Common use of Credit Participants Clause in Contracts

Credit Participants. Each Lender may, without the consent of the Company or the Agent, in compliance with applicable laws in connection with such participation, sell to one or more commercial banks, other financial institutions or funds in the business of making or purchasing loans similar to the Credit Obligations (each a “Credit Participant”) participations in all or a portion of its interests, rights and obligations under this Agreement and the other Credit Documents (including all or a portion of its Commitment, the Loan owing to it and the Note held by it); provided, however, that: (a) such Lender’s obligations under this Agreement shall remain unchanged; (b) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; (c) such Lender shall provide the Company with prompt written notice of the name of the applicable Credit Participant; (d) such Credit Participant shall be entitled to the benefit of the cost protection provisions contained in Sections 3.4 and 9, but shall not be entitled to receive any greater payment thereunder than the selling Lender would have been entitled to receive with respect to the interest so sold if such interest had not been sold; and (e) the Company, the other Lenders 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, under any agreements between such Lender and such Credit Participant, such Lender shall retain the sole right as one of the Lenders to vote (and to determine how to vote) with respect to the enforcement of the obligations of the Obligors relating to the Loan and the approval of any amendment, modification or waiver of any provision of this Agreement (other than amendments, modifications, consents or waivers described in clause (b) of the proviso to Section 14.1, with respect to which such Credit Participant may determine how to vote). The Company agrees, to the fullest extent permitted by applicable law, that any Credit Participant and any Lender purchasing a participation from another Lender pursuant to Section 10.5 may exercise all rights of payment (including the right of set-off), with respect to its participation as fully as if such Credit Participant or such Lender were the direct creditor of the Company and a Lender hereunder in the amount of such participation.

Credit Participants. Each Lender Bank may, without the consent of the Company or Borrower and with the consent of the Administrative Agent, in compliance with applicable laws in connection with such participation, sell to one or more commercial banks, banks or other financial institutions or funds in the business of making or purchasing loans similar to the Credit Obligations (each a “"Credit Participant”") participations in all or a portion of its interests, rights and obligations under this Agreement and the other Credit Loan Documents (including all or a portion of its CommitmentCommitments, the Loan Loans and Letter of Credit exposure owing to it and the Note Notes held by it); provided, however, that: (ai) such Lender’s Bank's obligations under this Agreement shall remain unchanged; (bii) such Lender Bank shall remain solely responsible to the other parties hereto for the performance of such obligations; (ciii) such Lender shall provide the Company with prompt written notice of the name of the applicable Credit Participant; (d) such Credit Participant shall be entitled to the benefit of the any cost protection provisions contained in Sections 3.4 and 9the Credit Agreement, but shall not be entitled to receive any greater payment thereunder than the selling Lender Bank would have been entitled to receive with respect to the interest so sold if such interest had not been sold; and (eiv) the CompanyBorrower, the other Lenders Administrative Agent and the Agent other Banks shall continue to deal solely and directly with such Lender Bank in connection with such Lender’s Bank's rights and obligations under this Agreement andAgreement, under any agreements between such Lender and such Credit Participant, such Lender Bank shall retain the sole right as one of the Lenders Banks to vote (and to determine how to vote) with respect to the enforcement of the obligations of the Obligors Borrower relating to the Loan Loans and Letter of Credit Exposure and the approval of any amendment, modification or waiver of any provision of this Agreement (other than amendments, modifications, consents or waivers described in clause (b) of the proviso to Section 14.1, with respect to which such Credit Participant may determine how to vote10.6(ii)). The Company Borrower agrees, to the fullest extent permitted by applicable law, that any Credit Participant and any Lender Bank purchasing a participation from another Lender Bank pursuant to Section 10.5 11.1 may exercise all rights of payment (including the right of set-off), with respect to its participation as fully as if such Credit Participant or such Lender Bank were the direct creditor of the Company Borrower and a Lender Bank hereunder in the amount of such participation. Upon receipt of notice of the address of each Credit Participant, the Borrower shall thereafter supply such Credit Participants with the same information and reports communicated to the Banks. The Borrower hereby acknowledges and agrees that Credit Participants shall be deemed a holder of the applicable Notes to the extent of their respective participation, and the Borrower hereby waives its right, if any, to offset amounts owing to the Borrower from the Banks against each Credit Participant's portion of the applicable Notes.

Credit Participants. Each Lender may, without the consent of the Company Borrowers or the Agent, in compliance with applicable laws in connection with such participation, sell to one or more commercial banks, other financial institutions or funds in the business of making or purchasing loans similar to the Credit Obligations (each a “"Credit Participant”") participations in all or a portion of its interests, rights and obligations under this Agreement and the other Credit Documents (including all or a portion of its Commitment, the Loan and Letter of Credit Exposure owing to it and the Note held by it); provided, however, that: (a) such Lender’s 's obligations under this Agreement shall remain unchanged; (b) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; (c) such Lender shall provide the Company with prompt written notice of the name of the applicable Credit Participant; (d) such Credit Participant shall be entitled to the benefit of the cost protection provisions contained in Sections 3.4 3.3.4, 3.6 and 99 (without duplication of any payments made under such Sections to the selling Lender), but shall not be entitled to receive any greater payment thereunder than the selling Lender would have been entitled to receive with respect to the interest so sold if such interest had not been sold; and (ed) the CompanyBorrowers, the Agent and the other Lenders and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement and, under any agreements between such Lender and such Credit Participant, such Lender shall retain the sole right as one of the Lenders to vote (and to determine how to vote) with respect to the enforcement of the obligations of the Obligors relating to the Loan and Letter of Credit Exposure and the approval of any amendment, modification or waiver of any provision of this Agreement (other than amendments, modifications, consents or waivers described in clause (b) of the proviso to Section 14.115.1, with respect to which such the Credit Participant may determine how to vote). The Company Each Obligor agrees, to the fullest extent permitted by applicable law, that any Credit Participant and any Lender purchasing a participation from another Lender pursuant to Section 10.5 may exercise all rights of payment (including the right of set-off), ) with respect to its participation as fully as if such Credit Participant or such Lender were the direct creditor of the Company Obligors and a Lender hereunder in the amount of such participation so long as such participant provides written notice to the Company about its participation at the time of such participation.

Credit Participants. Each Lender may, (a) without the consent ------------------- of the Company or the AgentAgent if the proposed participant is already a Lender or a Credit Participant hereunder or a Wholly Owned Subsidiary of the same corporate parent of which the Lender is a Subsidiary or (b) otherwise with the consents of the Agent and (so long as no Event of Default exists) the Company (which consents will not be unreasonably withheld), in compliance with applicable laws in connection with such participation, sell to one or more commercial banks, banks or other financial institutions or funds in the business of making or purchasing loans similar to the Credit Obligations (each a “"Credit Participant”") participations in all ------------------ or a portion of its interests, rights and obligations under this Agreement and the other Credit Documents (including all or a portion of its Commitment, the Loan and Letter of Credit Exposure owing to it and the Note held by it); provided, however, that:: -------- ------- (a) such Lender’s 's obligations under this Agreement shall remain unchanged; (b) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; (c) such Lender shall provide the Company with prompt written notice of the name of the applicable Credit Participant; (d) such Credit Participant shall be entitled to the benefit of the cost protection provisions contained in Sections 3.4 3.2.4, 3.5, 3.6, 3.7, 3.8 and 911, but shall not be entitled to receive any greater payment thereunder than the selling Lender would have been entitled to receive with respect to the interest so sold if such interest had not been sold; and (ed) the Company, the Agent and the other Lenders and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement andAgreement, under any agreements between such Lender and such Credit Participant, such Lender shall retain the sole right as one of the Lenders to vote (and to determine how to vote) with respect to the enforcement of the obligations of the Obligors Company relating to the Loan and Letter of Credit Exposure and the approval of any amendment, modification or waiver of any provision of this Agreement (other than amendments, modifications, consents or waivers described in clause (b) of the proviso to Section 14.1, with respect to which such Credit Participant may determine how to vote). The Company agrees, to the fullest extent permitted by applicable law, that any Credit Participant and any Lender purchasing a participation from another Lender pursuant to Section 10.5 may exercise all rights of payment (including the right of set-off), with respect to its participation as fully as if such Credit Participant or such Lender were the direct creditor of the Company and a Lender hereunder in the amount of such participation12.

