Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 or 2.15 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 Borrower’s prior written consent or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participant.
Appears in 18 contracts
Samples: Credit Agreement (Cvent Holding Corp.), Second Lien Credit Agreement (Allvue Systems Holdings, Inc.), First Lien Credit Agreement (Allvue Systems Holdings, Inc.)
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 or and 2.15 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 Borrower’s prior written consent or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participantconsent.
Appears in 15 contracts
Samples: Credit Agreement (AP Gaming Holdco, Inc.), Credit Agreement (Jacobs Entertainment Inc), Credit Agreement (Jacobs Entertainment Inc)
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections Section 2.12, 2.13 or 2.15 Section 2.13, Section 2.15, Section 2.16 and Section 7.10 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 BorrowerDesignated Company’s prior written consent or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participantconsent.
Appears in 11 contracts
Samples: Credit Agreement (Novelis Inc.), Credit Agreement (Novelis Inc.), Short Term Credit Agreement (Novelis Inc.)
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 or and 2.15 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 Borrower’s 's prior written consent or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participantconsent.
Appears in 8 contracts
Samples: Second Lien Credit Agreement (Regency Energy Partners LP), Credit Agreement (Regency Energy Partners LP), Credit Agreement (Regency Energy Partners LP)
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 3.01 or 2.15 3.04 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 applicable Borrower’s prior written consent (not to be unreasonably withheld or except to the extent delayed) or the right to receive a greater payment results from a Change in Law after the Participant participant becomes a Participant.
Appears in 6 contracts
Samples: Credit Agreement (Jazz Pharmaceuticals PLC), Credit Agreement (Jazz Pharmaceuticals PLC), Credit Agreement (Jazz Pharmaceuticals PLC)
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 or and 2.15 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 Borrower’s Borrowers’ prior written consent or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participantconsent.
Appears in 5 contracts
Samples: Credit Agreement (SGS International, Inc.), Term Loan Credit Agreement (Lenox Group Inc), Credit Agreement (Southern Graphic Systems, Inc.)
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.122.11, 2.13 or 2.15 2.12 and 2.14 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 Borrower’s prior written consent or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participantconsent.
Appears in 5 contracts
Samples: Revolving Credit Agreement (Bankrate, Inc.), Revolving Credit Agreement (Bankrate, Inc.), Revolving Credit Agreement (Bankrate, Inc.)
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 or and 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant except to the extent that the entitlement to any greater payment results from any change in Requirements of Law after the participant becomes a Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participantconsent.
Appears in 4 contracts
Samples: Credit Agreement (Mattress Firm Holding Corp.), Credit Agreement (Mattress Firm Holding Corp.), Credit Agreement (Mattress Firm Holding Corp.)
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections Section 2.12, 2.13 or 2.15 Section 2.13, Section 2.15, Section 2.16 and Section 7.10 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 Borrower’s prior written consent or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participantconsent.
Appears in 4 contracts
Samples: Credit Agreement (Novelis Inc.), Credit Agreement (Novelis Inc.), Credit Agreement (Novelis Inc.)
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.122.15, 2.13 or 2.15 2.16 and 2.17 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 Borrower’s prior written consent or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participantconsent.
Appears in 4 contracts
Samples: Credit Agreement (Rural/Metro Corp /De/), Credit Agreement (Rural/Metro Corp /De/), Credit Agreement (Rural Metro Corp /De/)
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 or and 2.15 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 Borrower’s prior written consent or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participant.
Appears in 4 contracts
Samples: Assignment and Assumption (Philadelphia Energy Solutions Inc.), Assignment and Assumption (Philadelphia Energy Solutions Inc.), Senior Secured Credit Agreement (Lifetime Brands, Inc)
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections Section 2.12, Section 2.13 or and Section 2.15 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 Borrower’s Borrowers’ prior written consent or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participantconsent.
