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Common use of Participations Clause in Contracts

Participations. Any Committed Purchaser may, in the ordinary course of its business at any time sell to one or more Persons (each a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers or any other interest of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed Purchaser’s rights and obligations under this Agreement shall remain unchanged, such Committed Purchaser shall remain solely responsible for the performance of its obligations hereunder, and Seller, the Servicer, the Conduit Purchasers, the Managing Agents and the Collateral Agent shall continue to deal solely and directly with such Committed Purchaser in connection with such Committed Purchaser’s rights and obligations under this Agreement. No Participant shall have rights greater than those of the related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to agree to any amendment, supplement, waiver or modification to this Agreement, except for any amendment, supplement, waiver or modification described in Section 11.1(b)(i).

Appears in 9 contracts

Samples: Receivables Purchase Agreement (McKesson Corp), Receivables Purchase Agreement (McKesson Corp), Receivables Purchase Agreement (McKesson Corp)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural Person, a holding company, investment vehicle or more Persons trust established for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its obligations hereundersuch obligations, and Seller(iii) the Borrower, the ServicerAdministrative Agent, the Conduit Purchasers, the Managing Agents Issuing Lender and the Collateral Agent other Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant For the avoidance of doubt, each Lender shall have rights greater than those be responsible for the indemnities under Sections 2.20(e) and 9.7 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that 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 related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplement, modification or waiver or modification to this Agreement, except which affects such Participant and for any amendment, supplement, waiver or modification which the consent of such Lender is required (as described in Section 11.1(b)(i10.1). The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.19, 2.20 and 2.21 (subject to the requirements and limitations therein, including the requirements under Section 2.20(f) (it being understood that the documentation required under Section 2.20(f) shall be delivered by such Participant to the Lender granting such participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.6(b); provided that such Participant (A) agrees to be subject to the provisions of Sections 2.23 as if it were an assignee under Section 10.6(b); and (B) shall not be entitled to receive any greater payment under Sections 2.19 or 2.20, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in any Requirement of Law that occurs after the Participant 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 2.23 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.7 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.18(k) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as 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 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, 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 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 9 contracts

Samples: Senior Secured Credit Facilities Credit Agreement (Nerdwallet, Inc.), Credit Agreement (SmartRent, Inc.), Senior Secured Credit Facilities Credit Agreement (Nerdwallet, Inc.)

Participations. Any Committed Purchaser mayLender may at any time, without the consent of, or notice to, Borrower or 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, a natural Person, or Borrower or any of Borrower’s Affiliates or Subsidiaries) in the ordinary course all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its business at any time sell Term Loan Commitment and/or the Loans owing to one or more Persons it); provided that (each a “Participant”i) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers or any other interest of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the SellerLender’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed Purchaser’s rights and obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its obligations hereundersuch obligations, and Seller(iii) Borrower, the ServicerAdministrative Agent, the Conduit Purchasers, the Managing Agents and the Collateral Agent Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant Any agreement or instrument pursuant to which a Lender sells such a participation shall have rights greater than those provide that 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 related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to participant, agree to any amendment, supplement, modification or waiver or modification to this Agreement, except for any amendment, supplement, waiver or modification described in Section 11.1(b)(i13.05 that affects such participant. Each Loan Party agrees that each participant (A) shall be entitled to the benefits of Sections 2.03, 2.04, 2.05 and 2.06 subject to the requirements and limitations therein, including the requirements under Section 6.09 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.01(b); and (B) shall not be entitled to receive any greater payment under Section 2.03 or 2.06 with respect to any participation, than its participating Lender 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. To the extent permitted by law, each participant also shall be entitled to the benefits of Section 13.15 as though it were a Lender; provided, that such participant agrees to be subject to Section 2.04 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of 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 Term Loan Commitment and/or the 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 Term Loan Commitments, 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 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 9 contracts

Samples: Term Loan Credit Agreement (Airspan Networks Holdings Inc.), Credit Agreement (Airspan Networks Holdings Inc.), Credit Agreement (Airspan Networks Holdings Inc.)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural Person, or more Persons 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 Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement and the Credit Agreement (including all or a portion of its commitment and/or Loans owing to it); provided that (i) such Lender’s obligations under this Agreement and the Credit Agreement shall remain unchanged, , (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its obligations hereundersuch obligations, and Seller(iii) the Borrower, the Servicer, the Conduit Purchasers, the Managing Agents Administrative Agent and the Collateral Agent Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement and the Credit Agreement. No Participant For the avoidance of doubt, each Lender shall have rights greater than those be responsible for the indemnity under Section 6.03 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the Credit Agreement and to approve any amendment, modification or waiver of any provision of this Agreement and the Credit Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplementmodification or waiver with respect to the matters set forth in Section 7.02(a)-(m) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costs, waiver or modification eurodollar breakage indemnity and tax gross-up (subject to this Agreementthe requirements and limitations therein and the requirements under Sections 10.12 and 10.13 (it being understood that the documentation required from a Lender in order to be eligible for a tax gross-up shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.01; provided that such Participant (A) agrees to be subject to any provisions of the Credit Agreement regarding the mitigation of such amounts and the replacement of lenders (if any) as if it were an assignee under Section 9.01; and (B) shall not be entitled to receive any greater payment in respect of increased costs of tax gross-up, with respect to any participation, than its participating Lender 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. 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 any replacement of lender provisions in the Credit Agreement with respect to any Participant claiming such increased costs of tax gross-up. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 as though it were a Lender; provided that such Participant agrees to be subject to Section 8.02 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as 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 Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any amendmentobligation 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, supplementloans, waiver letters of credit or modification described 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, letter of credit or other obligation is in registered form under Section 11.1(b)(i)5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and 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 and the 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 8 contracts