Credit Participants. Each Lender may, without the consent of the Company or the Agent, in compliance with applicable laws in connection with such participation, sell to one or more commercial banks, banks or other financial institutions or funds in the business of making or purchasing loans similar to the Credit Obligations (each a “Credit Participant”) participations in all or a portion of its interests, rights and obligations under this Agreement and the other Credit Documents (including all or a portion of its Commitment, the Loan and Letter of Credit Exposure owing to it and the Note held by it); provided, however, that: (a) such Lender’s obligations under this Agreement shall remain unchanged; (b) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; (c) such Lender shall provide the Company with prompt written notice of the name of the applicable Credit Participant; (d) such Credit Participant shall be entitled to the benefit of the cost protection provisions contained in Sections 3.4 3.2.4, 3.5, 3.6, 3.7, 3.8 and 911, but shall not be entitled to receive any greater payment thereunder than the selling Lender would have been entitled to receive with respect to the interest so sold if such interest had not been sold; and (ed) the Company, the Agent and the other Lenders 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 andAgreement, under any agreements between such Lender and such Credit Participant, such Lender shall retain the sole right as one of the Lenders to vote (and to determine how to vote) with respect to the enforcement of the obligations of the Obligors Company relating to the Loan and Letter of Credit Exposure and the approval of any amendment, modification or waiver of any provision of this Agreement (other than amendments, modifications, consents or waivers described in clause (b) of the proviso to Section 14.1, with respect to which such Credit Participant may determine how to vote12.6). The Company Each Obligor agrees, to the fullest extent permitted by applicable law, that any Credit Participant and any Lender purchasing a participation from another Lender pursuant to Section 10.5 12.5 may exercise all rights of payment (including the right of set-off), with respect to its participation as fully as if such Credit Participant or such Lender were the direct creditor of the Company Obligors and a Lender hereunder in the amount of such participation.

Credit Participants. Each Lender may, without the consent of the Company Principal Companies or the Administrative Agent, in compliance with applicable laws in connection with such participation, sell to one or more commercial banks, other financial institutions or funds in the business of making or purchasing loans similar to the Credit Obligations (each a “"Credit Participant”") participations in all or a portion of its interests, rights and obligations under this Agreement and the other Credit Documents (including all or a portion of its Commitment, the Loan owing to it and the Note Revolving Notes held by it); provided, however, that: (a) such Lender’s 's obligations under this Agreement shall remain unchanged; (b) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; (c) such Lender shall provide the Company with prompt written notice of the name of the applicable Credit Participant; (d) such Credit Participant shall be entitled to the benefit of the cost protection provisions contained in Sections 3.4 3.2.4, 3.4, 3.5 and 9, but shall not be entitled to receive any greater payment thereunder than the selling Lender would have been entitled to receive with respect to the interest so sold if such interest had not been sold; and (ed) the CompanyBorrower, the Administrative Agent and the other Lenders and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement and, under any agreements between such Lender and such Credit Participant, such Lender shall retain the sole right as one of the Lenders to vote (and to determine how to vote) with respect to the enforcement of the obligations of the Obligors Principal Companies relating to the Loan and the approval of any amendment, modification or waiver of any provision of this Agreement (other than amendments, modifications, consents or waivers described in clause (b) of the proviso to Section 14.115.1, with respect to which such the Credit Participant may determine how to vote). The Company Each of the Principal Companies agrees, to the fullest extent permitted by applicable law, that any Credit Participant and any Lender purchasing a participation from another Lender pursuant to Section 10.5 may exercise all rights of payment (including the right of set-off), with respect to its participation as fully as if such Credit Participant or such Lender were the direct creditor of the Company Principal Companies and a Lender hereunder in the amount of such participation.

Credit Participants. Each Lender may, without the consent of the Company Borrowers or the Agent, in compliance with applicable laws in connection with such participation, sell to one or more commercial banks, banks or other financial institutions or funds in the business of making or purchasing loans similar to the Credit Obligations (each a “Credit Participant”) participations in all or a portion of its interests, rights and obligations under this Agreement and the other Credit Documents (including all or a portion of its Commitment, and the Loan portion of the Loans owing to it and the Note held by it); provided, however, that: (a) such Lender’s obligations under this Agreement shall will remain unchanged; (b) such Lender shall will remain solely responsible to the other parties hereto for the performance of such obligations; (c) such Lender shall provide the Company with prompt written notice of the name of the applicable Credit Participant; (d) such Credit Participant shall will be entitled to the benefit of the cost protection provisions contained in Sections 3.4 3.2.4, 12.1(c) and 912.2, but shall will not be entitled to receive any greater payment thereunder than the selling such Lender would have been entitled to receive with respect to the interest so sold if such interest had not been sold; and (ed) the CompanyBorrowers, the Agent and the other Lenders and the Agent shall will continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement andAgreement, under any agreements between and such Lender and such Credit Participant, such Lender shall will retain the sole right as one of the Lenders to vote (and to determine how to vote) with respect to the enforcement of the obligations of the Obligors relating to Borrowers under the Loan Credit Documents and the approval of any amendment, modification or waiver of any provision of this Agreement (other than amendments, modifications, consents or waivers described in clause (bthat increase the credit, reduce the interest rate or extend the stated time of payment hereunder) of the proviso to Section 14.1, with respect to which such or any other Credit Participant may determine how to vote)Documents. The Company Each Obligor agrees, to the fullest extent permitted by applicable law, that any Credit Participant and any Lender purchasing a participation from another Lender pursuant to Section 10.5 14.2 may exercise all rights of payment (including the right of set-off), with respect to its participation as fully as if such Credit Participant or such Lender were the direct creditor of the Company Obligors and a Lender hereunder in the amount of such participation.