Appears in 3 contracts
Samples: Credit Agreement (Linens N Things Inc), Credit Agreement (Linens N Things Inc), Option Credit Agreement (Linens N Things Inc)
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.122.11, 2.13 or 2.15 2.12 and 2.14 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 Borrower’s prior written consent (not to be unreasonably withheld or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participantdelayed).
Appears in 3 contracts
Samples: Credit Agreement (Ivanhoe Energy Inc), Credit Agreement (Nabors Industries LTD), Credit Agreement (Nabors Industries LTD)
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 Section 3.01 or 2.15 3.04 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 Borrower’s prior written consent or except to the extent the right to receive a greater payment results from a Change in Law after the Participant participant becomes a Participant.
Appears in 3 contracts
Samples: Credit Agreement (Teladoc, Inc.), Credit Agreement (Sucampo Pharmaceuticals, Inc.), Credit Agreement (Amag Pharmaceuticals Inc.)
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 3.01 or 2.15 3.04 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 BorrowerMKS’s prior written consent or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participantconsent.
Appears in 3 contracts
Samples: Abl Credit Agreement (MKS Instruments Inc), Assignment and Assumption (MKS Instruments Inc), Security Agreement (MKS Instruments Inc)
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 or and 2.15 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 Borrower’s prior written consent (not to be unreasonably withheld or delayed), or except to the extent the right such entitlement to a greater payment results from a Change change in any Requirement of Law after the Participant becomes became a Participant.
Appears in 3 contracts
Samples: Second Lien Credit Agreement (CPI International Holding Corp.), Credit Agreement (CPI International Holding Corp.), Credit Agreement (CPI International, Inc.)
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.122.10, 2.11 and 2.13 or 2.15 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 Borrower’s 's prior written consent (not to be unreasonably withheld or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participantdelayed).
Appears in 3 contracts
Samples: Credit Agreement (Northstar Realty Finance Corp.), Credit Agreement (Northstar Realty Finance Corp.), Credit Agreement (Northstar Realty Finance Corp.)
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.122.11, 2.13 or 2.15 2.12 and 2.14 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 Borrower’s Borrowers’ prior written consent or except consent. A Participant shall not be entitled to the extent benefits of Section 2.14 unless Borrowers are notified of the right participation sold to greater payment results from such Participant and such Participant agrees, for the benefit of Borrowers, to comply with Section 2.14(e) as though it were a Change in Law after the Participant becomes a ParticipantLender.
Appears in 3 contracts
Samples: Credit Agreement (Magnachip Semiconductor LLC), Credit Agreement (Magnachip Semiconductor LLC), Credit Agreement (MagnaChip Semiconductor LTD (United Kingdom))
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 3.01 or 2.15 3.04 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 Borrower’s prior written consent or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participantconsent.
Appears in 3 contracts
Samples: Term Loan Credit Agreement (MKS Instruments Inc), Term Loan Credit Agreement (MKS Instruments Inc), Security Agreement (MKS Instruments Inc)
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections Section 2.12, 2.13 or 2.15 Section 2.13, Section 2.15, Section 2.16 and Section 7.10 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 Administrative Borrower’s prior written consent or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participantconsent.
Appears in 2 contracts
Samples: Security Agreement (Novelis South America Holdings LLC), Credit Agreement (Novelis Inc.)
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 or 2.15 301(q) and/or (t) 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 Borrower’s prior written consent or except consent. A Participant shall not be entitled to the extent benefits of Section 301(q) unless the right Borrower is notified of the participation sold to greater payment results from such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 301(q)(6) as though it were a Change in Law after the Participant becomes a Participant.Lender. (c)
Appears in 2 contracts
Samples: Loan and Security Agreement (Triton International LTD), Loan and Security Agreement (Triton International LTD)
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 or and 2.15 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 Administrative Borrower’s prior written consent (not to be unreasonably withheld or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participantdelayed).
