Common use of Conveyance of Participant’s Interest Clause in Contracts

Conveyance of Participant’s Interest. (a) The Servicer hereby sells, assigns, transfers and conveys to each of the Participants, without recourse or warranty, and each Participant hereby purchases from the Servicer, an undivided percentage ownership interest (which percentage shall be equal to each Participant’s Pro Rata Share) in (i) the Facility Commitment, (ii) the Loan Commitments, including, without limitation, the Existing Loan Commitments, (iii) the Loans, including, without limitation, the Existing Loans, (iv) the Collateral, (v) all rights against any guarantor of any Loan, including the Sponsor, (vi) the Loan Documents, (vii) all rights pursuant to the Guaranty Agreement and (viii) all right, title and interest to any payment or right to receive payment with respect to the foregoing (collectively, the “Participant’s Interest”). Notwithstanding the foregoing, each Participant’s right to receive payments of interest, commitments fees or other fees with respect to the Facility Commitment, the Loan Commitments and the Loans shall not exceed the amounts which such Participant is entitled to receive pursuant to the terms of this Agreement. (b) In consideration of the entry by each Participant into this Agreement and the obligation of each Participant hereunder, the Servicer shall issue to each Participant on the Effective Date, a Participation Certificate. Each Participation Certificate shall be in an amount equal to the relevant Participant’s Participating Commitment Amount, and the Funded Participation outstanding thereunder shall bear interest as hereinafter set forth and shall be payable as hereinafter set forth. (c) In accordance with the terms and conditions hereof, and in consideration of the sale of the Participant’s Interest to such Participant, each Participant severally agrees from time to time, during the period commencing on the Effective Date and ending on the Final Termination Date, to fund in US Dollars its Participant’s Interest in outstanding US Loans made by the Servicer to the US Borrowers in accordance with the terms hereof and to fund in Canadian Dollars its Participant’s Interest in outstanding Canadian Loans made by the Servicer to the Canadian Borrowers in accordance with the terms hereof, so long as (x) the US Dollar Equivalent of its Funded Participation does not exceed its Participating Commitment and (y) its Funded Participation with respect to Canadian Loans does not exceed its Pro Rata Share of the Canadian Subfacility Amount.

Conveyance of Participant’s Interest. (a) The Servicer hereby sells, assigns, transfers and conveys to each of the Participants, without recourse or warranty, and each Participant hereby purchases from the Servicer, an undivided percentage ownership interest (which percentage shall be equal to each Participant’s 's Pro Rata Share) in (i) the Facility Commitment, (ii) the Loan Commitments, including, without limitation, the Existing Loan Commitments, (iii) the Loans, including, without limitation, the Existing LoansLoans and Letter of Credit Obligations, (iv) the Collateral, (v) all rights against any guarantor of any Loan, including the Sponsor, and (vi) the Loan Documents, (vii) all rights pursuant to the Guaranty Agreement and (viii) all right, title and interest to any payment or right to receive payment with respect to the foregoing (collectively, the “"Participant’s 's Interest”"). Notwithstanding the foregoing, each Participant’s 's right to receive payments of interest, commitments fees, letter of credit fees or other fees with respect to the Facility Commitment, the Loan Commitments Commitments, the Loans and the Loans Letter of Credit Obligations shall not exceed the amounts which such Participant is entitled to receive pursuant to the terms of this Agreement. (b) In consideration of the entry by each Participant into this Agreement and the obligation of each Participant hereunder, the Servicer shall issue to each Participant on the Effective Closing Date, a Participation Certificate. Each Participation Certificate shall be in an the amount equal to of the relevant Participant’s 's Participating Commitment AmountCommitment, and the Funded Participation Participant's Interest outstanding thereunder shall bear interest as hereinafter set forth and shall be payable as hereinafter set forth. (c) In accordance with the terms and conditions hereof, and in consideration of the sale of the Participant’s 's Interest to such Participant, each Participant severally agrees from time to time, during the period commencing on the Effective Closing Date and ending on the Final Termination Date, to fund in US Dollars its Participant’s Interest in outstanding US Loans made by the Servicer to the US Borrowers in accordance with the terms hereof and to fund in Canadian Dollars its Participant’s Interest in outstanding Canadian Loans made by the Servicer to the Canadian Borrowers in accordance with the terms hereof, so long as (x) the US Dollar Equivalent of its Funded Participation does not exceed its Participating Commitment and (y) its Funded Participation with respect to Canadian Loans does not exceed its Pro Rata Share of outstanding Loans (including Advances made by the Canadian Subfacility AmountServicer in connection with unreimbursed drawing upon outstanding Letters of Credit) made by the Servicer in an aggregate amount at any one outstanding not to exceed such Participant's Participating Commitment (subject to each Participant's obligations pursuant to Section 2.3(d) hereof).

