT PREMIUM.
ARTICLE VII.
POWERS.
SECTION 7.01.
POWERS.
EACH OBLIGOR HEREBY CONSTITUTES THE AGENT OR ANY PERSON
OR AGENT THE AGENT MAY DESIGNATE AS ITS ATTORNEY-IN-FACT, AT SUCH OBLIGOR'S COST
AND EXPENSE, TO EXERCISE ALL OF THE FOLLOWING POWERS, WHICH BEING COUPLED WITH
AN INTEREST, SHALL BE IRREVOCABLE UNTIL ALL OF THE OBLIGATIONS TO THE AGENT AND
THE LENDERS HAVE BEEN PAID IN FULL AFTER THE TERMINATION OF THIS FINANCING
AGREEMENT:
(1)
TO RECEIVE,