Appears in 2 contracts
Samples: Revolving Syndicated Facility Agreement (Tronox LTD), Revolving Syndicated Facility Agreement (Tronox LTD)
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 or and 2.15 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 Borrower’s Borrowers’ prior written consent consent, not to be unreasonably withheld or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participantdelayed.
Appears in 2 contracts
Samples: Credit Agreement (Rovi Corp), Credit Agreement (Rovi Corp)
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections Section 2.06(j), Section 2.12, 2.13 or 2.15 Section 2.13, Section 2.15, Section 2.16, Section 2.21, and Section 7.10 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 Administrative Borrower’s prior written consent or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participantconsent.
Appears in 2 contracts
Samples: Credit Agreement (Novelis Inc.), Security Agreement (Novelis South America Holdings LLC)
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.11 and 2.13 or 2.15 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 Borrower’s prior written consent consent, not to be unreasonably withheld or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participantdelayed.
Appears in 2 contracts
Samples: First Lien Credit Agreement (Global Geophysical Services Inc), Second Lien Credit Agreement (Global Geophysical Services Inc)
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 or 2.15 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 Borrower’s Borrowers’ prior written consent or and except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participant.
Appears in 2 contracts
Samples: Second Lien Credit Agreement (Solera Corp.), Second Lien Credit Agreement (Solera Corp.)
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 or and 2.15 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 selling Borrower’s prior written consent or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participantconsent.
Appears in 2 contracts
Samples: Facility Agreement, Facility Agreement (Equinix Inc)
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 3.01 or 2.15 3.04 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 Participation is made with the Borrower’s prior written consent or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participantconsent.
Appears in 2 contracts
Samples: Credit Agreement (Albany Molecular Research Inc), Credit Agreement (Albany Molecular Research Inc)
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 2.13, 2.14 or 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant except to the extent that the entitlement to any greater payment results from any change in Requirements of Law after the Participant becomes a Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participantconsent.
Appears in 2 contracts
Samples: Credit Agreement (Navisite Inc), Credit Agreement (Navisite Inc)
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections Section 2.12, 2.13 or 2.15 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 Borrower’s prior written consent or except consent. A Participant shall not be entitled to the extent benefits of Section 2.15 unless the right Borrower is notified of the participation sold to greater payment results from such Participant and such Participant agrees, for the benefit of the Borrower, to comply with (and does comply with) Section 2.15(e) as though it were a Change in Law after the Participant becomes a ParticipantLender.
Appears in 2 contracts
Samples: Security Agreement (Norcraft Companies, Inc.), Credit Agreement (Norcraft Companies Lp)
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 or and 2.15 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 Borrower’s prior written consent (which shall not be unreasonably withheld or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participantdelayed).
Appears in 2 contracts
Samples: Credit Agreement (Ventiv Health Inc), Credit Agreement (Inventiv Health Inc)
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 or and 2.15 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 Borrower’s Borrowers’ prior written consent or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participant.
Appears in 2 contracts
Samples: Credit Agreement (Transfirst Holdings Corp.), Credit Agreement (Transfirst Holdings Corp.)
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 or 2.13, 2.15 and 2.24 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 Administrative Borrower’s prior written consent (not to be unreasonably withheld or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participantdelayed).
Appears in 2 contracts
Samples: Revolving Syndicated Facility Agreement (Tronox LTD), Revolving Syndicated Facility Agreement (Tronox LTD)
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.122.13, 2.13 or 2.15 2.14 and 2.16 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 Borrower’s Borrowers’ prior written consent consent, not to be unreasonably withheld or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participantdelayed.
Appears in 2 contracts
Samples: Credit Agreement (TiVo Corp), Credit Agreement (Rovi Corp)
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 or 2.15 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 Borrower’s prior written consent or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participant.. (f)
Appears in 2 contracts
Samples: Credit Agreement (Blend Labs, Inc.), Credit Agreement (Par Technology Corp)
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 or and 2.15 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 Borrower’s prior written consent or except to the extent that the Participant’s right to a greater payment results from a Change in Law after the Participant becomes became a Participant.