Conveyance of Participant’s Interest. (a) The Servicer hereby sells, assigns, transfers and conveys to each of the Participants, without recourse or warranty, and each Participant hereby purchases from the Servicer, an undivided percentage ownership interest (which percentage shall be equal to each Participant’s Pro Rata Share) in (i) the Facility Commitment, (ii) the Loan Commitments, including, without limitation, the Existing Loan Commitments, (iii) the Loans, including, without limitation, the Existing LoansLoans and Letter of Credit Obligations, (iv) the Collateral, (v) all rights against any guarantor of any Loan, including the Sponsor, and (vi) the Loan Documents, (vii) all rights pursuant to the Guaranty Agreement and (viii) all right, title and interest to any payment or right to receive payment with respect to the foregoing (collectively, the “Participant’s Interest”). Notwithstanding the foregoing, each Participant’s right to receive payments of interest, commitments fees, letter of credit fees or other fees with respect to the Facility Commitment, the Loan Commitments Commitments, the Loans and the Loans Letter of Credit Obligations shall not exceed the amounts which such Participant is entitled to receive pursuant to the terms of this Agreement. (b) In consideration of the entry by each Participant into this Agreement and the obligation of each Participant hereunder, the Servicer shall issue to each Participant on the Effective Closing Date, a Participation Certificate. Each Participation Certificate shall be in an the amount equal to of the relevant Participant’s Participating Commitment AmountCommitment, and the Funded Participation Participant’s Interest outstanding thereunder shall bear interest as hereinafter set forth and shall be payable as hereinafter set forth. (c) In accordance with the terms and conditions hereof, and in consideration of the sale of the Participant’s Interest to such Participant, each Participant severally agrees from time to time, during the period commencing on the Effective Closing Date and ending on the Final Termination Date, to fund in US Dollars its Participant’s Interest in outstanding US Loans made by the Servicer to the US Borrowers in accordance with the terms hereof and to fund in Canadian Dollars its Participant’s Interest in outstanding Canadian Loans made by the Servicer to the Canadian Borrowers in accordance with the terms hereof, so long as (x) the US Dollar Equivalent of its Funded Participation does not exceed its Participating Commitment and (y) its Funded Participation with respect to Canadian Loans does not exceed its Pro Rata Share of outstanding Loans (including Advances made by the Canadian Subfacility AmountServicer in connection with unreimbursed drawing upon outstanding Letters of Credit) made by the Servicer in an aggregate amount at any one outstanding not to exceed such Participant’s Participating Commitment (subject to each Participant’s obligations pursuant to Section 2.3(d) hereof).