Credit Participants. Each Lender Bank may, without the consent of the Company or Borrower and with the consent of the Administrative Agent, in compliance with applicable laws in connection with such participation, sell to one or more commercial banks, banks or other financial institutions or funds in the business of making or purchasing loans similar to the Credit Obligations (each a “"Credit Participant”") participations in all or a portion of its interests, rights and obligations under this Agreement and the other Credit Loan Documents (including all or a portion of its CommitmentCommitments, the Loan Loans and Letter of Credit exposure owing to it and the Note Notes held by it); provided, however, that: (ai) such Lender’s Bank's obligations under this Agreement shall remain unchanged; (bii) such Lender Bank shall remain solely responsible to the other parties hereto for the performance of such obligations; (ciii) such Lender shall provide the Company with prompt written notice of the name of the applicable Credit Participant; (d) such Credit Participant shall be entitled to the benefit of the any cost protection provisions contained in Sections 3.4 and 9the Credit Agreement, but shall not be entitled to receive any greater payment thereunder than the selling Lender would have been entitled to receive with respect to the interest so sold if such interest had not been sold; andpayment (eiv) the CompanyBorrower, the other Lenders Administrative Agent and the Agent other Banks shall continue to deal solely and directly with such Lender Bank in connection with such Lender’s Bank's rights and obligations under this Agreement andAgreement, under any agreements between such Lender and such Credit Participant, such Lender Bank shall retain the sole right as one of the Lenders Banks to vote (and to determine how to vote) with respect to the enforcement of the obligations of the Obligors Borrower relating to the Loan Loans and Letter of Credit Exposure and the approval of any amendment, modification or waiver of any provision of this Agreement (other than amendments, modifications, consents or waivers described in clause (b) of the proviso to Section 14.1, with respect to which such Credit Participant may determine how to vote10.6(ii)). The Company Borrower agrees, to the fullest extent permitted by applicable law, that any Credit Participant and any Lender Bank purchasing a participation from another Lender Bank pursuant to Section 10.5 11.1 may exercise all rights of payment (including the right of set-off), with respect to its participation as fully as if such Credit Participant or such Lender Bank were the direct creditor of the Company Borrower and a Lender Bank hereunder in the amount of such participation. Upon receipt of notice of the address of each Credit Participant, the Borrower shall thereafter supply such Credit Participants with the same information and reports communicated to the Banks. The Borrower hereby acknowledges and agrees that Credit Participants shall be deemed a holder of the applicable Notes to the extent of their respective participation, and the Borrower hereby waives its right, if any, to offset amounts owing to the Borrower from the Banks against each Credit Participant's portion of the applicable Notes.

Credit Participants. Each Lender Bank may, without the consent of the Company or Borrowers and with the consent of the Administrative Agent, in compliance with applicable laws in connection with such participation, sell to one or more commercial banks, banks or other financial institutions or funds in the business of making or purchasing loans similar to the Credit Obligations (each a “"Credit Participant”") participations in all or a portion of its interests, rights and obligations under this Agreement and the other Credit Loan Documents (including all or a portion of its CommitmentPercentage Interest in the Commitments, the Loan Loans and Letter of Credit Exposure owing to it and the Note Notes held by it); providedPROVIDED, howeverHOWEVER, that: (ai) such Lender’s Bank's obligations under this Agreement shall remain unchanged; (bii) such Lender Bank shall remain solely responsible to the other parties hereto for the performance of such obligations; (ciii) such Lender shall provide the Company with prompt written notice of the name of the applicable Credit Participant; (d) such Credit Participant shall be entitled to the benefit of the any cost protection provisions contained in Sections 3.4 and 9the Credit Agreement, but shall not be entitled to receive any greater payment thereunder than the selling Lender Bank would have been entitled to receive with respect to the interest so sold if such interest had not been sold; and (eiv) the CompanyBorrowers, the other Lenders Administrative Agent and the Agent other Banks shall continue to deal solely and directly with such Lender Bank in connection with such Lender’s Bank's rights and obligations under this Agreement andAgreement, under any agreements between such Lender and such Credit Participant, such Lender Bank shall retain the sole right as one of the Lenders Banks to vote (and to determine how to vote) with respect to the enforcement of the obligations of the Obligors Borrowers relating to the Loan Loans and Letter of Credit Exposure and the approval of any amendment, modification or waiver of any provision of this Agreement (other than amendments, modifications, consents or waivers described in clause (b) of the proviso to Section 14.1, with respect to which such Credit Participant may determine how to vote10.6(ii)). The Company agreesBorrowers agree, to the fullest extent permitted by applicable law, that any Credit Participant and any Lender Bank purchasing a participation from another Lender Bank pursuant to Section 10.5 11.1 may exercise all rights of payment (including the right of set-off), with respect to its participation as fully as if such Credit Participant or such Lender Bank were the direct creditor of the Company Borrowers and a Lender Bank hereunder in the amount of such participation. Upon receipt of notice of the address of each Credit Participant, the Borrowers shall thereafter supply such Credit Participants with the same information and reports communicated to the Banks. The Borrowers hereby acknowledge and agree that Credit Participants shall be deemed a holder of the applicable Bank Notes to the extent of their respective participation, and the Borrowers hereby waive its right, if any, to offset amounts owing to the Borrowers from the Banks against each Credit Participant's portion of the applicable Bank Notes.

Credit Participants. Each Lender Bank may, without the consent of the Company or Borrower and with the consent of the Administrative Agent, in compliance with applicable laws in connection with such participation, sell to one or more commercial banks, banks or other financial institutions or funds in the business of making or purchasing loans similar to the Credit Obligations (each a “"Credit Participant”") participations in all or a portion of its interests, rights and obligations under this Agreement and the other Credit Loan Documents (including all or a portion of its CommitmentCommitments, the Loan Loans and Letter of Credit exposure owing to it and the Note Notes held by it); provided, however, that: (ai) such Lender’s Bank's obligations under this Agreement shall remain unchanged; (bii) such Lender Bank shall remain solely responsible to the other parties hereto for the performance of such obligations; (ciii) such Lender shall provide the Company with prompt written notice of the name of the applicable Credit Participant; (d) such Credit Participant shall be entitled to the benefit of the any cost protection provisions contained in Sections 3.4 and 9the Credit Agreement, but shall not be entitled to receive any greater payment thereunder than the selling Lender Bank would have been entitled to receive with respect to the interest so sold if such interest had not been sold; and (eiv) the CompanyBorrower, the other Lenders Administrative Agent and the Agent other Banks shall continue to deal solely and directly with such Lender Bank in connection with such Lender’s Bank's rights and obligations under this Agreement andAgreement, under any agreements between such Lender and such Credit Participant, such Lender Bank shall retain the sole right as one of the Lenders Banks to vote (and to determine how to vote) with respect to the enforcement of the obligations of the Obligors Borrower relating to the Loan Loans and Letter of Credit Exposure and the approval of any amendment, modification or waiver of any provision of this Agreement (other than amendments, modifications, consents or waivers described in clause (b) of the proviso to Section 14.1, with respect to which such Credit Participant may determine how to vote10.6(ii)). The Company Borrower agrees, to the fullest extent permitted by applicable law, that any Credit Participant and any Lender Bank purchasing a participation from another Lender Bank pursuant to Section 10.5 11.1 may exercise all rights of payment (including the right of set-off), with respect to its participation as fully as if such Credit Participant or such Lender Bank were the direct creditor of the Company Borrower and a Lender Bank hereunder in the amount of such participation.. Upon receipt of notice of the address of each Credit Participant, the Borrower shall thereafter supply such Credit Participants with the same information and reports

Credit Participants. Each Lender may, without the consent of the Company Borrower or the Agent, in compliance with applicable laws Laws in connection with such participation, sell to one or more commercial banks, Lenders or other financial institutions or funds in the business of making or purchasing loans similar to the Credit Obligations (each a “"Credit Participant”") participations in all or a portion of its interests, rights and obligations under this Agreement and the other Credit Documents (including all or a portion of its CommitmentPercentage Interest in the Commitments, the Loan Loans owing to it and the Note Note(s) held by it); provided, however, that: (a) such Lender’s 's obligations under this Agreement shall remain unchanged; (b) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; (c) such Lender shall provide the Company with prompt written notice of the name of the applicable Credit Participant; (d) such Credit Participant shall be entitled to the benefit of the any cost protection provisions contained in Sections 3.4 and 9this Credit Agreement, but shall not be entitled to receive any greater payment thereunder than the selling Lender would have been entitled to receive with respect to the interest so sold if such interest had not been sold; and (ed) the CompanyBorrower, Agent and the other Lenders and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement andAgreement, under any agreements between such Lender and such Credit Participant, such Lender shall retain the sole right as one of the Lenders to vote (and to determine how to vote) with respect to the enforcement of the obligations of the Obligors Borrower relating to the Loan Loans and Letters of Credit and the approval of any amendment, modification or waiver of any provision of this Agreement (other than amendments, modifications, consents or waivers described in clause (b) Section 9.6 as requiring the consent of the proviso to Section 14.1, with respect to which such Credit Participant may determine how to voteeach Lender). The Company Borrower agrees, to the fullest extent permitted by applicable lawLaw, that any Credit Participant and any Lender purchasing a participation from another Lender pursuant to this Section 10.5 10.3 may exercise all rights of payment (including the right of set-set off), with respect to its participation as fully as if such Credit Participant or such Lender were the direct creditor of the Company Borrower and a Lender hereunder in the amount of such participation. Upon receipt of notice of the address of each Credit Participant, Borrower shall thereafter supply such Credit Participants with the same information and reports communicated to Lenders. Borrower hereby acknowledges and agrees that Credit Participants shall be deemed a holder of the applicable Revolver Note(s) to the extent of their respective participation, and Borrower hereby waives its right, if any, to offset amounts owing to Borrower from Lenders against each Credit Participant's portion of the applicable Revolver Notes.

