A PARTICIPANT, SUCH LENDER'S
OBLIGATIONS UNDER THIS AGREEMENT TO THE OTHER PARTIES TO THIS AGREEMENT SHALL
REMAIN UNCHANGED, SUCH LENDER SHALL REMAIN SOLELY RESPONSIBLE FOR THE
PERFORMANCE THEREOF, SUCH LENDER SHALL REMAIN THE HOLDER OF ANY SUCH LOAN FOR
ALL PURPOSES UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND THE RELEVANT
BORROWER AND THE AGENTS SHALL CONTINUE TO DEAL SOLELY AND DIRECTLY WITH SUCH
LENDER IN CONNECTION WITH SUCH LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS. IN NO EVENT SHALL ANY PARTICIPANT UNDER
ANY SUCH PARTICIPATION HAVE ANY RIGHT TO APPROVE ANY AMENDMENT OR WAIVER OF ANY
PROVISION OF ANY LOAN DOCUMENT, OR ANY CONSENT TO ANY DEPARTURE BY ANY LOAN
PARTY THEREFROM, EXCEPT TO THE EXTENT THAT SUCH AMENDMENT, WAIVER OR CONSENT
WOULD REQUIRE THE CONSENT OF ALL LENDERS PURSUANT TO SECTION 10.1. EACH BORROWER
AGREES THAT IF AMOUNTS OUTSTANDING UNDER THIS AGREEMENT AND THE LOANS ARE DUE OR
UNPAID, OR SHALL HAVE BEEN DECLARED OR SHALL HAVE BECOME DUE AND PAYABLE UPON
THE OCCURRENCE OF AN EVENT OF DEFAULT, EACH PARTICIPANT SHALL, TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, BE DEEMED TO HAVE THE RIGHT OF SETOFF 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, PROVIDED THAT, IN PURCHASING
SUCH PARTICIPATING INTEREST, SUCH PARTICIPANT SHALL BE DEEMED TO HAVE AGREED TO
SHARE WITH THE LENDERS THE PROCEEDS THEREOF AS PROVIDED IN SECTION 10.7(A) AS
FULLY AS IF SUCH PARTICIPANT WERE A LENDER HEREUNDER. EACH BORROWER ALSO AGREES
THAT EACH PARTICIPANT SHALL BE ENTITLED TO THE BENEFITS OF SECTIONS 2.19, 2.20
AND 2.21 WITH RESPECT TO ITS PARTICIPATION IN THE COMMITMENTS AND THE LOANS
OUTSTANDING FROM TIME TO TIME AS IF SUCH PARTICIPANT WERE A LENDER; PROVIDED
THAT, IN THE CASE OF SECTION 2.20, SUCH PARTICIPANT SHALL HAVE COMPLIED WITH THE
REQUIREMENTS OF SAID SECTION AND SECTION 9.12, 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.
(C)
ANY LENDER (AN "ASSIGNOR") MAY, IN
ACCORDANCE WITH APPLICABLE LAW AND UPON WRITTEN NOTICE TO THE ADMINISTRATIVE
AGENT (AND, IN ADDITION, (X) IN THE CASE OF AN ASSIGNMENT WITH RESPECT TO A
CANADIAN BORROWER FACILITY, THE CANADIAN AGENT AND (Y) IN THE CASE OF AN
ASSIGNMENT WITH RESPECT TO THE DUAL CURRENCY REVOLVING CREDIT FACILITY, THE US
DUAL CURRENCY RCF AGENT AND THE CANADIAN AGENT), AT ANY TIME AND FROM TIME TO
TIME ASSIGN TO (I) ANY LENDER OR ANY AFFILIATE, RELATED FUND OR CONTROL
INVESTMENT AFFILIATE THEREOF OR (II) WITH THE CONSENT OF THE US BORROWER, THE
ADMINISTRATIVE AGENT, THE US DUAL CURRENCY RCF AGENT (IN THE CASE OF AN
ASSIGNMENT WITH RESPECT TO THE