Common use of Assignee or Participant Affiliated Clause in Contracts

Assignee or Participant Affiliated. with the Borrower. ---------------------------------------------------- If any assignee Bank is an Affiliate of the Borrower, then any such assignee Bank shall have no right to vote as a Bank hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or other modifications to any of the Loan Documents or for purposes of making requests to the Agent pursuant to (S)14.1 or (S)14.2, and the determination of the Majority Banks shall for all purposes of this Agreement and the other Loan Documents be made without regard to such assignee Bank's interest in any of the Loans. If any Bank sells a participating interest in any of the Loans or Reimbursement Obligations to a participant, and such participant is the Borrower or an Affiliate of the Borrower, then such transferor Bank shall promptly notify the Agent of the sale of such participation. A transferor Bank shall have no right to vote as a Bank hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or modifications to any of the Loan Documents or for purposes of making requests to the Agent pursuant to (S)14.1 or (S)14.2 to the extent that such participation is beneficially owned by the Borrower or any Affiliate of the Borrower, and the determination of the Majority Banks shall for all purposes of this Agreement and the other Loan Documents be made without regard to the interest of such transferor Bank in the Loans to the extent of such participation.

Assignee or Participant Affiliated. with the BorrowerBorrowers. ---------------------------------------------------- If any assignee Bank is an Affiliate affiliate of the BorrowerBorrowers, then any such assignee Bank shall have no right to vote as a Bank hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or other modifications to any of the Loan Documents or for purposes of making requests to the Agent pursuant to (S)14.1 or (S)14.2ss.10, and the determination of the Majority Banks shall for all purposes of this Agreement and the other Loan Documents be made without regard to such assignee Bank's interest in any of the Loans. If any Bank sells a participating interest in any of the Loans or Reimbursement Obligations to a participant, and such participant is one of the Borrower Borrowers or an Affiliate affiliate of one 81 of the BorrowerBorrowers, then such transferor Bank shall promptly notify the Agent of the sale of such participation. A transferor Bank shall have no right to vote as a Bank hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or modifications to any of the Loan Documents or for purposes of making requests to the Agent pursuant to (S)14.1 or (S)14.2 ss.10 to the extent that such participation is beneficially owned by either of the Borrower Borrowers or any Affiliate affiliate of either of the BorrowerBorrowers, and the determination of the Majority Banks shall for all purposes of this Agreement and the other Loan Documents be made without regard to the interest of such transferor Bank in the Loans to the extent of such participation.

Assignee or Participant Affiliated. with the Borrower. ---------------------------------------------------- If any assignee Bank is an Affiliate of the Borrower, then any such assignee Bank shall have no right to vote as a Bank hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or other modifications to any of the Loan Documents or for purposes of making requests to the Agent pursuant to (S)14.1 S)13.1 or (S)14.2S)13.2, and the determination of the Majority Banks shall for all purposes of this Credit Agreement and the other Loan Documents be made without regard to such assignee Bank's interest in any of the Revolving Credit Loans. If any Bank sells a participating interest in any of the Revolving Credit Loans or Reimbursement Obligations to a participant, and such participant is the Borrower or an Affiliate of the Borrower, then such transferor Bank shall promptly notify the Agent of the sale of such participation. A transferor Bank shall have no right to vote as a Bank hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or modifications to any of the Loan Documents or for purposes of making requests to the Agent pursuant to (S)14.1 S)13.1 or (S)14.2 S)13.2 to the extent that such participation is beneficially owned by the Borrower or any Affiliate of the Borrower, and the determination of the Majority Banks shall for all purposes of this Agreement and the other Loan Documents be made without regard to the interest of such transferor Bank in the Revolving Credit Loans to the extent of such participation.

