Common use of Participants Clause in Contracts

Participants. Each 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 Lender at any time and from time to time to one or more other Persons; provided that no such participation shall relieve any Lender of any of its obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section, and the Administrative Agent and the Borrower shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the 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 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 in which such participant has an interest or release any substantial part of the Collateral (except as otherwise provided in the Loan Documents). Any party to which such a participation has been granted may be granted the derivative benefits of Section 1.11 and Section 10.3 hereof. The Borrower authorizes each Lender to disclose to any participant or prospective participant under this Section any financial or other information pertaining to the Borrower or any Subsidiary but shall be subject to the provisions of Section 13.24 hereof.

Participants. Each 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 Lender at any time and from time to time to one or more other PersonsPersons (other than a natural person, the Borrower, any of the Subsidiaries or any Affiliate the Borrower or its Subsidiaries or, to the extent that the list of Disqualified Institutions is made available to all Lenders, any Disqualified Institution); provided that no such participation shall relieve any Lender of any of its obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section, and the Administrative Agent and the Borrower shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, including the right to approve any amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such 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 in which such participant has an interest or release any substantial part of the Collateral (except as otherwise provided in the Loan Documents)interest. Any party to which such a participation has been granted may be granted shall have the derivative benefits of Section 1.11 3.4 and Section 10.3 hereof. The Borrower authorizes each Lender to disclose to any participant or prospective participant under this Section any financial or other information pertaining to the Borrower or any Subsidiary but shall be subject to the provisions of Section 13.24 hereof3.6.

Participants. Each Lender 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 by such Bank and Reimbursement Obligations and/or Commitments credit risks in Letters of Credit held by such Lender Bank at any time and from time to time to one or more other Persons; financial institutions, provided that no such participation shall relieve any Lender of any of its obligations under this Agreement, and, provided, further that no such participant shall have any 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 Sectionthe participation agreement between the participant and such Bank); PROVIDED, and FURTHER, that no Bank shall transfer or grant any participation under which the Administrative Agent and the Borrower participant shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right 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 Lender will not agree to any modification, amendment or waiver of would extend the Loan Documents that would reduce the amount of or postpone any fixed date for payment final scheduled maturity of any Obligation Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Termination Date) in which such participant has an is participating, or reduce the rate or extend the time of payment of interest or release fees thereon (except in connection with a waiver of applicability of any substantial part post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the Collateral participant's participation over the amount thereof then in effect (except as otherwise provided it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Commitment or of a mandatory prepayment shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan Documents)shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof. Any party to which Each such Bank selling a participation has been granted may shall be granted entitled to the derivative benefits of Section 1.11 Sections 2.3(d), 3 and Section 10.3 hereof. The Borrower authorizes each Lender to disclose to any participant or prospective participant under this Section any financial or other information pertaining 4.8 hereof to the Borrower or any Subsidiary but shall be subject to the provisions of Section 13.24 hereofextent such Bank would have been so entitled had no such participation been sold.

Participants. Each Lender 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 made, Commitments held and/or participations in Letters of Credit, by such Lender Bank at any time and from time to time to one or more other Personstime; provided that (i) no such participation shall relieve any Lender Bank of any of its obligations under this Agreement, and, provided, further that (ii) no such participant shall have any rights under this Agreement except as provided in this SectionSection 11.11, and (iii) the Administrative Agent and the Borrower shall have no obligation or responsibility to such participantparticipant or assignee. Any party to which such a participation has been granted shall have the benefits of Section 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 participation is granted a participating interest shall provide that the granting Lender such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents hereunder, including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Loan Documents, except this Agreement; provided that such participation agreement may provide that such Lender 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 release any substantial part of (C) reduce the Collateral (except as otherwise provided stated rate at which interest or fees in the Loan Documents). Any party to which such a participation participant has been granted may be granted the derivative benefits of Section 1.11 and Section 10.3 hereof. The Borrower authorizes each Lender to disclose to any participant or prospective participant under this Section any financial or other information pertaining to the Borrower or any Subsidiary but shall be subject to the provisions of Section 13.24 hereofan interest accrue hereunder.

Participants. Each 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 Lender at any time and from time to time to one or more other PersonsPersons (other than any Person which is a direct competitor of the Borrower or one of its Subsidiaries); provided that no such participation shall relieve any Lender of any of its obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section, and the Administrative Agent and the Borrower shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the 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 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 in which such participant has an interest or release any substantial part of the Collateral (except as otherwise provided in the Loan Documents)interest. Any party to which such a participation has been granted may be granted shall have the derivative benefits of Section 1.11 and Section 10.3 hereof. The Borrower authorizes each Lender to disclose to any participant or prospective participant under this Section any financial or other information pertaining to the Borrower or any Subsidiary but Subsidiary, provided that such participant or prospective participant shall be subject have agreed to keep such information confidential pursuant to the provisions terms of Section 13.24 13.23 hereof.

