Common use of Participants and Note Assignees Clause in Contracts

Participants and Note Assignees. Each Bank shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and/or Revolving Credit Commitments held by such Bank at any time and from time to time, and to assign its rights under such Loans or the Note evidencing such Loans to a federal reserve bank; provided that (i) no such participation or assignment shall relieve any Bank of any of its obligations under this Agreement, (ii) no such assignee or participant shall have any rights under this Agreement except as provided in this Section 11.11, and (iii) the Agent shall have no obligation or responsibility to such participant or assignee, except that nothing herein is intended to affect the rights of an assignee of a Note to enforce the Note assigned. Any party to which such a participation or assignment has been granted shall have the benefits of Section 2.11 and Section 9.3, but shall not be entitled to receive any greater payment under either such Section than the Bank granting such participation would have been entitled to receive in connection with the rights transferred. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement that would (A) increase any Revolving Credit Commitment of such Bank if such increase would also increase the participant's obligations, (B) forgive any amount of or postpone the date for payment of any principal of or interest on any Loan or of any fee payable hereunder in which such participant has an interest or (C) reduce the stated rate at which interest or fees in which such participant has an interest accrue hereunder.

Participants and Note Assignees. Each Bank shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made made, and/or Reimbursement Obligations, participations in L/Cs and Revolving Credit Commitments held Commitment held, by such Bank at any time and from time to time, and to assign its rights under such Reimbursement Obligations, participations, Loans or the Note Notes evidencing such Loans to a federal reserve bankone or more other Persons; provided that (i) no such participation or assignment shall relieve any Bank of any of its obligations under this Agreement, (ii) no such assignee or participant shall have any rights under this Agreement except as provided in this Section 11.1111.16, and (iii) the Administrative Agent shall have no obligation or responsibility to such participant or assignee, except that nothing herein is intended to affect the rights of an assignee of a Note to enforce the Note assigned. Any party to which such a participation or assignment has been granted shall have the benefits of Section 2.11 1.9 and Section 9.3, but shall not be entitled to receive any greater payment under either such Section than the Bank granting such participation or assignment would have been entitled to receive in connection with the rights transferred. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement that would (A) increase any Revolving Credit Commitment of such Bank if such increase would also increase the participant's obligations, (B) forgive any amount of or postpone the date for payment of any principal of or interest on any Loan or Reimbursement Obligation or of any fee payable hereunder in which such participant has an interest or (C) reduce the stated rate at which interest or fees in which such participant has an interest accrue hereunder.

Participants and Note Assignees. Each Bank shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and/or and Revolving Credit Commitments held by such Bank at any time and from time to time, and to assign its rights under such Loans or the Note evidencing such Loans to a federal reserve bank; provided that (i) no such participation or assignment shall relieve any Bank of any of its obligations under this Agreement, (ii) no such assignee or participant shall have any rights under this Agreement except as provided in this Section 11.11, and (iii) the Agent shall have no obligation or responsibility to such participant or assignee, except that nothing herein is intended to affect the rights of an assignee of a Note to enforce the Note assigned. Any party to which such a participation or assignment has been granted shall have the benefits of Section 2.11 and Section 9.3, but shall not be entitled to receive any greater payment under either such Section than the Bank granting such participation would have been entitled to receive in connection with the rights transferred. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement that would (A) increase any Revolving Credit Commitment of such Bank if such increase would also increase the participant's obligations, (B) forgive any amount Obligation of or postpone the date for payment of any principal of or interest on any Loan or of any fee payable hereunder in which such participant has an interest or (C) reduce the stated rate at which interest or fees in which such participant has an interest accrue hereunder.

