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 Revolving Credit Commitments held by such Lender at any time and from time to time to one or more other Persons (other than a natural Person or the Parent or any of the Parent’s Affiliates or 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 12.11, and the Administrative Agent 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 and Guarantors 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 Lender will not agree to any modification, amendment or waiver of the Credit 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 1.12 and Section 9.3 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 Revolving Credit Commitments held by such Lender at any time and from time to time to one or more other Persons (other than a natural Person or the Parent or any of the Parent’s Affiliates or Subsidiaries)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 12.11, 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 and Guarantors under this Agreement and the other Credit Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Credit Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Credit 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 1.12 1.11 and Section 9.3 hereof.10.3

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 Revolving Credit Commitments held by such Lender at any time and from time to time to one or more other Persons (other than a natural Person or person, the Parent or Borrower, any of the Parent’s Affiliates Subsidiaries or Subsidiariesany 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 12.11Section, and the Administrative Agent 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 and Guarantors under this Agreement and the other Credit Loan Documents including, without limitation, including the right to approve any amendment, modification or waiver of any provision of the Credit Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Credit 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 1.12 3.4 and Section 9.3 hereof.3.6. Section 11.10

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 Revolving Credit Commitments held by such Lender at any time and from time to time to one or more other Persons (other than a natural Person or the Parent or any of the Parent’s Affiliates or Subsidiaries)Persons; provided that no such participation shall relieve any Lender of any of its obligations under this Agreement, and such Lender shall remain fully liable with respect to all of its obligations and duties hereunder, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 12.11Section, and the Administrative Agent 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 and Guarantors under this Agreement and the other Credit Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Credit Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Credit 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 1.12 1.10 and Section 9.3 hereof.9.3

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 Revolving Credit Commitments held by such Lender at any time and from time to time to one or more other Persons (other than a natural Person or the Parent or any of the Parent’s Affiliates or Subsidiaries)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 12.11Section, and the Administrative Agent 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 and Guarantors under this Agreement and the other Credit Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Credit Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Credit 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 The Borrower authorizes each Lender to which such a participation has been granted shall have disclose to any participant or prospective participant under this Section any financial or other information pertaining to the benefits of Section 1.12 and Section 9.3 hereofBorrower or any Borrower Subsidiary.

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 Revolving Credit Commitments held by such Lender at any time and from time to time to one or more other Persons (other than a natural Person or the Parent or any of the Parent’s Affiliates or Subsidiaries)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 12.11Section, 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 and Guarantors under this Agreement and the other Credit Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Credit Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Credit Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interestinterest 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 shall have may be granted the derivative benefits of Section 1.12 1.11 and Section 9.3 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 Revolving Credit Commitments held by such Lender at any time and from time to time to one or more other Persons (other than a natural Person or competitor of the Parent Borrower or any of the Parent’s Affiliates or SubsidiariesSubsidiary listed on Schedule 13.11 hereto); 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 12.11Section, and the Administrative Agent 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 and Guarantors under this Agreement and the other Credit Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Credit Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Credit 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 1.12 1.10 and Section 9.3 10.3 hereof.

Participants. Each The Lender shall have the right right, in its discretion and at its own cost cost, to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Revolving Loans made and Reimbursement Obligations and/or Revolving Credit Commitments Commitment held by such the Lender at any time and from time to time to one or more other Persons (other than a natural Person or the Parent or any of the Parent’s Affiliates or Subsidiaries)Persons; provided that (i) no such participation shall relieve any the Lender of any of its obligations under this Agreement, andand the Lender’s obligations under this Agreement shall remain unchanged, provided(ii) the Lender shall remain solely responsible to the other parties hereto or thereto for the performance of such obligations, further that (iii) the Borrower shall continue to deal solely and directly with the Lender in connection with the Lender’s rights and obligations under this Agreement, and (iv) no such participant shall have any rights under this Agreement except as provided in this Section 12.11, and the Administrative Agent shall have no obligation or responsibility to such participantSection. 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 and Guarantors under this Agreement and the other Credit Documents includingLoan Documents. In addition, without limitation, the right to approve any amendment, modification or waiver of any provision of the Credit Documents, except that such agreement may shall expressly provide that such the participant is bound by the terms of Section 9.14 hereof. The Borrower authorizes the Lender will not agree to disclose to any modificationparticipant or prospective participant under this Section any financial or other information pertaining to the Borrower or any Subsidiary, amendment subject to such participant’s or waiver of the Credit 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 prospective participant’s agreement to which such a participation has been granted shall have the benefits of be bound by Section 1.12 and Section 9.3 9.14 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 Revolving Credit Commitments held by such Lender at any time and from time to time to one or more other Persons (other than a natural Person or the Parent or any of the Parent’s Affiliates or Subsidiaries)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 12.11Section, and the Administrative Agent 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 and Guarantors under this Agreement and the other Credit Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Credit Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Credit 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 1.12 1.9 and Section 9.3 10.3 hereof; provided, that a participant shall not be entitled to receive any greater payment under Section 10.3 hereof than the applicable Lender would have been entitled to receive with respect to the participation sold to 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 Revolving Credit Commitments or the Commitment held by such Lender at any time and from time to time to one or more other Persons (other than a natural Person or the Parent or any of the Parent’s Affiliates or Subsidiaries)Persons; provided that no such participation shall relieve any such 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 12.11Section, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting such Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower and Guarantors under this Agreement and the other Credit Transaction Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Credit Transaction Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Credit Transaction Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation Loan in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 1.12 Article 10 (solely to the extent such cost or expense accrues only after such participation is made) and Section 9.3 1.3 hereof.