Conveyance of Participant’s Interest. (a) The Servicer Lead Lender hereby sells, assignsconveys, transfers and conveys assigns to each of the Participants, without recourse or warranty, Participant and each Participant hereby purchases from the ServicerLead Lender, an undivided percentage ownership Forty-Nine per cent (49%) interest in the Loan (which percentage shall be equal to each Participant’s “Pro Rata Share) in (i) the Facility Commitment, (ii) the Loan Commitments, including, without limitation, the Existing Loan Commitments, (iii) the Loans, including, without limitation, the Existing Loans, (iv) the Collateral, (v) all rights against any guarantor of any Loan, including the Sponsor, (vi) the Loan Documents, (vii) all rights pursuant to the Guaranty Agreement and (viii) all right, title and interest to any payment or right to receive payment with respect to the foregoing (collectively, the “Participant’s Interest”). Notwithstanding the foregoing, each Participant’s right to receive payments of interest, commitments fees or other fees with respect to the Facility Commitment, the Loan Commitments and the Loans shall not exceed the amounts which such Participant is entitled to receive pursuant to the terms of this Agreement. (b) In consideration The participation interests of Lead Lender and Participant shall be ratably concurrent, and neither participation interest shall have priority or preference over the other with respect to the Loan or security therefore, except as may be herein specifically provided. Except as specifically set forth in this Agreement, the grant and assignment of the entry Participant Participation Interest hereunder is made by each Lead Lender without representation or recourse. Participant into shall not have the right to assign any of its rights under this Agreement and or to sell additional participations in the obligation Loan without the prior written consent of each Participant hereunderthe Lead Lender, the Servicer which shall issue to each Participant on the Effective Datenot be unreasonably withheld, a Participation Certificate. Each Participation Certificate shall be in an amount equal to the relevant Participant’s Participating Commitment Amount, and the Funded Participation outstanding thereunder shall bear interest as hereinafter set forth and shall be payable as hereinafter set forthconditioned or delayed. (c) In accordance with Lead Lender, in its sole discretion, may sell additional participation interests in the Loan and it may do so by a separate participation agreement on terms and conditions hereofother than those contained herein, provided, however, that Lead Lender shall retain the duties of lead lender as described in this Agreement, and in consideration that such sale shall not release Lead Lender from its obligations hereunder with respect to such additional participation if the purchaser thereof shall fail to perform such obligations, nor shall such sale dilute Participant’s Pro Rata Share of such Loan. (d) Lead Lender and Participant hereby agree that the sale of the Participant’s Interest participation interests to such Participant, each Participant severally agrees from time to time, during the period commencing on the Effective Date and ending on the Final Termination Date, to fund in US Dollars its Participant’s Interest in outstanding US Loans made by the Servicer to the US Borrowers in accordance with the terms hereof and to fund in Canadian Dollars its Participant’s Interest in outstanding Canadian Loans made by the Servicer to the Canadian Borrowers in accordance with the terms hereof, so long as (x) the US Dollar Equivalent of its Funded Participation hereunder does not exceed its Participating Commitment and (y) its Funded Participation with respect to Canadian Loans does not exceed its Pro Rata Share constitute the sale of an “investment security” for purposes of the Canadian Subfacility AmountSecurities Act of 1933, as amended, and the Securities and Exchange Act of 1934, as amended.

Conveyance of Participant’s Interest. (a) The Servicer hereby sells, assigns, transfers and conveys to each of the Participants, without recourse or warranty, and each Participant hereby purchases from the Servicer, an undivided percentage ownership interest (which percentage shall be equal to each Participant’s 's Pro Rata Share) in (i) the Facility CommitmentCommitments, (ii) the Loan Commitments, including, without limitation, the Existing Loan Commitments, (iii) the Loans, including, without limitation, the Existing Loans, (iv) the Collateral, (v) all rights against any guarantor of any Loan, including the Sponsor, (vi) the Loan Documents, (vii) all rights pursuant to the Guaranty Agreement and (viii) all right, title and interest to any payment or right to receive payment with respect to the foregoing (collectively, the “Participant’s Interest”"PARTICIPANT'S INTEREST"). Notwithstanding the foregoing, each Participant’s 's right to receive payments of interest, commitments fees or other fees with respect to the Facility Commitment, the Loan Commitments and the Loans shall not exceed the amounts which such Participant is entitled to receive pursuant to the terms of this Agreement. (b) In consideration of the entry by each Participant into this Agreement and the obligation of each Participant hereunder, the Servicer shall issue to each Participant on the Effective Closing Date, a Participation Certificate. Each Participation Certificate shall be in an amount equal to the relevant Participant’s 's Participating Commitment Amount, and the Funded Participation Participant's Interest outstanding thereunder shall bear interest as hereinafter set forth and shall be payable as hereinafter set forth. (c) In accordance with the terms and conditions hereof, and in consideration of the sale of the Participant’s 's Interest to such Participant, each Participant severally agrees from time to time, during the period commencing on the Effective Date and ending on the Final Termination Date, to fund in US Dollars its Participant’s Interest in Pro Rata Share of outstanding US Loans made by the Servicer to the US Borrowers in accordance with the terms hereof and in an aggregate amount at any one outstanding not to fund in Canadian Dollars its exceed such Participant’s Interest in outstanding Canadian Loans made by the Servicer to the Canadian Borrowers in accordance with the terms hereof, so long as (x) the US Dollar Equivalent of its Funded Participation does not exceed its 's Participating Commitment and Amount (y) its Funded Participation with respect subject to Canadian Loans does not exceed its Pro Rata Share of the Canadian Subfacility Amounteach Participant's obligations pursuant to Section 2.3(d)).

