OR
WAIVER WITH RESPECT TO, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, EXCEPT TO THE
EXTENT SUCH AMENDMENT, CONSENT OR WAIVER WOULD REQUIRE UNANIMOUS CONSENT OF THE
LENDERS AS DESCRIBED IN THE FIRST PROVISO TO SECTION 10.1.
IN THE CASE OF ANY
SUCH PARTICIPATION, THE PARTICIPANT SHALL BE ENTITLED TO THE BENEFIT OF SECTIONS
3.1, 3.3 AND 10.5, WITH RESPECT TO ITS PARTICIPATION INTEREST, AS THOUGH IT WERE
ALSO A LENDER HEREUNDER AND SUBJECT TO THE SAME QUALIFICATIONS AND LIMITATIONS
AS IF IT WERE A LENDER HEREUNDER, AND PROVIDED THERE IS NO DUPLICATE RECOVERY,
BUT SHALL NOT HAVE ANY OTHER RIGHTS UNDER THIS AGREEMENT, OR ANY OF THE OTHER
LOAN DOCUMENTS, AND ALL AMOUNTS PAYABLE BY THE COMPANY OR THE CANADIAN COMPANY
HEREUNDER SHALL BE DETERMINED AS IF SUCH LENDER HAD NOT SOLD SUCH PARTICIPATION;
EXCEPT THAT, IF AMOUNTS OUTSTANDING UNDER THIS AGREEMENT ARE DUE AND UNPAID, OR
SHALL HAVE BEEN DECLARED OR SHALL HAVE BECOME DUE AND PAYABLE UPON THE
OCCURRENCE OF AN EVENT OF DEFAULT, EACH PARTICIPANT SHALL BE DEEMED TO HAVE THE
RIGHT OF SET-OFF IN RESPECT OF ITS PARTICIPATING INTEREST IN AMOUNTS OWING UNDER
THIS AGREEMENT TO THE SAME EXTENT AS IF THE AMOUNT OF ITS PARTICIPATING INTEREST
WERE OWING DIRECTLY TO IT AS A LENDER UNDER THIS AGREEMENT.
(E)
EACH LENDER AGREES TO TAKE NORMAL AND REASONABLE PRECAUTIONS AND
EXERCISE DUE CARE TO MAINTAIN THE CONFIDENTIALITY OF ALL INFORMATION PROVIDED TO
IT BY THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, OR BY THE ADMINISTRATIVE
AGENT OR BOA CANADA ON SUCH COMPANY'S OR SUBSIDIARY'S BEHALF, IN CONNECTION WITH
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, AND NEITHER IT NOR ANY OF ITS
AFFILIATES SHALL USE ANY SUCH INFORMATION FOR ANY PURPOSE OR IN ANY MANNER OTHER
THAN PURSUANT TO THE TERMS CONTEMPLATED BY THIS AGREEMENT; EXCEPT TO THE EXTENT
SUCH INFORMATION (I) WAS OR BECOMES GENERALLY AVAILABLE TO THE PUBLIC OTHER THAN
AS A RESULT OF A DISCLOSURE BY SUCH LENDER, OR (II) WAS OR BECOMES AVAILABLE ON
A NON-CONFIDENTIAL BASIS FROM A SOURCE OTHER THAN THE COMPANY OR THE CANADIAN
COMPANY, PROVIDED, THAT SUCH SOURCE IS NOT BOUND BY A CONFIDENTIALITY AGREEMENT
WITH THE COMPANY OR THE CANADIAN COMPANY KNOWN TO SUCH LENDER; PROVIDED,
FURTHER, HOWEVER, THAT ANY LENDER MAY DISCLOSE SUCH INFORMATION (A) AT THE
REQUEST OR PURSUANT TO ANY REQUIREMENT OF ANY GOVERNMENTAL AUTHORITY TO WHICH
SUCH LENDER IS SUBJECT OR IN CONNECTION WITH AN EXAMINATION OF SUCH LENDER BY
ANY SUCH AUTHORITY; (B) PURSUANT TO SUBPOENA OR OTHER COURT PROCESS; (C) WHEN
REQUIRED TO DO SO IN ACCORDANCE WITH THE PROVISIONS OF ANY APPLICABLE
REQUIREMENT OF LAW; (D) TO THE EXTENT REASONABLY REQUIRED IN CONNECTION WITH ANY
LITIGATION OR PROCEEDING TO WHICH THE ADMINISTRATIVE AGENT, BOA CANADA, ANY
LENDER OR THEIR RESPECTIVE AFFILIATES MAY BE PARTY, (E) TO THE EXTENT REASONABLY
REQUIRED IN CONNECTION WITH THE EXERCISE OF ANY REMEDY HEREUNDER OR UNDER ANY
OTHER LOAN DOCUMENT, AND (F) TO SUCH LENDER'S INDEPENDENT AUDITORS AND OTHER
PROFESSIONAL ADVISORS, PROVIDED THAT EACH