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 Revolving Credit Loans made and/or Reimbursement Obligations, participations in L/Cs and Reimbursement Obligations and/or Revolving Credit Commitments Commitment held by such Lender Bank at any time and from time to time to one or more other Persons (other than a natural Person or the Parent or any of the Parent’s Affiliates or Subsidiaries)Persons; 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 direct rights under this Agreement except as provided in this Section 12.1111.18, and the Administrative no Agent shall have no any obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower and Guarantors under this Agreement and the other Credit Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Credit Loan Documents, except that such agreement may provide that such Lender Bank will not agree to any modification, amendment or waiver of the Credit 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 1.12 9.3 and Section 9.3 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. The Borrower and each Guarantor authorizes each Bank to disclose to any participant or prospective participant under this Section 11.18 any financial or other information pertaining to the Borrower or any Guarantor.

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 Revolving Credit Commitments held by such Lender at any time and from time to time to one or more other Persons (other than a natural Person or the Parent or any of the Parent’s Affiliates or 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 12.11, and the Administrative Agent 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 and Guarantors 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 Lender will not agree to any modification, amendment or waiver of the Credit 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 Sections 1.12, 9.3 and 12.1 hereof (subject to the requirements and limitations therein, including the requirements under Section 1.12 and Section 9.3 hereof.12.1(c) hereof (it being understood that the documentation required under Section

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 Revolving Credit Commitments held by such Lender at any time and from time to time to one or more other Persons (other than any Person which is a natural Person or the Parent or any direct competitor of the Parent’s Affiliates 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 12.11Section, and the Administrative Agent 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 and Guarantors under this Agreement and the other Credit Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Credit Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Credit 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 1.12 1.11 and Section 9.3 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, provided that such participant or prospective participant shall have agreed to keep such information confidential pursuant to the terms of Section 13.23 hereof.

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/or Reimbursement Obligations, participations in L/Cs, Swingline Loans and Reimbursement Obligations and/or Revolving Credit Commitments Commitment held by such Lender Bank at any time and from time to time to one or more other Persons (other than a natural Person or the Parent or any of the Parent’s Affiliates or Subsidiaries)Persons; 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 direct rights under this Agreement except as provided in this Section 12.1111.18, and the Administrative no Agent shall have no any obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower and Guarantors under this Agreement and the other Credit Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Credit Loan Documents, except that such agreement may provide that such Lender Bank will not agree to any modification, amendment or waiver of the Credit 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 1.12 9.3 and Section 9.3 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. The Borrower and each Guarantor authorizes each Bank to disclose to any participant or prospective participant under this Section 11.18 any financial or other information pertaining to the Borrower or any Guarantor.

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 Revolving Credit Commitments held by such Lender at any time and from time to time to one or more other Persons (other than any Person which is a natural Person or the Parent or any direct competitor of the Parent’s Affiliates 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 12.11Section, and the Administrative Agent 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 and Guarantors under this Agreement and the other Credit Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Credit Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Credit 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 1.12 1.10 and Section 9.3 hereof.10.3

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 Revolving Credit Commitments held by such Lender at any time and from time to time to one or more other Persons (other than a natural Person or the Parent or any of the Parent’s Affiliates or Subsidiaries)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 12.11Section, and none of the Borrower, the Subsidiaries or the Administrative Agent shall have no any 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 and Guarantors under this Agreement and the other Credit Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Credit Loan Documents, except that such agreement may provide that such Lender will not agree agree, without such participant’s consent, to any modification, amendment or waiver of the Credit 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 Provided that each participant or prospective participant has entered into an agreement to which keep such a participation has been granted shall have information confidential on the benefits of terms set forth in Section 1.12 and 13.23 hereof, the Borrower authorizes each Lender to disclose to any participant or prospective participant under this Section 9.3 hereofany financial or other information pertaining to the Borrower or any Subsidiary.