Samples: Co Lender Agreement, Co Lender Agreement, Co Lender Agreement

Participations. Any Committed Purchaser Each Lender may, on or after the delivery of notice to the Borrowers, sell, transfer, grant or assign participations in the ordinary course all or any part of its business at any time sell to one or more Persons such Lender’s interests and obligations hereunder; provided that (each i) such selling Lender shall remain a “Participant”Lender” for all purposes under this Credit Agreement (such selling Lender’s obligations under the Credit Documents remaining unchanged) participating interests and the participant shall not constitute a Lender hereunder, (ii) no Lender shall grant to any such participant rights to approve any amendment or waiver relating to the Credit Documents, except to the extent any such amendment or waiver would (A) reduce the principal of or rate of interest on or fees in its Pro Rata Share respect of any Loans in which the participant is participating, or (B) postpone the date fixed for any payment of principal (including extension of the Purchaser Interests Maturity Date or the date of any mandatory prepayment), interest or fees in respect of any Loans in which the participant is participating, (iii) sub-participations by the participant (except to an Affiliate, parent company or Affiliate of a parent company of the Committed Purchasers or any other interest of such Committed Purchaser hereunder. The selling Committed Purchaser will consult participant) shall be permitted with the Seller regarding consent of the suitability of Borrowers (which, in each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 andcase, so long as the Seller’s response is shall not be unreasonably withheld or delayeddelayed and shall not be required during the existence of a Default or Event of Default) and (iv) without the prior written consent of the Administration Agent, no participation shall be sold to a prospective participant that bears a relationship to any Borrower described in Section 108(e)(4) of the Code. In the case of any such Committed Purchaser will use commercially reasonable efforts to accommodate participation and notwithstanding the Sellerforegoing, (i) the participant shall not have any rights under this Credit Agreement or the other Credit Documents (the participant’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to rights against the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed Purchaser’s rights and obligations under this Agreement shall remain unchanged, such Committed Purchaser shall remain solely responsible for the performance of its obligations hereunder, and Seller, the Servicer, the Conduit Purchasers, the Managing Agents and the Collateral Agent shall continue to deal solely and directly with such Committed Purchaser in connection with such Committed Purchaser’s rights and obligations under this Agreement. No Participant shall have rights greater than those of the related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant Lender in respect of such participating participation to be those set forth in the participation agreement with such Lender creating such participation in a manner consistent with this Section 12.3(e)), (ii) the Borrowers, the Administrative Agent and the other Lenders shall be entitled to deal solely with the Lender who has sold a participation with respect to all matters arising under this Credit Agreement, and (iii) all amounts payable by such Borrower hereunder shall be determined as if such Lender had not sold such participation; provided, however, that such participant shall be entitled to receive additional amounts under Section 4 to the same extent that the Lender from which such participant acquired its participation would be entitled to the benefit of such cost protection provisions. Each Lender that sells a participation, acting solely for this purpose as a non-fiduciary agent of the Borrowers (solely for tax purposes), shall maintain a register for the recordation of the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under this Credit Agreement (the “Participant Register”); provided that no Lender shall not restrict such Committed Purchaser’s right have any obligation to agree disclose all or any portion of the Participant Register to any amendmentPerson (including the identity of any participant or any information relating to a participant’s interest in any Commitments, supplementLoans, waiver Letters of Credit or modification its other obligations under any Credit Document) except to the extent that such disclosure is necessary to establish that such Commitment, 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 and binding for all purposes, absent manifest error, and such Lender and the Administrative Agent shall treat each person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of such participation for all purposes of this Credit Agreement, except for any amendment, supplement, waiver or modification described in Section 11.1(b)(i).

Appears in 8 contracts

Samples: Revolving Credit Agreement (Dominion Resources Inc /Va/), Revolving Credit Agreement (Dominion Resources Inc /Va/), Revolving Credit Agreement (Virginia Electric & Power Co)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural Person, a holding company, investment vehicle or more Persons trust for, or owned and operated for the primary benefit of, a natural Person, any Person that is a Defaulting Lender, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Revolving Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunder, and Seller(iii) the Borrower, the ServicerAdministrative Agent, the Conduit Purchasers, the Managing Agents Issuing Banks and the Collateral Agent Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant Any agreement or instrument pursuant to which a Lender sells such a participation shall have rights greater than those of provide that such Lender shall retain the related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s sole right to agree enforce this Agreement and to approve any amendment, supplement, modification or waiver or modification to 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 (w) increase such Lender’s Commitment, (x) extend the date fixed for the payment of principal on the Loans or portions thereof owing to such Lender, (y) reduce the rate at which interest is payable thereon (other than a waiver of default interest and changes in the calculation of the Total Leverage Ratio that may indirectly affect pricing) or (z) release all or substantially all of the Guarantors from their Obligations under the Guaranty or the Pledge Agreement, as the case may be, except as contemplated by Section 8.12.(b) or 8.12.(c), in each case, as applicable to that portion of such Lender’s rights and/or obligations that are subject to the participation. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.10., 5.1., 5.4. (subject to the requirements and limitations therein, including the requirements under Section 3.10.(g) (it being understood that the documentation required under Section 3.10.(g) shall be delivered to the participating Lender)) 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 Section 5.6. as if it were an assignee under subsection (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 5.1. or 3.10., with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Regulatory Change that occurs after the Participant 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 5.6. with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 13.3. as though it were a Lender; provided that such Participant agrees to be subject to Section 3.3. as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as 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 Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any amendmentobligation 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, supplementloans, waiver letters of credit or modification described 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, letter of credit or other obligation is in registered form under Section 11.1(b)(i)5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and 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

Samples: Credit Agreement (NETSTREIT Corp.), Credit Agreement (NETSTREIT Corp.), Credit Agreement (NETSTREIT Corp.)

Participations. Any Committed Purchaser may, in of the ordinary course of its business Lenders may at any time time, without the consent of, or notice to, the Borrower, sell participations to one any Person which would constitute an Eligible Transferee (other than a natural person or more Persons a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or Parent or any of Parent’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of the Purchaser Interests of Commitment and/or the Committed Purchasers or any other interest of Term Loan owing to it); provided that (i) such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the SellerLender’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed Purchaser’s rights and obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunder, and Seller, (iii) the Servicer, the Conduit Purchasers, the Managing Agents and the Collateral Agent Borrower shall continue to deal solely and directly with such Committed Purchaser Lender in connection with therewith. Any agreement or instrument pursuant to which a Lender sells such Committed Purchaser’s rights a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and obligations under to approve any amendment, modification or waiver of any provision of this Agreement. No Participant shall have rights greater than those ; provided that such agreement or instrument may provide that such Lender will not, without the consent of the related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplementmodification or waiver that would (i) increase or extend the term of such Lender’s Commitment, waiver (ii) extend the date fixed for the payment of principal of or modification interest on the Term Loan or any portion of any fee hereunder payable to the Participant, (iii) reduce the amount of any such payment of principal, or (iv) reduce the rate at which interest is payable thereon to a level below the rate at which the Participant is entitled to receive such interest (other than with respect to default interest). The Borrower agrees that each Participant shall be entitled to the benefits of Section 5 (subject to the requirements and limitations therein, including the requirements of Section 5.03(f) (it being understood that the documentation required under Section 5.03(f) shall be delivered to the participating Lender)) to the same extent as if such Participant had acquired its interest by assignment pursuant to Section 14.05(b); provided that such Participant shall not be entitled to receive any greater payment under Section 5 with respect to any participation, than its participating Lender would have been entitled to receive. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 4.03(a) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this Agreementpurpose as 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 Term 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, 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 parties hereto 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 amendment, supplement, waiver or modification described in Section 11.1(b)(i)notice to the contrary.

