Participations. The Lender may at any time, without the consent of, or notice to, the Borrower, sell participations to one or more participants (other than the Borrower or any of the Borrower’s Affiliates) (each, a “Participant”) in all or a portion of the Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and the Loan owing to it); provided that (i) the Lender’s obligations under this Agreement shall remain unchanged, (ii) the Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (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. Any agreement or instrument pursuant to which the Lender sells such a participation shall provide that 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. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, and 3.04 to the same extent as if it were the Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were the Lender. The Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.
Appears in 8 contracts
Sources: Second Amended and Restated Second Lien Credit Agreement (Beneficient), Second Amended and Restated Second Lien Credit Agreement (Beneficient Co Group, L.P.), Credit Agreement (Beneficient Co Group, L.P.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 8 contracts
Sources: Credit Agreement (Acadia Healthcare Company, Inc.), Credit Agreement (Acadia Healthcare Company, Inc.), Credit Agreement (Acadia Healthcare Company, Inc.)
Participations. The Any Lender may at grant participations in its extensions of credit hereunder to any time, without the consent of, other Lender or notice to, the Borrower, sell participations to one or more participants other lending institution (other than the Borrower or any of the Borrower’s Affiliates) (each, a “Participant”) in all or a portion of the Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and the Loan owing to it); , provided that (i) the Lender’s obligations under this Agreement no such participation shall remain unchangedbe for an amount of less than $5,000,000, (ii) the Lender no Participant shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower shall continue to deal solely and directly with the Lender in connection with the Lender’s thereby acquire any direct rights and obligations under this Agreement. Any agreement or instrument pursuant to which the Lender sells such a participation shall provide that 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. The Borrower agrees except that each Participant shall be entitled to the benefits of Sections 3.01, and 3.04 Section 3.11 (subject to the same extent as if it were requirements and limitations therein, including the Lender and had acquired its interest by assignment pursuant to requirements of subsection (b) of this Section 3.11.3 (it being understood that the documentation required under Section 3.01(d) subsection 3.11.3 shall be delivered to the originating Lender)), subsection 4.1.9 and Section 4.8 to the same extent as if it were a Lender who sells the participation)and had acquired its interest by assignment; provided however that such Participant (Aa) agrees to shall be subject to the provisions of Sections 3.05 subsection 13.5.6 as if it were an assignee under paragraph and (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 Section 3.11, subsection 4.1.9 or 3.04Section 4.8, with respect to any participation, than the its originating Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender , (iii) no Participant shall be granted any right to consent to any amendment, except to the extent any of the same pertain to (a) reducing the aggregate principal amount of, or interest rate on, or fees applicable to, its participation interest or (b) extending the final stated maturity of its participation interest or the stated maturity of any portion of any payment of principal of, or interest or fees applicable to, any of its participation interest; provided that sells a participation agrees, at the Borrower’s request and expense, rights described in this subclause (b) shall not be deemed to use reasonable efforts include the right to cooperate with the Borrower consent to effectuate the provisions of Section 3.05 any amendment with respect to or which has the effect of requiring any Participant. To mandatory prepayment of any portion of any Loan or any amendment or waiver of any Default or Event of Default, (iv) no sale of a participation in extensions of credit shall in any manner relieve the extent permitted originating Lender of its obligations hereunder, (v) the originating Lender shall remain solely responsible for the performance of such obligations, (vi) the Loan Parties and Administrative Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender’s rights and obligations under this Agreement and the other Loan Documents, and (vii) all amounts payable by Law, each Participant also the Loan Parties hereunder shall be entitled to determined as if the benefits of Section 9.08 as though it were the originating Lender had not sold any such participation. Each Lender. The Lender that sells a participation shall, acting solely for this purpose as an agent of the BorrowerBorrowers, shall maintain at its offices a record of each agreement or instrument effecting any participation and a register on which it enters (each a “Participation Register”) meeting the name requirements of 26 C.F.R. §5f.103-1(c) for the recordation in book entry form of the names and address addresses of each Participant its Participants and the their rights with respect to principal amounts (and stated interest) of each Participant’s interest in the Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation Loans from time to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulationstime. The entries in the Participant each Participation Register shall be conclusive absent manifest error, and the Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.
Appears in 7 contracts
Sources: Loan, Security and Guaranty Agreement (Quest Resource Holding Corp), Loan, Security and Guaranty Agreement (Quest Resource Holding Corp), Loan, Security and Guaranty Agreement (Quest Resource Holding Corp)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person), a Disqualified Institution, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in Section 11.01(a) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 7 contracts
Sources: Delayed Draw Term Loan Credit Agreement (Newmark Group, Inc.), Credit Agreement (Newmark Group, Inc.), Credit Agreement (BGC Partners, Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and Commitments and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections Section 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.10 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 6 contracts
Sources: Credit Agreement (Pebblebrook Hotel Trust), Credit Agreement (Pebblebrook Hotel Trust), Credit Agreement (Pebblebrook Hotel Trust)
Participations. The Any Lender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, the Swing Line Lender or any L/C Issuer, sell participations to one or more participants (other than the Borrower or any of the Borrower’s Affiliates) Eligible Assignee (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided provided, that (i) the such Lender’s obligations under this Agreement shall remain unchanged, ; (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations; and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Subject to clause (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the requirements and limitations of such Sections and Section 10.13 and the Participant’s compliance with Section 3.01(d)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation10.06(b); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interestrelated interest amounts) of each Participantparticipant’s interest in the Loan Loans or other obligations under the Loan Documents this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive conclusive, absent manifest error, and the Borrower and such Lender shall treat each Person person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary; provided, that no Lender shall have the obligation to disclose all or a portion of the Participant Register (including the identity of the Participant or any information relating to a Participant’s interest in any Loans or other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that any loans are in registered form for U.S. federal income tax purposes.
Appears in 6 contracts
Sources: Credit Agreement (Entercom Communications Corp), Credit Agreement (CBS Corp), Credit Agreement (CBS Radio Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than the Borrower a Person described in Section 10.06(b)(v) that is not permitted to be an assignee with respect to Loans or any of the Borrower’s AffiliatesCommitments) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the requirements and limitations therein, including the requirements under Section 3.01(f) (it being understood that the documentation required under Section 3.01(f) shall be delivered to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation)Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 Section 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section Section; and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 10.13 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender, provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 6 contracts
Sources: Credit Agreement (Babcock & Wilcox Enterprises, Inc.), Credit Agreement (Babcock & Wilcox Enterprises, Inc.), Credit Agreement (Babcock & Wilcox Co)
Participations. The Any Lender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, or the L/C Issuers sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 6 contracts
Sources: Credit Agreement (Andeavor Logistics Lp), Credit Agreement (Tesoro Logistics Lp), Credit Agreement (Tesoro Corp /New/)
Participations. The Lender Any Purchaser may at any time, without the consent of, or notice to, the BorrowerSeller or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the Borrower primary benefit of, a natural Person, or the Seller or any of the BorrowerSeller’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the Lendersuch Purchaser’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Investments owing to it); provided that (i) the Lendersuch Purchaser’s obligations under this Agreement shall remain unchanged, (ii) the Lender such Purchaser shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, and (iii) the Borrower Seller, the Administrative Agent and the other Purchaser Parties shall continue to deal solely and directly with the Lender such Purchaser in connection with the Lendersuch Purchaser’s rights and obligations under this Agreement. For the avoidance of doubt, each Purchaser shall be responsible for any indemnity under Article XI with respect to any payments made by such Purchaser to its Participant(s). Any agreement or instrument pursuant to which the Lender a Purchaser sells such a participation shall provide that the Lender such Purchaser 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 Purchaser will not, without the consent of the Participant, agree (other than as is already provided for herein) to any amendment, modification or waiver with respect to any matter specified in clause (i) through (vii) of Section 12.01 that affects such Participant. The Borrower Seller agrees that each Participant shall be entitled to the benefits of Sections 3.012.04, 4.01, 4.02 and 3.04 4.03 (subject to the same extent as if it were requirements and limitations therein, including the Lender and had acquired its interest by assignment pursuant to subsection (brequirements under Section 4.03(g) of this Section (it being understood that the documentation required under Section 3.01(d4.03(g) shall be delivered to the Lender who sells participating Purchaser)) to the participation)same extent as if it were a Purchaser and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 Section 4.04 as if it were an assignee under to paragraph (b) of this Section 12.06; and (B) shall not be entitled to receive any greater payment under Sections 3.01 4.01 or 3.044.03, with respect to any participation, than the Lender from whom it acquired the applicable participation its participating Purchaser would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender Each Purchaser that sells a participation agrees, at the BorrowerSeller’s request and expense, to use reasonable efforts to cooperate with the Borrower Seller to effectuate the provisions of Section 3.05 4.04 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 9.02(b) as though it were the Lendera Purchaser; provided that such Participant agrees to be subject to Section 3.03 as though it were a Purchaser. The Lender Each Purchaser that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the BorrowerSeller, maintain a register on which it enters the name and address of each Participant and the Capital or principal amounts (and stated interestinterest or Yield) of each Participant’s interest in the Loan Investments or other obligations under the Loan Transaction Documents (the “Participant Register”); provided that no Lender Purchaser shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the Lender such Purchaser shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 6 contracts
Sources: Receivables Purchase Agreement (Kinetik Holdings Inc.), Receivables Purchase Agreement (Centuri Holdings, Inc.), Receivables Purchase Agreement (Fortrea Holdings Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph subsection (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender, provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 5 contracts
Sources: Credit Agreement (TreeHouse Foods, Inc.), Credit Agreement (TreeHouse Foods, Inc.), Credit Agreement (TreeHouse Foods, Inc.)