Participants. Each 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 by such Lender and Reimbursement Obligations and/or Commitments credit risks in Letters of Credit held by such Lender at any time and from time to time to one or more other Persons; financial institutions, provided that no such participation shall relieve any Lender of any of its obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided or any other Loan Document (the participant's rights against the Lender granting its participation to be those set forth in this Sectionthe participation agreement between the participant and such Lender); provided, and further, that no Lender shall transfer or grant any participation under which the Administrative Agent and the Borrower participant shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right 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 Lender will not agree to any modification, amendment or waiver of would extend the Loan Documents that would reduce the amount of or postpone any fixed date for payment final scheduled maturity of any Obligation Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Termination Date) in which such participant has an is participating, or reduce the rate or extend the time of payment of interest or release fees thereon (except in connection with a waiver of applicability of any substantial part post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the Collateral participant's participation over the amount thereof then in effect (except as otherwise provided it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Commitment or of a mandatory prepayment shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan Documents)shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof. Any party to which Each such Lender selling a participation has been granted may shall be granted entitled to the derivative benefits of Section 1.11 Sections 2.3(d), 3 and Section 10.3 hereof. The Borrower authorizes each Lender to disclose to any participant or prospective participant under this Section any financial or other information pertaining 4.9 hereof to the Borrower or any Subsidiary but shall be subject to the provisions of Section 13.24 hereofextent such Lender would have been so entitled had no such participation been sold.

Participants. Each Any Lender shall have may at any time, without the right at its own cost consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to grant participations any Person (to be evidenced by one other than a natural Person or more agreements the Borrowers or certificates any of participationthe Borrowers’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans made and Reimbursement Obligations and/or Commitments held by such Lender at any time and from time owing to time to one or more other Personsit); provided that no (i) such participation Lender’s obligations under this Agreement shall relieve any remain unchanged and such Lender of any shall not be relieved of its obligations under the Credit Documents as a result of such participation, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such Note for all purposes of this Agreement, andand (iv) the Borrowers, providedthe Administrative Agent, further that no the Issuing Banks and the other Lenders shall continue to deal solely and directly with such participant shall have any Lender in connection with such Lender’s rights and obligations under this Agreement except as provided in this SectionAgreement. For the avoidance of doubt, and each Lender shall be responsible for the Administrative Agent and the Borrower shall have no obligation or responsibility indemnity under Section 10.26.3 with respect to any payments made by such participantLender to its Participants. Any agreement or instrument pursuant to which a Lender sells such a participation is granted shall provide that the granting such Lender shall retain the sole right and responsibility to enforce the obligations of the 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 this Agreement; provided that such agreement or instrument may provide that such Lender will not not, without the consent of the Participant, agree to any modificationamendment, amendment waiver or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation other modification described in which such participant has an interest or release any substantial part of the Collateral (except as otherwise provided in the Loan Documents). Any party to which such a participation has been granted may be granted the derivative benefits of Section 1.11 10.3.2 and Section 10.3 hereof. The Borrower authorizes each Lender to disclose to any participant or prospective participant under this Section any financial or other information pertaining to the Borrower or any Subsidiary but shall be subject to the provisions of Section 13.24 hereof10.3.3 that affects such Participant.

Participants. Each Any Lender shall have may at any time, without the right at its own cost consent of, or notice to, the Borrowers, the Issuing Banks, the Swingline Lender or the Administrative Agent, sell participations to grant participations any Person (to be evidenced by one other than a natural Person or more agreements the Borrowers or certificates any of participationthe Borrowers’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans made and Reimbursement Obligations and/or Commitments held by such Lender at any time and from time owing to time to one or more other Personsit); provided that no (i) such participation Lender’s obligations under this Agreement shall relieve any remain unchanged and such Lender of any shall not be relieved of its obligations under the Credit Documents as a result of such participation, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such Note for all purposes of this Agreement, andand (iv) the Borrowers, providedthe Administrative Agent, further that no the Issuing Banks and the other Lenders shall continue to deal solely and directly with such participant shall have any Lender in connection with such Lender’s rights and obligations under this Agreement except as provided in this SectionAgreement. For the avoidance of doubt, and each Lender shall be responsible for the Administrative Agent and the Borrower shall have no obligation or responsibility indemnity under Section 10.26.3 with respect to any payments made by such participantLender to its Participants. Any agreement or instrument pursuant to which a Lender sells such a participation is granted shall provide that the granting such Lender shall retain the sole right and responsibility to enforce the obligations of the 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 this Agreement; provided that such agreement or instrument may provide that such Lender will not not, without the consent of the Participant, agree to any modificationamendment, amendment waiver or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation other modification described in which such participant has an interest or release any substantial part of the Collateral (except as otherwise provided in the Loan Documents). Any party to which such a participation has been granted may be granted the derivative benefits of Section 1.11 10.3.2 and Section 10.3 hereof. The Borrower authorizes each Lender to disclose to any participant or prospective participant under this Section any financial or other information pertaining to the Borrower or any Subsidiary but shall be subject to the provisions of Section 13.24 hereof10.3.3 that affects such Participant.