Credit Participants. Each Lender may, without the consent of the Company ------------------- Borrowers or the Agent, in compliance with applicable laws in connection with such participation, sell to one or more commercial banks, banks or other financial institutions or funds in the business of making or purchasing loans similar to the Credit Obligations (each a “"Credit Participant”") participations in all or a portion of ------------------ its interests, rights and obligations under this Agreement and the other Credit Documents (including all or a portion of its Commitment, and the Loan owing to it and the Revolving Credit Note held by it); provided, however, that:: -------- ------- (a) such Lender’s 's obligations under this Agreement shall will remain unchanged; (b) such Lender shall will remain solely responsible to the other parties hereto for the performance of such obligations; (c) such Lender shall provide the Company with prompt written notice of the name of the applicable Credit Participant; (d) such Credit Participant shall will be entitled to the benefit of the cost protection provisions contained in Sections 3.4 3.2.4, 3.5 and 912, but shall will not be entitled to receive any greater payment thereunder than the selling Lender would have been entitled to receive with respect to the interest so sold if such interest had not been sold; and (ed) the CompanyBorrowers, the Agent and the other Lenders and the Agent shall will continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement andAgreement, under any agreements between and such Lender and such Credit Participant, such Lender shall will retain the sole right as one of the Lenders to vote (and to determine how to vote) with respect to the enforcement of the obligations of the Obligors Borrowers relating to the Loan and the approval of any amendment, modification or waiver of any provision of this Agreement (other than amendments, modifications, consents or waivers described in clause (b) that increase the credit, reduce the interest rate or extend the stated time of the proviso to Section 14.1, with respect to which such Credit Participant may determine how to votepayment hereunder). The Company Each Obligor agrees, to the fullest extent permitted by applicable law, that any Credit Participant and any Lender purchasing a participation from another Lender pursuant to Section 10.5 14.2 may exercise all rights of payment (including the right of set-off), with respect to its participation as fully as if such Credit Participant or such Lender were the direct creditor of the Company Obligors and a Lender hereunder in the amount of such participation.

Credit Participants. Each Lender may, without the consent of the Company Borrowers or the Agent, in compliance with applicable laws in connection with such participation, sell to one or more commercial banks, banks or other financial institutions or funds in the business of making or purchasing loans similar to the Credit Obligations (each a “Credit Participant”) participations in all or a portion of its interests, rights and obligations under this Agreement and the other Credit Documents (including all or a portion of its Commitment, and the Loan portion of the Loans owing to it and the Note held by it); provided, however, that: (a) such Lender’s obligations under this Agreement shall will remain unchanged; (b) such Lender shall will remain solely responsible to the other parties hereto for the performance of such obligations; (c) such Lender shall provide the Company with prompt written notice of the name of the applicable Credit Participant; (d) such Credit Participant shall will be entitled to the benefit of the cost protection provisions contained in Sections 3.4 3.2.4, 12.1(c) and 912.2, but shall will not be entitled to receive any greater payment thereunder than the selling such Lender would have been entitled to receive with respect to the interest so sold if such interest had not been sold; and (ed) the CompanyBorrowers, the Agent and the other Lenders and the Agent shall will continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement andAgreement, under any agreements between and such Lender and such Credit Participant, such Lender shall will retain the sole right as one of the Lenders to vote (and to determine how to vote) with respect to the enforcement of the obligations of the Obligors relating to Borrowers under the Loan Credit Documents and the approval of any amendment, modification or waiver of any provision of this Agreement (or any other than amendments, modifications, consents or waivers described in clause (b) of the proviso to Section 14.1, with respect to which such Credit Participant may determine how to vote)Documents. The Company Each Obligor agrees, to the fullest extent permitted by applicable law, that any Credit Participant and any Lender purchasing a participation from another Lender pursuant to Section 10.5 14.2 may exercise all rights of payment (including the right of set-off), with respect to its participation as fully as if such Credit Participant or such Lender were the direct creditor of the Company Obligors and a Lender hereunder in the amount of such participation.

Credit Participants. Each Lender may, without the consent of the Company Borrower or the Agent, in compliance with applicable laws in connection with such participation, sell to one or more commercial banks, other financial institutions or funds in the business of making or purchasing loans similar to the Credit Obligations (each a “"Credit Participant”") participations in all or a portion of its interests, rights and obligations under this Agreement and the other Credit Documents (including all or a portion of its Commitment, the Loan and Letter of Credit Exposure owing to it and the Note held by it); provided, however, that: (a) the Credit Participant must be an Eligible Canadian Assignee in the case of a sale by a Canadian Lender, or an Eligible Domestic Assignee in the case of a sale by a Domestic Lender; (b) such Lender’s 's obligations under this Agreement shall remain unchanged; (bc) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; (c) such Lender shall provide the Company with prompt written notice of the name of the applicable Credit Participant; (d) such the Credit Participant shall be entitled to the benefit of the cost protection provisions contained in Sections 3.4 3.2.4, 3.5 and 9, but shall not be entitled to receive any greater payment thereunder than the selling Lender would have been entitled to receive with respect to the interest so sold if such interest had not been sold; and (e) the CompanyBorrower, the Agent and the other Lenders and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement and, under any agreements between such Lender and such Credit Participant, such Lender shall retain the sole right as one of the Lenders to vote (and to determine how to vote) with respect to the enforcement of the obligations of the Obligors relating to the Loan and Letter of Credit Exposure and the approval of any amendment, modification or waiver of any provision of this Agreement (other than amendments, modifications, consents or waivers described in clause (b) of the proviso to Section 14.1, with respect to which such the Credit Participant may determine how to vote). The Company Each Obligor agrees, to the fullest extent permitted by applicable law, that any Credit Participant and any Lender purchasing a participation from another Lender pursuant to Section 10.5 10.6 may exercise all rights of payment (including the right of set-off), with respect to its participation as fully as if such Credit Participant or such Lender were the direct creditor of the Company Obligors and a Lender hereunder in the amount of such participation.