Participations. The Any Lender may at any timemay, without the consent of, or notice toof the Borrower, the BorrowerAdministrative Agent or any Issuing Bank, sell participations to one or more participants (other than the Borrower or any of the Borrower’s Affiliates) Eligible Assignees (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment Commitments and the Loan owing to itLoans of any Class); provided that (iA) the such Lender’s obligations under this Agreement shall remain unchanged, (iiB) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations (C) Holdings, the Borrower, the Administrative Agent, the Issuing Banks and (iii) the Borrower other Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement and (D) the Participant will under no circumstances (x) be subrogated to, or substituted in respect of, the Lender’s claims under this Agreement and (y) have otherwise any contractual relationship with, or rights against, the Borrower under or in relation to this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement 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 clause (i), (ii), (iii), (vi) or (vii) in the first proviso to Section 9.02(b) that affects such Participant or requires the approval of all the Lenders. The Holdings and the Borrower agrees agree that each Participant shall be entitled to the benefits of Sections 3.012.15, 2.16 and 3.04 2.17 (subject to the requirements and limitations therein, including the requirements under Section 2.17(f) (it being understood and agreed that the documentation required under Section 2.17(f) shall be delivered to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment and delegation pursuant to subsection paragraph (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation)Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 2.18 and 2.19 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 Section 2.15 or 3.042.17, with respect to any participation, than the its participating Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 2.19(b) with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.18(c) as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the this Agreement or any other Loan Documents Document (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitmentsCommitments, loansLoans, letters Letters of credit Credit or its other obligations under this Agreement or any other Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitmentCommitment, loan Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 5 contracts
Sources: Credit Agreement (Resideo Technologies, Inc.), Credit Agreement (Resideo Technologies, Inc.), Credit Agreement (Resideo Technologies, Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerCompany or the Administrative Agent, sell participations to one or more participants any Person (other than the a natural Person, a Defaulting Lender or any Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrower Borrowers to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the BorrowerBorrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s 's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 5 contracts
Sources: Limited Waiver and Amendment to Credit Agreement (Granite Construction Inc), Credit Agreement (Granite Construction Inc), Credit Agreement (Granite Construction Inc)
Participations. The A Lender may at any time, without with the prior written consent ofof the Borrower (unless an Event of Default exists and is continuing or such participation is to Lender or an Affiliate or Approved Fund of a Lender), such consent not to be unreasonably withheld or notice to, the Borrowerdelayed, sell participations to one or more participants (other than the Borrower or any of the Borrower’s Affiliates) Eligible Assignee (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and the Loan portion of any Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the Borrower, the other parties hereto Lenders and the Administrative Agent for the performance of such obligations and (iii) the Borrower and the Administrative Agent shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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 and the other Loan Documents; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that would require the consent of all of the Lenders or such Lender. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.01 and 3.04 3.03 (subject to the limitations and requirements of those Sections) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 10.06; provided that the Participant shall not be entitled to the benefits of Section 3.01 to the extent of any Taxes imposed as a result of such Participant’s failure to provide the forms required under Section 3.01(g) if it were a Lender (it being understood that the documentation required under Section 3.01(d) Participant shall be delivered provide such forms to the participating Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions instead of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 with respect to any Participant). To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.12 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit the Loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that the Loans or such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 5 contracts
Sources: Margin Loan Agreement and Collateral Account Control Agreement (Gci, LLC), Margin Loan Agreement (Liberty Broadband Corp), Margin Loan Agreement (Gci Liberty, Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in clauses (i) through (v) of Section 10.01(a) that affects such Participant. The Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 with respect to any ParticipantSection. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s 's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 5 contracts
Sources: Term Loan Credit Agreement (Laboratory Corp of America Holdings), Bridge Term Loan Credit Agreement, Term Loan Credit Agreement (Laboratory Corp of America Holdings)
Participations. The Any Lender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, Swingline Lender or LC Issuer sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender, a Disqualified Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in LC Obligations and/or Swingline Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the LC Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the requirements and limitations therein, including the requirements under Section 3.01(g) (it being understood that the documentation required under Section 3.01(g) shall be delivered to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation)Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section Section; and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the its participating Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 10.13 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.15 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 5 contracts
Sources: Credit Agreement (Sunoco LP), Credit Agreement (Sunoco LP), Credit Agreement (NuStar Energy L.P.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than the Borrower a Person described in Section 10.06(b)(v) that is not permitted to be an assignee with respect to Loans or any of the Borrower’s AffiliatesCommitments) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant to the extent that such Lender has such right to agree hereunder. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the requirements and limitations therein, including the requirements under Section 3.01(f) (it being understood that the documentation required under Section 3.01(f) shall be delivered to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation)Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 Section 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section Section; and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 10.13 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender, provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 5 contracts
Sources: Credit Agreement (B. Riley Financial, Inc.), Credit Agreement (Babcock & Wilcox Enterprises, Inc.), Credit Agreement (Babcock & Wilcox Enterprises, Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, any Borrower, the BorrowerAdministrative Agent, the L/C Issuers or the Swing Line Lender, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower Company or any of the BorrowerCompany’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower Company agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the BorrowerCompany’s request and expense, to use reasonable efforts to cooperate with the Borrower Company to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the BorrowerCompany, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The Notwithstanding anything in the Loan Documents to the contrary, the entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 5 contracts
Sources: Credit Agreement (Aecom), Credit Agreement (Aecom), Credit Agreement (Aecom)
Participations. The Any Lender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, the Swingline Lender or the L/C Issuer, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender, an Ineligible Institution or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in Swingline Obligations and the Loan L/C Obligations) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and obligations, (iii) the Borrower Borrower, the Administrative Agent, the Lenders, the Swingline Lender and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement, and (iv) such Participant must agree to be bound by Section 10.7. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 10.1 that delays or reduces any payment to such Participant. The Subject to subsection (g) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.013.1, 3.4 and 3.04 3.5 (subject to the requirements and limitations therein) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation10.6(b); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 Section 3.6 as if it were an assignee under paragraph (bSection 10.6(b) of this and agrees to deliver the documentation required under Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 with respect to any Participant3.1(e). To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.8 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.12 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 4 contracts
Sources: Revolving Credit Agreement (PBF Logistics LP), Revolving Credit Agreement (PBF Energy Co LLC), Revolving Credit Agreement (PBF Energy Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 10.06 (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section 10.06 and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the extent benefits of Section 3.01, unless the Borrower is notified of the participation sold to such entitlement Participant and such Participant agrees, for the benefit of the Borrower, to receive comply with Section 3.01(e) as though it were a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participationLender. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.11 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. Notwithstanding the preceding paragraph, any Participant that is a Farm Credit Lender that (i) has purchased a participation in a minimum amount of $5,000,000, (ii) has been designated as a voting Participant (a “Voting Participant”) in a written notice (a “Voting Participant Notice”) sent by the relevant Lender (or the existing Voting Participant, as applicable) to the Borrower and the Administrative Agent and (iii) receives, prior to becoming a Voting Participant, the consent of the Borrower and the Administrative Agent (such Borrower and Administrative Agent consent to be required only to the extent and under the circumstances it would be required if such Voting Participant were to become a Lender pursuant to an assignment in accordance with Section 10.06(b)) and such consent is not required for an assignment to an existing Voting Participant), shall be entitled to vote as if such Voting Participant were a Lender on all matters subject to a vote by Lenders, and the voting rights of the selling Lender (or selling existing Voting Participant, as applicable) shall be correspondingly reduced, on a dollar-for-dollar basis. To be effective, each Voting Participant Notice shall include, with respect to each Voting Participant, the information that would be included by a prospective Lender in an Assignment and Assumption and the Dollar amount of the participation purchased. Notwithstanding the foregoing, each Farm Credit Lender designated as a Voting Participant in Schedule 10.06 shall be a Voting Participant without delivery of a Voting Participation Notice and without the prior written consent of the Borrower or the Administrative Agent. The selling Lender (or selling existing Voting Participant, as applicable) and the purchasing Voting Participant shall notify the Administrative Agent within three Business Days of any termination, reduction or increase of the amount of, such participation. The Administrative Agent shall be entitled to conclusively rely on information contained in Voting Participant Notices and all other notices delivered pursuant hereto. The voting rights of each Voting Participant are solely for the benefit of such Voting Participant and shall not inure to any assignee or participant of such Voting Participant that is not a Farm Credit Lender.
Appears in 4 contracts
Sources: Credit Agreement (United States Cellular Corp), Credit Agreement (Telephone & Data Systems Inc /De/), Fourth Amendment Agreement and Release of Guaranty (United States Cellular Corp)
Participations. The Any Lender may at any time, without the consent of, or notice to, any Borrower or the BorrowerAdministrative Agent, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or the Borrower Company or any of the BorrowerCompany’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such ▇▇▇▇▇▇’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the Lendersuch ▇▇▇▇▇▇’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 10.01 that is required to be approved by all Lenders or each affected Lender. The Subject to subsection (e) of this Section 10.06, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 10.06 (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered solely to the Lender who sells the participation); provided that such Participant (A) agrees to shall be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph subsection (b) of this Section 10.06 and (B) shall not be entitled to receive any greater payment under Sections Section 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the BorrowerCompany’s request and expense, to use reasonable efforts to cooperate with the Borrower Company to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender, provided such Participant shall be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the BorrowerCompany, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interestrelated interest amounts) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 4 contracts
Sources: Credit Agreement (WEX Inc.), Credit Agreement (WEX Inc.), Credit Agreement (WEX Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participations. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 10.01 (other than those in the proviso in Section 10.01(d)) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the same extent as if it were requirements and limitations therein, including the Lender and had acquired its interest by assignment pursuant to subsection (brequirements under Section 3.01(e) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 4 contracts
Sources: Abl Credit Agreement (U.S. Well Services, Inc.), Abl Credit Agreement (Basic Energy Services Inc), Abl Credit Agreement (U.S. Well Services, Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the Borrower, any L/C Issuer or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or any of their Affiliates, or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, each L/C Issuer and the other Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the requirements and limitations therein, including the requirements under Section 3.01(e) (it being understood that the documentation required under Section 3.01(e) shall be delivered to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 with respect to any ParticipantSection. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.09 as though it were the a Lender. The Lender that sells , provided such Participant agrees to be subject to Section 2.13 as though it were a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contraryLender.