Appears in 6 contracts

Samples: Forbearance Agreement and Third Amendment to Credit Agreement and Guaranty (Icagen, Inc.), Forbearance Agreement and Second Amendment to Credit Agreement and Guaranty (Icagen, Inc.), Forbearance Agreement and First Amendment to Credit Agreement and Guaranty (Icagen, Inc.)

Participations. Any Committed Purchaser mayWith the prior written consent of the Administrative Agent, and, other than during the continuance of an Event of Default or in the ordinary course case of its business participation to an Affiliate of a Lender, the Borrowers (such consents not to be unreasonably withheld), any Lender may (subject to compliance with the provisions of this Section 12.11) at any time sell grant to one or more Persons banks or other institutions (each a “Participant”) a participating interests interest in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers Commitment or any other interest or all of such Committed Purchaser hereunderits Principal Obligations. The selling Committed Purchaser will consult with In the Seller regarding the suitability of each Participant prior to the effectiveness event of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale grant by a Committed Purchaser Lender of a participating interest to a Participant, such Committed Purchaser’s Lender shall retain the sole right and responsibility to enforce and exercise any rights and obligations under this Agreement shall remain unchanged, such Committed Purchaser shall remain solely responsible for the performance of perform its obligations hereunder, hereunder and Sellerunder the other Loan Documents, the Servicer, the Conduit Purchasers, the Managing Agents Administrative Agent and the Collateral Agent Letter of Credit Issuer shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserXxxxxx’s rights and obligations under this Credit Agreement. No Any agreement pursuant to which any Lender may grant such a participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce the Obligations including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Credit Agreement. The voting rights of each Participant shall have rights be limited to (i) reductions or increases in the amount, or altering the term, of the Commitment of such Participant and (ii) changes to the Maturity Date or interest rate. The Credit Parties agree that each Participant shall be entitled to the benefits of Section 4 and Section 5.3 with respect to its participating interest, to the extent that such Participant complies with the requirements of such Sections (it being understood that the documentation required under Section 4.1(f) shall be delivered to the granting Lender), as if it were a Lender; provided (i) that in no event shall any Borrower be obligated to pay to such Participant amounts greater than those such Borrower would have been required to pay to the granting Lender in the absence of such participation, except to the extent that such obligation to pay such greater amounts results from a Change in Law that occurs after the Participant acquires the applicable participation, and (ii) it shall be reasonable for the Borrowers to decline consent to a participation to a Lender which does not agree to waive its rights under Section 5.3 of this Credit Agreement. An assignment or other transfer which is not permitted by subsection (d) below shall be given effect for purposes of this Credit Agreement only to the extent of a participating interest which is permitted in accordance with this subsection (b). Each Lender that sells a participating interest in any Loan, Commitment or other interest to a Participant shall, as agent of the related Committed Purchaser. Each Committed Purchaser agrees that any agreement between Credit Parties solely for the purpose of this Section 12.11(b), record in book entries maintained by such Committed Purchaser Lender the name and any such the principal amount (and stated interest) of the participating interest of each Participant entitled to receive payments in respect of such participating interests (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 shall not restrict such Committed Purchaser’s right to agree in any commitment, loan, letters of credit or its other obligations under any Loan Document) to any amendmentPerson except to the extent that such disclosure is necessary to establish that such commitment, supplementloan, waiver letter of credit or modification 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 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 this Agreementthe contrary. For the avoidance of doubt, except the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for any amendment, supplement, waiver or modification described in Section 11.1(b)(i)maintaining a Participant Register.

Appears in 6 contracts

Samples: Revolving Credit Agreement (MN8 Energy, Inc.), Revolving Credit Agreement (MN8 Energy, Inc.), Revolving Credit Agreement (MN8 Energy, Inc.)

Participations. Any Committed Purchaser Lender may, in without the ordinary course of its business at any time consent of, or notice to, Company or Administrative Agent, sell participations to one or more Persons (each other than a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers natural Person or Company or any other interest of its Affiliates) in all or a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement; provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunderand (iii) Company, Administrative Agent and Seller, the Servicer, the Conduit Purchasers, the Managing Agents and the Collateral Agent Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant Any agreement or instrument pursuant to which a Lender sells such a participation shall have rights greater than those provide that 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 related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplementmodification or waiver directly affecting (i) the extension of the scheduled final maturity date of any Loan allocated to such participation or (ii) a reduction of the principal amount of or the rate of interest payable on any Loan allocated to such participation. Subject to the further provisions of this subsection 10.1C, waiver or modification Company agrees that each Participant shall be entitled to this Agreementthe benefits of subsections 2.6D and 2.7 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection 10.1B. To the extent permitted by law, except each Participant also shall be entitled to the benefits of subsection 10.4 as though it were a Lender, provided such Participant agrees to be subject to subsection 10.5 as though it were a Lender. A Participant shall not be entitled to receive any greater payment under subsections 2.6D and 2.7 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 Company’s prior written consent. A Participant that would be a Non-US Lender if it were a Lender shall not be entitled to the benefits of subsection 2.7 unless Company is notified of the participation sold to such Participant and such Participant agrees, for any amendmentthe benefit of Company, supplement, waiver or modification described in Section 11.1(b)(i)to comply with subsection 2.7B(iii) as though it were a Lender.

Appears in 5 contracts

Samples: Credit Agreement (Korn Ferry International), Credit Agreement (Bare Escentuals Inc), Credit Agreement (Korn Ferry International)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural person, a Defaulting Lender or more Persons the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and 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) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunder, and Seller(iii) the Borrower, the ServicerAdministrative Agent, the Conduit Purchasers, the Managing Agents Lenders and the Collateral Agent L/C Issuers shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant shall have rights greater than those Each Lender, acting solely for this purpose as an agent of the related Committed Purchaser. Each Committed Purchaser agrees that any agreement between Borrower (and such Committed Purchaser agency being solely for tax purposes), shall maintain at such Lender’s Lending Office a register for the recordation of the names and any addresses of each of its Participants, and the amount of the participation sold to such Participant in respect of by such participating Lender and the related interest amounts owing to such Participant. Any agreement or instrument pursuant to which a Lender sells such a participation shall not restrict provide that such Committed Purchaser’s 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, supplement, waiver or modification to this Agreement, except for any amendment, supplement, waiver or other modification described in subsections (a), (b) or (c) of the first proviso to Section 11.1(b)(i)10.01 that affects such Participant. 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 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender; provided such Participant agrees to be subject to Section 2.13 as though it were a Lender.

