Common use of Successors and Assigns; Participations; Purchasing Lenders Clause in Contracts

Successors and Assigns; Participations; Purchasing Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrowers, the Lenders, the Administrative Agent, all future holders of the Loans and their respective successors and assigns, except that neither Borrower may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender. (b) Any Lender may, in accordance with applicable law, at any time sell to one or more banks or other entities (each, a "Participant") participating interests in any Loan owing to such Lender, any Note held by such Lender, any Commitment of such Lender or any other interests of such Lender hereunder. In the event of any such sale by a Lender of a participating interest to a Participant, such Lender's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of its Loan for all purposes under this Agreement, and the Borrowers and the Administrative Agent 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

Successors and Assigns; Participations; Purchasing Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the BorrowersBorrower, the Lenders, the Administrative Agent, all future holders of the Loans Notes and their respective successors and assigns, except that neither the Borrower may assign not assign, transfer or transfer delegate any of its rights or obligations under this Agreement without the prior written consent of each Lender. (b) Any Lender may, in the ordinary course of its commercial banking or finance business and in accordance with applicable law, at any time sell to one or more banks or other entities (each, a "ParticipantParticipants") participating interests in any Loan owing to such Lender, any Letter of Credit participated in by such Lender, any Note held by such Lender, any Commitment of such Lender or any other interests interest of such Lender hereunderhereunder and under the other Loan Documents; provided that the holder of any such participation, other than an Affiliate of such Lender, shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly affecting the extension of the maturity of any portion of the principal amount of a Loan or Commitment, the expiration of a Letter of Credit or any portion of interest or fees related thereto allocated to such participation or a reduction of the principal amount or principal payment amount of or the rate of interest payable on the Loans or any fees related thereto or reduction of the amount to be reimbursed under any Letter of Credit, or a release of any Obligor or any substantial portion of the Collateral or any increase in participation amounts. In the event of any such sale by a Lender of a participating interest interests to a Participant, such Lender's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of its Loan any such Note and the participant in any such Letter of Credit for all purposes under this Agreement, Agreement and the Borrowers and the Administrative Agent 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 toother 76 71

Successors and Assigns; Participations; Purchasing Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the BorrowersBorrower, the LendersSecured Parties (other than the Merchandise Letter of Credit Bank), the Administrative Agent, the Collateral Agent, all future holders of the Loans Notes and the Participating Interests and their respective successors and assigns. Notwithstanding the foregoing, except that neither the Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender. (b) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more banks banks, mutual funds or other entities financial institutions (each, a "ParticipantParticipants") participating interests in any Loan owing to such Lender, any Note held by such Lender, any Commitment of such Lender or any other interests interest of such Lender hereunderhereunder and under the other Credit Documents, including, without limitation, its interest in the L/C Obligations. In the event of any such sale by a Lender of a participating interest interests to a Participant, such Lender's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of its Loan any such Note for all purposes under this AgreementAgreement and the other Credit Documents, and the Borrowers Borrower and the Administrative Agent 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 tothe other Credit Documents.

Successors and Assigns; Participations; Purchasing Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the BorrowersBorrower, the Lenders, the Administrative Agent, all future holders of the Loans and their respective successors and assignsassigns (including any Affiliate of an Issuing Bank that issues any Letter of Credit), except that neither the Borrower may not assign or transfer any of its rights or obligations under this Agreement Agreement, other than in connection with an assignment or transfer otherwise permitted hereunder, without the prior written consent of each Lender. (b) Any Lender may, in accordance with applicable lawwithout the consent of the Borrower or the Administrative Agent, at any time sell to one or more banks or other entities financial institutions (each, a "“Participant"”) participating interests in any Loan owing to such Lender, any Note held by such Lender, any Commitment of such Lender or any other interests of such Lender hereunder. In the event of any such sale by a Lender of a participating interest to a Participant, such Lender's ’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of its Loan for all purposes under this Agreement, and the Borrowers Borrower, the Issuing Banks, and the Administrative Agent 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 toenforce

Successors and Assigns; Participations; Purchasing Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the BorrowersCompany, the Lenders, the Administrative Agent, all future holders of the Loans Notes and their respective successors and assigns, except that neither Borrower the Company may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender. (b) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more banks or other entities which are not then Competitors or Affiliates of Competitors of the Company (each, a "ParticipantParticipants") participating interests in any Loan owing to such Lender, any Note held by such Lender, any the Commitment of such Lender or any other interests interest of such Lender hereunderhereunder and under the other Loan Documents. Each Lender shall promptly notify the Company of any such sale of a participating interest to a Participant, provided that any failure to provide such notice shall not affect the validity or enforceability of any such sale. In the event of any such sale by a Lender of a participating interest interests to a Participant, such Lender's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of its Loan any such Note for all purposes under this AgreementAgreement and the other Loan Documents, and the Borrowers Company and the Administrative Agent 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 toin