Appears in 4 contracts
Sources: Credit Agreement, Credit Agreement (Enbridge Energy Partners Lp), Credit Agreement (Enbridge Energy Partners Lp)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person (or holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person), a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, and the other Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in clauses (i) through (vi) of Section 11.01(a) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (subject to the requirements and limitations therein, including the requirements under Section 3.01(e) and it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 4 contracts
Sources: Credit Agreement (Phillips Edison & Company, Inc.), Credit Agreement (Phillips Edison & Company, Inc.), Credit Agreement (Phillips Edison & Company, Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in Section 11.01(a) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 4 contracts
Sources: Credit Agreement (Silicon Laboratories Inc.), Credit Agreement (Silicon Laboratories Inc), Credit Agreement (Rf Micro Devices Inc)
Participations. The Any Lender may at any time, without the consent of, or notice to, any Borrower or the BorrowerAdministrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower Company or any of the BorrowerCompany’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower Company agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the BorrowerCompany’s request and expense, to use reasonable efforts to cooperate with the Borrower Company to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the BorrowerCompany, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 4 contracts
Sources: Credit Agreement (Curtiss Wright Corp), Credit Agreement (PMC Sierra Inc), Credit Agreement (Quaker Chemical Corp)
Participations. The Any Lender may at any time, without the consent of, or notice to, Borrower, but subject to the Borrowerprior written consent of Administrative Agent, sell participations to one or more participants (other than the Borrower or any of the Borrower’s Affiliates) (each, a “Participant”) Participant in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, and (iii) the Borrower Borrower, Administrative Agent, and Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 12.1(b) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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 Section 12.10 which requires the consent of all Lenders and affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.013.1, 3.4 and 3.04 3.5 (subject to the requirements and limitations therein, including the requirements under Section 3.4(g) (it being understood that the documentation required under Section 3.4(g) shall be delivered to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection paragraph (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation)Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 Section 3.6 as if it were an assignee under paragraph (b) of this Section Section; and (B) shall not be entitled to receive any greater payment under Sections 3.01 3.1 or 3.043.4, with respect to any participation, than the its participating Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.6 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 4.3 as though it were a Lender; provided that such Participant agrees to pay to Administrative Agent any amount set-off for application to the Obligations under the Loan Documents as required pursuant to Section 4.3; provided further that such Participant agrees to be subject to Section 12.23 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 4 contracts
Sources: Credit Agreement (Granite Ridge Resources, Inc.), Credit Agreement (Granite Ridge Resources, Inc.), Credit Agreement (Granite Ridge Resources, Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, any Borrower, any L/C Issuer or the BorrowerAdministrative Agent, sell participations to one or more participants any Person (other than the a natural person, a Defaulting Lender or any of their Affiliates, or any Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, each L/C Issuer and the other Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Subject to subsection (e) of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the requirements and limitations therein, including the requirements under Section 3.01(e) (it being understood that the documentation required under Section 3.01(e) shall be delivered to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 with respect to any ParticipantSection. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.09 as though it were the a Lender. The Lender that sells , provided such Participant agrees to be subject to Section 2.13 as though it were a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contraryLender.
Appears in 3 contracts
Sources: Credit Agreement (Enbridge Energy Partners Lp), Credit Agreement (Midcoast Energy Partners, L.P.), Credit Agreement (Midcoast Energy Partners, L.P.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender, a holder of any Subordinated Debt or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swingline Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participations. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 3.04 11.01 (subject to the same extent as if it were requirements and limitations therein, including the Lender and had acquired its interest by assignment pursuant to subsection (brequirements under Section 3.01(e) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 3 contracts
Sources: Credit Agreement (Ixia), Credit Agreement (Ixia), Credit Agreement (Ixia)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swingline Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participations. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the same extent as if it were requirements and limitations therein, including the Lender and had acquired its interest by assignment pursuant to subsection (brequirements under Section 3.01(e) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 3 contracts
Sources: Revolving Credit Agreement (Commvault Systems Inc), Credit Agreement (Ufp Technologies Inc), Credit Agreement (Powell Industries Inc)
Participations. The Any Lender may at any time, without the consent of, or notice to, any Borrower or the BorrowerAdministrative Agent, sell participations to one or more participants any Person (other than the Borrower a natural person, a Defaulting Lender, ▇▇▇▇▇▇▇▇▇ or any of the Borrower’s Affiliates▇▇▇▇▇▇▇▇▇’▇ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such ▇▇▇▇▇▇’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(d) with respect to any payments made by such Lender to its Participants. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the requirements and limitations therein, including the requirements under Section 3.01(f) (it being understood that the documentation required under Section 3.01(f) shall be delivered to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation)Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 Section 3.06 (and, for the avoidance of doubt, Section 11.13) as if it were an assignee under paragraph subsection (b) of this Section Section; and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the its participating Lender from whom it acquired the applicable participation would have been entitled to receive, except . A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the extent benefits of Section 3.01 unless ▇▇▇▇▇▇▇▇▇ is notified of the participation sold to such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender that sells a participation and such Participant agrees, at for the Borrower’s request and expensebenefit of the Borrowers, to use reasonable efforts to cooperate comply with the Borrower to effectuate the provisions of Section 3.05 with respect to any Participant3.01(f) as though it were a Lender. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.14 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the BorrowerBorrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in “registered form under form” within the meaning of Section 5f.103-1(c) of the United States Treasury RegulationsRegulations or, if different, Section 871(h)(2) or 881(c)(2) of the Code. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 3 contracts
Sources: Credit Agreement (Carpenter Technology Corp), Credit Agreement (Carpenter Technology Corp), Credit Agreement (Carpenter Technology Corp)
Participations. The Any Lender may at any time, without the consent of, or notice to, the Borrower, Borrower or the Administrative Agent sell participations to one or more participants any Person (other than the Borrower any Person described in clause (A), (B) or any (C) of the Borrower’s AffiliatesSection 11.06(b)(v)) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in Section 11.01(a) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except (i) to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury RegulationsRegulations or (ii) as is necessary to permit the Borrower to comply with applicable Law. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 3 contracts
Sources: Loan Agreement (Cadence Design Systems Inc), Loan Agreement (Cadence Design Systems Inc), Loan Agreement (Cadence Design Systems Inc)
Participations. The Each Lender may at any timemay, without the consent of, of the Borrower or notice to, the BorrowerAgent, sell participations to one or more participants (other than the Borrower or any of the Borrower’s Affiliates) (each, a “Participant”) Persons in all or a portion of the Lender’s its rights, obligations or rights and/or and obligations under this Agreement (including all or a portion of its Commitment and or the Loan Loans owing to it and any Notes held by it); provided provided, however, that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and obligations, (iii) the participant shall be entitled to the benefit of right of setoff contained in Section 11.08 and the yield protection provisions contained in Sections 3.01, 3.03 and 3.04 to the same extent that the Lender from which such participant acquired its participation would be entitled to the benefits of such yield protections; provided that the Borrower shall not be required to reimburse any participant pursuant to Sections 3.01, 3.03 or 3.04 in an amount which exceeds the amount that would have been payable thereunder to such Lender had such Lender not sold such participation and (iv) the Facility Parties, the Agent and the other Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the Lender sells , and such a participation shall provide that the Lender shall retain the sole right to enforce this Agreement the obligations of the Facility Parties relating to the Obligations owing to such Lender and to approve any amendment, modification or waiver of any provision of this AgreementAgreement (other than amendments, modifications or waivers decreasing the amount of principal of or the rate at which interest is payable on such Loans or Notes, extending any scheduled principal payment date or date fixed for the payment of interest on such Loans or Notes or extending its Commitment). The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, and 3.04 to the same extent as if it were the Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agreesparticipating interest in any Loan, at the Borrower’s request and expense, Commitment or other interest to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were the Lender. The Lender that sells a participation participant shall, acting solely for this purpose as an agent of the BorrowerBorrower solely for the purpose of this Section 11.06(e), maintain a register on which it enters the name and address of each Participant participant and the principal amounts (and stated interest) of each Participantparticipant’s interest in the Loan any Loan, Commitment or other obligations under the Loan Documents interest (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant participant or any information relating to a Participantparticipant’s interest in any commitmentsLoans, loans, letters of credit Commitments or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitmentLoan, loan Commitment or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 3 contracts
Sources: Warehouse Loan Agreement (Greenbrier Companies Inc), Warehouse Loan Agreement (Greenbrier Companies Inc), Warehouse Loan Agreement (Trinity Industries Inc)
Participations. The (i) Any Lender may at any time, without the consent of, or notice to, the BorrowerLoan Parties or the Agent, sell participations to one or more participants any Person (other than a natural person or the Borrower Loan Parties or any of the Borrower’s AffiliatesLoan Parties’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s 's rights and/or obligations under this Agreement (including its Revolving Commitment, if any, and/or all or a portion of its Commitment and the Loan Loans (including any participations in Swing Line Loans owing to it); provided that (i) the such Lender’s 's obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Loan Parties, the Agent, the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s 's rights and obligations under this Agreement. Any Participant shall agree in writing to comply with all confidentiality obligations set forth in Section 10.07 as if such Participant was a Lender hereunder.