Appears in 5 contracts

Samples: Credit Agreement (DPL Inc), Credit Agreement (DPL Inc), Credit Agreement (DPL Inc)

Participations. Any Committed Purchaser Lender may, in without the ordinary course of its business at any time consent of, or notice to, Company or Administrative Agent, sell participations to one or more Persons (each other than a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers natural Person or Company or any other interest of its Affiliates) in all or a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement; provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunderand (iii) Company, Administrative Agent and Seller, the Servicer, the Conduit Purchasers, the Managing Agents and the Collateral Agent Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant Any agreement or instrument pursuant to which a Lender sells such a participation shall have rights greater than those provide that 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 related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplementmodification or waiver directly affecting (i) the extension of the scheduled final maturity date of any Loan allocated to such participation or (ii) a reduction of the principal amount of or the rate of interest payable on any Loan allocated to such participation. Subject to the further provisions of this subsection 10.1C, waiver or modification Company agrees that each Participant shall be entitled to this Agreementthe benefits of subsections 2.6D and 2.7 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection 10.1B. To the extent permitted by law, except each Participant also shall be entitled to the benefits of subsection 10.4 as though it were a Lender, provided such Participant agrees to be subject to subsection 10.5 as though it were a Lender. A Participant shall not be entitled to receive any greater payment under subsections 2.6D and 2.7 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 Company’s prior written consent. No Participant shall be entitled to the benefits of subsection 2.7 unless Company is notified of the participation sold to such Participant and such Participant agrees, for any amendmentthe benefit of Company, supplement, waiver or modification described in Section 11.1(b)(i)to comply with subsection 2.7B(iv) as though it were a Lender.

Appears in 5 contracts

Samples: Credit Agreement (Ruths Chris Steak House, Inc.), Credit Agreement (Ruths Hospitality Group, Inc.), Credit Agreement (Hexcel Corp /De/)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, any Borrower, the Administrative Agent, the L/C Issuers or the Swing Line Lender, sell participations to one any Person (other than a natural Person, a Defaulting Lender or more Persons the Company or any of the Company’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and 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) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunder, and Seller(iii) the Borrowers, the ServicerAdministrative Agent, the Conduit Purchasers, the Managing Agents Lenders and the Collateral Agent L/C Issuers shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant For the avoidance of doubt, each Lender shall have rights greater than those 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 a Lender sells such a participation shall provide that 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 related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplement, waiver or modification to this Agreement, except for any amendment, supplement, waiver or other modification described in the first proviso to Section 11.1(b)(i10.01 that affects such Participant. The Company agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were 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(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 3.06 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. Each Lender that sells a participation agrees, at the Company’s request and expense, to use reasonable efforts to cooperate with the Company to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Company, 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 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, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. Notwithstanding anything in the Loan Documents to the contrary, the entries in the Participant Register shall be conclusive absent manifest error, and 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

Samples: Credit Agreement (Aecom), Credit Agreement (Aecom), Credit Agreement (Aecom)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrower or the Agent, sell participations to one any Person (other than a natural person or more Persons the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Revolving Credit Commitment, Swingline Exposure and/or the Revolving Advances (including such Lender’s participations in L/C Obligations) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its obligations hereundersuch obligations, and Seller(iii) the Borrower, the ServicerAgent, the Conduit Purchasers, the Managing Agents Lenders and the Collateral Agent Issuing Banks shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant Agreement and (iv) no participant under any such participation shall have rights greater than those any right to approve any amendment or waiver of any provision of this Agreement or any Note, or any consent to any departure by the Borrower therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, any Obligations or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, or postpone any date fixed for any payment of principal of, or interest on, any Obligations or any fees or other amounts payable hereunder, in each case to the extent subject to such participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that 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 related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplement, waiver or other modification addressing the matters set forth in clause (iv) above to the extent subject to such participation. Subject to subsection (e) of this AgreementSection, except for any amendmentthe Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.11, supplement2.14 and 8.04(e) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by Law, waiver or modification described in each Participant also shall be entitled to the benefits of Section 11.1(b)(i)8.05 as though it were a Lender, provided such Participant agrees to be subject to Section 2.15 as though it were a Lender.

Appears in 5 contracts

Samples: Credit Agreement (Arizona Public Service Co), Credit Agreement (Arizona Public Service Co), Credit Agreement (Pinnacle West Capital Corp)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural Person, a holding company, investment vehicle or more Persons trust established for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its obligations hereundersuch obligations, and Seller(iii) the Borrower, the ServicerAdministrative Agent, the Conduit Purchasers, the Managing Agents Issuing Lender and the Collateral Agent other Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant For the avoidance of doubt, each Lender shall have rights greater than those be responsible for the indemnities under Sections 2.20(e) and 9.7 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that 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 related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplement, modification or waiver or modification to this Agreement, except which affects such Participant and for any amendment, supplement, waiver or modification which the consent of such Lender is required (as described in Section 11.1(b)(i10.1). The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.19, 2.20 and 2.21 (subject to the requirements and limitations therein, including the requirements under Section 2.20(f) (it being understood that the documentation required under Section 2.20(f) shall be delivered by such Participant to the Lender granting such participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.6(b); provided that such Participant (A) agrees to be subject to the provisions of Sections 2.23 as if it were an assignee under Section 10.6(b); and (B) shall not be entitled to receive any greater payment under Sections 2.19 or 2.20, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in any Requirement of Law that occurs after the Participant 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 2.23 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.7 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.18(k) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as 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 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, 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 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

Samples: Credit Agreement (Bill.com Holdings, Inc.), Credit Agreement (CrowdStrike Holdings, Inc.), Credit Agreement (CrowdStrike Holdings, Inc.)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time 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 any Person (other than a natural person, a Defaulting Lender, an Ineligible Institution or more Persons the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’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 L/C Obligations) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its obligations hereundersuch obligations, and Seller(iii) the Borrower, the ServicerAdministrative Agent, the Conduit PurchasersLenders, the Managing Agents Swingline Lender and the Collateral Agent L/C Issuer shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement, and (iv) such Participant must agree to be bound by Section 10.7. No Participant Any agreement or instrument pursuant to which a Lender sells such a participation shall have rights greater than those provide that 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 related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplement, waiver or modification to this Agreement, except for any amendment, supplement, waiver or other modification described in the first proviso to Section 11.1(b)(i10.1 that delays or reduces any payment to such Participant. Subject to subsection (g) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.1, 3.4 and 3.5 (subject to the requirements and limitations therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.6(b); provided such Participant agrees to be subject to the provisions of Section 3.6 as if it were an assignee under Section 10.6(b) and agrees to deliver the documentation required under Section 3.1(e). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.8 as though it were a Lender, provided such Participant agrees to be subject to Section 2.12 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as 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 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, 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 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

Samples: Revolving Credit Agreement (PBF Logistics LP), Revolving Credit Agreement (PBF Energy Co LLC), Revolving Credit Agreement (PBF Energy Inc.)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, with the consent of the Administrative Agent and the Company (such consents not to be unreasonably withheld or delayed), sell participations to one any Person (other than a natural person or more Persons a Borrower or any Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Revolving Credit Commitment, the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunder, and Seller(iii) the Borrowers, the ServicerAdministrative Agent, the Conduit Purchasers, the Managing Agents Swingline Lender and the Collateral Agent other Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant Any agreement or instrument pursuant to which a Lender sells such a participation shall have rights greater than those provide that 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 related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplement, modification or waiver or modification that would (i) increase, or extend the term or extend the time or waive any requirement for the reduction or termination of, such Lender’s Revolving Credit Commitment, (ii) extend the date fixed for the payment of principal of or interest on the Loans or portions thereof owing to such Lender, (iii) reduce the amount of any such payment of principal or (iv) reduce the rate at which interest is payable thereon. Subject to paragraph (e) of this AgreementSection, except for any amendmentthe Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.8, supplement4.9, waiver or modification described in 4.10 and 4.11 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.1(b)(i)13.4 as though it were a Lender, provided such Participant agrees to be subject to Section 4.6 as though it were a Lender.

