Common use of Participants Clause in Contracts

Participants. 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 Commitments held by such Bank at any time and from time to time to other financial institutions; provided that (a) no such participation shall relieve any Bank of any of its obligations under this Agreement (b) no such participant shall have any direct rights under this Agreement except as provided in this Section 11.16, and the Agent shall not have any obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted, except with respect to a participation in which a participant is an Affiliate of a Bank, shall provide that the granting Bank shall retain the sole right and responsibility to enforce the obligations of the Company under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Bank will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 9.3 and Section 9.4 hereof, up to an amount not exceeding the amount that would otherwise have been payable to the Bank who sold the participation interest to such party. Subject to the provisions of Section 11.19 hereof, the Company authorizes each Bank to disclose to any participant or prospective participant under this Section 11.16 any financial or other information pertaining to the Company. Notwithstanding the foregoing, in no event may a participation be granted to any entity which is not a financial institution without the express prior written consent of the Company.

Participants. 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 made, and/or Commitments held held, by such Bank at any time and from time to time to other financial institutionstime; provided that (a) no such participation shall relieve any Bank of any of its obligations under this Agreement (b) Agreement, and provided further that no such participant shall have any direct rights under this Agreement except as provided in this Section 11.1612.11, and the Administrative Agent shall not have any no obligation or responsibility to such participant. Any party to which such a participation has been granted shall have the benefits of Section 2.7 and Section 10.3 hereof 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 with respect to the rights transferred. Any agreement pursuant to which any Bank may grant such participation is granted, except with respect to a participation in which a participant is an Affiliate of a Bank, participating interest shall provide that the granting such Bank shall retain the sole right and responsibility to enforce the obligations of the Company under this Agreement and the other Loan Documents Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver wavier of any provision of the Loan Documents, except this Agreement; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of the Loan Documents this Agreement that would reduce (A) increase any Commitment of such Bank if such increase would also increase the participant's obligations, (B) forgive any amount of or postpone any fixed the date for payment of any obligation 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. Any party to which such a participation has been granted shall have the benefits of Section 9.3 and Section 9.4 hereof, up to an amount not exceeding the amount that would otherwise have been payable to the Bank who sold the participation interest to such party. Subject to the provisions of Section 11.19 hereof, the Company authorizes each Bank to disclose to any participant or prospective participant under this Section 11.16 any financial or other information pertaining to the Company. Notwithstanding the foregoing, in no event may a participation be granted to any entity which is not a financial institution without the express prior written consent of the Company.

Participants. 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 Commitments held by such Bank at any time and from time to time to one or more other financial institutionsPersons; provided that (a) no such participation shall relieve any Bank of any of its obligations under this Agreement (b) Agreement, and, provided, further that no such participant shall have any direct rights under this Agreement except as provided in this Section 11.16Section, and the Agent shall not have any no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted, except with respect to a participation in which a participant is an Affiliate of a Bank, granted shall provide (a) that the granting Bank shall retain the sole right and responsibility to enforce the obligations of the Company under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Bank will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any indebtedness, obligation or liability in which such participant has an interestinterest and (b) that the participant agrees to be bound by Section 11.18 of this Agreement to the same extent as if it were a Bank. Any party to which such a participation has been granted shall have the benefits of Section 9.3 and Section 9.4 hereof, up to an amount not exceeding the amount that would otherwise have been payable to the Bank who sold the participation interest to such party. Subject to the provisions of Section 11.19 hereof, the The Company authorizes each Bank to disclose to any participant or prospective participant under this Section, if such person has agreed in writing to be bound by Section 11.16 11.18 below to the same extent as if it were a Bank, any financial or other information pertaining to the Company. Notwithstanding the foregoing, in no event may a participation be granted to Company or any entity which is not a financial institution without the express prior written consent of the CompanySubsidiary.

Participants. Each Bank 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 Reimbursement Obligations and/or Revolving Credit Commitments held by such Bank Lender at any time and from time to time to one or more other financial institutionsPersons; provided that (a) no such participation shall relieve any Bank Lender of any of its obligations under this Agreement (b) Agreement, and, provided, further that no such participant shall have any direct rights under this Agreement except as provided in this Section 11.16Section, and the Administrative Agent shall not have any no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted, except with respect to a participation in which a participant is an Affiliate of a Bank, granted shall provide that the granting Bank Lender shall retain the sole right and responsibility to enforce the obligations of the Company Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Bank Lender will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any obligation Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 9.3 1.11 and Section 9.4 10.3 hereof, up to an amount not exceeding the amount that would otherwise have been payable to the Bank who sold the participation interest to such party. Subject to the provisions of Section 11.19 hereof, the Company The Borrower authorizes each Bank Lender to disclose to any participant or prospective participant under this Section 11.16 any financial or other information pertaining to the Company. Notwithstanding the foregoingBorrower or any Subsidiary; provided that, in no event may a participation be granted prior to any entity which is not a financial institution without such disclosure, such participant or prospective participant shall agree (for the express prior written consent Borrower’s benefit) to preserve in accordance with Section 13.24 the confidentiality of the Companyany confidential information described therein.

