to compensate such Bank for any additional losses (but
excluding loss of any Applicable Margin), costs or expenses which it
may reasonably incur as a result of such payment, including, without limitation,
any loss (but excluding loss of any Applicable Margin), cost or expense
reasonably incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by any Bank to fund or maintain such Advance. Such Bank's
demand shall set forth the reasonable basis for calculation of such loss, cost
or expense.
SECTION 9.05. RIGHT OF SET-OFF. UPON (I) THE OCCURRENCE AND DURING THE
CONTINUANCE OF ANY EVENT OF DEFAULT AND (II) THE MAKING BY THE MAJORITY BANKS OF
THE REQUEST OR THE GRANTING OF THE CONSENT SPECIFIED BY SECTION 6.01 TO
AUTHORIZE THE AGENT TO DECLARE THE NOTES DUE AND PAYABLE PURSUANT TO THE
PROVISIONS OF SECTION 6.01, EACH BANK IS HEREBY AUTHORIZED AT ANY TIME AND FROM
TIME TO TIME, TO THE FULLEST EXTENT PERMITTED BY LAW, TO SET OFF AND APPLY ANY
AND ALL DEPOSITS (GENERAL OR SPECIAL, TIME OR DEMAND, PROVISIONAL OR FINAL) AT
ANY TIME HELD AND OTHER INDEBTEDNESS AT ANY TIME OWING BY SUCH BANK TO OR FOR
THE CREDIT OR THE ACCOUNT OF THE COMPANY OR THE APPLICABLE BORROWING SUBSIDIARY
AGAINST ANY AND ALL OF THE OBLIGATIONS OF THE COMPANY OR THE APPLICABLE
BORROWING SUBSIDIARY NOW OR HEREAFTER EXISTING UNDER THIS AGREEMENT, THE NOTES
HELD BY SUCH BANK, AND ANY LETTER OF CREDIT REIMBURSEMENT AGREEMENT OR LOCAL
CURRENCY ADDENDUM TO WHICH SUCH BANK IS A PARTY, IRRESPECTIVE OF WHETHER OR NOT
SUCH BANK SHALL HAVE MADE ANY DEMAND UNDER THIS AGREEMENT, ANY SUCH NOTE OR SUCH
LETTER OF CREDIT REIMBURSEMENT AGREEMENT OR LOCAL CURRENCY ADDENDUM AND ALTHOUGH
SUCH OBLIGATIONS MAY BE UNMATURED (OTHER THAN AS PROVIDED IN CLAUSE (II) ABOVE).
EACH BANK AGREES PROMPTLY TO NOTIFY THE COMPANY AFTER ANY SUCH SET-OFF AND
APPLICATION MADE BY SUCH BANK, PROVIDED THAT THE FAILURE TO GIVE SUCH NOTICE
SHALL NOT AFFECT THE VALIDITY OF SUCH SET-OFF AND APPLICATION. THE RIGHTS OF
EACH BANK UNDER THIS SECTION ARE IN ADDITION TO OTHER RIGHTS AND REMEDIES
(INCLUDING, WITHOUT LIMITATION, OTHER RIGHTS OF SET-OFF) WHICH SUCH BANK
MAY HAVE.
SECTION 9.06. JUDGMENT. (A)
IF FOR THE PURPOSES OF OBTAINING JUDGMENT IN ANY
COURT IT IS NECESSARY TO CONVERT A SUM DUE HEREUNDER OR UNDER THE NOTES IN ANY
CURRENCY (THE "ORIGINAL CURRENCY") INTO ANOTHER CURRENCY (THE "OTHER CURRENCY")
THE PARTIES HERETO AGREE, TO THE FULLEST EXTENT THAT THEY MAY EFFECTIVELY DO SO,
THAT THE RATE OF EXCHANGE USED SHALL BE THAT AT WHICH IN ACCORDANCE WITH NORMAL
BANKING PROCEDURES THE EURO-AGENT COULD PURCHASE THE ORIGINAL CURRENCY WITH THE
OTHER CURRENCY AT LONDON, ENGLAND ON THE THIRD BUSINESS DAY PRECEDING THAT ON
WHICH FINAL JUDGMENT IS GIVEN.
(b)
The obligation of the applicable Borrower in respect of any sum due in the
Original Currency from it to any Bank or the Agent, Euro-Agent or any Issuing
Bank or Local Currency Agent hereunder, under the Notes held