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 Revolving Credit Commitments held by such Lender at any time and from time to time to one or more other Persons (other than a natural Person or the Parent or any of the Parent’s Affiliates or Subsidiaries)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 12.11Section, and the Administrative Agent 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 and Guarantors Borrowers under this Agreement and the other Credit Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Credit Loan Documents, except that such agreement may provide that that, without the consent of such participant, such Lender will not agree to any modification, amendment or waiver of the Credit Loan Documents that (i) would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interestinterest or (ii) would require the consent of all Lenders pursuant to Section 9.13(ii) hereof. Any party to which such a participation has been granted shall have the benefits of Section 1.12 7.1 and Section 9.3 7.4 hereof. The Borrowers authorize each Lender to disclose to any participant or prospective participant under this Section any financial or other information pertaining to any Borrower. Each Lender that grants any participation hereunder shall cause each of its participants that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) to comply with those Lender requirements set forth in Section 9.1(b) 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 Revolving Loans made and Reimbursement Obligations and/or Revolving Credit Commitments held by such Lender at any time and from time to time to one or more other Persons (other than a natural Person or the Parent or any of the Parent’s Affiliates or Subsidiaries)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 12.11, 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 and Guarantors under this Agreement and the other Credit Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Credit Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Credit 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 1.12 and Section 9.3 hereof.1.11

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 Revolving Credit Commitments held by such Lender Bank at any time and from time to time to one or more other Persons (other than a natural Person or the Parent or any of the Parent’s Affiliates or Subsidiaries)Persons; 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 Bank shall agree with such participant not to exercise any of its rights hereunder without the consent of such participant except for rights which under the terms hereof may only be exercised by all Banks and (iii) no such participant shall have any direct rights under this Agreement except as provided in this Section 12.1115.11, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower Borrowers and Guarantors under this Agreement and the other Credit Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Credit Loan Documents, except that such agreement may provide that such Lender Bank will not agree to any modification, amendment or waiver of the Credit 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 1.12 4.8 and Section 9.3 hereof.12.3

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 Revolving Credit Commitments held by such Lender at any time and from time to time to one or more other Persons (other than any Person which is a natural Person or direct competitor of the Parent Borrower or any of the Parent’s Affiliates or 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 12.11Section, and the Administrative Agent 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 and Guarantors under this Agreement and the other Credit Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Credit Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Credit 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 1.12 1.11 and Section 9.3 hereof.10.3

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 or Canadian Reimbursement Obligations and/or Revolving Credit Commitments held by such Lender at any time and from time to time to one or more other Persons (other than a natural Person or the Parent or any of the Parent’s Affiliates or Subsidiaries)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 12.11Section, and the Administrative Agent 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 and Guarantors or Canadian Borrowers, as applicable, under this Agreement and the other Credit Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Credit Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Credit 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 1.12 1.13 and Section 9.3 10.3 hereof. The Borrower and the Canadian Borrowers authorize 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, provided that each participant and prospective participant agrees to abide by the provisions contained in Section 13.24.

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 the Revolving Credit Commitments held by such Lender at any time and from time to time to one or more other Persons (other than a natural Person or the Parent or any of the Parent’s Affiliates or Subsidiaries)Persons; provided that no such participation shall relieve any Lender of any of its obligations under this Agreement, and, provided, provided further that no such participant shall have any rights under this Agreement except as provided in this Section 12.11Section, and the Administrative Agent 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 and Guarantors under this Agreement and the other Credit Loan Documents including, without limitation, including the right to approve any amendment, modification or waiver of any provision of the Credit Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Credit 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 Sections 3.1 and 3.2 (subject to the requirements and limitations therein, including the requirements of Section 1.12 and 3.1(b), it being understood that the documentation required under Section 9.3 hereof.3.1(b) shall be delivered to the participating Lender), Section 3.4

Participants. Each Lender shall have the right at its own cost to may assign or grant participations (to be evidenced by one ------------ in its rights under the Credit Documents in whole or more agreements or certificates of participation) in the Loans made and Reimbursement Obligations and/or Revolving Credit Commitments held by such Lender at any time and from time to time part to one or more other Persons (other than a natural Person or the Parent or any of the Parent’s Affiliates or Subsidiaries)Persons; provided that (i) no such assignment or participation shall relieve any Lender of any of its obligations under this Agreement, and, provided, further that no (ii) the Borrower and the Agent shall continue to deal solely and directly with such participant shall have any Lender in connection with its rights and obligations under this Agreement except as provided in this Section 12.11the Credit Documents, and (iii) the Administrative Borrower and the Agent shall have no obligation or responsibility to such participantparticipant or assignee. Any agreement pursuant to which such a participation in or assignment of Obligations or rights thereunder is granted (other than an assignment complying with Section 10.11) shall provide that the granting Lender shall retain retains the sole right and responsibility to enforce the obligations of the Borrower and Guarantors 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 Lender will not agree to any modification, amendment or waiver of the Credit Documents that would reduce the principal amount of or postpone any fixed interest owing on, or extend the final maturity date for payment of of, any Obligation in which such participant or assignee has an interestinterest 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 1.12 Sections 2.11 and Section 9.3 hereof8.3, but not in excess of the amounts to which the participating Lender would have been entitled had no such participation been made.