(ii) Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in clauses (i) through (iii) of the first proviso to Section 10.01 that affects such Participant. The Borrower agrees Subject to subsection (e) of this Section, the Loan Parties agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the requirements and limitations therein, including the requirements under Section 3.01(e) (it being understood that the documentation required under Section 3.01(e) shall be delivered to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation10.06(b); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender. The , provided such Participant agrees to be subject to Section 2.10 as though it were a Lender.
(iii) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s 's interest in any commitments, loans, letters of credit Loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 3 contracts
Sources: First Lien Credit Agreement (Sequential Brands Group, Inc.), Amendment and Restatement Agreement (Sequential Brands Group, Inc.), First Lien Credit Agreement (Sequential Brands Group, Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than the Borrower or any of the Borrower’s Affiliatesa Disqualified Lender) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower Company agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (subject to the limitations and requirements therein, including the requirements of Section 3.01(e); it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participationparticipation and the same greater payment would also have applied to the relevant Lender. The Each Lender that sells a participation agrees, at the BorrowerCompany’s request and expense, to use reasonable efforts to cooperate with the Borrower Company to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.11 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the BorrowerCompany, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 3 contracts
Sources: Credit Agreement (American Capital Senior Floating, Ltd.), Credit Agreement (American Capital, LTD), Credit Agreement (American Capital Senior Floating, Ltd.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in Section 11.01(a) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 3 contracts
Sources: Credit Agreement (WHITEWAVE FOODS Co), Credit Agreement (Dean Foods Co), Credit Agreement (WHITEWAVE FOODS Co)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the other Lenders and a L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in clauses (i) through (vii) of Section 11.01(a) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (subject to the requirements and limitations therein, including the requirements under Section 3.01(e) and it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 3 contracts
Sources: Credit Agreement (Phillips Edison & Company, Inc.), Credit Agreement (Phillips Edison Grocery Center Reit I, Inc.), Credit Agreement (Phillips Edison Grocery Center Reit I, Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrowers or the Administrative Agent, sell participations to one or more participants any Person (other than the Borrower a natural Person, a Defaulting Lender or a Loan Party or any of the BorrowerLoan Party’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans and the Loan its Alternative Currency Risk Participations) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrower Borrowers to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.12 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the BorrowerBorrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 3 contracts
Sources: Credit Agreement (Global Partners Lp), Credit Agreement (Global Partners Lp), Credit Agreement (Global Partners Lp)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person or the Borrower Parent Guarantor or any of the BorrowerParent Guarantor’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Credit Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Credit Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Credit Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.6 that affects such Participant. The Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.013.9, 3.12, 3.13 and 3.04 3.14 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant shall be subject to the requirements and limitations therein, including the requirements under Section 3.13(f) (it being understood that the documentation required under Section 3.01(d3.13(f) shall be delivered to the Lender who sells the participationparticipating Lender); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 3.7 as though it were the a Lender, provided such Participant agrees to be subject to Section 3.8 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Credit Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any commitmentsCommitment, loans, letters of credit Loans or its other obligations under any Loan Credit Document) to any Person except to the extent that such disclosure is necessary to establish that such commitmentCommitment, loan Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Credit Agreement notwithstanding any notice to the contrary.
Appears in 3 contracts
Sources: Term Loan Credit Agreement (PNM Resources Inc), Term Loan Credit Agreement (PNM Resources Inc), Term Loan Credit Agreement
Participations. The (i) Any Lender may sell a participation interest in its commitments hereunder or any of its rights under its Loans or under the Loan Documents to any Person, provided that the agreement between such Lender and such participant must at all times provide: (i) that such participation exists only as a result of the agreement between such participant and such Lender and that such transfer does not give such participant any time, without the consent of, right to vote as a Lender or notice to, the Borrower, sell participations to one any other direct claims or more participants (rights against any Person other than such Lender, (ii) that such participant is not entitled to payment from the Borrower or any Restricted Subsidiary under any of the Borrower’s Affiliates) Sections 3.2, 3.3, 3.4, 3.5 or 3.6 of amounts in excess of those payable to such Lender under such sections (each, a “Participant”) in all or a portion of the Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and the Loan owing to it); provided that (i) the Lender’s obligations under this Agreement shall remain unchanged, (ii) the Lender shall remain solely responsible determined without regard to the other parties hereto for the performance sale of such obligations participation), and (iii) the Borrower shall continue to deal solely and directly with the Lender in connection with the unless such participant is an Affiliate of such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the Lender sells such a participation shall provide that 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. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, and 3.04 to the same extent as if it were the Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) participant shall not be entitled to receive require such Lender to take any greater payment action under Sections 3.01 any Loan Document or 3.04, with respect to obtain the consent of such participant prior to taking any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receiveaction under any Loan Document, except for any amendment that increases the then current Borrowing Base (to the extent such entitlement to receive amendment would require the consent of Lenders whose Revolving Loan Percentage Shares equal or exceed ninety-five percent (95%); under the next-to-last sentence of subsection (a) of Section 10.1). No Lender selling such a greater payment results from participation shall, as between the other parties hereto and such Lender, be relieved of any of its obligations hereunder as a Change in Law that occurs after result of the Participant acquired the applicable sale of such participation. The Each Lender that which sells a any such participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 with respect to any Participant. To the extent permitted by Law, each Participant also Person (other than an Affiliate of such Lender) shall be entitled give prompt written notice thereof to the benefits of Section 9.08 as though it were the Lender. The Administrative Agent and Borrower.
(ii) Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s 's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. Unless otherwise required by the Internal Revenue Service, any disclosure required by the foregoing sentence shall be made by the relevant Lender directly and solely to the Internal Revenue Service. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.
Appears in 3 contracts
Sources: Credit Agreement (W&t Offshore Inc), Credit Agreement (W&t Offshore Inc), Credit Agreement (W&t Offshore Inc)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to any Person (other than a natural person or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of one or more participants (other than natural persons, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 3 contracts
Sources: Credit Agreement (Acadia Realty Trust), Credit Agreement (Acadia Realty Trust), Credit Agreement (Acadia Realty Trust)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in Sections 10.01(a) – (f) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph subsection (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 3.01, 3.04 or 3.043.05, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 3 contracts
Sources: Credit Agreement (Cole Credit Property Trust V, Inc.), Credit Agreement (Cole Office & Industrial REIT (CCIT II), Inc.), Credit Agreement (Cole Office & Industrial REIT (CCIT II), Inc.)
Participations. The Each Lender may at any timetime grant participations in any of its rights hereunder or under any of the Notes to an Eligible Assignee (a “Participant”), without provided that in the consent of, or notice to, case of any such participation,
(i) the Borrower, sell participations to one or more participants (other than the Borrower Participant shall not have any rights under this Agreement or any of the Borrowerother Loan Documents, including rights of consent, approval or waiver (the Participant’s Affiliates) (each, a “Participant”) rights against such Lender in all or a portion respect of such participation to be those set forth in the agreement executed by such Lender in favor of the Lender’s rights and/or obligations under this Agreement Participant relating thereto),
(including all or a portion of its Commitment and the Loan owing to it); provided that (iii) the such Lender’s obligations under this Agreement (including, without limitation, its Commitments hereunder) shall remain unchanged, ,
(iiiii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and obligations,
(iiiiv) such Lender shall remain the holder of any Note for all purposes of this Agreement, and
(v) the Borrower Borrowers, the Global Agent, and the other Lenders shall continue to deal solely and directly with the selling Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which , and all amounts payable by the Borrowers hereunder shall be determined as if such Lender sells had not sold such a participation shall provide participation, except that 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. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01ARTICLE III, and 3.04 to the same extent as if it were the Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that any such Participant (A) agrees to be subject to shall have complied with the provisions requirements of Sections 3.05 as if it were an assignee under paragraph (b) of this ARTICLE III including, without limitation, Section 3.03 and (B) provided, further, that no Participant shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect amount pursuant to any participation, ARTICLE III than the transferor to the extent that such Lender from whom it acquired the applicable participation would have been be entitled to receivereceive if the participation had not been entered into or sold, and, provided further, that no Lender shall transfer, grant or sell any participation under which the Participant shall have rights to approve any amendment to or waiver of this Agreement or any other Loan Document except to the extent such entitlement amendment or waiver would (w) increase the Maximum Credit Facility Amount, other than pursuant to receive a greater payment results from a Change in Law that occurs after Section 2.17, extend the Participant acquired the applicable participation. The Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were the Lender. The Lender that sells a participation shall, acting solely for this purpose as an agent final scheduled maturity of the BorrowerLoans in which such Participant is participating, maintain or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a register on which it enters waiver of the name and address applicability of each Participant and any post-default increase in interest rates), or reduce the principal amounts (and stated interest) of each amount thereof, or increase such Participant’s interest in the Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s participating interest in any commitmentsCommitment over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of any such Commitment), loans(x) release any guarantor from its guaranty of any of the Obligations, letters except in accordance with the terms of credit the Loan Documents, or (y) consent to the assignment or transfer by any Borrower of any of its other rights and obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contraryAgreement.