Credit Participants. Each Lender may, without the consent of the Company Borrower or the Administrative Agent, in compliance with applicable laws in connection with such participation, sell to one or more commercial banks, other financial institutions or funds in the business of making or purchasing loans similar to the Credit Obligations (each a “Credit Participant”"CREDIT PARTICIPANT") participations in all or a portion of its interests, rights and obligations under this Agreement and the other Credit Documents (including all or a portion of its Commitment, the Loan owing to it and the Note Revolving Notes held by it); providedPROVIDED, howeverHOWEVER, that: (a) such Lender’s 's obligations under this Agreement shall remain unchanged; (b) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; (c) such Lender shall provide the Company with prompt written notice of the name of the applicable Credit Participant; (d) such Credit Participant shall be entitled to the benefit of the cost protection provisions contained in Sections 3.4 3.2.4, 3.4, 3.5 and 9, but shall not be entitled to receive any greater payment thereunder than the selling Lender would have been entitled to receive with respect to the interest so sold if such interest had not been sold; and (ed) the CompanyBorrower, the Administrative Agent and the other Lenders and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement and, under any agreements between such Lender and such Credit Participant, such Lender shall retain the sole right as one of the Lenders to vote (and to determine how to vote) with respect to the enforcement of the obligations of the Obligors Borrower relating to the Loan and the approval of any amendment, modification or waiver of any provision of this Agreement (other than amendments, modifications, consents or waivers described in clause (b) of the proviso to Section 14.115.1, with respect to which such the Credit Participant may determine how to vote). The Company Borrower agrees, to the fullest extent permitted by applicable law, that any Credit Participant and any Lender purchasing a participation from another Lender pursuant to Section 10.5 may exercise all rights of payment (including the right of set-off), with respect to its participation as fully as if such Credit Participant or such Lender were the direct creditor of the Company Borrower and a Lender hereunder in the amount of such participation.

Credit Participants. Each Lender Bank may, without the consent of the Company or Borrowers and with the consent of the Administrative Agent, in compliance with applicable laws in connection with such participation, sell to one or more commercial banks, banks or other financial institutions or funds in the business of making or purchasing loans similar to the Credit Obligations (each a “"Credit Participant”") participations in all or a portion of its interests, rights and obligations under this Agreement and the other Credit Loan Documents (including all or a portion of its CommitmentPercentage Interest in the Commitments, the Convertible Loan advances and Letter of Credit Exposure owing to it and the Note Convertible Notes held by it); provided, however, that: (ai) such Lender’s Bank's obligations under this Agreement shall remain unchanged; (bii) such Lender Bank shall remain solely responsible to the other parties hereto for the performance of such obligations; (ciii) such Lender shall provide the Company with prompt written notice of the name of the applicable Credit Participant; (d) such Credit Participant shall be entitled to the benefit of the any cost protection provisions contained in Sections 3.4 and 9the Credit Agreement, but shall not be entitled to receive any greater payment thereunder than the selling Lender Bank would have been entitled to receive with respect to the interest so sold if such interest had not been sold; and (eiv) the CompanyBorrowers, the other Lenders Administrative Agent and the Agent other Banks shall continue to deal solely and directly with such Lender Bank in connection with such Lender’s Bank's rights and obligations under this Agreement andAgreement, under any agreements between such Lender and such Credit Participant, such Lender Bank shall retain the sole right as one of the Lenders Banks to vote (and to determine how to vote) with respect to the enforcement of the obligations of the Obligors Borrowers relating to the Convertible Loan and Letter of Credit Exposure and the approval of any amendment, modification or waiver of any provision of this Agreement (other than amendments, modifications, consents or waivers described in clause (b) of the proviso to Section 14.1, with respect to which such Credit Participant may determine how to vote10.6(ii)). The Company agreesBorrowers agree, to the fullest extent permitted by applicable law, that any Credit Participant and any Lender Bank purchasing a participation from another Lender Bank pursuant to Section 10.5 11.1 may exercise all rights of payment (including the right of set-off), with respect to its participation as fully as if such Credit Participant or such Lender Bank were the direct creditor of the Company Borrowers and a Lender Bank hereunder in the amount of such participation. Upon receipt of notice of the address of each Credit Participant, the Borrowers shall thereafter supply such Credit Participants with the same information and reports communicated to the Banks. The Borrowers hereby acknowledge and agree that Credit Participants shall be deemed a holder of the applicable Convertible Notes to the extent of their respective participations, and the Borrowers hereby waive their right, if any, to offset amounts owing to the Borrowers from the Banks against each Credit Participant's portion of the applicable Convertible Notes.

Credit Participants. Each Lender may, without the consent of the Company or the Agent, in compliance with applicable laws in connection with such participation, sell to one or more commercial banks, other financial institutions or funds in the business of making or purchasing loans similar to the Credit Obligations (each a “Credit Participant”"CREDIT PARTICIPANT") participations in all or a portion of its interests, rights and obligations under this Agreement and the other Credit Documents (including all or a portion of its Commitment, the Loan and Letter of Credit Exposure owing to it and the Note Notes held by it); providedPROVIDED, howeverHOWEVER, that: (a1) such Lender’s 's obligations under this Agreement shall remain unchanged; (b2) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; (c3) such Lender shall provide the Company with prompt written notice of the name of the applicable Credit Participant; (d) such Credit Participant shall be entitled to the benefit of the cost protection provisions contained in Sections 3.4 3.2.4, 3.5 and 9, but shall not be entitled to receive any greater payment thereunder than the selling Lender would have been entitled to receive with respect to the interest so sold if such interest had not been sold; and (e4) the Company, the Agent and the other Lenders and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement and, under any agreements between such Lender and such Credit Participant, such Lender shall retain the sole right as one of the Lenders to vote (and to determine how to vote) with respect to the enforcement of the obligations of the Obligors relating to the Loan and Letter of Credit Exposure and the approval of any amendment, modification or waiver of any provision of this Agreement (other than amendments, modifications, consents or waivers described in clause (b) of the proviso to Section 14.115.1, with respect to which such the Credit Participant may determine how to vote). The Company Each Obligor agrees, to the fullest extent permitted by applicable law, that any Credit Participant and any Lender purchasing a participation from another Lender pursuant to Section 10.5 may exercise all rights of payment (including the right of set-off), with respect to its participation as fully as if such Credit Participant or such Lender were the direct creditor of the Company Obligors and a Lender hereunder in the amount of such participation; PROVIDED, HOWEVER, that such Credit Participant may only exercise its rights of payment if the Company has been notified that such Person is a Credit Participant.

Credit Participants. Each Lender may, without the consent of the Company or the Agent, in compliance with applicable laws in connection with such participation, sell to one or more commercial banks, other financial institutions or funds in the business of making or purchasing loans similar to the Credit Obligations (each a “"Credit Participant”") participations in all or a portion of its interests, rights and obligations under this Agreement and the other Credit Documents (including all or a portion of its Commitment, the Loan and Letter of Credit Exposure owing to it and the Note held by it); provided, however, that: (a) such Lender’s 's obligations under this Agreement shall remain unchanged;; 124 126 (b) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; (c) such Lender shall provide the Company with prompt written notice of the name of the applicable Credit Participant; (d) such Credit Participant shall be entitled to the benefit of the cost protection provisions contained in Sections 3.4 3.2.4, 3.5 and 9, but shall not be entitled to receive any greater payment thereunder than the selling Lender would have been entitled to receive with respect to the interest so sold if such interest had not been sold; and (ed) the Company, the Agent and the other Lenders and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement and, under any agreements between such Lender and such Credit Participant, such Lender shall retain the sole right as one of the Lenders to vote (and to determine how to vote) with respect to the enforcement of the obligations of the Obligors relating to the Loan and Letter of Credit Exposure and the approval of any amendment, modification or waiver of any provision of this Agreement (other than amendments, modifications, consents or waivers described in clause (b) of b)of the proviso to Section 14.115.1, with respect to which such the Credit Participant may determine how to vote). The Company Each Obligor agrees, to the fullest extent permitted by applicable law, that any Credit Participant and any Lender purchasing a participation from another Lender pursuant to Section 10.5 may exercise all rights of payment (including the right of set-off), with respect to its participation as fully as if such Credit Participant or such Lender were the direct creditor of the Company Obligors and a Lender hereunder in the amount of such participation.