Assignee or Participant Affiliated. with the Borrower. ---------------------------------------------------- If any assignee Bank is an Affiliate of the Borrower, then any such assignee Bank shall have no right to vote as a Bank hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or other modifications to any of the Loan Documents or for purposes of making requests to the Agent Agents pursuant to (S)14.1 12.1 or (S)14.212.2, and the determination of the Majority Banks shall for all purposes of this Agreement and the other Loan Documents be made without regard to such assignee Bank's interest in any of the Loans. If any Bank sells a participating interest in any of the Loans or Reimbursement Obligations to a participant, and such participant is the Borrower or an Affiliate of the Borrower, then such transferor Bank shall promptly notify the Agent Agents of the sale of such participation. A transferor Bank shall have no right to vote as a Bank hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or modifications to any of the Loan Documents or for purposes of making requests to the Agent Agents pursuant to (S)14.1 12.1 or (S)14.2 12.2 to the extent that such participation is beneficially owned by the Borrower or any Affiliate of the Borrower, and the determination of the Majority Banks shall for all purposes of this Agreement and the other Loan Documents be made without regard to the interest of such transferor Bank in the Loans to the extent of such participation. 18.8.

Assignee or Participant Affiliated. with the Borrower. ---------------------------------------------------- If any assignee Bank Lender is an Affiliate of the Borrower, then any such assignee Bank Lender shall have no right to vote as a Bank Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or other modifications to of any of the Loan Documents or and for purposes of making requests to the Agent pursuant to (S)14.1 or (S)14.2, and the determination of the Majority Banks Lenders shall for all purposes of this Agreement and the other Loan Documents be made without regard to such assignee BankLender's interest in any of the Loans. If any Bank Lender sells a participating interest in any of the Loans or Reimbursement Obligations to a participant, participant and such participant is the Borrower or an Affiliate of the Borrower, then such transferor Bank Lender shall promptly notify the Agent of the sale of such participation. A Such transferor Bank Lender shall have no right to vote as a Bank Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or modifications to any of the Loan Documents or for purposes of making requests to the Agent pursuant to (S)14.1 or (S)14.2 to the extent that such participation is beneficially owned by the Borrower or any Affiliate of the Borrower, and the determination of the Majority Banks Lenders shall for all purposes of this Agreement and the other Loan Documents be made without regard to the interest of such transferor Bank Lender in the Loans to the extent of such participation.

Assignee or Participant Affiliated. with the Borrower. ---------------------------------------------------- If any assignee Bank is an Affiliate of the BorrowerCompany, then any such assignee Bank shall have no right to vote as a Bank hereunder or under any of the other Loan Other Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or other modifications to this Agreement or any of the Loan Other Documents or for purposes of making requests to the Agent pursuant to (S)14.1 or (S)14.2Section 11 hereof, and the determination of the Majority Banks shall shall, for all purposes of this Agreement and the other Loan Documents Other Documents, be made without regard to such assignee Bank's interest in any of the LoansLoans or the Letter of Credit Participations, including, without limitation, determinations requiring the consent of all Banks. If any Bank sells a participating interest in any of the Loans or Reimbursement Obligations the Letter of Credit Participations to a participant, and such participant is the Borrower Company or an Affiliate of the BorrowerCompany, then such transferor Bank shall promptly notify the Agent of the sale of such participation. A transferor Bank shall have no right to vote as a Bank hereunder under this Agreement or under any of the other Loan Other Documents for purposes of (i) granting consents or waivers or for purposes of waivers, (ii) agreeing to amendments or modifications to this -66- 70 Agreement or any of the Loan Other Documents or for purposes of or, (iii) making requests to the Agent pursuant to (S)14.1 or (S)14.2 Section 11 hereof to the extent that such participation is beneficially owned by the Borrower Company or any Affiliate of the BorrowerCompany, and the determination of the Majority Banks Bank shall for all purposes of this Agreement and the other Loan Other Documents be made without regard to the interest of such transferor Bank in the Loans or the Letter of Credit Participations to the extent of such participation.