Conveyance of Participant’s Interest. (a) The Servicer hereby sells, assigns, transfers and conveys to each of the Participants, without recourse or warranty, and each Participant hereby purchases from the Servicer, an undivided percentage ownership interest (which percentage shall be equal to each Participant’s Pro Rata Share) in (i) the Facility CommitmentCommitments, (ii) the Loan Commitments, including, without limitation, the Existing Loan Commitments, (iii) the Loans, including, without limitation, the Existing Loans, (iv) the Collateral, (v) all rights against any guarantor of any Loan, including the Sponsor, (vi) the Loan Documents, (vii) all rights pursuant to the Guaranty Agreement and (viii) all right, title and interest to any payment or right to receive payment with respect to the foregoing (collectively, the “Participant’s Interest”). Notwithstanding the foregoing, each Participant’s right to receive payments of interest, commitments fees or other fees with respect to the Facility Commitment, the Loan Commitments and the Loans shall not exceed the amounts which such Participant is entitled to receive pursuant to the terms of this Agreement. (b) In consideration of the entry by each Participant into this Agreement and the obligation of each Participant hereunder, the Servicer shall issue to each Participant on the Effective Closing Date, a Participation Certificate. Each Participation Certificate shall be in an amount equal to the relevant Participant’s Participating Commitment Amount, and the Funded Participation Participant’s Interest outstanding thereunder shall bear interest as hereinafter set forth and shall be payable as hereinafter set forth. (c) In accordance with the terms and conditions hereof, and in consideration of the sale of the Participant’s Interest to such Participant, each Participant severally agrees from time to time, during the period commencing on the Effective Date and ending on the Final Termination Date, to fund in US Dollars its Participant’s Interest in Pro Rata Share of outstanding US Loans made by the Servicer to the US Borrowers in accordance with the terms hereof and in an aggregate amount at any one outstanding not to fund in Canadian Dollars its exceed such Participant’s Interest in outstanding Canadian Loans made by the Servicer to the Canadian Borrowers in accordance with the terms hereof, so long as (x) the US Dollar Equivalent of its Funded Participation does not exceed its Participating Commitment and Amount (y) its Funded Participation with respect subject to Canadian Loans does not exceed its Pro Rata Share of the Canadian Subfacility Amounteach Participant’s obligations pursuant to Section 2.3(d)).