Participants and Note Assignees. Each Bank shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and/or Revolving Credit made, Commitments held and/or participations in Letters of Credit, by such Bank at any time and from time to time, and to assign its rights under such Loans or the Note evidencing such Loans to a federal reserve bank; provided that (i) no such participation or assignment shall relieve any Bank of any of its obligations under this Agreement, (ii) no such assignee or participant shall have any rights under this Agreement except as provided in this Section 11.11, and (iii) the Administrative Agent shall have no obligation or responsibility to such participant or assignee, except that nothing herein is intended to affect the rights of an assignee of a Note to enforce the Note assigned. Any party to which such a participation or assignment has been granted shall have the benefits of Section 2.11 and Section 9.3, but shall not be entitled to receive any greater payment under either such Section than the Bank granting such participation would have been entitled to receive in connection with the rights transferred. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement that would (A) increase any Revolving Credit Commitment of such Bank if such increase would also increase the participant's obligations, (B) forgive any amount of or postpone the date for payment of any principal of or interest on any Loan or of any fee payable hereunder in which such participant has an interest or (C) reduce the stated rate at which interest or fees in which such participant has an interest accrue hereunder.

Participants and Note Assignees. Each Bank The Lender shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and/or Revolving Credit Commitments held by such Bank and the Commitment at any time and from time to time, and to assign its rights under such Loans or the Note evidencing such Loans to a federal reserve bank; provided that PROVIDED THAT (i) no such participation or assignment shall relieve any Bank the Lender of any of its obligations under this Agreement, and (ii) no such assignee or participant shall have any rights under this Agreement except as provided in this Section 11.1110.10, and (iii) the Agent shall have no obligation or responsibility to such participant or assignee, except that EXCEPT THAT nothing herein is intended to affect the rights of an assignee of a Note to enforce the Note assigned. Any party to which such a participation or assignment has been granted shall have the benefits of Section 2.11 2.10 and Section 9.3, but shall not be entitled to receive any greater payment under either such Section than the Bank granting such participation Lender would have been entitled to receive in connection with the rights transferred. Any agreement pursuant to which any Bank the Lender may grant such a participating interest shall provide that such Bank the Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower Borrowers hereunder, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided PROVIDED that such participation agreement may provide that such Bank the Lender will not agree to any modification, amendment or waiver of this Agreement that would (A) increase any Revolving Credit the Commitment of such Bank if such increase would also increase the participant's obligations, (B) forgive any amount of or postpone the date for payment of any principal of or interest on any Loan or of any fee payable hereunder in which such participant has an interest or (C) reduce the stated rate at which interest or fees in which such participant has an interest accrue hereunder.

Participants and Note Assignees. Each Bank shall have the right (with or without the Company's consent, which if requested shall not be unreasonably withheld) at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made made, and Reimbursement Obligations and/or Revolving Credit Commitments held or Term Loan Commitments held, by such Bank at any time and from time to time, and to assign its rights under such Loans or Reimbursement Obligations or the Note Notes evidencing such Loans to a federal reserve bankLoans; provided provided, however, that no (ia) no such participation or assignment shall relieve any Bank of any of its obligations under this Agreement, and any agreement pursuant to which such participation or assignment of a Note or the rights thereunder is granted shall provide that the granting Bank shall retain the sole right and responsibility to enforce the obligations of the Borrowers under the Loan Documents, including, without limitation, the right to approve any amendment, modification or waiver of any provision thereof, except that if the Company consents to such participation, such agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement described in clause (iii) of Section 17.13 hereof without the consent of such participant or assignee; and (b) no such assignee or participant shall have any rights under this Agreement except as provided in this Section 11.1117.11, and (iii) the no Agent shall have no any obligation or responsibility to such participant or assignee, except that nothing herein provided is intended to affect the rights of an assignee of a Note to enforce the Note assigned. Any party to which such a participation or assignment has been granted shall have the benefits of Section 2.11 Sections 2.1(b), 5.8, 14.3, 17.15, 17.1 and Section 9.3, 17.17 hereof but shall not be entitled to receive any greater payment under either such Section than the Bank granting such participation or assignment would have been entitled to receive in connection with respect to the rights transferred. Any agreement pursuant The Borrowers and Guarantors authorize each Bank to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that such Bank will not agree disclose to any modification, amendment purchaser or waiver prospective purchaser of this Agreement that would (A) increase any an interest in its Loans or Revolving Credit Commitment or Term Loan 106 Commitment any financial or other information pertaining to the Company and its Subsidiaries, subject to Section 17.23 hereof. Nothing herein shall limit or otherwise affect the rights of such a Bank if such increase would also increase the participant's obligations, (B) forgive to assign any amount of or postpone the date for payment of its rights hereunder and under its Notes to any principal of or interest on any Loan or of any fee payable hereunder in which such participant has an interest or (C) reduce the stated rate at which interest or fees in which such participant has an interest accrue hereunderFederal Reserve Bank.