Appears in 4 contracts

Samples: 364 Day Credit Agreement (Family Dollar Stores Inc), 364 Day Credit Agreement (Family Dollar Stores Inc), Credit Agreement (Family Dollar Stores Inc)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Company or the Administrative Agent, sell participations to one any Person (other than a natural person or more Persons 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 Company or any of the Company’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunderand (iii) the Company, the Administrative Agent, and Seller, the Servicer, the Conduit Purchasers, the Managing Agents and the Collateral Agent Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.05(b) without regard to the existence of any participation. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Company, 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 Obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have rights greater than those any obligation to disclose all or any portion of the related Committed PurchaserParticipant 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) except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. Each Committed Purchaser agrees that any agreement between The entries in the Participant Register shall be conclusive absent manifest error, and such Committed Purchaser and any such Lender shall treat each Person whose name is recorded in the Participant in respect Register as the owner of such participating interest 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 not restrict have no responsibility for maintaining a Participant Register. Any agreement or instrument pursuant to which a Lender sells such Committed Purchaser’s a participation shall provide that 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, supplement, waiver or modification to this Agreement, except for any amendment, supplement, waiver or other modification described in the first proviso to Section 11.1(b)(i)10.01 that affects such Participant. Subject to subsection (e) of this Section, the Company agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender, provided such Participant agrees to be subject to Section 2.10 as though it were a Lender.

Appears in 4 contracts

Samples: 364 Day Term Loan Credit Agreement (Fortive Corp), 364 Day Term Loan Credit Agreement (Fortive Corp), Term Loan Credit Agreement (Fortive Corp)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrower or the Agent, sell participations to one or more Persons any Person (each other than an Ineligible Institution) (each, a “Participant”) participating interests in its Pro Rata Share all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of the Purchaser Interests of the Committed Purchasers or any other interest of Loans owing to it); provided that (i) such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the SellerLender’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed Purchaser’s rights and obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its obligations hereundersuch obligations, and Seller(iii) the Borrower, the Servicer, the Conduit Purchasers, the Managing Agents Agent and the Collateral Agent Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant Agreement and (iv) no participant under any such participation shall have rights greater than those any right to approve any amendment or waiver of any provision of this Agreement or any Note, or any consent to any departure by the Borrower therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, any Obligations or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, or postpone any date fixed for any payment of principal of, or interest on, any Obligations or any fees or other amounts payable hereunder, in each case to the extent subject to such participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that 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 related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplement, waiver or other modification addressing the matters set forth in clause (iv) above to the extent subject to such participation. Subject to subsection (e) of this AgreementSection, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.09, 2.12 and 8.04(e) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 8.05 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as 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 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 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 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 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 amendmentnotice to the contrary. For the avoidance of doubt, supplement, waiver or modification described the Agent (in Section 11.1(b)(i)its capacity as Agent) shall have no responsibility for maintaining a Participant Register.

Appears in 4 contracts

Samples: 364 Day Term Loan Agreement (Arizona Public Service Co), Term Loan Agreement (Arizona Public Service Co), Term Loan Agreement (Arizona Public Service Co)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrower or the Agent, sell participations to one or more Persons any Person (each other than an Ineligible Institution) (each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Revolving Credit Commitment, Swingline Exposure and/or the Revolving Advances (including such Lender’s participations in L/C Obligations) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its obligations hereundersuch obligations, and Seller(iii) the Borrower, the ServicerAgent, the Conduit Purchasers, the Managing Agents Lenders and the Collateral Agent Issuing Banks shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant Agreement and (iv) no participant under any such participation shall have rights greater than those any right to approve any amendment or waiver of any provision of this Agreement or any Note, or any consent to any departure by the Borrower therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, any Obligations or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, or postpone any date fixed for any payment of principal of, or interest on, any Obligations or any fees or other amounts payable hereunder, in each case to the extent subject to such participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that 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 related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplement, waiver or other modification addressing the matters set forth in clause (iv) above to the extent subject to such participation. Subject to subsection (e) of this AgreementSection, the Borrower agrees that each Participant shall be entitled to the benefits of Section 2.11, Section 2.14 and Section 8.04(e) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 8.05 as though it were a Lender, provided such Participant agrees to be subject to Section 2.15 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as 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 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 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 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 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 amendmentnotice to the contrary. For the avoidance of doubt, supplement, waiver or modification described the Agent (in Section 11.1(b)(i)its capacity as Agent) shall have no responsibility for maintaining a Participant Register.

Appears in 4 contracts

Samples: Credit Agreement (Arizona Public Service Co), 364 Day Credit Agreement (Arizona Public Service Co), Credit Agreement (Arizona Public Service Co)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural Person, or more Persons a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or any Loan Party or any of any Loan Party’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitments and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its obligations hereundersuch obligations, and Seller(iii) the Borrower, the ServicerAdministrative Agent, the Conduit Purchasers, the Managing Agents Issuing Lenders and the Collateral Agent other Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant For the avoidance of doubt, each Lender shall have rights greater than those be responsible for the indemnities under Sections 2.18(e) and 9.7 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that 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 related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplement, modification or waiver or modification to this Agreement, except which affects such Participant and for any amendment, supplement, waiver or modification which the consent of such Lender is required (as described in Section 11.1(b)(i10.1). The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.17, 2.18 and 2.19 (subject to the requirements and limitations therein, including the requirements under Section 2.18(f) (it being understood that the documentation required under Section 2.18(f) shall be delivered by such Participant to the Lender granting 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 Section 2.21 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 2.17 or 2.18, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in any Requirement of Law that occurs after the Participant 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 2.21 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.7 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.16(k) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as 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 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, 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 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