Appears in 3 contracts
Sources: Credit Agreement (Abercrombie & Fitch Co /De/), Credit Agreement (Abercrombie & Fitch Co /De/), Credit Agreement (Abercrombie & Fitch Co /De/)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such ▇▇▇▇▇▇’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the Lendersuch ▇▇▇▇▇▇’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in clauses (c) through (j) of the first proviso to Section 11.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the same extent as if it were requirements and limitations therein, including the Lender and had acquired its interest by assignment pursuant to subsection (brequirements under Section 3.01(e) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations Obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitmentsCommitments, loansLoans, letters Letters of credit Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitmentCommitment, loan Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 3 contracts
Sources: Credit Agreement (Tutor Perini Corp), Credit Agreement (Tutor Perini Corp), Credit Agreement (Tutor Perini Corp)
Participations. The Any Lender may at any time, without the consent of, or notice to, any Borrower or the BorrowerAdministrative Agent, sell participations to one or more participants any Person (other than the Borrower a natural Person, a known Defaulting Lender or a Loan Party or any Affiliates or Subsidiaries of the Borrower’s Affiliatesa Loan Party) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, the L/C Issuers and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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 of the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clause (y) of the first proviso to Section 10.01 that affects such Participant and requires the consent of each Lender directly affected thereby. The Each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.14 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 3.01, 3.04 or 3.043.05, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except unless the sale of the participation to such Participant is made with the Borrowers’ prior written consent. A participant shall not be entitled to the benefits of Section 3.01 to the extent such entitlement Participant fails to receive comply with Section 3.01(e) as though it were a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participationLender. The Each Lender that sells a participation agrees, at the a Borrower’s request and expense, to use reasonable efforts to cooperate with the such Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.09 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.14 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the BorrowerBorrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitmentsCommitments, loansLoans, letters of credit L/C Borrowings, Swing Line Loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitmentCommitment, loan Loan, L/C Borrowing, Swing Line Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 3 contracts
Sources: Credit Agreement (Constellium SE), Credit Agreement (Constellium N.V.), Credit Agreement (Constellium N.V.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the Borrower primary benefit of, a natural person), a Defaulting Lender (or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or any of its Subsidiaries) or any Loan Party or any of the Borrower’s AffiliatesLoan Parties’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and Commitments and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in clauses (a) through (e) of the first proviso to Section 10.01 that affects such Participant. The Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.06(b); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.01, 3.04, 3.05, 3.06 and 10.13 and any requirements or limitations contained therein as if it were an assignee under paragraph subsection (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participationSection. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 Sections 3.06 and 10.13 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided such Participant agrees to be subject to Section 2.14 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 3 contracts
Sources: Term Loan Agreement (Healthpeak Properties, Inc.), Term Loan Agreement (Healthpeak Properties, Inc.), Term Loan Agreement (Healthpeak Properties, Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the lettered items of the first proviso to Section 10.01 that affects such Participant. The Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 with respect to any ParticipantSection. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.14 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s Participants interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 3 contracts
Sources: Credit Agreement (Franklin Street Properties Corp /Ma/), Credit Agreement (Franklin Street Properties Corp /Ma/), Credit Agreement (Franklin Street Properties Corp /Ma/)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrowers or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or the Borrower Borrowers or any of the Borrower’s AffiliatesBorrowers’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso of Section 11.01(a) that affects such Participant. The Borrower agrees Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 to the same extent as if it were the Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 3.05 (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.14 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower Borrowers to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the BorrowerBorrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive conclusive, absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Sources: Credit Agreement (Armstrong Flooring, Inc.), Credit Agreement (Armstrong World Industries Inc)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrowers or the Agent, sell participations to one or more participants any Person (other than a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the Borrower primary benefit of a natural Person), a Defaulting Lender or the Borrowers or any of the Borrower’s AffiliatesBorrowers’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain the holder of its Loans and owner of its participations or other interest in any Letter of Credit for all purposes hereunder, (iii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iiiiv) the Borrower Borrowers, the Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender 111 who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrower Borrowers to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the BorrowerBorrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Agent (in its capacity as the Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Sources: Credit Agreement (Alexander & Baldwin, Inc.), Credit Agreement (Alexander & Baldwin, Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, any L/C Issuer or the Swing Line Lender, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in Section 11.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the requirements and limitations therein, including the requirements under Section 3.01(e) (it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation)Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph subsection (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 Sections 3.06 and 11.13 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Sources: Credit Agreement (Energen Corp), Credit Agreement (Energen Corp)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Lead Administrative Agent, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Lead Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expenserequest, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Lead Administrative Agent (in its capacity as Lead Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Sources: Credit Agreement (Church & Dwight Co Inc /De/), Credit Agreement (Church & Dwight Co Inc /De/)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than the Borrower a Person described in Section 10.06(b)(v) that is not permitted to be an assignee with respect to Loans or any of the Borrower’s AffiliatesCommitments) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the requirements and limitations therein, including the requirements under Section 3.01(f) (it being understood that the documentation required under Section 3.01(f) shall be delivered solely to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation)Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 Section 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section Section; and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 10.13 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender, provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Sources: Credit Agreement (BWX Technologies, Inc.), Credit Agreement (BWX Technologies, Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and obligations, (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement, and (iv) such Lender shall maintain a register with respect to such Participant in a manner consistent with that required under Section 10.06(c). Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Subject to clause (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection clause (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 with respect to any ParticipantSection. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender. The Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation such Participant agrees to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating be subject to Section 2.13 as though it were a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contraryLender.
Appears in 2 contracts
Sources: Credit Agreement (Broadcom Corp), Credit Agreement (Broadcom Corp)
Participations. The Any Lender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, the Swingline Lender or the L/C Issuer, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in Swingline Obligations and the Loan L/C Obligations) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and obligations, (iii) the Borrower Borrower, the Administrative Agent, the Lenders, the Swingline Lender and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement, and (iv) such Participant must agree to be bound by Section 10.07. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 10.01 that delays or reduces any payment to such Participant. The Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.013.01 (subject to the requirements and limitations therein, including the requirements under Section 3.01(e) (it being understood that the documentation required under Section 3.01(e) shall be delivered to the participating Lender)), 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation10.06(b); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.12 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Sources: Credit Agreement (Antero Midstream Partners LP), Credit Agreement (Antero Resources Midstream LLC)
Participations. The (i) Any Lender may at any time, without the consent of, or notice to, the BorrowerLoan Parties or the Agent, sell participations to one or more participants any Person (other than a natural person or the Borrower Loan Parties or any of the Borrower’s AffiliatesLoan Parties’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and the Loan owing to it)Agreement; provided that (ix) the such Lender’s obligations under this Agreement shall remain unchanged, (iiy) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iiiz) the Borrower Loan Parties, the Agent, the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any Participant shall agree in writing to comply with all confidentiality obligations set forth in Section 10.07 as if such Participant was a Lender hereunder.
(ii) Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in clauses (i) through (iii) of the first proviso to Section 10.01 that affects such Participant. The Borrower agrees Subject to subsection (e) of this Section, the Loan Parties agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the requirements and limitations therein, including the requirements under Section 3.01(e) (it being understood that the documentation required under Section 3.01(e) shall be delivered to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation10.06(b); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender. The , provided that such Participant agrees to be subject to Section 2.12 as though it were a Lender.
(iii) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit the Loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Sources: Credit Agreement (Sequential Brands Group, Inc.), Credit Agreement (Sequential Brands Group, Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, to the extent the consent of such Lender to such amendment, waiver or other modification under this Agreement is required by the first proviso to Section 10.01, such Lender will not, without the consent of the Participant, agree to such amendment, waiver or other modification. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 and Section 10.13 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.11 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated .stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Sources: Incremental Joinder and Amendment Agreement (Ciena Corp), Credit Agreement (Ciena Corp)
Participations. The Each Lender may at any time, without the consent of, or notice to, the Borrower, sell participations to one or more participants any Person (other than the a natural Person or any Borrower or any Affiliates or Subsidiaries of the any Borrower’s Affiliates) (each, a “Participant”) in all or a portion of the Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment rights and obligations under the Loan Documents (including, without limitation, all or a portion of its Commitment, the Advances owing to it, its participations in Letters of Credit or Swingline Advances, and the Note or Notes (if any) held by it); provided provided, however, that (i) the such Lender’s obligations under this Agreement (including, without limitation, its Commitment hereunder) shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and obligations, (iii) such Lender shall remain the Borrower holder of any such Note (if any) for all purposes of this Agreement, and (iv) the Borrowers, the Agent, the LC Issuing Banks and the other Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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 that affects such Participant. The Each Borrower agrees that each Participant, solely pursuant to the terms of the relevant agreement or instrument between such Participant and the participating Lender and not as a party or third party beneficiary to this Agreement, shall be entitled to the benefits of Sections 3.01Section 2.13, Section 2.14, Section 8.4(d), and 3.04 Section 2.17 (subject to the requirements and limitations therein, including the requirements under Section 2.17(e) (it being understood that the documentation required under Section 2.17(e) shall be delivered to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection paragraph (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation8.7(c); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 Section 2.21 as if it were an assignee under paragraph (b) of this Section 8.7(c); and (B) shall not be entitled to receive any greater payment under Sections 3.01 Section 2.14 or 3.04, Section 2.17 with respect to any participation, than the its participating Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The No Participant shall be deemed to be a party to or have standing under this Agreement, and shall only act through the participating Lender pursuant to the terms of the relevant agreement or instrument between such Participant and the participating Lender. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts agrees to cooperate with the Borrower Borrowers to effectuate the provisions of Section 3.05 2.21(a) with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 2.18 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.18 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the BorrowerBorrowers solely for purposes of complying with Section 5f.103-1(c) of the United States Treasury Regulations, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Advances or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is (i) necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations, (ii) required by a regulatory agency with jurisdiction over the party requesting disclosure, (iii) required by applicable law or (iv) requested by a Borrower in connection with the benefits provided to such Participant under this Agreement, including pursuant to Sections 2.13, 2.14, 2.17 and 8.4. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Sources: Five Year Master Credit Agreement (Wisconsin Power & Light Co), Master Credit Agreement (Wisconsin Power & Light Co)
Participations. The Lender may at any time, without the consent of, or notice to, the Borrower, sell participations to one or more participants (other than the Borrower or any of the Borrower’s Affiliates) (each, a “Participant”) in all or a portion of the Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and the Loan owing to it); provided that (i) the Lender’s obligations under this Agreement shall remain unchanged, (ii) the Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (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. Any agreement or instrument pursuant to which the Lender sells such a participation shall provide that 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. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, and 3.04 3.02 to the same extent as if it were the Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.04 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.043.02, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.04 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were the Lender. The Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.