Participants and Note Assignees. Each Bank shall have the right (with or without the Company's consent, which if requested shall not be unreasonably withheld) at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made made, and Reimbursement Obligations and/or Revolving Credit Commitments held held, by such Bank at any time and from time to time, and to assign its rights under such Loans or Reimbursement Obligations or the Note Notes evidencing such Loans to a federal reserve bankLoans; provided provided, however, that no (ia) no such participation or assignment shall relieve any Bank of any of its obligations under this Agreement, and any agreement pursuant to which such participation or assignment of a Note or the rights thereunder is granted shall provide that the granting Bank shall retain the sole right and responsibility to enforce the obligations of the Borrowers under the Loan Documents, including, without limitation, the right to approve any amendment, modification or waiver of any provision thereof, except that if the Company consents to such participation, such agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement described in clause (iii) of Section 17.13 hereof without the consent of such participant or assignee; and (b) no such assignee or participant shall have any rights under this Agreement except as provided in this Section 11.1117.11, and (iii) the no Agent shall have no any obligation or responsibility to such participant or assignee, except that nothing herein provided is intended to affect the rights of an assignee of a Note to enforce the Note assigned. Any party to which such a participation or assignment has been granted shall have the benefits of Section 2.11 Sections 5.8, 14.3 and Section 9.3, 17.1 hereof but shall not be entitled to receive any greater payment under either such Section than the Bank granting such participation or assignment would have been entitled to receive in connection with respect to the rights transferred. Any agreement pursuant The Borrowers and Guarantors authorize each Bank to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that such Bank will not agree disclose to any modification, amendment purchaser or waiver prospective purchaser of this Agreement that would (A) increase any an interest in its Loans or Revolving Credit Commitment of such Bank if such increase would also increase any financial or other information pertaining to the participant's obligationsCompany and its Subsidiaries, (B) forgive any amount of or postpone the date for payment of any principal of or interest on any Loan or of any fee payable hereunder in which such participant has an interest or (C) reduce the stated rate at which interest or fees in which such participant has an interest accrue hereunder.subject to Section 17.23

Participants and Note Assignees. Each Bank shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement Obligations and/or Revolving Credit Commitments held by such Bank at any time and from time to time, and to assign its rights under such Loans and Reimbursement Obligations or the Note Notes evidencing such Loans Loans, to a federal reserve bankone or more other banks, insurance companies, commercial lenders and other financial institutions; provided that (i) no such participation or assignment shall relieve any Bank of any of its obligations under this Agreement, (ii) and provided further that no such assignee or participant shall have any rights under this Agreement except as provided in this Section 11.1113.11, and (iii) the Agent shall have no obligation or responsibility to such participant or assignee, except that nothing herein provided is intended to affect the rights of an assignee of a Note to enforce the Note assigned. Any party to which such a participation or assignment has been granted shall have the benefits of Section 2.11 2.4 and Section 9.3, 10.3 hereof but shall not be entitled to receive any greater payment under either such Section than the Bank granting such participation or assignment would have been entitled to receive in connection with respect to the rights transferred. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder, hereunder including, without limitation, the right to approve any amendment, amendment or modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement that would (A) increase any Revolving Credit Commitment of such Bank if such increase would also increase the participant's ’s obligations, (B) forgive any amount of or postpone the date for payment of any principal of or interest on any Loan or of any fee payable hereunder in which such participant has an interest or (C) reduce the stated rate at which interest or fees accrue or other amounts payable hereunder in which such participant has an interest accrue hereunderinterest. The Borrower and each Guarantor authorizes each Bank to disclose to any participant or prospective participant under this Section 13.11 any financial or other information pertaining to the Borrower or any Guarantor, subject to Section 13.20 hereof.