Assignee or Participant Affiliated. with the Borrower. ---------------------------------------------------- If any assignee Bank is an Affiliate of the Borrower, then any such assignee Bank shall have no right to vote as a Bank hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or other modifications to any of the Loan Documents or for purposes of making requests to the Agent pursuant to (S)14.1 Section 13.1 or (S)14.2Section 13.2, and the determination of the Majority Banks shall for all purposes of this Agreement and the other Loan Documents be made without regard to such assignee Bank's interest in any of the Revolving Credit Loans. If any Bank sells a participating interest in any of the Revolving Credit Loans or Reimbursement Obligations to a participant, and such participant is the Borrower or an Affiliate of the Borrower, then such transferor Bank shall promptly notify the Agent of the sale of such participation. A transferor Bank shall have no right to vote as a Bank hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or modifications to any of the Loan Documents or for purposes of making requests to the Agent pursuant to (S)14.1 Section 13.1 or (S)14.2 Section 13.2 to the extent that such participation is beneficially owned by the Borrower or any Affiliate of the Borrower, and the determination of the Majority Banks shall for all purposes of this Credit Agreement and the other Loan Documents be made without regard to the interest of such transferor Bank in the Revolving Credit Loans to the extent of such participation.

Assignee or Participant Affiliated. with the BorrowerCompany. ---------------------------------------------------- If any assignee Bank is an Affiliate of the BorrowerCompany, then any such assignee Bank shall have no right to vote as a Bank hereunder or under any of the other Loan Other Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or other modifications to this Agreement or any of the Loan Other Documents or for purposes of making requests to the Agent pursuant to (S)14.1 or (S)14.2Section 12 hereof, and the determination of the Majority Banks shall shall, for all purposes of this Agreement and the other Loan Documents Other Documents, be made without regard to such assignee Bank's interest in any of the LoansLoans or the Letter of Credit Participations, including, without limitation, determinations requiring the consent of all Banks. If any Bank sells a participating interest in any of the Loans or Reimbursement Obligations the Letter of Credit Participations to a participant, and such participant is the Borrower Company or an Affiliate of the BorrowerCompany, then such transferor Bank shall promptly notify the Agent of the sale of such participation. A transferor Bank shall have no right to vote as a Bank hereunder under this Agreement or under any of the other Loan Other Documents for purposes of (i) granting consents or waivers or for purposes of waivers, (ii) agreeing to amendments or modifications to this Agreement or any of the Loan Other Documents or for purposes of or, (iii) making requests to the Agent pursuant to (S)14.1 or (S)14.2 Section 12 hereof to the extent that such participation is beneficially owned by the Borrower Company or any Affiliate of the BorrowerCompany, and the determination of the Majority Banks Bank shall for all purposes of this Agreement and the other Loan Other Documents be made without regard to the interest of such transferor Bank in the Loans or the Letter of Credit Participations to the extent of such participation.

Assignee or Participant Affiliated. with the Borrower. ---------------------------------------------------- Borrower If any assignee Bank is an Affiliate of the Borrower, then any such assignee Bank shall have no right to vote as a Bank hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or other modifications to any of the Loan Documents or for purposes of making requests to the Agent pursuant to (S)14.1 S)13.1 or (S)14.2S)13.2 hereof, and the determination of the Majority Banks shall for all purposes of this Agreement and the other Loan Documents be made without regard to such assignee Bank's interest in any of the Revolving Credit Loans. If any Bank sells a participating interest in any of the Revolving Credit Loans or Reimbursement Obligations to a participant, and such participant is the Borrower or an Affiliate of the Borrower, then such transferor Bank shall promptly notify the Agent of the sale of such participation. A transferor Bank shall have no right to vote as a Bank hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or modifications to any of the Loan Documents or for purposes of making requests to the Agent pursuant to (S)14.1 S)13.1 or (S)14.2 S)13.2 hereof to the extent that such participation is beneficially owned by the Borrower or any Affiliate of the Borrower, and the determination of the Majority Banks shall for all purposes of this Agreement and the other Loan Documents be made without regard to the interest of such transferor Bank in the Revolving Credit Loans to the extent of such participation.

