RIGHTS UNDER THIS SECTION 11.
WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY'S LIABILITY SHALL EXTEND
TO ALL AMOUNTS THAT CONSTITUTE PART OF THE GUARANTEED OBLIGATIONS AND WOULD BE
OWED BY ANY NON-US BORROWER BUT FOR THE FACT THAT THEY ARE UNENFORCEABLE OR NOT
ALLOWABLE DUE TO THE EXISTENCE OF A BANKRUPTCY, REORGANIZATION OR SIMILAR
PROCEEDING INVOLVING SUCH NON-US BORROWER.
THIS GUARANTEE SHALL REMAIN IN FULL
FORCE AND EFFECT
77
UNTIL ALL THE GUARANTEED OBLIGATIONS HAVE BEEN PAID IN FULL, NOTWITHSTANDING
THAT FROM TIME TO TIME PRIOR THERETO ANY NON-US BORROWER MAY BE FREE FROM ANY
GUARANTEED OBLIGATION.
(B)
THE COMPANY AGREES THAT WHENEVER, AT ANY TIME, OR FROM TIME TO TIME, IT
SHALL MAKE ANY PAYMENT TO ANY ADMINISTRATIVE AGENT OR ANY LENDER ON ACCOUNT OF
ITS LIABILITY UNDER THIS SECTION 11, IT WILL NOTIFY SUCH ADMINISTRATIVE AGENT OR
SUCH LENDER IN WRITING THAT SUCH PAYMENT IS MADE UNDER THIS SECTION 11 FOR SUCH
PURPOSE.
NO PAYMENT OR PAYMENTS MADE BY ANY NON-US BORROWER OR ANY OTHER PERSON
OR RECEIVED OR COLLECTED BY ANY ADMINISTRATIVE AGENT OR ANY LENDER FROM ANY
NON-US BORROWER OR ANY OTHER PERSON BY VIRTUE OF ANY ACTION OR PROCEEDING OR ANY
SETOFF OR APPROPRIATION OR APPLICATION, AT ANY TIME OR FROM TIME TO TIME, IN
REDUCTION OF OR IN PAYMENT OF THE GUARANTEED OBLIGATIONS SHALL BE DEEMED TO
MODIFY, REDUCE, RELEASE OR OTHERWISE AFFECT THE LIABILITY OF THE COMPANY
HEREUNDER WHICH SHALL REMAIN OBLIGATED HEREUNDER, NOTWITHSTANDING ANY SUCH
PAYMENT OR PAYMENTS (OTHER THAN PAYMENTS MADE BY OR RECEIVED OR COLLECTED FROM
THE COMPANY IN RESPECT OF THE GUARANTEED OBLIGATIONS) UNTIL THE DATE UPON WHICH
THE GUARANTEED OBLIGATIONS HAVE BEEN PAID IN FULL AND THE COMMITMENTS HAVE BEEN
TERMINATED.
11.2.
RIGHT OF SETOFF.
UPON THE OCCURRENCE AND CONTINUANCE OF ANY EVENT OF
DEFAULT, EACH ADMINISTRATIVE AGENT AND EACH LENDER ARE HEREBY IRREVOCABLY
AUTHORIZED BY THE COMPANY AT ANY TIME AND FROM TIME TO TIME WITHOUT NOTICE TO
THE COMPANY, ANY SUCH NOTICE BEING HEREBY WAIVED BY THE COMPANY, TO SET OFF AND
APPROPRIATE AND APPLY ANY AND ALL DEPOSITS (GENERAL OR SPECIAL, TIME OR DEMAND,
PROVISIONAL OR FINAL), IN ANY CURRENCY, AND ANY OTHER CREDITS, INDEBTEDNESS OR
CLAIMS, IN ANY CURRENCY, IN EACH CASE WHETHER DIRECT OR INDIRECT, ABSOLUTE OR
CONTINGENT, MATURED OR UNMATURED, AT ANY TIME HELD OR OWING BY SUCH
ADMINISTRATIVE AGENT OR SUCH LENDER TO OR FOR THE CREDIT OR THE ACCOUNT OF THE
COMPANY, OR ANY PART THEREOF IN SUCH AMOUNTS AS SUCH ADMINISTRATIVE AGENT OR
SUCH LENDER MAY ELECT, ON ACCOUNT OF THE LIABILITIES OF THE COMPANY HEREUNDER
AND CLAIMS OF EVERY NATURE AND DESCRIPTION OF SUCH ADMINISTRATIVE AGENT OR SUCH
LENDER AGAINST THE COMPANY, IN ANY CURRENCY, WHETHER ARISING HEREUNDER OR ANY
OTHER LOAN DOCUMENT OR OTHERWISE, AS SUCH ADMINISTRATIVE AGENT OR SUCH LENDER
MAY ELECT, WHETHER OR NOT SUCH ADMINISTRATIVE AGENT OR SUCH LENDER HAS MADE ANY
DEMAND FOR PAYMENT AND ALTHOUGH SUCH LIABILITIES AND CLAIMS MAY BE CONTINGENT OR
UNMATURED.
EACH ADMINISTRATIVE AGENT AND EACH