Participants. Each Subject to applicable legal requirements (including any applicable securities laws), 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 Commitments held by such Bank at any time and from time to time to one or more other financial institutionsPersons; provided that (a) no such participation shall relieve any Bank of any of its obligations under this Agreement (b) Agreement, and, provided, further that no such participant shall have any direct rights under this Agreement except as provided in this Section 11.16Section, and the Agent shall not have any no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted, except with respect to a participation in which a participant is an Affiliate of a Bank, granted shall provide (a) that the granting Bank shall retain the sole right and responsibility to enforce the obligations of the Company under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Bank will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any indebtedness, obligation or liability in which such participant has an interest, (b) that the participant agrees to be bound by Section 11.18 of this Agreement to the same extent as if it were a Bank and (c) that the participant may not grant subparticipations in, or further assign, its rights in the Loans, Reimbursement Obligations, Commitments or Notes. Any party to which such a participation has been granted shall have the benefits of Section 9.3 and Section 9.4 hereof, up to an amount not exceeding the amount that would otherwise have been payable to the Bank who sold the participation interest to such party. Subject to the provisions of Section 11.19 hereof, the The Company authorizes each Bank to disclose to any participant or prospective participant under this Section, if such person has agreed in writing to be bound by Section 11.16 11.18 below to the same extent as if it were a Bank, any financial or other information pertaining to the Company. Notwithstanding the foregoing, in no event may a participation be granted to Company or any entity which is not a financial institution without the express prior written consent of the CompanySubsidiary.

Participants. Each The Bank shall have the right at its own cost to grant participations from time to time (to be evidenced by one or more participation agreements or certificates of participation) in the Loans made and Commitments held by such Bank at any time and from time this Agreement to time to one or more other financial banking institutions; provided that (a) no such participation shall relieve any Bank of any of its the Bank's obligations under this Agreement (b) no such participant shall have any direct rights under this Agreement except as provided in this Section 11.16, and the Agent shall not have any obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted, except with respect to a participation in which a participant is an Affiliate of a Bank, shall provide that the granting Bank shall retain the sole right and responsibility to enforce the obligations of the Company under this Agreement shall remain unchanged, (b) the Bank shall remain solely responsible to the Company for the performance of such obligations, (c) the Company shall continue to deal solely and directly with the other Loan Documents includingBank in connection with the Bank's rights and obligations under this Agreement, without limitation, and (d) the right participant shall have agreed to approve any amendment, modification or waiver be bound by the provisions of any provision of the Loan Documents, except that such agreement may provide that such Bank will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any obligation in which such participant has an interestSection 9.4 hereof. Any party to which Each banking institu- tion purchasing such a participation has been granted shall in the discretion of the Bank have all rights of the benefits Bank hereunder to the extent of Section 9.3 and Section 9.4 hereof, up the participation purchased; provided that (i) no participant shall be entitled to an receive payment hereunder of any amount not exceeding greater than the amount that which would otherwise have been payable to the Bank who if the Bank had not sold the a participation interest to such party. Subject participant, (ii) if and when the consent of the Bank shall be required hereunder, the consent of such participant(s) shall not be required, (iii) the Company shall not be required to provide notice or furnish information hereunder to any such participant, and (iv) no participant shall be entitled to the provisions rights of Section 11.19 hereof, the Company authorizes each Bank to disclose to any participant or prospective participant exercise remedies under this Section 11.16 any financial or other information pertaining to the CompanyArticle VIII hereof. Notwithstanding the foregoing, in no event may the Bank shall not be entitled to receive payment of any amount under Article III hereof greater than the amount which would have been payable to the Bank if the Bank had not sold a participation be granted to any entity which is not a financial institution without the express prior written consent of the Companyparticipant.

Participants. 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 Reimbursement Obligations, participations in L/Cs and Commitments held by such Bank at any time and from time to time to one or more other financial institutionsPersons; provided that (ai) no such participation shall relieve any Bank of any of its obligations under this Agreement Agreement, (bii) no such participant shall have any direct rights under this Agreement except as provided in this Section 11.1612.16, and the no Agent shall not have any obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted, except with respect to a participation in which a participant is an Affiliate of a Bank, granted shall provide that the granting Bank shall retain the sole right and responsibility to enforce the obligations of the Company Borrowers under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Bank will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any obligation Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 3.6, Section 9.3 and Section 9.4 hereof, up to an amount not exceeding the amount that would otherwise have been payable to the Bank who sold the participation interest to such party. Subject to the provisions of Section 11.19 hereof, the Company authorizes The Borrowers authorize each Bank to disclose to any participant or prospective participant under this Section 11.16 12.16 any financial or other information pertaining to the Company. Notwithstanding Borrowers, provided, that such participant or prospective participant, as the foregoingcase may be, in no event may a participation agrees to be granted to any entity which bound by the same standard of confidentiality as is not a financial institution without required of such Bank hereunder and under the express prior written consent of the Companyother Loan Documents .