Samples: Credit Agreement (Digi International Inc), Credit Agreement (Digi International Inc), Credit Agreement (Extreme Networks Inc)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrower, the Swingline Lender, any Issuing Bank or the Administrative Agent, sell participations to one any Person (other than a natural person, a Defaulting Lender or more Persons the Borrower or any of the Borrower’s Affiliates or Subsidiaries ) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in LC Exposures and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunder, and Seller(iii) the Borrower, the ServicerAdministrative Agent, the Conduit Purchasers, the Managing Agents Lenders and the Collateral Agent Issuing Banks shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant For the avoidance of doubt, each Lender shall have rights greater than those be responsible for the indemnity under Section 9.4(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that 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 related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplement, waiver or modification to this Agreement, except for any amendment, supplement, waiver or other modification described in the first proviso to Section 11.1(b)(i9.2(b) that affects such Participant. Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.8 as though it were a Lender, provided such Participant agrees to be subject to Section 2.18 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as 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 Loans, LC Exposures 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, 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 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

Samples: Credit Agreement (Borgwarner Inc), Credit Agreement (Borgwarner Inc), Credit Agreement (Borgwarner Inc)

Participations. Any Committed Purchaser may, in of the ordinary course of its business Lenders may at any time time, without the consent of, or notice to, the Borrower, sell participations to one any Person which would constitute an Eligible Transferee (other than a natural person or more Persons 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 Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of the Purchaser Interests of Commitment and/or the Committed Purchasers or any other interest of Term Loan owing to it); provided that (i) such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the SellerLender’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed Purchaser’s rights and obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunder, and Seller, (iii) the Servicer, the Conduit Purchasers, the Managing Agents and the Collateral Agent Borrower shall continue to deal solely and directly with such Committed Purchaser Lender in connection with therewith. Any agreement or instrument pursuant to which a Lender sells such Committed Purchaser’s rights a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and obligations under to approve any amendment, modification or waiver of any provision of this Agreement. No Participant shall have rights greater than those ; provided that such agreement or instrument may provide that such Lender will not, without the consent of the related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplementmodification or waiver that would (i) increase or extend the term of such Lender’s Commitment, waiver (ii) extend the date fixed for the payment of principal of or modification interest on the Term Loan or any portion of any fee hereunder payable to the Participant, (iii) reduce the amount of any such payment of principal, or (iv) reduce the rate at which interest is payable thereon to a level below the rate at which the Participant is entitled to receive such interest (other than with respect to default interest). The Borrower agrees that each Participant shall be entitled to the benefits of Section 5 (subject to the requirements and limitations therein, including the requirements of Section 5.03(f) (it being understood that the documentation required under Section 5.03(f) shall be delivered to the participating Lender)) to the same extent as if such Participant had acquired its interest by assignment pursuant to Section 14.05(b); provided that such Participant shall not be entitled to receive any greater payment under Section 5 with respect to any participation, than its participating Lender would have been entitled to receive. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 4.03(a) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this Agreementpurpose as 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 Term 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, 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 parties hereto 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 amendment, supplement, waiver or modification described in Section 11.1(b)(i)notice to the contrary.

Appears in 4 contracts

Samples: Forbearance Agreement and Second Amendment to Credit Agreement and Guaranty (Icagen, Inc.), Forbearance Agreement and First Amendment to Credit Agreement and Guaranty (Icagen, Inc.), Credit Agreement and Guaranty (Icagen, Inc.)

Participations. (i) Any Committed Purchaser mayLender may at any time, in without the ordinary course consent of, or notice to, the Borrower, the Administrative Agent, or the Issuing Bank, sell participations to any person (other than a natural person or the Borrower or any of its business at Affiliates or any time sell to one or more Persons Disqualified Institutions) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its obligations hereundersuch obligations, and Seller(C) the Borrower, the Servicer, the Conduit Purchasers, the Managing Agents Administrative Agent and the Collateral Agent Lenders and Issuing Bank shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant . (ii) Any agreement or instrument pursuant to which a Lender sells such a participation shall have rights greater than those provide that such Lender shall retain the sole right to enforce the Loan Documents and to approve any amendment, modification or waiver of any provision of the related Committed Purchaser. Each Committed Purchaser agrees Loan Documents; provided that any such agreement between or instrument may provide that such Committed Purchaser and any such Participant in respect Lender will not, without the consent of such participating interest shall not restrict such Committed Purchaser’s right to the Participant, agree to any amendment, supplementmodification or waiver with regard to (a) reductions of principal, waiver interest or modification fees owing to such Participant to the extent that Lenders have a consent right with respect thereto pursuant to clause (ii) of the first proviso in Section 10.02(b), (b) extensions of final scheduled maturity or times for payment of interest or fees owing to such participant to the extent that Lenders have a consent right with respect thereto pursuant to with respect to clauses (iii)(A), (B) and (C) of Section 10.02(b) and (c) releases of Collateral or guarantees requiring the approval of all Lenders with respect to clauses (iv) and (v) of Section 10.02(b), in each case, that directly affects such Participant. Subject to clause (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.12, 2.13 and 2.15 (provided that each Participant shall be subject to the requirements of those Sections and the definition of “Excluded Taxes” as if it were a Lender) (provided that any documentation required to be provided by a Participant pursuant to Section 2.15(e) shall be provided to the participating Lender and, if Additional Amounts are required to be paid pursuant to Section 2.15, to the Borrower and the Administrative Agent) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender; provided that such Participant shall be subject to Section 2.14 as though it were a Lender. Notwithstanding anything to the contrary, no Lender shall enter into any agreement with any Participant that will permit such Participant to influence or control the voting rights of such Lender except with regard to (a) reductions of principal, interest or fees owing to such Participant to the extent that such Participant has a consent right with respect thereto pursuant to this Agreement, except for any amendment, supplement, waiver or modification described Section 10.02(d)(ii) in clause(ii) of the first proviso in Section 11.1(b)(i10.02(b), (b) extensions of final scheduled maturity or times for payment of interest or fees owing to such participant to the extent that such Participant has a consent right with respect thereto pursuant to this Section 10.02(d)(ii) with respect to clauses (iii)(A), (B) and (C) of Section 10.02(b) and (c) releases of Collateral or guarantees requiring the approval of all Lenders with respect to clauses (iv) and (v) of Section 10.02(b), in each case, that directly affects such Participant. (iii) Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal and interest amounts of each participant’s interest in the Loans or other obligations under this Agreement (a “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of a 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 other obligations under any Loan Document) to any Person except to the extent such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations and within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code. Upon request by the Borrower, any Lender that sells a participation shall confirm that any such Participant is not a Disqualified Institution. The entries in a Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in a Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. (iv) Any such participation that does not comply with this Section shall be void ab initio and, promptly following such Lender becoming aware that any such participation has been made in breach of this Section, the Participant Register shall be modified by it to reverse such participation and shall be disclosed to the Borrower and the Administrative Agent. (v) The Administrative Agent shall have no responsibility (in its capacity as Administrative Agent) for (i) maintaining a Participant Register and (ii) any Lender’s compliance with this Section, including any sale of participations to a Disqualified Institution in violation hereof by any Lender.