Appears in 2 contracts
Sources: Subordination Agreement (GWG Holdings, Inc.), Credit Agreement (GWG Holdings, Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s 's rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s 's obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s 's rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 10.01 that directly affects such Participant. The Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of of, and subject to the obligations of, Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the same extent as if it were a Lender who sells the participation)and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participationSection. The Each Lender that sells a participation agrees, at the Borrower’s 's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s 's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Sources: Term Loan Agreement (Oneok Inc /New/), Term Loan Agreement (ONEOK Partners LP)
Participations. The Any Lender may at any time, without the consent of, or notice to, any Borrower or the BorrowerAdministrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower Reporting Company or any of the BorrowerReporting Company’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 10.06 (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 10.06; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section 10.06 and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the BorrowerCompany’s request and expense, to use reasonable efforts to cooperate with the Borrower Company to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the BorrowerCompany, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Sources: Credit Agreement (Arris Group Inc), Credit Agreement (Arris Group Inc)
Participations. The Any Lender may at any time, without the consent of, or notice to, any Borrower or the BorrowerAdministrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower Company or any of the BorrowerCompany’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower Company agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the BorrowerCompany’s request and expense, to use reasonable efforts to cooperate with the Borrower Company to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the BorrowerCompany, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Sources: Credit Agreement (Cdi Corp), Credit Agreement (Cdi Corp)
Participations. The Any Lender may at any time, without the consent of, or notice to, any Borrower or the BorrowerAdministrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower Company or any of the BorrowerCompany’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and Commitment(s) and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participations. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent (and only to the extent) as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the BorrowerCompany’s request and expense, to use reasonable efforts to cooperate with the Borrower Company to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the BorrowerBorrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Sources: Credit Agreement (Clarcor Inc.), Credit Agreement (Clarcor Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expenserequest, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Sources: Credit Agreement (Church & Dwight Co Inc /De/), Credit Agreement (Church & Dwight Co Inc /De/)
Participations. The Each Lender may at any timemay, without the consent of, of the Borrower or notice to, the BorrowerAdministrative Agent, sell participations to one or more participants (other than the Borrower or any of the Borrower’s Affiliates) (each, a “Participant”) Eligible Assignees in all or a portion of the Lender’s its rights, obligations or rights and/or and obligations under this Agreement (including all or a portion of its Commitment and the Loan Loans owing to it and any Notes held by it); provided provided, however, that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and obligations, (iii) the participant shall be entitled to the benefit of right of setoff contained in Section 11.08 and the yield protection provisions contained in Sections 3.01 and 3.03 solely to the extent that the Lender from which such participant acquired its participation would be entitled to the benefits of such yield protections; provided that the Borrower shall not be required to reimburse any participant pursuant to Sections 3.01 or 3.03 in an amount which exceeds the amount that would have been payable thereunder to such Lender had such Lender not sold such participation; provided further, that no participant shall be entitled to the benefits of Section 3.01 unless it shall have complied with Section 3.01 as if it were a Lender and (iv) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the Lender sells , and such a participation shall provide that the Lender shall retain the sole right to enforce this Agreement the obligations of the Borrower relating to the Obligations owing to such Lender and to approve any amendment, modification or waiver of any provision of this AgreementAgreement (other than amendments, modifications or waivers decreasing the amount of principal of or the rate at which interest is payable on such Loans or Notes, extending any scheduled principal payment date or date fixed for the payment of interest on such Loans or Notes or extending its Commitment). The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, and 3.04 to the same extent as if it were the Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agreesparticipating interest in any Loan, at the Borrower’s request and expenseCommitment or other interest to a participant shall, to use reasonable efforts to cooperate with as agent for the Borrower to effectuate the provisions of Section 3.05 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were the Lender. The Lender that sells a participation shall, acting solely for the purpose of this purpose as an agent of the BorrowerSection 11.06, maintain a register on which it enters the name and address of each Participant participant and the principal amounts (and stated interest) of each Participantparticipant’s interest in the Loan Loans, Commitments or other obligations under the Loan Documents interest (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant participant or any information relating to a Participantparticipant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, or other obligation interest is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations and Section 1.163-5(b) of the United States Proposed Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Sources: Term Loan Agreement (Trinity Industries Inc), Term Loan Agreement (Trinity Industries Inc)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the lettered items of the first proviso to Section 10.01 that affects such Participant. The Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 with respect to any ParticipantSection. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.14 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s Participants interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-5f.103 1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Sources: Credit Agreement (Franklin Street Properties Corp /Ma/), Credit Agreement (Franklin Street Properties Corp /Ma/)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person (or holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person), a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, and the other Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in clauses (i) through (vi) of Section 11.01(a) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (subject to the requirements and limitations therein, including the requirements under Section 3.01(e) and it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Sources: Credit Agreement (Phillips Edison & Company, Inc.), Credit Agreement (Phillips Edison & Company, Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, the L/C Issuer or the Swing Line Lender, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s 's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a nonfiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s 's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Sources: Credit Agreement (Varian Medical Systems Inc), Credit Agreement (Varian Medical Systems Inc)
Participations. The Any Lender may at any time, without the consent of, or notice to, any Borrower or the BorrowerAdministrative Agent, sell participations to one or more participants any Person (other than the Borrower a natural person, a Defaulting Lender, C▇▇▇▇▇▇▇▇ or any of the Borrower’s AffiliatesC▇▇▇▇▇▇▇▇’▇ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(d) with respect to any payments made by such Lender to its Participants. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the requirements and limitations therein, including the requirements under Section 3.01(f) (it being understood that the documentation required under Section 3.01(f) shall be delivered to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation)Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 Section 3.06 (and, for the avoidance of doubt, Section 11.13) as if it were an assignee under paragraph subsection (b) of this Section Section; and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the its participating Lender from whom it acquired the applicable participation would have been entitled to receive, except . A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the extent benefits of Section 3.01 unless C▇▇▇▇▇▇▇▇ is notified of the participation sold to such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender that sells a participation and such Participant agrees, at for the Borrower’s request and expensebenefit of the Borrowers, to use reasonable efforts to cooperate comply with the Borrower to effectuate the provisions of Section 3.05 with respect to any Participant3.01(f) as though it were a Lender. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.14 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the BorrowerBorrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in “registered form under form” within the meaning of Section 5f.103-1(c) of the United States Treasury RegulationsRegulations or, if different, Section 871(h)(2) or 881(c)(2) of the Code. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Sources: Credit Agreement (Carpenter Technology Corp), Credit Agreement (Carpenter Technology Corp)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries or any Disqualified Person) (each, a “Participant”) in all or a portion of its Commitment and/or the Lender’s Loans at the time owing to it (and its rights and/or and obligations under this Agreement (including all or a portion of its Commitment and the Loan owing to itrelating thereto); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, and (iii) the Borrower Borrower, the Administrative Agent and Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.07 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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 the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 10.01(a) or Section 10.01(b) that directly and adversely affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.013.01 and 3.02 (subject to the requirements and limitations therein, and 3.04 including the requirements under Section 3.01(g) (it being understood that the documentation required under Section 3.01(g) shall be delivered to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) Section; provided that such Participant shall not be entitled to receive any greater payment under Sections 3.01 or 3.043.02, with respect to any participation, than the its participating Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.04(b) with respect to any Participant. To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 9.08 10.09 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.09 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.1035f. 103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Sources: Credit Agreement (Amryt Pharma PLC), Credit Agreement (Amryt Pharma PLC)
Participations. The (i) Any Lender may at any time, without the consent of, or notice to, the BorrowerLoan Parties or the Agent, sell participations to one or more participants any Person (other than a natural person or the Borrower Loan Parties or any of the Borrower’s AffiliatesLoan Parties’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and the Loan owing to it)Agreement; provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Loan Parties, the Agent, the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any Participant shall agree in writing to comply with all confidentiality obligations set forth in Section 10.07 as if such Participant was a Lender hereunder.
(ii) Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in clauses (i) through (iii) of the first proviso to Section 10.01 that affects such Participant. The Borrower agrees Subject to subsection (e) of this Section, the Loan Parties agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the requirements and limitations therein, including the requirements under Section 3.01(e) (it being understood that the documentation required under Section 3.01(e) shall be delivered to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation10.06(b); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender. The , provided such Participant agrees to be subject to Section 2.10 as though it were a Lender.
(iii) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit the Loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Sources: Second Lien Credit Agreement (Sequential Brands Group, Inc.), Second Lien Credit Agreement (Sequential Brands Group, Inc.)