Appears in 2 contracts
Samples: Credit Agreement (Stockbridge/Sbe Investment Company, LLC), Credit Agreement (Stockbridge/Sbe Investment Company, LLC)
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections Section 2.12, 2.13 or 2.15 Section 2.13, Section 2.15, Section 2.16 and Section 7.10 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 BorrowerDesignated Company’s prior written consent or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participant.consent. (f)
Appears in 2 contracts
Samples: Credit Agreement (Novelis Inc.), Term Credit Agreement (Novelis Inc.)
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 3.01 or 2.15 3.04 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 Borrower’s prior written consent (not to be unreasonably withheld or except to the extent delayed) or the right to receive a greater payment results from a Change in Law after the Participant participant becomes a Participant.
Appears in 2 contracts
Samples: Security Agreement (Albany Molecular Research Inc), Credit Agreement (Jazz Pharmaceuticals PLC)
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 or Section 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant except to the extent that the entitlement to any greater payment results from any change in Requirements of Law after the participant becomes a Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participantconsent.
Appears in 2 contracts
Samples: Loan Agreement (Mattress Firm Holding Corp.), Loan Agreement (Mattress Firm Holding Corp.)
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 or and 2.15 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 Borrower’s prior written consent consent, not to be unreasonably withheld or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participantdelayed.
Appears in 1 contract
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, Section 2.10 and 2.13 or 2.15 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 without Borrower’s prior written consent or except in its sole discretion. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the extent Borrower to effectuate the right provisions of Section 2.14 with respect to greater payment results from a Change in Law after the Participant becomes a any Participant.
Appears in 1 contract
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 or and 2.15 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 Borrower’s 's prior written consent or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participantdisclosure of such relevant costs.
Appears in 1 contract
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 3.01 or 2.15 3.04 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 applicable Borrower’s prior written consent (not to be unreasonably withheld or except to the extent delayed) or the right to receive a greater payment results from a Change in Law after the Participant participant becomes a Participant.. - 174 -
Appears in 1 contract
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 or and 2.15 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 Borrower’s Borrowers’ prior written consent (not to be unreasonably withheld or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participantdelayed).
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (PBF Holding Co LLC)
Limitations on Participant Rights. A Participant shall not be entitled to receive any ay greater payment under Sections 2.12, 2.13 or and 2.15 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 Borrower’s prior written consent (not to be unreasonably withheld or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participantdelayed).
Appears in 1 contract
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.122.12, 2.13 2.13 or 2.15 2.15 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 Borrower’s prior written consent or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participant.
Appears in 1 contract
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 or 2.12 and 2.15 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 Administrative Borrower’s prior written consent (not to be unreasonably withheld or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participantdelayed).
Appears in 1 contract
Samples: Possession Credit Agreement
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12Section 2.13, 2.13 or 2.15 2.14 and 2.18 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 without Borrower’s prior written consent or in its sole discretion, except to the extent the right such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant becomes acquired the applicable participation. 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 2.19 with respect to any Participant.
Appears in 1 contract
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 or and 2.15 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 Parent Borrower’s prior written consent consent, not to be unreasonably withheld or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participantdelayed.
Appears in 1 contract
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.122.11, 2.13 or 2.15 2.12 and 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless (i) the sale of the participation to such Participant is made with the Borrower’s Borrowers’ prior written consent (which consent shall not be unreasonably withheld or delayed) or (ii) except to the extent the right such entitlement to a greater payment results from a Change in Law after the such Participant becomes became a Participant.
Appears in 1 contract
Samples: Credit Agreement (AGY Holding Corp.)
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.122.15, 2.13 or 2.15 2.16 and 2.17 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 applicable Borrower’s 's prior written consent or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participantconsent.
