REMAIN UNCHANGED, (II) SUCH LENDER SHALL REMAIN SOLELY RESPONSIBLE FOR THE
PERFORMANCE THEREOF, (III) SUCH LENDER SHALL REMAIN THE HOLDER OF ANY SUCH NOTE
FOR ALL PURPOSES UNDER THIS AGREEMENT, (IV) THE BORROWER AND THE AGENT SHALL
CONTINUE TO DEAL SOLELY AND DIRECTLY WITH SUCH LENDER IN CONNECTION WITH SUCH
LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND (V) THE AGREEMENT
PURSUANT TO WHICH SUCH PARTICIPANT ACQUIRES ITS PARTICIPATING INTEREST HEREIN
SHALL PROVIDE THAT SUCH LENDER SHALL RETAIN THE SOLE RIGHT AND RESPONSIBILITY TO
ENFORCE THE OBLIGATIONS, INCLUDING, WITHOUT LIMITATION THE RIGHT TO CONSENT OR
AGREE TO ANY AMENDMENT, MODIFICATION, CONSENT OR WAIVER WITH RESPECT TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, PROVIDED THAT SUCH AGREEMENT MAY PROVIDE
THAT SUCH LENDER WILL NOT CONSENT OR AGREE TO ANY SUCH AMENDMENT, MODIFICATION,
CONSENT OR WAIVER WITH RESPECT TO THE MATTERS SET FORTH IN SECTIONS
10.1(A) THROUGH (I) WITHOUT THE PRIOR CONSENT OF SUCH PARTICIPANT. EACH BORROWER
AGREES THAT IF AMOUNTS OUTSTANDING UNDER THIS AGREEMENT, THE NOTES AND THE LOAN
DOCUMENTS 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, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT OF
SETOFF IN RESPECT OF ITS PARTICIPATING INTEREST IN AMOUNTS OWING UNDER THIS
AGREEMENT AND ANY NOTE OR OTHER LOAN DOCUMENT TO THE SAME EXTENT AS IF THE
AMOUNT OF ITS PARTICIPATING
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INTEREST WERE OWING DIRECTLY TO IT AS A LENDER UNDER THIS AGREEMENT OR ANY NOTE
OR OTHER LOAN DOCUMENT; PROVIDED, HOWEVER, THAT SUCH RIGHT OF SETOFF SHALL BE
SUBJECT TO THE OBLIGATION OF SUCH PARTICIPANT TO SHARE WITH THE LENDERS, AND THE
LENDERS AGREE TO SHARE WITH SUCH PARTICIPANT, AS PROVIDED IN SECTION 9.11. THE
BORROWER ALSO AGREES THAT EACH PARTICIPANT SHALL BE ENTITLED TO THE BENEFITS OF
SECTIONS 2.22, 2.23, 2.24, 2.25, 2.26, 2.27, 2.28 AND 10.2 WITH RESPECT TO ITS
PARTICIPATION IN THE COMMITMENTS; PROVIDED, THAT NO PARTICIPANT SHALL BE
ENTITLED TO RECEIVE ANY GREATER AMOUNT PURSUANT TO SUCH SUBSECTIONS 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.
(C)
EACH LENDER MAY AT ANY TIME SELL, ASSIGN, TRANSFER, OR OTHERWISE
DISPOSE OF ANY PORTION OF ITS COMMITMENTS, THE LOANS AND/OR ADVANCES (EACH SUCH
INTEREST SO DISPOSED OF BEING HEREIN CALLED A "TRANSFERRED INTEREST")
ONLY (I) TO ANY RECOGNIZED U.S., CANADIAN, EUROPEAN, AUSTRALIAN, CHINESE,
TAIWANESE OR JAPANESE BANK, WITHOUT CONSENT, OR (II) TO (A) ANY OTHER BANK OR
FINANCIAL INSTITUTION (NOT INCLUDING ANY HEDGE FUND OR PRIVATE EQUITY FIRM OR
FUND) OR (B) IF AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, ANY HEDGE
FUND OR PRIVATE EQUITY FIRM OR FUND, IN THE CASE OF EITHER CLAUSE (A) OR CLAUSE
(B) WITH THE CONSENT OF THE AGENT AND THE REQUIRED LENDERS (WHICH SHALL NOT
INCLUDE THE LENDER REQUESTING APPROVAL THEREOF) AND,