Participations. The (i) Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrowers or the Administrative Agent, sell participations to any Person (other than a natural person (or a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of one or more participants (other than natural persons), the Borrower Company or any of the Borrower’s Affiliatesits Affiliates or any Restricted Subsidiary or a Defaulting Lender) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations or Swingline Loans) owing to it); provided that that
(iA) the such Lender’s obligations under this Agreement shall remain unchanged, ,
(iiB) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and and
(iiiC) the Borrower Borrowers, the Administrative Agent, the Lenders, the Swingline Lender and the L/C Issuers shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. .
(ii) Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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. The Borrower agrees ; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 11.01(b), (c), (d), (f) or (g) that affects such Participant.
(iii) Subject to Section 11.06(e), the Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.013.01 (subject to the requirements and limitations therein, including the requirements under Section 11.14 (it being understood that the documentation required under Section 11.14 shall be delivered to the participating Lender)), 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection Section 11.06(b).
(biv) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender. The , provided such Participant agrees to be subject to Section 2.13 as though it were a Lender.
(v) Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the BorrowerBorrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) or Proposed Section 1.163-5(b) of the United States Treasury Regulations. Regulations (or any amended or successor version).
(vi) The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.
Appears in 2 contracts
Sources: Credit Agreement (Azz Inc), Credit Agreement (Azz Inc)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person), a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the Lendersuch ▇▇▇▇▇▇’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees agrees, subject to Section 10.06(e), that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 10.06 (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 10.06; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation10.06. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.11 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations or Section 1.163-5(b) of the proposed United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Sources: Credit Agreement (Avery Dennison Corp), Credit Agreement (Avery Dennison Corp)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in clauses (a), (b), (c) or (f) of the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the same extent as if it were requirements and limitations therein, including the Lender and had acquired its interest by assignment pursuant to subsection (brequirements under Section 3.01(e) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitmentsCommitments, loansLoans, letters Letters of credit Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitmentCommitment, loan Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Sources: Credit Agreement (Engility Holdings, Inc.), Credit Agreement (Engility Holdings, Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the other Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in clauses (i) through (vii) of Section 11.01(a) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Sources: Credit Agreement (Aegion Corp), Credit Agreement (Aegion Corp)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Term Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participations. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.01 and 3.04 3.05 (subject to the same extent as if it were requirements and limitations therein, including the Lender and had acquired its interest by assignment pursuant to subsection (brequirements under Section 3.01(e) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 Section 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04Section 3.01, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Term Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Sources: Term Loan Agreement (Armstrong Flooring, Inc.), Term Loan Agreement (Armstrong Flooring, Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or a Defaulting Lender, or Discovery, the Borrower or any of Discovery’s or the Borrower’s Affiliatesrespective Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender, provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Sources: Credit Agreement (Warner Bros. Discovery, Inc.), Credit Agreement (At&t Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (subject to the requirements and limitations therein, including the requirements under Section 3.01(e)) (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to shall be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agreesshall, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant shall be subject to Section 2.11 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts of (and stated interestinterest on) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Sources: Conforming Changes Amendment (Hyster-Yale Materials Handling, Inc.), Term Loan Credit Agreement (Hyster-Yale Materials Handling, Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates's Affiliates or Subsidiaries) (each, a “"Participant”") in all or a portion of the such Lender’s 's rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender's participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s 's obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the other Lenders and the L/C Issuers shall continue to deal solely and directly with the such Lender in connection with the such Lender’s 's rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in clauses (i) through (vi) of Section 10.01(a) that affects such Participant. The Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s 's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s 's interest in the Loan Loans or other obligations under the Loan Documents (the “"Participant Register”"); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s 's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Sources: Credit Agreement (Vectren Utility Holdings Inc), Credit Agreement (Vectren Utility Holdings Inc)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Sources: Credit Agreement (Varian Medical Systems Inc), Credit Agreement (Varian Medical Systems Inc)
Participations. The Any Lender may at any time, without the consent of, or notice to, any Borrower or the BorrowerAdministrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower Company or any of the BorrowerCompany’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph subsection (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s Company's request and expense, to use reasonable efforts to cooperate with the Borrower Company to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the BorrowerBorrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s 's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Sources: Credit Agreement (Tile Shop Holdings, Inc.), Credit Agreement (Tile Shop Holdings, Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.14 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Sources: Liquidity Credit Agreement (Tanger Properties LTD Partnership /Nc/), Liquidity Credit Agreement (Tanger Properties LTD Partnership /Nc/)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than (w) a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person), (x) the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries, (y) any Defaulting Lender or any of its subsidiaries or (z) a Person who, at the time of such participation, is a Sanctioned Person if the sale of such participation would violate applicable law) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Credit Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Credit Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and each Credit Party shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Credit Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit 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 Section 10.2(b) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.013.4, 3.5 and 3.04 3.6 (subject to the requirements and limitations therein, including the requirements under Section 3.6 (it being understood that the documentation required under Section 3.6(g) shall be delivered to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection paragraph (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation)Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.7 as if it were an assignee under paragraph (b) of this Section Section; and (B) shall not be entitled to receive any greater payment under Sections 3.01 3.5 or 3.043.6, with respect to any participation, than the its participating Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (x) a Change in Law that occurs after the Participant acquired the applicable participationparticipation or (y) the sale of the participation to such Participant is made with the consent of the Borrower. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.7(b) with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.8 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.8(h) as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts of (and stated interestinterest on) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Credit Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Sources: Credit Agreement (Franchise Group, Inc.), Credit Agreement (Liberty Tax, Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.05 and 3.04 3.06 (subject to the requirements and limitations therein, including the requirements under Section 3.01(f) (it being understood that the documentation required under Section 3.01(f) shall be delivered to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation)Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.07 and 10.13 as if it were an assignee under paragraph (b) of this Section Section; and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.043.05, with respect to any participation, than the its participating Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 10.13 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.09 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (Energy Transfer LP), 364 Day Credit Agreement (Energy Transfer Partners, L.P.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or, the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(f) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to provide to the applicable Lender the forms described in Section 3.01(f) as though it were a Lender providing such forms to the Borrower and to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph subsection (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except receive unless the sale of such participation to such Participant is made with the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participationBorrower’s prior written consent. The Each Lender that sells a participation agrees, at the Borrower’s 's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s 's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Sources: Credit Agreement (On Assignment Inc), Credit Agreement (On Assignment Inc)
Participations. The Lender Any Purchaser may at any time, without the consent of, or notice to, the Borrower, sell participations to one or more participants participating interests (other than the Borrower or any each acquirer of the Borrower’s Affiliates) (eacha participating interest, a “Participantparticipant”) in its rights and obligations pursuant to this Agreement; provided, however, that the selling Purchaser shall retain all or a portion of the Lender’s rights and/or and obligations under this Agreement (including and all or a portion of its Commitment and the Loan owing parties to it); provided that (i) the Lender’s obligations under this Agreement shall remain unchanged, (ii) the Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower shall continue to deal solely and directly with the Lender in connection such selling Purchaser. Except with the Lender’s rights and obligations under this Agreement. Any agreement or instrument respect to participations by Conduit Purchasers pursuant to which the Lender sells such Section 5.3(i), each agreement between a participation Purchaser and a participant shall provide that the Lender such Purchaser shall retain the sole right to enforce this Agreement the Transaction Documents and to approve any amendment, modification or waiver of any provision of this AgreementAgreement (other than any amendment, modification or waiver of a provision described in Section 5.1(a) that affects such participant). The Borrower Seller agrees that each Participant participant shall be entitled to the benefits of the Sections 3.011.7, 1.8 and 3.04 1.10 (subject to the requirements and limitations therein, including the requirements under Section 1.10; it being understood that the documentation required under Section 1.10(f) shall be delivered to the Purchaser who sells the participation rather than to the Seller or Administrator) to the same extent as if it were the Lender a Purchaser and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation5.3(b); , provided that such Participant participant (A) agrees to be subject to the provisions of Sections 3.05 the Section 5.3(g) and 5.3(h) as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 the Section 1.7 or 3.04Section 1.10, with respect to any participation, than the Lender Purchaser from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender Each Purchaser that sells a participation agrees, at the BorrowerSeller’s request and expense, to use reasonable efforts to cooperate with the Borrower Seller to effectuate the provisions of Section 3.05 5.3(g) with respect to any Participantparticipant. To the extent permitted by Applicable Law, each Participant participant also shall be entitled to the benefits of Section 9.08 any set-off rights provided to the Purchasers under this Agreement as though it were a Purchaser, provided that such Participant agrees to be subject to the Lenderprovisions of Section 5.15 as though it were a Purchaser. The Lender Each Purchaser that sells a participation shall, acting solely for this purpose as an agent of the BorrowerSeller, maintain a register on which it enters the name and address of each Participant participant and the principal amounts (and stated interestDiscount) of each Participantparticipant’s interest in the Loan or other obligations Receivables and rights under the Loan Documents this Agreement (the “Participant Register”); provided that no Lender Purchaser shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant participant or any information relating to a Participantparticipant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Documentthis Agreement) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation interest in Receivables and under this Agreement is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the Lender such Purchaser shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrator shall have no responsibility for maintaining the Participant Register.