Conveyance of Participant’s Interest. (a) The Servicer hereby sells, assigns, transfers and conveys to each of the Participants, without recourse or warranty, and each Participant hereby purchases from the Servicer, an undivided percentage ownership interest (which percentage shall be equal to each Participant’s Pro Rata Share) in (i) the Facility Commitment, (ii) the Loan Commitments, including, without limitation, the Existing Loan Commitments, (iii) the Loans, including, without limitation, the Existing Loans, (iv) the Collateral, (v) all rights against any guarantor of any Loan, including the Sponsor, (vi) the Loan Documents, (vii) all rights pursuant to the Guaranty Agreement and (viii) all right, title and interest to any payment or right to receive payment with respect to the foregoing (collectively, the “Participant’s Interest”). Notwithstanding the foregoing, each Participant’s right to receive payments of interest, commitments fees or other fees with respect to the Facility Commitment, the Loan Commitments and the Loans shall not exceed the amounts which such Participant is entitled to receive pursuant to the terms of this Agreement. (b) . In consideration of the entry by each Participant into this Agreement and the obligation of each Participant hereunder, the Servicer shall issue to each Participant on the Effective Date, a Participation Certificate. Each Participation Certificate shall be in an amount equal to the relevant Participant’s Participating Commitment Amount, and the Funded Participation outstanding thereunder shall bear interest as hereinafter set forth and shall be payable as hereinafter set forth. (c) . In accordance with the terms and conditions hereof, and in consideration of the sale of the Participant’s Interest to such Participant, each Participant severally agrees from time to time, during the period commencing on the Effective Date and ending on the Final Termination Date, to fund in US Dollars its Participant’s Interest in outstanding US Loans made by the Servicer to the US Borrowers in accordance with the terms hereof and to fund in Canadian Dollars its Participant’s Interest in outstanding Canadian Loans made by the Servicer to the Canadian Borrowers in accordance with the terms hereof, so long as (x) the US Dollar Equivalent of its Funded Participation does not exceed its Participating Commitment and (y) its Funded Participation with respect to Canadian Loans does not exceed its Pro Rata Share of the Canadian Subfacility Amount.

Conveyance of Participant’s Interest. (a1) The Servicer hereby sells, assigns, transfers and conveys to each of the Participants, without recourse or warranty, and each Participant hereby purchases from the Servicer, an undivided percentage ownership interest (which percentage shall be equal to each Participant’s 's Pro Rata Share) in (i) the Facility CommitmentCommitments, (ii) the Loan Commitments, including, without limitation, the Existing Loan Commitments, (iii) the Loans, including, without limitation, the Existing Loans, (iv) the Collateral, (v) all rights against any guarantor of any Loan, including the Sponsor, (vi) the Loan Documents, ; (vii) all rights pursuant to the Guaranty Agreement and (viii) all right, title and interest to any payment or right to receive payment with respect to the foregoing (collectively, the “"Participant’s 's Interest”"). Notwithstanding the foregoing, each Participant’s 's right to receive payments of interest, commitments fees or other fees with respect to the Facility Commitment, the Loan Commitments and the Loans shall not exceed the amounts which such Participant is entitled to receive pursuant to the terms of this Agreement. (b2) In consideration of the entry by each Participant into this Agreement and the obligation of each Participant hereunder, the Servicer shall issue to each Participant on the Effective Closing Date, a Participation Certificate. Each Participation Certificate shall be in an the amount equal to of the relevant Participant’s 's Participating Commitment AmountCommitment, and the Funded Participation Participant's Interest outstanding thereunder shall bear interest as hereinafter set forth and shall be payable as hereinafter set forth. (c3) In accordance with the terms and conditions hereof, and in consideration of the sale of the Participant’s 's Interest to such Participant, each Participant severally agrees from time to time, during the period commencing on the Effective Date and ending on the Final Termination Date, to fund in US Dollars its Participant’s Interest in Pro Rata Share of outstanding US Loans made by the Servicer to the US Borrowers in accordance with the terms hereof and an aggregate amount at any one outstanding not to fund in Canadian Dollars its exceed such Participant’s Interest in outstanding Canadian Loans made by the Servicer to the Canadian Borrowers in accordance with the terms hereof, so long as (x) the US Dollar Equivalent of its Funded Participation does not exceed its 's Participating Commitment and (ysubject to each Participant's obligations pursuant to Section 2.3(d) its Funded Participation with respect to Canadian Loans does not exceed its Pro Rata Share of the Canadian Subfacility Amounthereof).