Participants and Note Assignees. Each Bank shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in its rights and/or obligations in the Loans made and/or Revolving Credit Commitments held by such Bank at any time and from time to time, and to assign its rights under such Loans or the Note evidencing such Loans to a federal reserve bank; provided that (i) no such participation or assignment shall relieve any Bank of any of its obligations under this Agreement, (ii) no such assignee or participant shall have any rights under this Agreement except as provided in this Section 11.11, and (iii) the Administrative Agent shall have no obligation or responsibility to such participant or assignee, except that nothing herein is intended to affect the rights of an assignee of a Note to enforce the Note assigned. Any party to which such a participation or assignment has been granted shall have the benefits of Section 2.11 and Section 9.3, but shall not be entitled to receive any greater payment under either such Section than the Bank granting such participation would have been entitled to receive in connection with the rights transferred. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement that would (A) increase any Revolving Credit Commitment of such Bank if such increase would also increase the participant's obligations, (B) forgive any amount of or postpone the date for payment of any principal of or interest on any Loan or of any fee payable hereunder in which such participant has an interest or (C) reduce the stated rate at which interest or fees in which such participant has an interest accrue hereunder.

Participants and Note Assignees. Each Bank shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made made, and/or Revolving Credit Commitments held held, by such Bank at any time and from time to time, and to assign its rights under such Loans or the Note Notes evidencing such Loans to a federal reserve bankone or more other financial institutions; provided that (i) PROVIDED THAT no such participation or assignment shall relieve any Bank of any of its obligations under this Agreement, (ii) and provided further that no such assignee or participant shall have any rights under this Agreement except as provided in this Section 11.1112.11, and (iii) the Agent shall have no obligation or responsibility to such participant or assignee, except that nothing herein provided is intended to affect the rights of an assignee of a Note to enforce the Note assigned. Any party to which such a participation or assignment has been granted shall have the benefits of Section 2.11 2.7 and Section 9.3, 10.3 hereof but shall not be entitled to receive any greater payment under either such Section than the Bank granting such participation or assignment would have been entitled to receive in connection with respect to the rights transferred. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder, hereunder including, without limitation, the right to approve any amendment, modification or waiver wavier of any provision of this Agreement; provided PROVIDED that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement that would (A) increase any Revolving Credit Commitment of such Bank if such increase would also increase the participant's obligations, (B) forgive any amount of or postpone the date for payment of any principal of or interest on any Loan or of any fee payable hereunder in which such participant has an interest or (C) reduce the stated rate at which interest or fees accrue or other amounts payable hereunder in which such participant has an interest accrue hereunderinterest.