Participants. 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 Commitments held by such Bank at any time and from time to time to other financial institutions; provided that (a) no such participation shall relieve any Bank of any of its obligations under this Agreement (b) no such participant shall have any direct rights under this Agreement except as provided in this Section 11.16, and the Agent shall not have any obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted, except with respect to a participation in which a participant is an Affiliate of a Bank, granted shall provide that the granting Bank shall retain the sole right and responsibility to enforce the obligations of the Company under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Bank will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 9.3 and Section 9.4 hereof, up to an amount not exceeding the amount that would otherwise have been payable to the Bank who sold the participation interest to such party. Subject to the provisions of Section 11.19 hereof, the Company authorizes each Bank to disclose to any participant or prospective participant under this Section 11.16 any financial or other information pertaining to the Company. Notwithstanding the foregoing, in no event may a participation be granted to any entity which is not a financial institution without the express prior written consent of the Company.

Participants. 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 Commitments held by such Bank at any time and from time to time to one or more other financial institutions; , provided that (a) no such participation shall relieve any Bank of any of its obligations under this Agreement (b) no such participant shall have any direct rights under this Agreement except as provided or any other Loan Document (the participant's rights against the Bank granting its participation to be those set forth in this Section 11.16the participation agreement between the participant and such Bank); provided, and the Agent shall not have any obligation or responsibility to such participant. Any agreement pursuant to which such participation is grantedfurther, except with respect to a participation in which a participant is an Affiliate of a Bank, shall provide that the granting no Bank shall retain transfer or grant any participation under which the sole right and responsibility to enforce the obligations of the Company under this Agreement and the other Loan Documents including, without limitation, the right participant shall have rights to approve any amendment, modification amendment to or waiver of this Agreement or any provision of other Loan Document except to the Loan Documents, except that extent such agreement may provide that such Bank will not agree to any modification, amendment or waiver would extend a scheduled maturity of any Loan or Note, or reduce the Loan Documents that would rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of or postpone any fixed date for payment the participant's participation over the amount thereof then in effect (it being understood that a waiver of any obligation Default or Event of Default or of a mandatory prepayment shall not constitute a change in which the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant has an interestif the participant's participation is not increased as a result thereof. Any party to which Each such Bank selling a participation has been granted shall have be entitled to the benefits of Section 9.3 Sections 2.1(c)(iv), 3 and Section 9.4 hereof, up 4.8 hereof to an amount not exceeding the amount that extent such Bank would otherwise have been payable to the Bank who sold the so entitled had no such participation interest to such party. Subject to the provisions of Section 11.19 hereof, the Company authorizes each Bank to disclose to any participant or prospective participant under this Section 11.16 any financial or other information pertaining to the Company. Notwithstanding the foregoing, in no event may a participation be granted to any entity which is not a financial institution without the express prior written consent of the Companybeen sold.

Participants. 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 Commitments held by such Bank at any time and from time to time to other financial institutions; provided that (a) no such participation shall relieve any Bank of any of its obligations under this Agreement (b) no such participant shall have any direct rights under this Agreement except as provided in this Section 11.16, and the Agent shall not have any obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted, except with respect to a participation in which a participant is an Affiliate of a Bank, shall provide that the granting Bank shall retain the sole right and responsibility to enforce the obligations of the Company under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Bank will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 9.3 and Section 9.4 hereof, up to an amount not exceeding the amount that would otherwise have been payable to the Bank who sold the participation interest to such party. Subject to the provisions of Section 11.19 hereof, the Company authorizes each Bank to disclose to any participant or prospective participant under this Section 11.16 any financial or other information pertaining to the Company. Notwithstanding the foregoing, in no event may a participation be granted to any entity which is not a financial institution without the express prior written consent of the Company.