Conveyance of Participant’s Interest. (a) The Servicer hereby sells, assigns, transfers and conveys to each of the Participants, without recourse or warranty, and each Participant hereby purchases from the Servicer, an undivided percentage ownership interest (which percentage shall be equal to each Participant’s Pro Rata Share) in (i) the Facility CommitmentCommitments, (ii) the Loan Commitments, including, without limitation, the Existing Loan Commitments, (iii) the Loans, including, without limitation, the Existing Loans, (iv) the Collateral, (v) all rights against any guarantor of any Loan, including the Sponsor, (vi) the Loan Documents, (vii) all rights pursuant to the Guaranty Agreement and (viii) all right, title and interest to any payment or right to receive payment with respect to the foregoing (collectively, the “Participant’s Interest”). Notwithstanding the foregoing, each Participant’s right to receive payments of interest, commitments fees or other fees with respect to the Facility Commitment, the Loan Commitments and the Loans shall not exceed the amounts which such Participant is entitled to receive pursuant to the terms of this Agreement. (b) . In consideration of the entry by each Participant into this Agreement and the obligation of each Participant hereunder, the Servicer shall issue to each Participant on the Effective Closing Date, a Participation Certificate. Each Participation Certificate shall be in an amount equal to the relevant Participant’s Participating Commitment Amount, and the Funded Participation Participant’s Interest outstanding thereunder shall bear interest as hereinafter set forth and shall be payable as hereinafter set forth. (c) . In accordance with the terms and conditions hereof, and in consideration of the sale of the Participant’s Interest to such Participant, each Participant severally agrees from time to time, during the period commencing on the Effective Date and ending on the Final Termination Date, to fund in US Dollars its Participant’s Interest in Pro Rata Share of outstanding US Loans made by the Servicer to the US Borrowers in accordance with the terms hereof and in an aggregate amount at any one outstanding not to fund in Canadian Dollars its exceed such Participant’s Interest in outstanding Canadian Loans made by the Servicer to the Canadian Borrowers in accordance with the terms hereof, so long as (x) the US Dollar Equivalent of its Funded Participation does not exceed its Participating Commitment and Amount (y) its Funded Participation with respect subject to Canadian Loans does not exceed its Pro Rata Share of the Canadian Subfacility Amounteach Participant’s obligations pursuant to Section 2.3(d)).

Conveyance of Participant’s Interest. (a) The Servicer hereby sells, assigns, transfers and conveys to each of the Participants, without recourse or warranty, and each Participant hereby purchases from the Servicer, an undivided percentage ownership interest (which percentage shall be equal to each Participant’s 's Pro Rata Share) in (i) the Facility Commitment, (ii) the Loan Commitments, including, without limitation, the Existing Loan Commitments, (iii) the Loans, including, without limitation, the Existing Loans, (iv) the Collateral, (v) all rights against any guarantor of any Loan, including the Sponsor, and (vi) the Loan Documents, (vii) all rights pursuant to the Guaranty Agreement and (viii) all right, title and interest to any payment or right to receive payment with respect to the foregoing (collectively, the “"Participant’s 's Interest”"). Notwithstanding the foregoing, each Participant’s 's right to receive payments of interest, commitments fees or other fees with respect to the Facility Commitment, the Loan Commitments and the Loans shall not exceed the amounts which such Participant is entitled to receive pursuant to the terms of this Agreement. (b) In consideration of the entry by each Participant into this Agreement and the obligation of each Participant hereunder, the Servicer shall issue to each Participant on the Effective Closing Date, a Participation Certificate. Each Participation Certificate shall be in an the amount equal to of the relevant Participant’s 's Participating Commitment AmountCommitment, and the Funded Participation Participant's Interest outstanding thereunder shall bear interest as hereinafter set forth and shall be payable as hereinafter set forth. (c) In accordance with the terms and conditions hereof, and in consideration of the sale of the Participant’s 's Interest to such Participant, each Participant severally agrees from time to time, during the period commencing on the Effective Closing Date and ending on the Final Termination Date, to fund in US Dollars its Participant’s Interest in Pro Rata Share of outstanding US Loans made by the Servicer in an aggregate amount at any one outstanding not to the US Borrowers in accordance with the terms hereof and to fund in Canadian Dollars its exceed such Participant’s Interest in outstanding Canadian Loans made by the Servicer to the Canadian Borrowers in accordance with the terms hereof, so long as (x) the US Dollar Equivalent of its Funded Participation does not exceed its 's Participating Commitment and (ysubject to each Participant's obligations pursuant to Section 2.3(d) its Funded Participation with respect to Canadian Loans does not exceed its Pro Rata Share of the Canadian Subfacility Amounthereof).