Participants and Note Assignees. Each Bank shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement Obligations and/or Revolving Credit Commitments and/or participations in Swing Loans held by such Bank at any time and from time to time, and to assign its rights under such Loans or the Note Notes evidencing such Loans or Reimbursement Obligations, to a federal reserve bankone or more other banks, insurance companies, commercial lenders and other financial institutions; provided that (i) no such participation or assignment shall relieve any Bank of any of its obligations under this Agreement, (ii) and provided further that no such assignee or participant shall have any rights under this Agreement except as provided in this Section 11.1114.11, and (iii) the Agent shall have no obligation or responsibility to such participant or assignee, except that nothing herein provided is intended to affect the rights of an assignee of a Note to enforce the Note assigned. Any party to which such a participation or assignment has been granted shall have the benefits of Section 2.11 3.4 and Section 9.3, 11.3 hereof but shall not be entitled to receive any greater payment under either such Section than the Bank granting such participation or assignment would have been entitled to receive in connection with respect to the rights transferred. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder, hereunder including, without limitation, the right to approve any amendment, amendment or modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement that would (A) increase any Revolving Credit Commitment of such Bank if such increase would also increase the participant's obligations, (B) forgive any amount of or postpone the date for payment of any principal of or interest on any Loan or Reimbursement Obligation or of any fee payable hereunder in which such participant has an interest or (C) reduce the stated rate at which interest or fees accrue or other amounts payable hereunder in which such participant has an interest accrue hereunderinterest. The Borrower and each Guarantor authorizes each Bank to disclose to any participant or prospective participant under this Section 14.11 any financial or other information pertaining to the Borrower or any Guarantor, subject to Section 14.21 hereof.

Participants and Note Assignees. Each Bank shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and/or Revolving and Credit Commitments Facility Commitment held by such Bank at any time and from time to time, and to assign its rights under such Loans or the Note evidencing such Loans to a federal reserve bank; provided that (i) no such participation or assignment shall relieve any Bank of any of its obligations under this Agreement, (ii) no such assignee or participant shall have any rights under this Agreement except as provided in this Section 11.11, and (iii) the Agent shall have no obligation or responsibility to such participant or assignee, except that nothing herein is intended to affect the rights of an assignee of a Note to enforce the Note assigned. Any party to which such a participation or assignment has been granted shall have the benefits of Section 2.11 2.12 and Section 9.3, but shall not be entitled to receive any greater payment under either such Section than the Bank granting such participation would have been entitled to receive in connection with the rights transferred. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement that would (A) increase any Revolving the Credit Facility Commitment of such Bank if such increase would also increase the participant's obligations, (B) forgive any amount of or postpone the date for payment of any principal of or interest on any Loan or of any fee payable hereunder in which such participant has an interest or (C) reduce the stated rate at which interest or fees in which such participant has an interest accrue hereunder.

Participants and Note Assignees. Each Bank shall have the right right, with the written consent of the Borrowers (which consent will not be unreasonably withheld and which consent will not be required if an Event of Default shall have occurred and be continuing) and the Agent, at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and/or made, and Revolving Credit Commitments held Commitment held, by such Bank at any time and from time to time, and to assign its rights under such Loans or the Note Revolving Notes evidencing such Loans to a federal reserve bankone or more other Persons; provided that PROVIDED THAT (ia) no such participation or assignment shall relieve any Bank of any of its obligations under this Agreement, (iib) no such assignee or participant shall have any rights under this Agreement except as provided in this Section 11.1111.17, and (iiic) the Agent shall have no obligation or responsibility to such participant or assignee, except that and (d) no such participant or assignee shall be a competitor of any Borrower; EXCEPT THAT nothing herein is intended to affect the rights of an assignee of a Note to enforce the Note assigned. Any party to which such a participation or assignment has been granted shall have the benefits of Section 2.11 1.6 and Section 9.39.4, but shall not be entitled to receive any greater payment under either such Section than the Bank granting such participation or assignment would have been entitled to receive in connection with the rights transferred. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower Company hereunder, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided PROVIDED that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement that would (A) increase any Revolving Credit Commitment of such Bank if such increase would also increase the participant's obligations, (B) forgive any amount of or postpone the date for payment of any principal of or interest on any Loan or of any fee payable hereunder in which such participant has an interest or (C) reduce the stated rate at which interest or fees in which such participant has an interest accrue hereunder.

