the
proceeds thereof as provided in Section 11.12 as fully as if it were a Lender
hereunder. Each Borrower also agrees that each Participant shall be entitled to
the benefits of Sections 2.16, 2.17, 2.18 and 2.19 with respect to its
participation in the Revolving Credit Commitments and the US$ Loans outstanding
from time to time as if it was a Lender; provided that, in the case of
Section 2.18, such Participant shall have complied with the requirements of said
Section and provided, further, that no Participant shall be entitled to receive
any greater amount pursuant to any such Section than the transferor Lender would
have been entitled to receive in respect of the amount of the participation
transferred by such transferor Lender to such Participant had no such transfer
occurred.
11.7
Transfers of Competitive Loans. (a)
Any Competitive Loan Lender,
in the ordinary course of its business and in accordance with applicable law, at
any time may assign to one or more banks or other entities (each, a "Competitive
Loan Assignee") any Competitive Loan owing to such Competitive Loan Lender,
pursuant to a Competitive Loan Assignment executed by the assignor Competitive
Loan Lender and the Competitive Loan Assignee.
(B)
UPON SUCH EXECUTION, FROM AND AFTER THE DATE OF SUCH COMPETITIVE
LOAN ASSIGNMENT, THE COMPETITIVE LOAN ASSIGNEE SHALL BE DEEMED, TO THE EXTENT OF
THE ASSIGNMENT PROVIDED FOR IN SUCH COMPETITIVE LOAN ASSIGNMENT, AND SUBJECT TO
THE PROVISIONS OF SECTIONS 11.7(C) AND 11.7(D), TO HAVE THE SAME RIGHTS AND
BENEFITS OF PAYMENT AND ENFORCEMENT WITH RESPECT TO SUCH COMPETITIVE LOAN
(INCLUDING, WITHOUT LIMITATION, THE APPLICABLE RIGHTS SET FORTH IN SECTIONS
2.16, 2.17, 2.18 AND 2.19) AND THE SAME RIGHTS OF SETOFF AND OBLIGATION TO SHARE
PURSUANT TO SECTION 11.12 AS IT WOULD HAVE HAD IF IT WERE A COMPETITIVE LOAN
LENDER HEREUNDER.
(C)
UNLESS SUCH COMPETITIVE LOAN ASSIGNMENT SHALL OTHERWISE SPECIFY
AND A COPY OF SUCH COMPETITIVE LOAN ASSIGNMENT SHALL HAVE BEEN DELIVERED TO THE
ADMINISTRATIVE AGENT FOR ITS ACCEPTANCE AND RECORDING IN THE REGISTER IN
ACCORDANCE WITH SECTION 11.9(A), THE ASSIGNOR UNDER THE COMPETITIVE LOAN
ASSIGNMENT SHALL ACT AS COLLECTION AGENT FOR THE COMPETITIVE LOAN ASSIGNEE
THEREUNDER, AND THE ADMINISTRATIVE AGENT SHALL PAY ALL AMOUNTS RECEIVED FROM THE
RELEVANT BORROWER WHICH ARE ALLOCABLE TO THE ASSIGNED COMPETITIVE LOAN DIRECTLY
TO SUCH ASSIGNOR WITHOUT ANY LIABILITY TO SUCH COMPETITIVE LOAN ASSIGNEE.
(D)
A COMPETITIVE LOAN ASSIGNEE UNDER A COMPETITIVE LOAN ASSIGNMENT
SHALL NOT, BY VIRTUE OF SUCH COMPETITIVE LOAN ASSIGNMENT, BECOME A PARTY TO THIS
AGREEMENT OR A "COMPETITIVE LOAN LENDER", OR HAVE ANY RIGHTS TO CONSENT TO OR
REFRAIN FROM CONSENTING TO ANY AMENDMENT, WAIVER OR OTHER MODIFICATION OF ANY
PROVISION OF THIS AGREEMENT OR ANY RELATED DOCUMENT; PROVIDED THAT (I) THE
ASSIGNOR UNDER SUCH COMPETITIVE LOAN ASSIGNMENT AND SUCH COMPETITIVE LOAN
ASSIGNEE MAY, IN THEIR DISCRETION, AGREE BETWEEN THEMSELVES UPON THE MANNER IN
WHICH SUCH ASSIGNOR WILL EXERCISE ITS RIGHTS UNDER THIS AGREEMENT AND ANY
RELATED DOCUMENT, AND (II) IF A COPY OF SUCH COMPETITIVE LOAN ASSIGNMENT SHALL