Credit Participants. Each Lender may, without the consent of the Company or the AgentManaging Agents, in compliance with applicable laws in connection with such participation, sell to one or more commercial banks, other financial institutions or funds in the business of making or purchasing loans similar to the Credit Obligations Qualified Institutional Buyers (each a “"Credit Participant”") participations in all or a portion of its interests, rights and obligations under this Agreement and the other Credit Documents (including all or a portion of its Commitment, Commitment and the Loan owing to it and the Note Notes held by it); providedPROVIDED, howeverHOWEVER, that: (a) The amount of such participation shall not be less than $15,000,000 and in an increment of $1,000,000; (b) After giving effect to such participation, the portion of the Commitment retained by such Lender shall not be less than 50% of its original Commitment; (c) Such Lender’s 's obligations under this Agreement shall remain unchanged; (bd) such Such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; (c) such Lender shall provide the Company with prompt written notice of the name of the applicable Credit Participant; (d) such Credit Participant shall be entitled to the benefit of the cost protection provisions contained in Sections 3.4 and 9, but shall not be entitled to receive any greater payment thereunder than the selling Lender would have been entitled to receive with respect to the interest so sold if such interest had not been sold; and (e) the The Company, the Managing Agents and the other Lenders and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement andor any other Credit Document, under any agreements between such Lender and such Credit Participant, such Lender shall retain the sole right as one of the Lenders to vote (and to determine how to vote) with respect to the enforcement of enforce the obligations of the Obligors Company relating to the Loan and the approval of Notes and to approve any amendment, modification or waiver of any provision of this Agreement (or any other than Credit Document, except that such Lender may agree with any of its Credit Participants that, without the consent of such Credit Participant, such Lender will not approve any amendments, modifications, consents modifications or waivers described in clause (b) of the proviso to Section 14.1, with respect to a reduction in any fees payable hereunder or the amount of principal of or the rate at which such interest is payable on the Loan, or any extension or postponement of the dates fixed for payments of principal of, interest on, or fees with respect to the Loan, or the release of any Credit Security; and (f) Such Credit Participant may determine how to vote). The Company agrees, to the fullest extent permitted by applicable law, that any Credit Participant and any Lender purchasing a participation from another Lender pursuant to Section 10.5 may exercise all rights of payment (including the right of set-off), shall not grant further participations with respect to its participation as fully as if interest except to Affiliates of such Credit Participant or such Lender were the direct creditor of the Company and a Lender hereunder in the amount of such participationParticipant.

Credit Participants. Each Lender may, without the consent of the Company Borrower or the Agent, in compliance with applicable laws in connection with such participation, sell to one or more commercial banks, other financial institutions or funds in the business of making or purchasing loans similar to the Credit Obligations (each a “"Credit Participant”") participations in all or a portion of its interests, rights and obligations under this Agreement and the other Credit Documents (including all or a portion of its Commitment, the Loan and Letter of Credit Exposure owing to it and the Note held by it); provided, however, that: (a) the Credit Participant must be an Eligible Canadian Assignee in the case of a sale by a Canadian Lender, or an Eligible Domestic Assignee in the case of a sale by a Domestic Lender; (b) such Lender’s 's obligations under this Agreement shall remain unchanged; (bc) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; (c) such Lender shall provide the Company with prompt written notice of the name of the applicable Credit Participant; (d) such the Credit Participant shall be entitled to the benefit of the cost protection provisions contained in Sections 3.4 3.2.4, 3.5 and 9, but shall not be entitled to receive any greater payment thereunder than the selling Lender would have been entitled to receive with respect to the interest so sold if such interest had not been sold; and (e) the CompanyBorrower, the Agent and the other Lenders and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement and, under any agreements between such Lender and such Credit Participant, such Lender shall retain the sole right as one of the Lenders to vote (and to determine how to vote) with respect to the enforcement of the obligations of the Obligors relating to the Loan and Letter of Credit Exposure and the approval of any amendment, modification or waiver of any provision of this Agreement (other than amendments, modifications, consents or waivers described in clause (b) of the proviso to Section 14.1, with respect to which such the Credit Participant may determine how to vote). The Company agrees, to the fullest extent permitted by applicable law, that any Credit Participant and any Lender purchasing a participation from another Lender pursuant to Section 10.5 may exercise all rights of payment (including the right of set-off), with respect to its participation as fully as if such Credit Participant or such Lender were the direct creditor of the Company and a Lender hereunder in the amount of such participation.

Credit Participants. Each Lender may, without the consent of the Holding Company or the Agent, in compliance with applicable laws in connection with such participation, sell to one or more commercial banks, banks or other financial institutions or mutual funds in the business of making or purchasing loans similar to the Credit Obligations (each a “"Credit Participant”") participations in all or a portion of its interests, rights and obligations under this Agreement and the other Credit Documents (including all or a portion of its Commitment, the Loan and Letter of Credit Exposure owing to it and the Note held by it); provided, however, that: (a) such Lender’s 's obligations under this Agreement shall remain unchanged; (b) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; (c) such Lender shall provide the Company with prompt written notice of the name of the applicable Credit Participant; (d) such Credit Participant shall be entitled to the benefit of the cost protection provisions contained in Sections 3.4 3.2.4, 3.5 and 9, but shall not be entitled to receive any greater payment thereunder than the selling Lender would have been entitled to receive with respect to the interest so sold if such interest had not been sold; and (ed) the CompanyBorrower, the Agent and the other Lenders and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement andAgreement, under any agreements between such Lender and such Credit Participant, such Lender shall retain the sole right as one of the Lenders to vote (and to determine how to vote) with respect to the enforcement of the obligations of the Obligors relating to the Loan and Letter of Credit Exposure and the approval of any amendment, modification or waiver of any provision of this Agreement (other than amendments, modifications, consents or waivers described in clause (b) of the proviso to Section 14.1, with respect to which such Credit Participant may determine how to vote10.6). The Company Each Obligor agrees, to the fullest extent permitted by applicable law, that any Credit Participant and any Lender purchasing a participation from another Lender pursuant to Section 10.5 may exercise all rights of payment (including the right of set-off), with respect to its participation as fully as if such Credit Participant or such Lender were the direct creditor of the Company Obligors and a Lender hereunder in the amount of such participation.

Credit Participants. Each Lender may, without the consent of the Company Borrower or the Agent, in compliance with applicable laws Laws in connection with such participation, sell to one or more commercial banks, Lenders or other financial institutions or funds in the business of making or purchasing loans similar to the Credit Obligations (each a “"Credit Participant”") participations in all or a portion of its interests, rights and obligations under this Agreement and the other Credit Documents (including all or a portion of its CommitmentPercentage Interest in the Commitments, the Loan Loans owing to it and the Note Note(s) held by it); provided, however, that: (a) such Lender’s 's obligations under this Agreement shall remain unchanged; (b) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; (c) such Lender shall provide the Company with prompt written notice of the name of the applicable Credit Participant; (d) such Credit Participant shall be entitled to the benefit of the any cost protection provisions contained in Sections 3.4 and 9this Loan Agreement, but shall not be entitled to receive any greater payment thereunder than the selling Lender would have been entitled to receive with respect to the interest so sold if such interest had not been sold; and (ed) the CompanyBorrower, Agent and the other Lenders and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement andAgreement, under any agreements between such Lender and such Credit Participant, such Lender shall retain the sole right as one of the Lenders to vote (and to determine how to vote) with respect to the enforcement of the obligations of the Obligors Borrower relating to the Loan Loans and Letters of Credit and the approval of any amendment, modification or waiver of any provision of this Agreement (other than amendments, modifications, consents or waivers described in clause (b) Section 9.6 as requiring the consent of the proviso to Section 14.1, with respect to which such Credit Participant may determine how to voteeach Lender). The Company Borrower agrees, to the fullest extent permitted by applicable lawLaw, that any Credit Participant and any Lender purchasing a participation from another Lender pursuant to this Section 10.5 10.3 may exercise all rights of payment (including the right of set-set off), with respect to its participation as fully as if such Credit Participant or such Lender were the direct creditor of the Company Borrower and a Lender hereunder in the amount of such participation. Upon receipt of notice of the address of each Credit Participant, Borrower shall thereafter supply such Credit Participants with the same information and reports communicated to Lenders. Borrower hereby acknowledges and agrees that Credit Participants shall be deemed a holder of the applicable Revolver Note(s) to the extent of their respective participation, and Borrower hereby waives its right, if any, to offset amounts owing to Borrower from Lenders against each Credit Participant's portion of the applicable Revolver Notes.