Participants. Each 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 Lender at any time and from time to time to one or more other Persons; financial institutions, provided that no such participation shall relieve any Lender of any of its obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided or any other Loan Document (the participant's rights against the Lender granting its participation to be those set forth in this Sectionthe participation agreement between the participant and such Lender); provided, and further, that no Lender shall transfer or grant any participation under which the Administrative Agent and the Borrower participant shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right 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 Lender will not agree to any modification, amendment or waiver would extend the final scheduled maturity of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation Note in which such participant has an is participating, or reduce the rate or extend the time of payment of interest or release fees thereon (except in connection with a waiver of applicability of any substantial part post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the Collateral participant's participation over the amount thereof then in effect (except as otherwise provided it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Commitment or of a mandatory prepayment shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan Documents)shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof. Any party to which Each such Lender selling a participation has been granted may shall be granted entitled to the derivative benefits of Section 1.11 Sections 2.3(d), 3 and Section 10.3 hereof. The Borrower authorizes each Lender to disclose to any participant or prospective participant under this Section any financial or other information pertaining 4.9 hereof to the Borrower or any Subsidiary but shall be subject to the provisions of Section 13.24 hereofextent such Lender would have been so entitled had no such participation been sold.

Participants. Each Any Lender shall have may at any time, without the right at its own cost consent of, or notice to, the Borrower or the Administrative Agent, sell participations to grant participations any Person (to be evidenced by one other than a natural Person or more agreements the Borrower or certificates any of participationthe Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans made and Reimbursement Obligations and/or Commitments held by such Lender at any time and from time owing to time to one or more other Personsit); provided that no (i) such participation Lender’s obligations under this Agreement shall relieve any remain unchanged and such Lender of any shall not be relieved of its obligations under the Credit Documents as a result of such participation, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such Note for all purposes of this Agreement, andand (iv) the Borrower, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section, and the Administrative Agent and the Borrower Lenders shall have no obligation or responsibility continue to deal solely and directly with such participantLender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.26.3 with respect to any payments made by such Lender to its Participants. Any agreement or instrument pursuant to which a Lender sells such a participation is granted shall provide that the granting such Lender shall retain the sole right and responsibility to enforce the obligations of the 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 this Agreement; provided that such agreement or instrument may provide that such Lender will not not, without the consent of the Participant, agree to any modificationamendment, amendment waiver or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation other modification described in which such participant has an interest or release any substantial part of the Collateral (except as otherwise provided in the Loan Documents). Any party to which such a participation has been granted may be granted the derivative benefits of Section 1.11 10.3.2 and Section 10.3 hereof. The Borrower authorizes each Lender to disclose to any participant or prospective participant under this Section any financial or other information pertaining to the Borrower or any Subsidiary but shall be subject to the provisions of Section 13.24 hereof10.3.3 that affects such Participant.

Participants. Each 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 by such Lender and Reimbursement Obligations and/or Commitments credit risks in Letters of Credit held by such Lender at any time and from time to time to one or more other Persons; , provided that no such participation shall relieve any Lender of any of its obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided or any other Loan Document (the participant's rights against the Lender granting its participation to be those set forth in this Sectionthe participation agreement between the participant and such Lender); provided, and further, that no Lender shall transfer or grant any participation under which the Administrative Agent and the Borrower participant shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right 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 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 extend a scheduled maturity of any Obligation Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Termination Date) in which such participant has an is participating, or reduce the rate or extend the time of payment of interest or release fees thereon (except in connection with a waiver of applicability of any substantial part post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the Collateral participant's participation over the amount thereof then in effect (except as otherwise provided it being understood that a waiver of any Default or Event of Default or of a mandatory prepayment shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan Documentsshall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof). Any party to which Each such Lender selling a participation has been granted may shall be granted entitled to the derivative benefits of Section 1.11 Sections 2.1(c)(iv), 3, 4.8 and Section 10.3 hereof. The Borrower authorizes each Lender to disclose to any participant or prospective participant under this Section any financial or other information pertaining 4.9 hereof to the Borrower or any Subsidiary but shall be subject to the provisions of Section 13.24 hereofextent such Lender would have been so entitled had no such participation been sold.