Participants and Note Assignees. Each Bank shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and/or Revolving Credit made, Commitments held and/or participations in Letters of Credit, by such Bank at any time and from time to time, and to assign its rights under such Loans or the Note evidencing such Loans to a federal reserve bank; provided that (i) no such participation or assignment shall relieve any Bank of any of its obligations under this Agreement, (ii) no such assignee or participant shall have any rights under this Agreement except as provided in this Section 11.11, and (iii) the Administrative Agent shall have no obligation or responsibility to such participant or assignee, except that nothing herein is intended to affect the rights of an assignee of a Note to enforce the Note assigned. Any party to which such a participation or assignment has been granted shall have the benefits of Section 2.11 and Section 9.3, but shall not be entitled to receive any greater payment under either such Section than the Bank granting such participation would have been entitled to receive in connection with the rights transferred. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement that would (A) increase any Revolving Credit Commitment of such Bank if such increase would also increase the participant's obligations, (B) forgive any amount of or postpone the date for payment of any principal of or interest on any Loan or Reimbursement Obligation or of any fee payable hereunder in which such participant has an interest or (C) reduce the stated rate at which interest or fees in which such participant has an interest accrue hereunder.

Participants and Note Assignees. Each Bank shall have the right right, with the prior written consent of ADESA, at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and/or Revolving Credit Commitments held by such Bank and its participation in the Letter of Credit and any L/C at any time and from time to time, and to assign its rights under such Loans Loans, or the Note Notes evidencing such Loans Loans, and under the other Credit Documents, to a federal reserve bankone or more other Persons; provided that (i) no such participation or assignment shall relieve any Bank of any of its obligations under this Agreement, (ii) and, provided, further that no such assignee or participant shall have any rights under this Agreement except as provided in this Section 11.1113.h., and (iii) the Agent shall have no obligation or responsibility to such participant or assignee, except that nothing herein is intended to affect the rights of an assignee of a Note to enforce the Note assigned. Any party to which such a participation or assignment has been granted shall have the benefits of Section 2.11 and Section 9.3, but shall not be entitled to receive any greater payment under either such Section than the Bank granting such participation would have been entitled to receive in connection with the rights transferred. Any agreement pursuant to which any Bank may grant such participation or assignment of a participating interest Note or the rights thereunder is granted shall provide that such the granting Bank shall retain the sole right and responsibility to enforce the obligations of ADESA under this Agreement and the Borrower hereunder, other Credit Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that the Credit Documents. Any Bank assigning any Note hereunder shall give prompt notice thereof to ADESA and the Agent, who shall in each case only be required to treat such participation agreement may provide that assignee of a Note as the holder thereof after receipt of such notice. ADESA, Funding and the Subsidiaries authorize each Bank will not agree to disclose to any modificationpurchaser or prospective purchaser of an interest in its Loans or its Commitments under this Section 13.h. any financial or other information pertaining to ADESA, amendment or waiver Funding and Subsidiaries. ADESA and Funding shall not be in privity with any participant of this Agreement any Bank and no such participant shall have any right to enforce any of the Credit Documents against ADESA and Funding other than through the granting Bank. In addition, no such participant shall be entitled to receive payment hereunder of any amount greater than the amount that would (A) increase any Revolving Credit Commitment of have been payable had the applicable Bank not granted such Bank if such increase would also increase the participant's obligations, (B) forgive any amount of or postpone the date for payment of any principal of or interest on any Loan or of any fee payable hereunder in which such participant has an interest or (C) reduce the stated rate at which interest or fees in which such participant has an interest accrue hereunderparticipation.