Credit Participants. Each Lender may, without the consent of the Company or the Agent, in compliance with applicable laws in connection with such participation, sell to one or more commercial banks, banks or other financial institutions or funds in the business of making or purchasing loans similar to the Credit Obligations (each a “Credit Participant”) participations in all or a portion of its interests, rights and obligations under this Agreement and the other Credit Documents (including all or a portion of its Working Capital Commitment, the Loan and Letter of Credit Exposure owing to it and the Note held by it); provided, however, that: (a) such Lender’s obligations under this Agreement shall remain unchanged; (b) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; (c) such Lender shall provide the Company with prompt written notice of the name of the applicable Credit Participant; (d) such Credit Participant shall be entitled to the benefit of the cost protection provisions contained in Sections 3.4 3.2.4, 3.5, 3.6, 3.7, 3.8 and 911, but shall not be entitled to receive any greater payment thereunder than the selling Lender would have been entitled to receive with respect to the interest so sold if such interest had not been sold; and (ed) the Company, the Administrative Agent and the other Lenders 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 andAgreement, under any agreements between such Lender and such Credit Participant, such Lender shall retain the sole right as one of the Lenders to vote (and to determine how to vote) with respect to the enforcement of the obligations of the Obligors Company relating to the Loan and Letter of Credit Exposure and the approval of any amendment, modification or waiver of any provision of this Agreement (other than amendments, modifications, consents or waivers described in clause (b) of the proviso to Section 14.1, with respect to which such Credit Participant may determine how to vote12.6). The Company Each Obligor agrees, to the fullest extent permitted by applicable law, that any Credit Participant and any Lender purchasing a participation from another Lender pursuant to Section 10.5 12.5 may exercise all rights of payment (including the right of set-off), with respect to its participation as fully as if such Credit Participant or such Lender were the direct creditor of the Company Obligors and a Lender hereunder in the amount of such participation.

Credit Participants. Each Lender may, without the consent of the Company or the Agent, in compliance with applicable laws in connection with such participation, sell to one or more commercial banks, other financial institutions or funds in the business of making or purchasing loans similar to the Credit Obligations (each a “"Credit Participant”") participations in all or a portion of its interests, rights and obligations under this Agreement and the other Credit Documents (including all or a portion of its Commitment, the Loan and Letter of Credit Exposure owing to it and the Note held by it); provided, however, that: (a) such Lender’s 's obligations under this Agreement shall remain unchanged; (b) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; (c) such Lender shall provide the Company with prompt written notice of the name of the applicable Credit Participant; (d) such Credit Participant shall be entitled to the benefit of the cost protection provisions contained in Sections 3.4 3.2.4, 3.5 and 9, but shall not be entitled to receive any greater payment thereunder than the selling Lender would have been entitled to receive with respect to the interest so sold if such interest had not been sold; and (ed) the CompanyBorrower, the Agent and the other Lenders and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement and, under any agreements between such Lender and such Credit Participant, such Lender shall retain the sole right as one of the Lenders to vote (and to determine how to vote) with respect to the enforcement of the obligations of the Obligors relating to the Loan and Letter of Credit Exposure and the approval of any amendment, modification or waiver of any provision of this Agreement (other than amendments, modifications, consents or waivers described in clause (b) of the proviso to Section 14.1, with respect to which such the Credit Participant may determine how to vote). The Company Each Obligor agrees, to the fullest extent permitted by applicable law, that any Credit Participant and any Lender purchasing a participation from another Lender pursuant to Section 10.5 may exercise all rights of payment (including the right of set-off), with respect to its participation as fully as if such Credit Participant or such Lender were the direct creditor of the Company Obligors and a Lender hereunder in the amount of such participation.

Credit Participants. Each Lender may, (a) without the consent of ------------------- the Company or the AgentAgent if the proposed participant is already a Lender or a Credit Participant hereunder or a Wholly Owned Subsidiary of the same corporate parent of which the Lender is a Subsidiary or (b) otherwise with the consents of the Agent and (so long as no Event of Default exists) the Company (which consents will not be unreasonably withheld), in compliance with applicable laws in connection with such participation, sell to one or more commercial banks, banks or other financial institutions or funds in the business of making or purchasing loans similar to the Credit Obligations (each a “"Credit Participant”") participations in all ------------------ or a portion of its interests, rights and obligations under this Agreement and the other Credit Documents (including all or a portion of its Commitment, the Loan and Letter of Credit Exposure owing to it and the Note held by it); provided, however, that:: -------- ------- (a) such Lender’s 's obligations under this Agreement shall remain unchanged; (b) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; (c) such Lender shall provide the Company with prompt written notice of the name of the applicable Credit Participant; (d) such Credit Participant shall be entitled to the benefit of the cost protection provisions contained in Sections 3.4 3.2.4, 3.5, 3.6, 3.7, 3.8 and 911, but shall not be entitled to receive any greater payment thereunder than the selling Lender would have been entitled to receive with respect to the interest so sold if such interest had not been sold; and and (ed) the Company, the Agent and the other Lenders and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement andAgreement, under any agreements between such Lender and such Credit Participant, such Lender shall retain the sole right as one of the Lenders to vote (and to determine how to vote) with respect to the enforcement of the obligations of the Obligors Company relating to the Loan and Letter of Credit Exposure and the approval of any amendment, modification or waiver of any provision of this Agreement (other than amendments, modifications, consents or waivers described in clause (b) of the proviso to Section 14.1, with respect to which such Credit Participant may determine how to vote). The Company agrees, to the fullest extent permitted by applicable law, that any Credit Participant and any Lender purchasing a participation from another Lender pursuant to Section 10.5 may exercise all rights of payment (including the right of set-off), with respect to its participation as fully as if such Credit Participant or such Lender were the direct creditor of the Company and a Lender hereunder in the amount of such participation12.

