Common use of Participations Generally Clause in Contracts

Participations Generally. Any Lender may, without the consent of the Borrower, the Administrative Agent or any Issuing Bank, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans held by it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 10.02(b) that affects such Participant. Subject to paragraph (e)(ii) of this Section 10.04, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 10.04. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided that such Participant agrees to be subject to Section 2.16(d) as though it were a Lender.

Participations Generally. Any Lender may, without the consent of the Borrower, Borrower or the Administrative Agent or any Issuing BankAgent, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments Commitment and the Loans held by owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, the Issuing Banks Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to third sentence of Section 10.02(b) 11.1 that affects such Participant. Subject to paragraph (e)(iic)(ii) of this Section 10.04Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.13, 2.14 2.10 and 2.15 2.11 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 10.04Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided that such Participant agrees to be subject to Section 2.16(d) 11.8 as though it were a Lender.

Participations Generally. Any Lender may, without the consent of the Borrower, Borrower or the Administrative Agent or any Issuing BankSenior Agent, sell participations to one or more banks or other entities (a “Participant”"PARTICIPANT") in all or a portion of such Lender’s 's rights and obligations under this Agreement (including all or a portion of its Commitments Commitment and the Loans held by owing to it); provided PROVIDED that (A) such Lender’s 's obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Senior Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided PROVIDED that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 10.02(b9.02(b) that affects such Participant. Subject to paragraph (e)(iic)(ii) of this Section 10.04Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.132.12, 2.13 and 2.14 and 2.15 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 10.04. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided that such Participant agrees to be subject to Section 2.16(d) as though it were a LenderSection.

Participations Generally. Any Lender may, without the consent of the either Borrower, the Administrative Agent or any Issuing Bankthe Letter of Credit Issuer, sell participations to one or more banks or other entities (a “"Participant”") in all or a portion of such Lender’s 's rights and obligations under this Agreement (including all or a portion of its Commitments Revolving Credit Commitment and the Revolving Credit Loans held by owing to it); provided that (A) such Lender’s 's obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the each Borrower, the Administrative Agent, the Issuing Banks Letter of Credit Issuer and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to third sentence of Section 10.02(b) 12.1 that affects such Participant. Subject to paragraph (e)(iic)(ii) of this Section 10.04Section, the each Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.132.10, 2.14 2.11 and 2.15 3.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 10.04Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided that such Participant agrees to be subject to Section 2.16(d) 12.8 as though it were a Lender.

Participations Generally. Any Lender may, without the consent of the Borrower, the Administrative Agent or any Issuing BankLender, sell participations to one or more banks or other entities (other than to a natural person, a Disqualified Lender or any Loan Party or any of its Affiliates) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments Commitment and the Loans held by owing to it); provided that (A) such Lender’s obligations under this Agreement and the other Loan Documents shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, the Issuing Banks Lenders and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this AgreementAgreement and the other Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this AgreementAgreement or any other Loan Document; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 10.02(b9.02(b) that affects such Participant. Subject to paragraph (e)(iic)(ii) of this Section 10.04Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.132.16, 2.14 2.17 and 2.15 2.18 (subject to the same extent as if it were a Lender requirements and had acquired its interest by assignment limitations of such Sections, including the requirement to provide the forms and certificates pursuant to paragraph Section 2.18(e) (b) of this Section 10.04. To it being understood that the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided that such Participant agrees to be subject to Section 2.16(d) as though it were a Lender.documentation required under

Participations Generally. Any The Lender may, without the consent of the Borrower, the Administrative Agent or any Issuing Bank, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such the Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments Commitment and the Loans held by owing to it); provided that (A) such the Lender’s obligations under this Agreement shall remain unchanged, (B) such the Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, the Issuing Banks and the other Lenders Borrower shall continue to deal solely and directly with such the Lender in connection with such the Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a the Lender sells such a participation shall provide that such the Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such the Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to third sentence of Section 10.02(b) 9.1 that affects such Participant. Subject to paragraph (e)(iic)(ii) of this Section 10.04Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15 Section 2.7 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 10.04Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided that such Participant agrees to be subject to Section 2.16(d) 9.8 as though it were a Lender.

Participations Generally. Any Lender may, without the consent of the Borrower, Borrower or the Administrative Agent or any Issuing BankMezzanine Agent, sell participations to one or more banks or other entities (a “Participant”"PARTICIPANT") in all or a portion of such Lender’s 's rights and obligations under this Agreement (including all or a portion of its Commitments Commitment and the Loans held by owing to it); provided PROVIDED that (A) such Lender’s 's obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Mezzanine Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided PROVIDED that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 10.02(b9.02(b) that affects such Participant. Subject to paragraph (e)(iic)(ii) of this Section 10.04Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.132.12, 2.13 and 2.14 and 2.15 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 10.04. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided that such Participant agrees to be subject to Section 2.16(d) as though it were a LenderSection.

Participations Generally. Any Lender may, without the consent of the Borrower, the Administrative Agent or any Agent, Issuing Bank, Bank sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments Term Loan Pro Rata Share and the Loans held by owing to it); provided that (A) such Lender’s obligations under this Agreement and the other Loan Documents shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, the Issuing Banks Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this AgreementAgreement and the other Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this AgreementAgreement or any other Loan Document; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 10.02(b) 10.11 that affects such Participant. Subject to paragraph subclause (e)(iic)(ii) of this Section 10.04Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.132.14, 2.14 2.15 and 2.15 2.16 (subject to the requirements and limitations of such Sections) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 10.04. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided that such Participant agrees to be subject to Section 2.16(d) as though it were a LenderSection.