Participants. 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 Commitments held by such Bank at any time and from time to time to other financial institutionsPersons; provided that (a) no such participation shall relieve any Bank of any of its obligations under this Agreement (b) no such participant shall have any direct rights under this Agreement except as provided in this Section 11.16, and the Agent shall not have any obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted, except with respect to a participation in which a participant is an Affiliate of a Bank, shall provide that the granting Bank shall retain the sole right and responsibility to enforce the obligations of the Company under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Bank will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 9.3 and Section 9.4 hereof, up to an amount not exceeding the amount that would otherwise have been payable to the Bank who sold the participation interest to such party. Subject to the provisions of Section 11.19 hereof, the Company authorizes each Bank to disclose to any participant or prospective participant under this Section 11.16 any financial or other information pertaining to the Company. Notwithstanding the foregoing, in foregoing no event may a participation participations shall be granted made (a) to the Company or any entity which is not a financial institution without the express prior written consent of the Company’s Affiliates, (b) to any Defaulting Bank or any of its Subsidiaries or any Person who, upon becoming a Bank hereunder, would constitute any of the foregoing Persons described in this clause (b) or (c) to a natural person.

Participants. 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 Commitments held by such Bank at any time and from time to time to one or more other financial institutionsPersons; provided that (a) no such participation shall relieve any Bank of any of its obligations under this Agreement (b) Agreement, and, provided, further that no such participant shall have any direct rights under this Agreement except as provided in this Section 11.1611.11, and the Agent shall not have any no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted, except with respect to a participation in which a participant is an Affiliate of a Bank, granted shall provide that the granting Bank shall retain the sole right and responsibility to enforce the obligations of the Company Borrower under this Agreement and the other Loan Credit Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Loan Credit Documents, except that such agreement may provide that such Bank will not agree to any modification, amendment or waiver of the Loan Credit Documents that would reduce the amount of or postpone or extend any fixed date for payment of any obligation Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 9.3 1.17 and Section 9.4 hereof, up 9.3 hereof but shall not be entitled to an amount not exceeding receive any greater payment under either such Section than the amount that Bank granting such participation would otherwise have been payable entitled to receive with respect to the rights transferred. Prior to any Bank who sold granting a participation as provided herein such Bank shall notify the participation interest to such partyBorrower thereof in writing. Subject to the provisions of Section 11.19 hereof, the Company The Borrower authorizes each Bank to disclose to any participant or prospective participant under this Section 11.16 11.11 any financial or other information pertaining to the Company. Notwithstanding the foregoingBorrower or any Subsidiary, in no event may a participation be granted subject to any entity which is not a financial institution without the express prior written consent of the CompanySection 11.21 hereof.

Participants. Each Bank 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 Reimbursement Obligations and/or Commitments held by such Bank Lender at any time and from time to time to one or more other financial institutionsPersons; provided that (a) no such participation shall relieve any Bank Lender of any of its obligations under this Agreement (b) Agreement, and, provided, further that no such participant shall have any direct rights under this Agreement except as provided in this Section 11.16Section, and the Administrative Agent shall not have any no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted, except with respect to a participation in which a participant is an Affiliate of a Bank, granted shall provide that the granting Bank Lender shall retain the sole right and responsibility to enforce the obligations of the Company Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Bank Lender will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any obligation Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 9.3 1.11 and Section 9.4 10.3 hereof, up to an amount not exceeding the amount that would otherwise have been payable but only to the Bank who sold the participation interest to extent such party. Subject Sections would require payment to the provisions of Section 11.19 hereof, the Company Lender granting such participation if such participation had not occurred. The Borrower authorizes each Bank Lender to disclose to any participant or prospective participant under this Section 11.16 any financial or other information pertaining to the Company. Notwithstanding Borrower or any Subsidiary, provided that such participant or prospective participant shall agree in writing to hold such information in confidence pursuant to the foregoing, in no event may a participation be granted to any entity which is not a financial institution without the express prior written consent provisions of the CompanySection 13.25 hereof.

Participants. Each Bank 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 Reimbursement Obligations and/or Commitments held by such Bank Lender at any time and from time to time to one or more other financial institutionsPersons; provided that (a) no such participation shall relieve any Bank Lender of any of its obligations under this Agreement (b) Agreement, and, provided, further that no such participant shall have any direct rights under this Agreement except as provided in this Section 11.16Section, and the Administrative Agent shall not have any no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted, except with respect to a participation in which a participant is an Affiliate of a Bank, granted shall provide that the granting Bank Lender shall retain the sole right and responsibility to enforce the obligations of the Company Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Bank Lender will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any obligation Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 9.3 1.11 and Section 9.4 10.3 hereof, up to an amount not exceeding the amount that would otherwise have been payable but only to the Bank who sold the participation interest to extent such party. Subject Sections would require payment to the provisions of Section 11.19 hereof, the Company Lender granting such participation if such participation had not occurred. The Borrower authorizes each Bank Lender to disclose to any participant or prospective participant under this Section 11.16 any financial or other information pertaining to the Company. Notwithstanding Borrower or any Subsidiary, provided that such participant or prospective participant shall agree in writing to hold such information in confidence pursuant to the foregoing, in no event may a participation be granted to any entity which is not a financial institution without the express prior written consent provisions of the CompanySection 13.24 hereof.