Credit Participants. Each Lender may, without the consent of the Company Borrowers or the Agent, in compliance with applicable laws Applicable Laws in connection with such participation, sell to one or more commercial banks, banks or other financial institutions or funds in the business of making or purchasing loans similar to the Credit Obligations (each a “Credit Participant”) participations in all or a portion of its interests, rights and obligations under this Agreement and the other Credit Documents (including all or a portion of its Commitment, and the Loan portion of the Loans owing to it and the Note held by it); provided, however, that: (a) such Lender’s obligations under this Agreement shall will remain unchanged; (b) such Lender shall will remain solely responsible to the other parties hereto for the performance of such obligations; (c) such Lender shall provide the Company with prompt written notice of the name of the applicable Credit Participant; (d) such Credit Participant shall will be entitled to the benefit of the cost protection provisions contained in Sections 3.4 3.2.4, 12.1(c) and 912.2, but shall will not be entitled to receive any greater payment thereunder than the selling such Lender would have been entitled to receive with respect to the interest so sold if such interest had not been sold; and (ed) the CompanyBorrowers, the Agent and the other Lenders and the Agent shall will continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement andAgreement, under any agreements between and such Lender and such Credit Participant, such Lender shall will retain the sole right as one of the Lenders to vote (and to determine how to vote) with respect to the enforcement of the obligations of the Obligors relating to Borrowers under the Loan Credit Documents and the approval of any amendment, modification or waiver of any provision of this Agreement (or any other than amendments, modifications, consents or waivers described in clause (b) of the proviso to Section 14.1, with respect to which such Credit Participant may determine how to vote)Documents. The Company Each Obligor agrees, to the fullest extent permitted by applicable lawApplicable Law, that any Credit Participant and any Lender purchasing a participation from another Lender pursuant to Section 10.5 14.2 may exercise all rights of payment (including the right of set-off), with respect to its participation as fully as if such Credit Participant or such Lender were the direct creditor of the Company Obligors and a Lender hereunder in the amount of such participation.

Credit Participants. Each Lender may, without the consent of the Company or the Agent, in compliance with applicable laws in connection with such participation, sell to one or more commercial banks, banks or other financial institutions or funds in the business of making or purchasing loans similar to the Credit Obligations (each a “Credit Participant”) participations in all or a portion of its interests, rights and obligations under this Agreement and the other Credit Documents (including all or a portion of its Commitment, the Loan and Letter of Credit Exposure owing to it and the Note held by it); provided, however, that: (a) such Lender’s obligations under this Agreement shall remain unchanged; (b) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; (c) such Lender shall provide the Company with prompt written notice of the name of the applicable Credit Participant; (d) such Credit Participant shall be entitled to the benefit of the cost protection provisions contained in Sections 3.4 3.2.4, 3.5, 3.6, 3.7, 3.8 and 911, but shall not be entitled to receive any greater payment thereunder than the selling Lender would have been entitled to receive with respect to the interest so sold if such interest had not been sold; and (ed) the Company, the Administrative Agent and the other Lenders 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 andAgreement, under any agreements between such Lender and such Credit Participant, such Lender shall retain the sole right as one of the Lenders to vote (and to determine how to vote) with respect to the enforcement of the obligations of the Obligors Company relating to the Loan and Letter of Credit Exposure and the approval of any amendment, modification or waiver of any provision of this Agreement (other than amendments, modifications, consents or waivers described in clause (b) of the proviso to Section 14.1, with respect to which such Credit Participant may determine how to vote12.6). The Company Each Obligor agrees, to the fullest extent permitted by applicable law, that any Credit Participant and any Lender purchasing a participation from another Lender pursuant to Section 10.5 12.5 Table of Contents may exercise all rights of payment (including the right of set-off), with respect to its participation as fully as if such Credit Participant or such Lender were the direct creditor of the Company Obligors and a Lender hereunder in the amount of such participation.

Credit Participants. Each Lender may, without the consent of the Company or the Agent, in compliance with applicable laws in connection with such participation, sell to one or more commercial banks, banks or other financial institutions or funds in the business of making or purchasing loans similar to the Credit Obligations (each a “"Credit Participant”") participations in all or a portion of its interests, rights and obligations under this Agreement and the other Credit Documents (including all or a portion of its Commitment, the Loan and Letter of Credit Exposure owing to it and the Note held by it); provided, however, that: (a) such Lender’s 's obligations under this Agreement shall remain unchanged; (b) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; (c) such Lender shall provide the Company with prompt written notice of the name of the applicable Credit Participant; (d) such Credit Participant shall be entitled to the benefit of the cost protection provisions contained in Sections 3.4 3.2.4, 3.7 and 910; provided, but however, that the Credit Participant shall not be entitled to receive any greater payment thereunder than the selling Lender would have been entitled to receive with respect to the interest so sold if such interest had not been sold; provided, further, that the Credit Participant shall not be entitled to receive any greater payment hereunder than the Credit Participant would have been entitled to receive if such Credit Participant itself were a Lender; and (ed) the Company, the Agent and the other Lenders and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement andAgreement, under any agreements between such Lender and such Credit Participant, such Lender shall retain the sole right in its discretion as one of the Lenders to vote (and to determine how to vote) with respect to the enforcement of the obligations of the Obligors Company relating to the Loan and Letter of Credit Exposure and the approval of any amendment, modification or waiver of any provision of this Agreement (other than amendments, modifications, consents or waivers described in clause (b) of the proviso to Section 14.1, with respect to which such Credit Participant may determine how to vote15. 1). The Company Each Obligor agrees, to the fullest extent permitted by applicable law, that any Credit Participant and any Lender purchasing a participation from another Lender pursuant to Section 10.5 11.5 may exercise all rights of payment (including the right of set-off), with respect to its participation as fully as if such Credit Participant or such Lender were the direct creditor of the Company Obligors and a Lender hereunder in the amount of such participation.

Credit Participants. Each Lender Bank may, without the consent of the Company or Borrower and with the consent of the Administrative Agent, in compliance with applicable laws in connection with such participation, sell to one or more commercial banks, banks or other financial institutions or funds in the business of making or purchasing loans similar to the Credit Obligations (each a “Credit Participant”) participations in all or a portion of its interests, rights and obligations under this Agreement and the other Credit Loan Documents (including all or a portion of its CommitmentCommitments, the Loan Loans and Letter of Credit exposure owing to it and the Note Notes held by it); provided, however, that: (ai) such LenderBank’s obligations under this Agreement shall remain unchanged; (bii) such Lender Bank shall remain solely responsible to the other parties hereto for the performance of such obligations; (ciii) such Lender shall provide the Company with prompt written notice of the name of the applicable Credit Participant; (d) such Credit Participant shall be entitled to the benefit of the any cost protection provisions contained in Sections 3.4 and 9the Credit Agreement, but shall not be entitled to receive any greater payment thereunder than the selling Lender Bank would have been entitled to receive with respect to the interest so sold if such interest had not been sold; and (eiv) the CompanyBorrower, the other Lenders Administrative Agent and the Agent other Banks shall continue to deal solely and directly with such Lender Bank in connection with such LenderBank’s rights and obligations under this Agreement andAgreement, under any agreements between such Lender and such Credit Participant, such Lender Bank shall retain the sole right as one of the Lenders Banks to vote (and to determine how to vote) with respect to the enforcement of the obligations of the Obligors Borrower relating to the Loan Loans and Letter of Credit Exposure and the approval of any amendment, modification or waiver of any provision of this Agreement (other than amendments, modifications, consents or waivers described in clause (b) of the proviso to Section 14.1, with respect to which such Credit Participant may determine how to vote10.6(ii)). The Company Borrower agrees, to the fullest extent permitted by applicable law, that any Credit Participant and any Lender Bank purchasing a participation from another Lender Bank pursuant to Section 10.5 11.1 may exercise all rights of payment (including the right of set-off), with respect to its participation as fully as if such Credit Participant or such Lender Bank were the direct creditor of the Company Borrower and a Lender Bank hereunder in the amount of such participation. Upon receipt of notice of the address of each Credit Participant, the Borrower shall thereafter supply such Credit Participants with the same information and reports communicated to the Banks. The Borrower hereby acknowledges and agrees that Credit Participants shall be deemed a holder of the applicable Notes to the extent of their respective participation, and the Borrower hereby waives its right, if any, to offset amounts owing to the Borrower from the Banks against each Credit Participant’s portion of the applicable Notes.