Participants and Note Assignees. Each Bank shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement Obligations and/or Revolving Credit Commitments Commitment held by such Bank at any time and from time to time, and to assign its rights under such Loans and Reimbursement Obligations, or the Note evidencing such Loans Loans, and under the other Credit Documents, to a federal reserve bankone or more other Persons with the prior written consent of the Borrower, which consent will not be unreasonably withheld; provided that (i) PROVIDED THAT no such participation or assignment shall relieve any Bank of any of its obligations under this Agreement, (ii) and, PROVIDED, FURTHER that no such assignee or participant shall have any rights under this Agreement except as provided in this Section 11.11, and (iii) the Agent shall have no obligation or responsibility to such participant or assignee, except that nothing herein provided is intended to affect the rights of an assignee of a Note to enforce the Note assigned, and, PROVIDED, FURTHER, that no such consent of the Borrower shall be required if such transfer is made to an Affiliate of such Bank. Any agreement pursuant to which such participation or assignment of Obligations or a Note or the rights thereunder is granted shall provide that the granting Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Credit Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Credit Documents, except that such agreement may provide that such Bank will not agree to any modification, amendment or waiver of the Credit Documents described in clause (i) of Section 11.13 hereof without the consent of such participant or assignee. Any party to which such a participation or assignment has been granted shall have the benefits of Section 2.11 1.11 and Section 9.3, but shall not be entitled to receive any greater payment under either such Section than the Bank granting such participation would have been entitled to receive in connection with the rights transferred9.3 hereof. Any agreement pursuant Bank assigning any Note hereunder shall give prompt notice thereof to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunderand the Agent, including, without limitation, who shall in each case only be required to treat such assignee of a Note as the right holder thereof after receipt of such notice. The Borrower authorizes each Bank to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that such Bank will not agree disclose to any modification, amendment purchaser or waiver prospective purchaser of this Agreement that would (A) increase any Revolving Credit Commitment of such Bank if such increase would also increase the participant's obligations, (B) forgive any amount of or postpone the date for payment of any principal of or interest on any Loan or of any fee payable hereunder in which such participant has an interest in its Loans, Reimbursement Obligations owed to it or (C) reduce its Commitment under this Section 11.11 any financial or other information pertaining to the stated rate at which interest or fees in which such participant has an interest accrue hereunderBorrower.

Participants and Note Assignees. Each Bank shall have the right (with or without the Company's consent, which if requested shall not be unreasonably withheld) at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made made, and Reimbursement Obligations and/or Revolving Credit Commitments held or Term Loan Commitments held, by such Bank at any time and from time to time, and to assign its rights under such Loans or Reimbursement Obligations or the Note Notes evidencing such Loans to a federal reserve bankLoans; provided provided, however, that no (ia) no such participation or assignment shall relieve any Bank of any of its obligations under this Agreement, and any agreement pursuant to which such participation or assignment of a Note or the rights thereunder is granted shall provide that the granting Bank shall retain the sole right and responsibility to enforce the obligations of the Borrowers under the Loan Documents, including, without limitation, the right to approve any amendment, modification or waiver of any provision thereof, except that if the Company consents to such participation, such agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement described in clause (iii) of Section 17.13 hereof without the consent of such participant or assignee; and (b) no such assignee or participant shall have any rights under this Agreement except as provided in this Section 11.1117.11, and (iii) the no Agent shall have no any obligation or responsibility to such participant or assignee, except that nothing herein provided is intended to affect the rights of an assignee of a Note to enforce the Note assigned. Any party to which such a participation or assignment has been granted shall have the benefits of Section 2.11 Sections 5.8, 14.3 and Section 9.3, 17.1 hereof but shall not be entitled to receive any greater payment under either such Section than the Bank granting such participation or assignment would have been entitled to receive in connection with respect to the rights transferred. Any agreement pursuant The Borrowers and Guarantors authorize each Bank to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that such Bank will not agree disclose to any modification, amendment purchaser or waiver prospective purchaser of this Agreement that would (A) increase any an interest in its Loans or Revolving Credit Commitment or Term Loan Commitment any financial or other information pertaining to the Company and its Subsidiaries, subject to Section 17.23 hereof. Nothing herein shall limit or otherwise affect the rights of such a Bank if such increase would also increase the participant's obligations, (B) forgive to assign any amount of or postpone the date for payment of its rights hereunder and under its Notes to any principal of or interest on any Loan or of any fee payable hereunder in which such participant has an interest or (C) reduce the stated rate at which interest or fees in which such participant has an interest accrue hereunderFederal Reserve Bank.

