SECURED PARTY IS BOUND BY (AND, IF REQUESTED BY THE ADMINISTRATIVE
AGENT, SHALL CONFIRM SUCH AGREEMENT IN A WRITING IN FORM AND SUBSTANCE
ACCEPTABLE TO THE ADMINISTRATIVE AGENT) THIS ARTICLE X, SECTION 11.8 (RIGHT OF
SETOFF), SECTION 11.9 (SHARING OF PAYMENTS) AND SECTION 11.20 (CONFIDENTIALITY),
THE PROVISIONS OF THE CANADIAN FACILITY INTERCREDITOR AGREEMENT AND THE
DECISIONS AND ACTIONS OF THE ADMINISTRATIVE AGENT AND THE REQUIRED LENDERS (OR,
WHERE EXPRESSLY REQUIRED BY THE TERMS OF THIS AGREEMENT, A GREATER PROPORTION OF
THE LENDERS) TO THE SAME EXTENT A LENDER IS BOUND; PROVIDED, HOWEVER, THAT,
NOTWITHSTANDING THE FOREGOING, (A) SUCH SECURED PARTY SHALL BE BOUND BY
SECTION 10.8 ONLY TO THE EXTENT OF LIABILITIES, COSTS AND EXPENSES WITH RESPECT
TO OR OTHERWISE RELATING TO THE COLLATERAL HELD FOR THE BENEFIT OF SUCH SECURED
PARTY, IN WHICH CASE THE OBLIGATIONS OF SUCH SECURED PARTY THEREUNDER SHALL NOT
BE LIMITED BY ANY CONCEPT OF PRO RATA SHARE OR SIMILAR CONCEPT, (B) EXCEPT AS
SET FORTH HEREIN SPECIFICALLY FOR SUCH SECURED PARTY, (I) EACH OF THE
ADMINISTRATIVE AGENT, THE LENDERS AND THE L/C ISSUERS SHALL BE ENTITLED TO ACT
AT ITS SOLE DISCRETION, WITHOUT REGARD TO THE INTEREST OF SUCH SECURED PARTY,
REGARDLESS OF WHETHER ANY OBLIGATION TO SUCH SECURED PARTY THEREAFTER REMAINS
OUTSTANDING, IS DEPRIVED OF THE BENEFIT OF THE COLLATERAL, BECOMES UNSECURED OR
IS OTHERWISE AFFECTED OR PUT IN JEOPARDY THEREBY, AND WITHOUT ANY DUTY OR
LIABILITY TO SUCH SECURED PARTY OR ANY SUCH OBLIGATION AND (II) SUCH SECURED
PARTY SHALL NOT HAVE ANY RIGHT TO BE NOTIFIED OF, CONSENT TO, DIRECT, REQUIRE OR
BE HEARD WITH RESPECT TO, ANY ACTION TAKEN OR OMITTED IN RESPECT OF THE
COLLATERAL OR UNDER ANY LOAN DOCUMENT.
THE BORROWER HEREBY AUTHORIZES EACH
SECURED HEDGING COUNTERPARTY PARTY TO A SECURED HEDGING SUPPORT DOCUMENT TO
RECEIVE CONFIDENTIAL AND OTHER INFORMATION FROM THE COUNTERPARTY TO THE HEDGING
AGREEMENT SUPPORTED BY SUCH SECURED HEDGING SUPPORT DOCUMENT IN RESPECT OF SUCH
HEDGING AGREEMENT, SECURED HEDGING SUPPORT DOCUMENT OR OTHERWISE IN RESPECT OF
THE BORROWER AND ITS AFFILIATES.
EACH PARTY HERETO THAT IS A SECURED HEDGING
COUNTERPARTY PARTY TO ANY SECURED HEDGING SUPPORT DOCUMENT OR WHOSE AFFILIATE IS
SUCH A SECURED HEDGING COUNTERPARTY AGREES NOT TO, OR TO CAUSE SUCH AFFILIATE
NOT TO, REVOKE, CANCEL OR OTHERWISE TERMINATE SUCH SECURED HEDGING SUPPORT
DOCUMENT PRIOR TO THE EARLIER OF (X) THE SCHEDULED EXPIRATION OR MATURITY OF
SUCH SECURED HEDGING SUPPORT DOCUMENT, (Y) THE OCCURRENCE OR CONTINUATION OF ANY
EVENT OF DEFAULT AND (Z) THE SCHEDULED MATURITY DATE.
8.6
CANADIAN FACILITY INTERCREDITOR AGREEMENT.
EACH LENDER AND L/C
ISSUER HEREBY (A) AGREES TO BE BOUND BY THE TERMS OF THE CANADIAN FACILITY
INTERCREDITOR AGREEMENT; AND (B) AUTHORIZES AND DIRECTS THE ADMINISTRATIVE AGENT
TO ENTER INTO THE CANADIAN FACILITY INTERCREDITOR AGREEMENT ON BEHALF OF SUCH
PERSON.
UPON REQUEST OF THE ADMINISTRATIVE AGENT, EACH LENDER SHALL EXECUTE AND
DELIVER TO THE ADMINISTRATIVE AGENT A SIGNED COUNTERPART TO THE CANADIAN
FACILITY INTERCREDITOR AGREEMENT, BUT SUCH LENDER NEVERTHELESS SHALL BE BOUND BY
THE TERMS OF THE CANADIAN FACILITY INTERCREDITOR