LENDER MAY FUND EACH OF ITS LIBOR LOANS,
AND THE SWING LINE LENDER MAY FUND ITS SWING LINE LOANS, IN ANY MANNER IT SEES
FIT, AND THE FOREGOING ASSUMPTIONS SHALL BE UTILIZED ONLY FOR THE CALCULATION OF
AMOUNTS PAYABLE UNDER THIS SUBSECTION.
THIS COVENANT SHALL SURVIVE THE
TERMINATION OF THIS AGREEMENT AND THE PAYMENT OF THE LOANS AND ALL OTHER AMOUNTS
PAYABLE HEREUNDER.
2.19
Judgment Currency.
(A)
IF FOR THE PURPOSES OF OBTAINING JUDGMENT
IN ANY COURT IT IS NECESSARY TO CONVERT A SUM DUE HEREUNDER OR UNDER A NOTE IN
ANY CURRENCY (THE "ORIGINAL CURRENCY") INTO ANOTHER CURRENCY (THE "OTHER
CURRENCY"), THE PARTIES HEREBY AGREE, TO THE FULLEST EXTENT PERMITTED BY LAW,
THAT THE RATE OF EXCHANGE USED SHALL BE THAT AT WHICH IN ACCORDANCE WITH NORMAL
BANKING PROCEDURES THE ADMINISTRATIVE AGENT COULD PURCHASE THE ORIGINAL CURRENCY
WITH THE OTHER CURRENCY AFTER ANY PREMIUM AND COSTS OF EXCHANGE ON THE BUSINESS
DAY PRECEDING THAT ON WHICH FINAL JUDGMENT IS GIVEN.
(B)
THE OBLIGATION OF THE BORROWERS IN RESPECT
OF ANY SUM DUE FROM THE BORROWERS TO ANY LENDER HEREUNDER SHALL, NOTWITHSTANDING
ANY JUDGMENT IN AN OTHER CURRENCY, WHETHER PURSUANT TO A JUDGMENT OR OTHERWISE,
BE DISCHARGED ONLY TO THE EXTENT THAT, ON THE BUSINESS DAY FOLLOWING RECEIPT BY
ANY LENDER OF ANY SUM ADJUDGED TO BE SO DUE IN SUCH OTHER CURRENCY, SUCH LENDER
MAY IN ACCORDANCE WITH NORMAL BANKING PROCEDURES PURCHASE THE ORIGINAL CURRENCY
WITH SUCH OTHER CURRENCY.
IF THE AMOUNT OF THE ORIGINAL CURRENCY SO PURCHASED
IS LESS THAN THE SUM ORIGINALLY DUE TO SUCH LENDER IN THE ORIGINAL CURRENCY, THE
BORROWERS JOINTLY AND SEVERALLY AGREE, AS A SEPARATE OBLIGATION AND
NOTWITHSTANDING ANY SUCH JUDGMENT OR PAYMENT, TO INDEMNIFY SUCH LENDER AGAINST
SUCH LOSS.
2.20
Borrowers' Representative.
Each of the
Borrowers hereby appoints the Company as its non-exclusive representative, and
grants to the Company an irrevocable power of attorney to act as its
attorney-in-fact, with regard to all matters relating to this Agreement and each
of the other Loan Documents, including, without limitation, execution and
delivery of any Notice of Borrowing, and amendments, supplements, waivers or
other modifications hereto or thereto, receipt of any notices hereunder or
thereunder and receipt of service of process in connection herewith or therewith
and making all elections as to interest rates and interest payment dates.
(In
such capacity, the Company is herein referred to as the "Borrowers'
Representative.")
The Administrative Agent and the Lenders shall be entitled to
rely exclusively on the Borrowers' Representative's authority so to act in each
instance without inquiry or investigation, and each of the Borrowers hereby
agrees to indemnify and hold harmless the Administrative Agent and the Lenders
for any losses, costs, delays, errors, claims, penalties or
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charges arising from or out of the Borrowers' Representative's actions pursuant
to this Section 2.20 and the Administrative Agent's and the Lenders' reliance
thereon and hereon.
Notice from the Borrowers' Representative shall be deemed
to be notice from all of the Borrowers and notice to the Borrowers'