Appears in 4 contracts

Samples: Amendment Agreement (Jamf Holding Corp.), Credit Agreement (Jamf Holding Corp.), Credit Agreement (Juno Topco, Inc.)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrower, the Agent, any Issuing Bank or the Swing Line Bank, sell participations to one any Person (other than a natural Person (or more Persons 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 Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Advances owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its obligations hereundersuch obligations, and Seller(iii) the Borrower, the ServicerAgent, the Conduit Purchasers, the Managing Agents Issuing Banks and the Collateral Agent Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant For the avoidance of doubt, each Lender shall have rights greater than those be responsible for the indemnity under Section 8.04 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that 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 related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplementmodification or waiver described in the first proviso to Section 8.01(b) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.11, waiver 8.04(f) and 2.14 (subject to the requirements and limitations therein, including the requirements under Section 2.14(f) (it being understood that the documentation required under Section 2.14(f) shall be delivered solely to the participating Lender)) 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) shall be subject to the provisions of Section 2.18 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 2.11 or modification 2.14, with respect to this Agreementany participation, than its participating Lender 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. 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 2.18 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.05 as though it were a Lender; provided that such Participant shall be subject to Section 2.15 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as 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 related interest) of each Participant’s interest in the Advances or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any amendmentobligation 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, supplementloans, waiver letters of credit or modification described 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, letter of credit or other obligation is in registered form under Section 11.1(b)(i)5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and 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 4 contracts

Samples: Credit Agreement (Hexcel Corp /De/), Credit Agreement (Hexcel Corp /De/), Credit Agreement (Hexcel Corp /De/)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to one any Person (other than a natural person or more Persons the Parent Borrower or any of the Parent Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Credit Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Credit Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunder, and Seller(iii) the Borrowers, the ServicerAgents, the Conduit Purchasers, the Managing Agents Lenders and the Collateral Agent L/C Issuers shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Credit Agreement. No Each Lender, acting solely for this purpose as a non-fiduciary agent of the Borrowers, shall maintain a register for the recordation of the names and addresses of such Participants and the rights, interests or obligations of such Participants in any Obligation, in any Commitment and in any right to receive any principal, interest and other payments thereunder (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error and the Borrowers and 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; provided that no Lender shall have rights greater than those the obligation to disclose all or a portion of the related Committed Purchaser. Each Committed Purchaser agrees 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 Credit Document) to any Person except to the extent that such disclosure is necessary in connection with a Tax audit or other proceeding to establish that any loans are in registered form for U.S. federal income Tax purposes under Section 5f.103-1(c) of the United States Treasury Regulations and Section 1.163-5(b) of the proposed United States Treasury Regulations. Any agreement between or instrument pursuant to which a Lender sells such Committed Purchaser and any a participation shall provide that such Participant in respect of such participating interest Lender shall not restrict such Committed Purchaser’s 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, supplement, waiver or modification to this Agreement, except for any amendment, supplement, waiver or other modification described in Section 11.1(b)(i11.01(a)(iv) or (v) or, to the extent the Participant is affected thereby, Section 11.01(b)(i), (ii) or (iii). Subject to subsection (e) of this Section 11.06, each Participant (i) shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the requirements and limitations of such Sections including the requirements under Section 3.01(e) (it being understood that the documentation required under Section 3.01(e) shall be delivered solely to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 11.06 and (ii) shall be subject to Sections 3.06 and 11.13(a) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 11.06. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender; provided such Participant agrees to be subject to Section 2.12 as though it were a Lender.

Appears in 4 contracts

Samples: Credit Agreement (Live Nation Entertainment, Inc.), Credit Agreement (Live Nation Entertainment, Inc.), Credit Agreement (Live Nation Entertainment, Inc.)

Participations. Any Committed Purchaser Lender may, in without the ordinary course consent of its business at the Borrower, the Agent or any time Issuer, sell participations to one or more Persons banks or other entities (each a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement and the other Loan Documents shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its obligations hereundersuch obligations, (iii) such Lender shall remain the holder of any applicable Note for all purposes under the Loan Documents, (iv) all amounts payable by the Borrower under this Agreement shall be determined as if such Lender had not sold participating interests and Seller(v) the Borrower, the ServicerAgent, the Conduit Purchasers, the Managing Agents Issuer and the Collateral Agent other Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant Any agreement or instrument pursuant to which a Lender sells such a participation shall have rights greater than those provide that 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 related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplementmodification or waiver that (1) forgives principal, waiver interest or modification fees (other than Agent’s fees) or reduces the interest rate (other than Agent’s fees) of such Lender, in each case with respect to this AgreementLoans or other Obligations in which such Participant has an interest, except (2) increases or extends the Commitments in which such Participant has an interest, (3) postpones the final maturity of the Facility or any date fixed for any amendmentregularly scheduled payment of principal of, supplementor interest or fees (other than Agent’s fees) or (4) releases all or substantially all of the value of the guarantees provided by the Guarantors or all or substantially all of the Collateral. Each Lender that sells a participation shall, waiver acting solely for this purpose as 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 Loans or modification described 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, letter of credit or other obligation is in registered form under Section 11.1(b)(i)5f.103-1(c) of the U.S. Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and 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 4 contracts

Samples: Credit Agreement (Beazer Homes Usa Inc), Second Amended and Restated Credit Agreement (Beazer Homes Usa Inc), Credit Agreement (Beazer Homes Usa Inc)

Participations. Any Committed Purchaser Lender may, in without the ordinary course of its business at any time consent of, or notice to, Company or Administrative Agent, sell participations to one or more Persons (each other than a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers natural Person or Company or any other interest of its Affiliates) in all or a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement; provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunderand (iii) Company, Administrative Agent and Seller, the Servicer, the Conduit Purchasers, the Managing Agents and the Collateral Agent Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant Any agreement or instrument pursuant to which a Lender sells such a participation shall have rights greater than those provide that 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 related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplementmodification or waiver directly affecting (i) subsection 2.4A(iii) or the extension of the scheduled final maturity date of any Loan allocated to such participation or (ii) a reduction of the principal amount of or the rate of interest payable on any Loan allocated to such participation. Subject to the further provisions of this subsection 10.1C, waiver or modification Company agrees that each Participant shall be entitled to this Agreementthe benefits of subsections 2.6D and 2.7 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection 10.1B. To the extent permitted by law, except each Participant also shall be entitled to the benefits of subsection 10.4 as though it were a Lender, provided such Participant agrees to be subject to subsection 10.5 as though it were a Lender. A Participant shall not be entitled to receive any greater payment under subsections 2.6D and 2.7A 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 Company’s prior written consent. No Participant shall be entitled to the benefits of subsection 2.7 unless Company is notified of the participation sold to such Participant and such Participant agrees, for any amendmentthe benefit of Company, supplement, waiver or modification described in Section 11.1(b)(i)to comply with subsection 2.7B(iv) as though it were a Lender.