Appears in 2 contracts
Sources: Receivables Purchase Agreement (Celanese Corp), Receivables Purchase Agreement (Celanese Corp)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Defaulting Lender, a Disqualified Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the Lendersuch ▇▇▇▇▇▇’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.12 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Sources: Credit Agreement (Istar Inc.), Credit Agreement (Safehold Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment Commitment, the Loans and/or Pre-Funded L/C Deposits (including such Lender’s participations in Revolving L/C Obligations and the Loan Pre-Funded L/C Obligations) owing to it); provided provided, that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and each L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 11.1 (other than Section 11.1(k)) that affects such Participant. The Subject to clause (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.013.1, 3.4 and 3.04 3.5 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection clause (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 with respect to any ParticipantSection. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.8 as though it were the a Lender. The Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrowerprovided, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary Participant agrees to establish that such commitment, loan or other obligation is in registered form under be subject to Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the Lender shall treat each Person whose name is recorded in the Participant Register 2.11 as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrarythough it were a Lender.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (Reliant Energy Inc), Credit and Guaranty Agreement (Reliant Energy Inc)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in Section 10.01(a) – (f) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 3.01, 3.04 or 3.043.05, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Sources: Credit Agreement (Cole Corporate Income Trust, Inc.), Credit Agreement (Cole Credit Property Trust Iv, Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants (other than the Borrower or any of the Borrower’s Affiliates) Eligible Assignee (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided provided, that (i) the such Lender’s obligations under this Agreement shall remain unchanged, ; (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations; and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 10.01 that adversely affects such Participant. The Subject to clause (e) of this Section, the Borrower agrees agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the requirements and limitations of such Sections and Section 10.13 and the Participant’s compliance with
Section 3.01 (d)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation10.06(b); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interestrelated interest amounts) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive conclusive, absent manifest error, and the Borrower and such Lender shall treat each Person person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary; provided, that no Lender shall have the obligation to disclose all or a portion of the Participant Register (including the identity of the Participant or any information relating to a Participant’s interest in any Loans or other obligations under any Loan Document) to any Person except to the extent that (x) Borrower reasonably determines that Borrower requires access to the Participant Register or a portion thereof in order to permit Borrower to satisfy its reporting and withholding obligations under FATCA, in which case only the portion of the Participant Register Borrower requires for its satisfaction of such obligations will be disclosed to Borrower or (y) such disclosure is necessary to establish that any loans are in registered form for U.S. federal income tax purposes.
Appears in 2 contracts
Sources: Credit Agreement (Halyard Health, Inc.), Credit Agreement (Halyard Health, Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries or any Disqualified Person) (each, a “Participant”) in all or a portion of its Commitment and/or the Lender’s Loans at the time owing to it (and its rights and/or and obligations under this Agreement (including all or a portion of its Commitment and the Loan owing to itrelating thereto); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, and (iii) the Borrower Borrower, the Administrative Agent and Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.07 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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 the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 10.01(a) or Section 10.01(b) that directly and adversely affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.013.01 and 3.02 (subject to the requirements and limitations therein, and 3.04 including the requirements under Section 3.01(g) (it being understood that the documentation required under Section 3.01(g) shall be delivered to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) Section; provided that such Participant shall not be entitled to receive any greater payment under Sections 3.01 or 3.043.02, with respect to any participation, than the its participating Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.04(b) with respect to any Participant. To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 9.08 10.09 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.09 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Sources: Bridge Credit Agreement (Novelion Therapeutics Inc.), Bridge Credit Agreement (Novelion Therapeutics Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, any Borrower or the BorrowerAdministrative Agent, sell participations to one or more participants any Person (other than the a natural Person, a Defaulting Lender or a Borrower or any Affiliates or Subsidiaries of the a Borrower’s Affiliates) (each, 172 a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the requirements and limitations therein, including the requirements under Section 3.01(f)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(f) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrower Borrowers to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.15 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the BorrowerBorrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. 173
Appears in 2 contracts
Sources: Credit Agreement (Empire State Realty OP, L.P.), Credit Agreement (Empire State Realty Trust, Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent (and subject to the same limitations) as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Sources: Amendment No. 2 and Reaffirmation of Collateral Documents (Einstein Noah Restaurant Group Inc), Credit Agreement (Einstein Noah Restaurant Group Inc)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection Section 11.06(b) (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions requirements and limitations of Sections 3.05 as if it were an assignee such sections including the documentation requirements under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 with respect to any Participant3.01(e)). To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.11 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the BorrowerBorrower (and such agency being solely for tax purposes), maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interestinterest amounts) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, prima facie evidence of the matters set forth therein and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.
Appears in 2 contracts
Sources: Credit Agreement (American General Finance Corp), Credit Agreement (American General Finance Inc)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swingline Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participations. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Sources: Credit Agreement (Information Services Group Inc.), Credit Agreement (Spectrum Pharmaceuticals Inc)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of one or more participants (other than natural Persons, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall shall, subject to Section 10.06(g) regarding the rights of Voting Participants, provide that the 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, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection clause (b) of this Section 10.06 (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause (b) of this Section 10.06; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph clause (b) of this Section 10.06 and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. Neither the Administrative Agent nor any of its Related Parties shall be responsible or have any liability to any Participant, including, without limitation, any Voting Participants.
Appears in 2 contracts
Sources: Credit Agreement (Mosaic Co), Credit Agreement (Mosaic Co)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and each L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the same extent as if it were a Lender who sells the participation)and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 Sections 3.06 and 10.13 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Sources: Credit Agreement (Pall Corp), Credit Agreement (Pall Corp)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrowers or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender, a Competitor or the Borrower Company or any of the BorrowerCompany’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in Section 11.01(a) that affects such Participant. The Borrower agrees Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04, 3.05, 3.07(c) and 3.04 3.07(i) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required of such Participant under Section 3.01(dSections 3.01(e) and 3.07 shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.14 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 3.01, 3.04, 3.07(c) or 3.043.07(i), with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the BorrowerCompany’s request and expense, to use reasonable efforts to cooperate with the Borrower Company to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the BorrowerBorrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. All parties hereto acknowledge and agree that the Administrative Agent shall have no obligation or duty to monitor or track whether any Competitor shall have become a Participant hereunder.
Appears in 2 contracts
Sources: Credit Agreement (FTD Companies, Inc.), Credit Agreement (United Online Inc)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerParent or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person or a holding company, investment vehicle or trust for, or owned and operated for the Borrower primary benefit of, a natural Person or the Parent or any of the BorrowerParent’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, and (iii) the Borrower Borrowers, the Administrative Agent and Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.8 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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 which would require consent of all of the affected Lenders pursuant to the terms of Section 8.2 or of any other Loan Document that affects such Participant. The Borrower agrees Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.013.1, 3.2, 3.4 and 3.04 3.5 (subject to the requirements and limitations therein, including the requirements under Section 3.5(d) (it being understood that the documentation required under Section 3.5(d) shall be delivered to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation)12.2; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 2.20 and 3.6 as if it were an assignee under paragraph (b) of this Section 12.2; and (B) shall not be entitled to receive any greater payment under Sections 3.01 3.1, 3.2 or 3.043.5, with respect to any participation, than the its participating Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the BorrowerParent’s request and expense, to use reasonable efforts to cooperate with the Borrower Parent to effectuate the provisions of Section 3.05 2.20 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.1 as though it were the a Lender; provided that such Participant agrees to be subject to Section 11.2 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the BorrowerBorrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest demonstrable error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Sources: Credit Agreement (Aon PLC), Credit Agreement (Aon PLC)
Participations. The (i) Any Lender may at any timemay, without the consent of, or notice toof either Borrower, the BorrowerAgent, any Issuing Bank or the Swingline Lender, sell participations to one or more participants Eligible Assignees (other than the Borrower or any of the Borrower’s Affiliates) (each, a “ParticipantParticipants”) in all or a portion of the such Lender’s rights and/or and obligations under this Agreement (including all or a portion of its Commitment and the Loan Loans owing to it); provided that (iA) the such Lender’s obligations under this Agreement shall remain unchanged, (iiB) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iiiC) the Borrower Borrowers, the Agent, the Issuing Banks, the Swingline Lender and the other Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve approve, without the consent of any Participant, 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 8.2 that affects such Participant or requires the approval of all of the Lenders. The Subject to paragraph (c)(ii) of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, and 3.04 Article III to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 with respect to any ParticipantSection. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.1 as though it were a Lender; provided such Participant agrees to be subject to Section 11.2 as though it were a Lender.
(ii) A Participant shall not be entitled to receive any greater payment under Section 3.1, 3.2 or 3.5 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrowers’ prior written consent. A Participant that would be a Non-U.S. Lender if it were a Lender shall not be entitled to the benefits of Section 3.5 unless each Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 3.5 as though it were a Lender. The .
(iii) Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the BorrowerBorrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the any Loan Documents Document (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitmentsCommitments, loansLoans, letters Letters of credit Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitmentCommitment, loan Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement any Loan Document notwithstanding any notice to the contrary. For the avoidance of doubt, the Agent shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Sources: Credit Agreement (Ameren Energy Generating Co), Credit Agreement (Ameren Energy Generating Co)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swingline Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(b) without regard to the existence of any participations. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the same extent as if it were requirements and limitations therein, including the Lender and had acquired its interest by assignment pursuant to subsection (brequirements under Section 3.01(e) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 11.06; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section 11.06 and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Sources: Credit Agreement (Trecora Resources), Credit Agreement (Trecora Resources)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person (or holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person), a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, and the other Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the 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, waiver or other modification described in clauses (i) through (vii) of Section 11.01(a) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (subject to the requirements and limitations therein, including the requirements under Section 3.01(e) and it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Sources: Credit Agreement (Phillips Edison & Company, Inc.), Credit Agreement (Phillips Edison & Company, Inc.)