Appears in 1 contract
Samples: Credit Agreement (Samsonite Corp/Fl)
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 or and 2.15 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 Borrower’s prior written consent or except to the extent the right to a greater payment results from a Change change in Law law after the Participant becomes became a Participant.
Appears in 1 contract
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 or 2.15 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 Borrower’s prior written consent or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participant.
Appears in 1 contract
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 or and 2.15 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 Borrower’s prior written consent consent, not to be unreasonably withheld or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participantdelayed.
Appears in 1 contract
Samples: Credit Agreement (Revel AC, Inc.)
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.122.14, 2.13 or 2.15 and 2.17 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 Borrower’s Borrowers’ prior written consent consent, not to be unreasonably withheld or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participantdelayed.
Appears in 1 contract
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 or 2.14 and 2.15 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 Borrower’s prior written consent or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participant.
Appears in 1 contract
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, Section 2.13 or 2.15 and 2.18 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 without Borrower’s prior written consent or in its sole discretion, except to the extent the right such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant becomes acquired the applicable participation. 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 2.19 with respect to any Participant.
Appears in 1 contract
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.122.07, 2.13 or 2.15 2.08 and 2.10 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 Borrower’s prior written consent or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participantconsent.
Appears in 1 contract
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 3.01 or 2.15 3.04 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 Participation is made with the Borrower’s prior written consent or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participant.consent. 168
Appears in 1 contract
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 or and 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless (i) the sale of the participation to such Participant is made with the Borrower’s prior written consent (not to be unreasonably withheld or except delayed) or (ii) to the extent the right such entitlement to receive a greater payment results from a Change in Law after the Participant becomes a Participantacquired the applicable participation.
Appears in 1 contract
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 or and 2.15 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 Borrower’s 's prior written consent or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participantconsent.
Appears in 1 contract
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 or 2.13, 2.15 and 10.04(d) 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 Borrower’s 's prior written consent or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participantconsent.
Appears in 1 contract
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 or 2.14 and 2.15 than the applicable Lender or Issuing Bank 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 Borrower’s prior written consent or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participant.
Appears in 1 contract
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 or and 2.15 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 Borrower’s prior written consent (not to be unreasonably withheld or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participantdelayed).
Appears in 1 contract
Samples: Credit Agreement (Ducommun Inc /De/)
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.122,12, 2.13 2,13 or 2.15 2,15 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 Borrower’s prior written consent or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participant.
Appears in 1 contract
Samples: Credit Agreement (Dragoneer Growth Opportunities Corp. II)
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 Section 3.01 or 2.15 3.04 than the applicable selling 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 Borrower’s prior written consent or except to the extent the right to receive a greater payment results from a Change in Law after the Participant participant becomes a Participant.
Appears in 1 contract
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12Section 2.13, 2.13 or 2.15 2.14 and 2.18 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 without Borrower’s prior written consent or in its sole discretion, except to the extent the right such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant becomes acquired the applicable participation. 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 2.19 with respect to any Participant.. 138
Appears in 1 contract
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections Section 2.12, Section 2.13 or and Section 2.15 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 Borrower’s Borrowers' prior written consent or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participantconsent.
Appears in 1 contract
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 2.13, 2.14 or 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant except to the extent that the entitlement to any greater payment results from any change in Requirements of Law after the Participant becomes a Participant, unless the sale of the participation to such Participant is made with the Borrower’s 's prior written consent or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participantconsent.
Appears in 1 contract
Samples: Credit Agreement (Navisite Inc)
Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 or and 2.15 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 Borrower’s Holdings’ prior written consent or except consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the extent benefits of Section 2.15 unless Borrowers are notified of the right participation sold to greater payment results from such Participant and such Participant agrees, for the benefit of Borrowers, to comply with Section 2.15(e) as though it were a Change in Law after the Participant becomes a ParticipantLender.
Appears in 1 contract
Samples: Credit Agreement (USA Mobility, Inc)