Assignee or Participant Affiliated. with the BorrowerBorrowers. ---------------------------------------------------- If any assignee Bank Lender is an Affiliate of any of the BorrowerBorrowers, then any such assignee Bank Lender shall have no right to vote as a Bank Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or other modifications to any of the Loan Documents or for purposes of making requests to the Agent pursuant to (S)14.1 ss.13.1 or (S)14.2ss.13.2, and the determination of the Majority Banks Lenders shall for all purposes of this Credit Agreement and the other Loan Documents be made without regard to such assignee BankLender's interest in any of the LoansLoans or Reimbursement Obligations. If any Bank Lender sells a participating interest in any of the Loans or Reimbursement Obligations to a participant, and such participant is the a Borrower or an Affiliate of any of the BorrowerBorrowers, then such transferor Bank Lender shall promptly notify the Agent of the sale of such participation. A transferor Bank Lender shall have no right to vote as a Bank Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or modifications to any of the Loan Documents or for purposes of making requests to the Agent pursuant to (S)14.1 ss.13.1 or (S)14.2 ss.13.2 to the extent that such participation is beneficially owned by the a Borrower or any Affiliate of any of the BorrowerBorrowers, and the determination of the Majority Banks Lenders shall for all purposes of this Credit Agreement and the other Loan Documents be made without regard to the interest of such transferor Bank Lender in the Loans or Reimbursement Obligations to the extent of such participation.

Assignee or Participant Affiliated. with the BorrowerBorrowers. ---------------------------------------------------- If any assignee Bank Lender is an Affiliate of the BorrowerBorrowers, then any such assignee Bank Lender shall have no right to vote as a Bank Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or other modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to (S)14.1 ss.13.1 or (S)14.2ss.13.2, and the determination of the Majority Banks Lenders shall for all purposes of this Credit Agreement and the other Loan Documents be made without regard to such assignee BankLender's interest in any of the Loans. If any Bank Lender sells a participating interest in any of the Loans or Reimbursement Obligations to a participant, and such participant is the an Borrower or an Affiliate of the an Borrower, then such transferor Bank Lender shall promptly notify the Administrative Agent of the sale of such participation. A transferor Bank Lender shall have no right to vote as a Bank Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to (S)14.1 ss.13.1 or (S)14.2 ss.13.2 to the extent that such participation is beneficially owned by the either Borrower or any Affiliate of the such Borrower, and the determination of the Majority Banks Lenders shall for all purposes of this Credit Agreement and the other Loan Documents be made without regard to the interest of such transferor Bank Lender in the Loans to the extent of such participation.

Assignee or Participant Affiliated. with the Borrower. ---------------------------------------------------- If any assignee Bank is an Affiliate of the Borrower, then any such assignee Bank shall have no right to vote as a Bank hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or other modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to (S)14.1 ss.14.1 or (S)14.2ss.14.2, and the determination of the Majority Required Banks shall for all purposes of this Credit Agreement and the other Loan Documents be made without regard to such assignee Bank's interest in any of the Loans. If any Bank sells a participating interest in any of the Loans or Reimbursement Obligations to a participant, and such participant is the Borrower or an Affiliate of the Borrower, then such transferor Bank shall promptly notify the Administrative Agent of the sale of such participation. A transferor Bank shall have no right to vote as a Bank hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to (S)14.1 ss.14.1 or (S)14.2 ss.14.2 to the extent that such participation is beneficially owned by the Borrower or any Affiliate of the Borrower, and the determination of the Majority Required Banks shall for all purposes of this Credit Agreement and the other Loan Documents be made without regard to the interest of such transferor Bank in the Loans to the extent of such participation.