Participants and Note Assignees. Each Bank shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and/or made, Revolving Credit Commitments held and/or participations in Letters of Credit, by such Bank at any time and from time to time, and to assign its rights under such Loans or the Note evidencing such Loans to a federal reserve bank; provided that (i) no such participation or assignment shall relieve any Bank of any of its obligations under this Agreement, (ii) no such assignee or participant shall have any rights under this Agreement except as provided in this Section 11.11, and (iii) the Agent shall have no obligation or responsibility to such participant or assignee, except that nothing herein is intended to affect the rights of an assignee of a Note to enforce the Note assigned. Any party to which such a participation or assignment has been granted shall have the benefits of Section 2.11 and Section 9.3, but shall not be entitled to receive any greater payment under either such Section than the Bank granting such participation would have been entitled to receive in connection with the rights transferred. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement that would (A) increase any Revolving Credit Commitment of such Bank if such increase would also increase the participant's obligations, (B) forgive any amount of or postpone the date for payment of any principal of or interest on any Loan or of any fee payable hereunder in which such participant has an interest or (C) reduce the stated rate at which interest or fees in which such participant has an interest accrue hereunder.

Participants and Note Assignees. Each Bank shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and/or and Revolving Credit Commitments held Commitment held, by such Bank at any time and from time to time, and to assign its rights under such Loans or the Note Notes evidencing such Loans to a federal reserve bankone or more other Persons; provided that (i) no such participation or assignment shall relieve any Bank of any of its obligations under this Agreement, (ii) no such assignee or participant shall have any rights under this Agreement except as provided in this Section 11.1111.16, and (iii) the Administrative Agent shall have no obligation or responsibility to such participant or assignee, except that nothing herein is intended to affect the rights of an assignee of a Note to enforce the Note assigned. Any party to which such a participation or assignment has been granted shall have the benefits of Section 2.11 1.6 and Section 9.3, but shall not be entitled to receive any greater payment under either such Section than the Bank granting such participation or assignment would have been entitled to receive in connection with the rights transferred. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement that would (A) increase any Revolving Credit Commitment of such Bank if such increase would also increase the participant's obligations, (B) forgive any amount of or postpone the date for payment of any principal of or interest on any Loan or of any fee payable hereunder in which such participant has an interest or (C) reduce the stated rate at which interest or fees in which such participant has an interest accrue hereunder.

Participants and Note Assignees. Each Bank shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement Obligations and/or Revolving Credit Commitments and/or participations in Swing Loans held by such Bank at any time and from time to time, and to assign its rights under such Loans or the Note Notes evidencing such Loans or Reimbursement Obligations, to a federal reserve bankone or more other banks, insurance companies, commercial lenders and other financial institutions; provided that (i) no such participation or assignment shall relieve any Bank of any of its obligations under this Agreement, (ii) and provided further that no such assignee or participant shall have any rights under this Agreement except as provided in this Section 11.1113.11, and (iii) the Agent shall have no obligation or responsibility to such participant or assignee, except that nothing herein provided is intended to affect the rights of an assignee of a Note to enforce the Note assigned. Any party to which such a participation or assignment has been granted shall have the benefits of Section 2.11 4.6 and Section 9.3, 11.3 hereof but shall not be entitled to receive any greater payment under either such Section than the Bank granting such participation or assignment would have been entitled to receive in connection with respect to the rights transferred. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder, Borrowers hereunder including, without limitation, the right to approve any amendment, amendment or modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement that would (A) increase any Revolving Credit Commitment of such Bank if such increase would also increase the participant's obligations, (B) forgive any amount of or postpone the date for payment of any principal of or interest on any Loan or Reimbursement Obligation or of any fee payable hereunder in which such participant has an interest or (C) reduce the stated rate at which interest or fees accrue or other amounts payable hereunder in which such participant has an interest accrue hereunderinterest. Each Borrower authorizes each Bank to disclose to any participant or prospective participant under this Section 13.11 any financial or other information pertaining to the Borrowers, subject to Section 13.21 hereof.