OR
ANY
OF THE RIGHTS OR REMEDIES
83
OF THE AGENTS OR THE LENDERS THEREUNDER
OR
(II) ON THE ASSETS OR LIABILITIES
OF U.S. BORROWER AND ITS SUBSIDIARIES ON A CONSOLIDATED BASIS.
9.2
RIGHT OF SETOFF.
UPON THE OCCURRENCE AND
DURING THE CONTINUANCE OF ANY EVENT OF DEFAULT, EACH LENDER IS HEREBY AUTHORIZED
AT ANY TIME AND FROM TIME TO TIME, WITHOUT NOTICE TO ANY OBLIGOR (ANY SUCH
NOTICE BEING EXPRESSLY WAIVED BY BORROWERS AND THE OTHER OBLIGORS), TO SETOFF
AND APPLY ANY AND ALL DEPOSITS, WHETHER GENERAL OR SPECIAL, TIME OR DEMAND,
PROVISIONAL OR FINAL (BUT EXCLUDING THE FUNDS HELD IN ACCOUNTS CLEARLY
DESIGNATED AS ESCROW OR TRUST ACCOUNTS HELD BY ANY BORROWER OR ANY OTHER OBLIGOR
FOR THE BENEFIT OF PERSONS WHICH ARE NOT AFFILIATES OF ANY OBLIGOR), WHETHER OR
NOT SUCH SETOFF RESULTS IN ANY LOSS OF INTEREST OR OTHER PENALTY, AND INCLUDING
WITHOUT LIMITATION ALL CERTIFICATES OF DEPOSIT, AT ANY TIME HELD, AND ANY OTHER
FUNDS OR PROPERTY AT ANY TIME HELD, AND OTHER BORROWED MONEY INDEBTEDNESS AT ANY
TIME OWING BY SUCH LENDER TO OR FOR THE CREDIT OR THE ACCOUNT OF ANY BORROWER OR
ANY OTHER OBLIGOR AGAINST ANY AND ALL OF THE OBLIGATIONS IRRESPECTIVE OF WHETHER
OR NOT SUCH LENDER OR ANY AGENT WILL HAVE MADE ANY DEMAND UNDER THIS AGREEMENT,
THE NOTES OR ANY OTHER LOAN DOCUMENT.
SHOULD THE RIGHT OF ANY LENDER TO REALIZE
FUNDS IN ANY MANNER SET FORTH HEREINABOVE BE CHALLENGED AND ANY APPLICATION OF
SUCH FUNDS BE REVERSED, WHETHER BY COURT ORDER OR OTHERWISE, THE LENDERS SHALL
MAKE RESTITUTION OR REFUND TO THE APPLICABLE BORROWER OR THE APPLICABLE OTHER
OBLIGOR, AS THE CASE MAY BE, PRO RATA IN ACCORDANCE WITH THEIR APPLICABLE
COMMITMENTS.
EACH LENDER AGREES TO PROMPTLY NOTIFY THE APPLICABLE BORROWER AND
AGENTS AFTER ANY SUCH SETOFF AND APPLICATION, PROVIDED THAT THE FAILURE TO GIVE
SUCH NOTICE WILL NOT AFFECT THE VALIDITY OF SUCH SETOFF AND APPLICATION.
THE
RIGHTS OF AGENTS AND THE LENDERS UNDER THIS SECTION ARE IN ADDITION TO OTHER
RIGHTS AND REMEDIES (INCLUDING WITHOUT LIMITATION OTHER RIGHTS OF SETOFF) WHICH
AGENTS OR THE LENDERS MAY HAVE.
THIS SECTION IS SUBJECT TO THE TERMS AND
PROVISIONS OF SECTIONS 4.6 AND 11.7 HEREOF.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED HEREIN OR IN ANY OF THE OTHER LOAN DOCUMENTS, ANY AMOUNTS
REALIZED UNDER THIS SECTION WHICH CONSTITUTE AN ASSET OF ANY FOREIGN SUBSIDIARY
SHALL ONLY BE APPLIED TO THE PAYMENT OF CANADIAN OBLIGATIONS, SINGAPORE
OBLIGATIONS
OR U.K. OBLIGATIONS.
9.3
COLLATERAL ACCOUNT.
U.S. BORROWER HEREBY
AGREES, IN ADDITION TO THE PROVISIONS OF SECTION 9.1 HEREOF, THAT UPON THE
OCCURRENCE AND DURING THE CONTINUANCE OF ANY EVENT OF DEFAULT, IT SHALL, IF
REQUESTED BY ANY AGENT OR BY THE MAJORITY LENDERS (THROUGH ANY AGENT), PAY TO
U.S. AGENT AN AMOUNT IN IMMEDIATELY AVAILABLE FUNDS EQUAL TO THE THEN AGGREGATE
AMOUNT AVAILABLE FOR DRAWINGS UNDER ALL OUTSTANDING U.S. LETTERS OF CREDIT,
WHICH FUNDS SHALL BE HELD BY U.S. AGENT AS COVER.
CANADIAN BORROWERS HEREBY
AGREE, IN ADDITION TO THE