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 (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 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 Borrower under this Agreement and the other Loan Documents 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. Any party to which such a participation has been granted shall have the benefits of Section 3.4 and Section 3.6.

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 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 Persons time; PROVIDED THAT (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 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 Administrative (iii) the 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 Borrower under this Agreement and the other Loan Documents including the right to approve any amendment, modification participant 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 interestassignee. Any party to which such a participation has been granted shall have the benefits of Section 3.4 2.12 and Section 3.69.3, 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 a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; PROVIDED that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement that would (A) increase any Commitment of such Bank if such increase would also increase the participant's obligations, (B) forgive any amount of or postpone the date for payment of any principal of or interest on any Loan or of any fee payable hereunder in which such participant has an interest or (C) reduce the stated rate at which interest or fees in which such participant has an interest accrue hereunder.

Participants. Each Any 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 may at any time and from time time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to time to one or more other Persons any Person (other than a natural person, Person or the Borrower, Borrowers or any of the Subsidiaries Borrowers’ Affiliates or any Affiliate 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 Borrower or its Subsidiaries or, Loans owing to the extent that the list of Disqualified Institutions is made available to all Lenders, any Disqualified Institutionit); 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 Administrative Agent each Lender shall have no obligation or responsibility be responsible for the 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 Borrower under this Agreement and the other Loan Documents including 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. Any party to which such a participation has been granted shall have the benefits of Section 3.4 10.3.2 and Section 3.610.3.3 that affects such Participant.

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 Persons (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)time; 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 Administrative (iii) the 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 Borrower under this Agreement and the other Loan Documents including the right to approve any amendment, modification participant 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 interestassignee. Any party to which such a participation has been granted shall have the benefits of Section 3.4 2.12 and Section 3.69.3, 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 a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement that would (A) increase any Commitment of such Bank if such increase would also increase the participant’s obligations, (B) forgive any amount of or postpone the date for payment of any principal of or interest on any Loan or of any fee payable hereunder in which such participant has an interest or (C) reduce the stated rate at which interest or fees in which such participant has an 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 or Canadian Reimbursement Obligations and/or Commitments held by such Lender at any time and from time to time to one or more other Persons (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)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 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 or Canadian Borrowers, as applicable, under this Agreement and the other Loan Documents including 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. Any party to which such a participation has been granted shall have the benefits of Section 3.4 1.13 and Section 3.610.3 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 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 (other than a natural personfinancial institutions, 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 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 Administrative Agent FURTHER, that no Bank shall transfer or grant any participation under which the 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 Borrower under this Agreement and the other Loan Documents including 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 is participating, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (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 interestincrease in any Commitment or Loan 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 shall have be entitled to the benefits of Section 3.4 Sections 2.3(d), 3 and Section 3.64.8 hereof to the extent such Bank would have been so entitled had no such participation been sold.

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 (other than a natural personfinancial institutions, 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 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 Administrative Agent further, that no Lender shall transfer or grant any participation under which the 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 Borrower under this Agreement and the other Loan Documents including 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 is participating, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (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 interestincrease in any Commitment or Loan 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 shall have be entitled to the benefits of Section 3.4 Sections 2.3(d), 3 and Section 3.64.9 hereof to the extent such Lender would have been so entitled had no such participation been sold.

Participants. Each Any 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 may at any time and from time time, without the consent of, or notice to, the Borrowers, the Issuing Banks, the Swingline Lender or the Administrative Agent, sell participations to time to one or more other Persons any Person (other than a natural person, Person or the Borrower, Borrowers or any of the Subsidiaries Borrowers’ Affiliates or any Affiliate 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 Borrower or its Subsidiaries or, Loans owing to the extent that the list of Disqualified Institutions is made available to all Lenders, any Disqualified Institutionit); 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 Administrative Agent each Lender shall have no obligation or responsibility be responsible for the 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 Borrower under this Agreement and the other Loan Documents including 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. Any party to which such a participation has been granted shall have the benefits of Section 3.4 10.3.2 and Section 3.610.3.3 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 (other than a natural personfinancial institutions, 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 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 Administrative Agent further, that no Lender shall transfer or grant any participation under which the 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 Borrower under this Agreement and the other Loan Documents including 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 is participating, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (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 interestincrease in any Commitment or Loan 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 shall have be entitled to the benefits of Section 3.4 Sections 2.3(d), 3 and Section 3.64.9 hereof to the extent such Lender would have been so entitled had no such participation been sold.

Participants. Each Any 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 may at any time and from time time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to time to one or more other Persons any Person (other than a natural person, Person or the Borrower, Borrower or any of the Subsidiaries Borrower’s Affiliates or any Affiliate 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 Borrower or its Subsidiaries or, Loans owing to the extent that the list of Disqualified Institutions is made available to all Lenders, any Disqualified Institutionit); 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 the Administrative Agent and the 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 Administrative Agent each Lender shall have no obligation or responsibility be responsible for the 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 Borrower under this Agreement and the other Loan Documents including 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. Any party to which such a participation has been granted shall have the benefits of Section 3.4 10.3.2 and Section 3.610.3.3 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 (other than a natural personPersons, 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 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 Administrative Agent further, that no Lender shall transfer or grant any participation under which the 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 Borrower under this Agreement and the other Loan Documents including 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 is participating, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (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 interestincrease in any Commitment or Loan 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 shall have be entitled to the benefits of Section 3.4 Sections 2.1(c)(iv), 3, 4.8 and Section 3.64.9 hereof to the extent such Lender would have been so entitled had no such participation been sold.