PERSON OR TO REALIZE UPON ANY SUCH COLLATERAL
SECURITY OR GUARANTEE OR TO EXERCISE ANY SUCH RIGHT OF OFFSET, OR ANY RELEASE OF
ANY NON-US BORROWER OR ANY SUCH OTHER PERSON OR OF ANY SUCH COLLATERAL SECURITY,
GUARANTEE OR RIGHT OF OFFSET, SHALL NOT RELIEVE THE COMPANY OF ANY LIABILITY
HEREUNDER, AND SHALL NOT IMPAIR OR AFFECT THE RIGHTS AND REMEDIES, WHETHER
EXPRESS, IMPLIED OR AVAILABLE AS A MATTER OF LAW, OF THE ADMINISTRATIVE AGENTS
AND THE LENDERS AGAINST THE COMPANY.
11.6.
REINSTATEMENT.
THE GUARANTEE CONTAINED IN THIS SECTION 11 SHALL CONTINUE
TO BE EFFECTIVE, OR BE REINSTATED, AS THE CASE MAY BE, IF AT ANY TIME PAYMENT,
OR ANY PART THEREOF, OF ANY OF THE GUARANTEED OBLIGATIONS IS RESCINDED OR MUST
OTHERWISE BE RESTORED OR RETURNED BY ANY ADMINISTRATIVE AGENT OR ANY LENDER UPON
THE INSOLVENCY, BANKRUPTCY, DISSOLUTION, LIQUIDATION OR REORGANIZATION OF A
NON-US BORROWER, RESPECTIVELY, OR UPON OR AS A RESULT OF THE APPOINTMENT OF A
RECEIVER, INTERVENOR OR CONSERVATOR OF, OR TRUSTEE OR SIMILAR OFFICER FOR, A
NON-US BORROWER OR ANY SUBSTANTIAL PART OF ITS PROPERTY, OR OTHERWISE, ALL AS
THOUGH SUCH PAYMENTS HAD NOT BEEN MADE.
11.7.
PAYMENTS.
THE COMPANY HEREBY AGREES THAT THE AMOUNTS PAYABLE BY THE
COMPANY HEREUNDER WILL BE PAID TO THE ADMINISTRATIVE AGENTS WITHOUT SETOFF OR
COUNTERCLAIM IN IMMEDIATELY AVAILABLE FUNDS IN THE SAME CURRENCY AS THE
UNDERLYING GUARANTEED OBLIGATION IN RESPECT OF WHICH PAYMENT IS BEING MADE AT
THE OFFICE OF THE APPLICABLE ADMINISTRATIVE AGENT LISTED IN SUBSECTION 14.2 OR
AT SUCH OTHER OFFICE AS SUCH ADMINISTRATIVE AGENT SHALL DESIGNATE IN WRITING TO
THE COMPANY.
SECTION 12.
EVENTS OF DEFAULT
If any of the following events shall occur and be continuing:
80
(A)
ANY BORROWER SHALL FAIL TO PAY ANY PRINCIPAL OF ANY LOAN WHEN DUE IN
ACCORDANCE WITH THE TERMS THEREOF OR HEREOF; OR ANY BORROWER SHALL FAIL TO PAY
ANY INTEREST ON ANY LOAN, OR ANY OTHER AMOUNT PAYABLE HEREUNDER, WITHIN FIVE
BUSINESS DAYS AFTER ANY SUCH INTEREST OR OTHER AMOUNT BECOMES DUE IN ACCORDANCE
WITH THE TERMS THEREOF OR HEREOF; OR
(B)
ANY REPRESENTATION OR WARRANTY MADE OR DEEMED MADE BY ANY BORROWER HEREIN
OR IN ANY OTHER LOAN DOCUMENT OR WHICH IS CONTAINED IN ANY CERTIFICATE, DOCUMENT
OR FINANCIAL OR OTHER STATEMENT FURNISHED BY IT AT ANY TIME UNDER OR IN
CONNECTION WITH THIS AGREEMENT OR ANY SUCH OTHER LOAN DOCUMENT SHALL PROVE TO
HAVE BEEN INCORRECT IN ANY MATERIAL RESPECT ON OR AS OF THE DATE MADE OR DEEMED
MADE; OR
(C)
THE COMPANY SHALL DEFAULT IN THE OBSERVANCE OR PERFORMANCE OF ANY
AGREEMENT CONTAINED IN SECTION 10; OR
(D)
ANY BORROWER SHALL DEFAULT IN THE OBSERVANCE OR PERFORMANCE OF ANY OTHER
AGREEMENT CONTAINED IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (OTHER THAN AS
PROVIDED IN PARAGRAPHS (A) THROUGH (C) OF THIS SECTION 12), AND SUCH DEFAULT
SHALL CONTINUE UNREMEDIED FOR A PERIOD OF 30 DAYS AFTER THE EARLIER OF (I) THE
DATE UPON WHICH AN EXECUTIVE OFFICER OF ANY BORROWER HAS ACTUAL KNOWLEDGE