Common use of Participations; Assignments Clause in Contracts

Participations; Assignments. (a) Each Bank (for purposes of this Section 2.24, the defined term "Bank" shall be deemed to include as applicable the Issuing Bank) may without the consent of the Borrower sell participations to one or more banks or other entities in all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it and the Notes held by it); provided, however, that (i) such Bank's obligations under this Agreement shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the participating banks or other entities shall be entitled to the cost protection provisions contained in Section 2.16 and Section 2.18 but shall not be entitled to receive pursuant to such provisions an amount larger than its share of the amount to which the Bank granting such participation would have been entitled and (iv) the Borrower, the Administrative Agent and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement; provided further that each Bank shall retain the sole right and responsibility vis-a-vis the Borrower to enforce the obligations of the Borrower relating to the

Participations; Assignments. (a) Each Any APA Bank (for purposes may, in the ordinary course of this Section 2.24its business and in accordance with applicable law, the defined term "Bank" shall be deemed to include as applicable the Issuing Bank) may without the consent of the Borrower at any time sell participations to one or more banks financial institutions or other entities ("PARTICIPANTS") participations in all or a portion of its VFC Certificate and its rights hereunder pursuant to documentation in form and obligations under this Agreement (including all or a portion of its Commitment substance satisfactory to such APA Bank and the Loans owing to it and the Notes held by it)Participant; providedPROVIDED, howeverHOWEVER, that (i) in the event of any such sale by an APA Bank to a Participant, (A) such APA Bank's obligations under this Agreement Supplement shall remain unchanged, (iiB) such APA Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, thereof and (iiiC) the participating banks or other entities shall be entitled to the cost protection provisions contained in Section 2.16 and Section 2.18 but shall not be entitled to receive pursuant to such provisions an amount larger than its share of the amount to which the Bank granting such participation would have been entitled and (iv) the Borrower, the Administrative Agent and the other Banks Company shall continue to deal solely and directly with such APA Bank in connection with such Bank's its rights and obligations under this Agreement; provided further that each the Pooling and Servicing Agreements, (ii) no APA Bank shall retain sell any participating interest under which the sole right Participant shall have rights to approve any amendment to, or any consent or waiver with respect to, any Pooling and responsibility vis-a-vis Servicing Agreement, except to the Borrower extent that the approval of such amendment, consent or waiver otherwise would require the unanimous consent of all APA Banks hereunder, (iii) no sale by an APA Bank to enforce the obligations a Participant shall be given effect if such sale is not otherwise permitted under subsection 5.3(e) of the Borrower relating Agreement, and (iv) each Participant shall, prior to thebecoming a Participant, execute and deliver to the Funding Agent an