Appears in 4 contracts

Samples: Credit Agreement (Ameriprise Financial Inc), Credit Agreement (Ameriprise Financial Inc), Credit Agreement (Ameriprise Financial Inc)

Participations. Any Committed Purchaser may, in the ordinary course of its business The Lender may at any time time, without the consent of, or notice to, any Borrower, sell participations to one any Person (other than a natural person or more Persons the Company or any of the Company’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share all or a portion of the Purchaser Interests of the Committed Purchasers or any other interest of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment and/or the outstanding Letters of Credit and/or the Loans and/or the reimbursement obligations in respect of Letters of Credit); provided that (i) the Lender’s obligations under this Agreement shall remain unchanged, such Committed Purchaser (ii) the Lender shall remain solely responsible to the Borrower for the performance of its such obligations hereunder, and Seller, (iii) the Servicer, the Conduit Purchasers, the Managing Agents and the Collateral Agent Borrower shall continue to deal solely and directly with such Committed Purchaser the Lender in connection with such Committed Purchaserthe Lender’s rights and obligations under this Agreement. No Participant Any agreement or instrument pursuant to which the Lender sells such a participation shall have rights greater than those 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; provided that such agreement or instrument may provide that the Lender will not, without the consent of the related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplement, waiver or other modification that would (i) postpone any date upon which any payment of money is scheduled to be made to such Participant, (ii) reduce the principal, interest, fees or other amounts payable to such Participant (provided, however, that the Lender may, without the consent of the Participant, (A) amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or Letter of Credit reimbursement obligation or to reduce any fee payable hereunder and (B) waive the right to be paid interest at the Default Rate), or (iii) release the Parent from the Guaranty. Subject to subsection (d) of this AgreementSection, except for any amendmentthe Company agrees that each Participant shall be entitled to the benefits of Sections 3.01, supplement3.04 and 3.05 to the same extent as if it were the Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, waiver or modification described in each Participant also shall be entitled to the benefits of Section 11.1(b)(i)10.08 as though it were the Lender.

Appears in 4 contracts

Samples: Credit Agreement (Sims Metal Management LTD), Credit Agreement (Sims Metal Management LTD), Credit Agreement (Sims Metal Management LTD)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural person (or more Persons 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 Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitments and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunder, and Seller(iii) the Borrower, the Servicer, the Conduit Purchasers, the Managing Agents Administrative Agent and the Collateral Agent Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant Any agreement or instrument pursuant to which a Lender sells such a participation shall have rights greater than those of provide that such Lender shall retain the related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s sole right to agree enforce this Agreement and to approve any amendment, supplement, modification or waiver or modification to 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 (w) increase such Lender’s Commitment, (x) extend the date fixed for the payment of principal on the Loans or portions thereof owing to such Lender, (y) reduce the rate at which interest is payable thereon (other than with respect to a waiver of implementation of interest at the Post-Default Rate) or (z) release all or substantially all of the Guarantors from their Obligations under the Guaranty except as contemplated by Section 8.14(b) (but, for the avoidance of doubt, not including amendments or waivers of requirements to join additional Guarantors), in each case, as applicable to that portion of such Lender’s rights and/or obligations that are subject to the participation. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.10, 5.1 and 5.4 (subject to the requirements and limitations therein, including the requirements under Section 3.10(g) (it being understood that the documentation required under Section 3.10(g) shall be delivered to the participating Lender)) 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 Section 5.6 as if it were an assignee under subsection (b) of this Section; and (B) shall not be entitled to receive any greater payment under Section 5.1 or 3.10, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Regulatory Change that occurs after the Participant 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 5.6 with respect to any Participant. To the extent permitted by Applicable Law, each Participant also shall be entitled to the benefits of Section 13.3 as though it were a Lender; provided that such Participant agrees to be subject to Section 3.3 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as 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 Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any amendmentobligation 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, supplementloans 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, waiver loan or modification described other obligation is in registered form under Section 11.1(b)(i)5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and 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

Samples: Term Loan Agreement (Realty Income Corp), Term Loan Agreement (Spirit Realty Capital, Inc.), Term Loan Agreement (Spirit Realty Capital, Inc.)

Participations. Any Committed Purchaser mayLender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person or the Borrower or any of the Borrower’s Affiliates (except for any Affiliate of Berkshire Hathaway not controlled directly or indirectly by the Borrower that is a commercial lender acquiring participations under this Agreement in the ordinary course of its business at any time sell to one business) or more Persons Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its obligations hereundersuch obligations, and Seller(iii) the Borrower, the Servicer, the Conduit Purchasers, the Managing Agents Administrative Agent and the Collateral Agent Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant For the avoidance of doubt, each Lender shall have rights greater than those be responsible for the indemnity under Section 7.07 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that 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 related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplement, modification or waiver or modification to this Agreement, except for any amendment, supplement, waiver or modification described in Section 11.1(b)(i8.01 requiring the consent of each Lender directly affected thereby that directly affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.18 and 8.04(c) (subject to the requirements and limitations therein, including the requirements under Section 2.18(g) (it being understood that the documentation required under Section 2.18(g) shall be delivered to the participating Lender or the applicable Withholding Agent to the extent required by Applicable Law)) 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 Section 2.20 as if it were an assignee under subsection (b) of this Section; and (B) shall not be entitled to receive any greater payment under Section 2.15 or 2.18, with respect to any participation, than its participating Lender would have been entitled to receive. 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 2.20(b) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.05 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.19 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as 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 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 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 or to comply with other requirements under applicable tax law. The entries in the Participant Register shall be conclusive absent manifest error, and 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

Samples: Credit Agreement (Midamerican Energy Co), 364 Day Credit Agreement (Midamerican Funding LLC), 364 Day Credit Agreement (Midamerican Funding LLC)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural Person, a holding company, investment vehicle or more Persons trust established for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its obligations hereundersuch obligations, and Seller(iii) the Borrower, the ServicerAdministrative Agent, the Conduit Purchasers, the Managing Agents Issuing Lender and the Collateral Agent other Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserXxxxxx’s rights and obligations under this Agreement. No Participant For the avoidance of doubt, each Lender shall have rights greater than those be responsible for the indemnities under Sections 2.20(e) and 9.7 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that 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 related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplement, modification or waiver or modification to this Agreement, except which affects such Participant and for any amendment, supplement, waiver or modification which the consent of such Lender is required (as described in Section 11.1(b)(i10.1). The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.19, 2.20 and 2.21 (subject to the requirements and limitations therein, including the requirements under Section 2.20(f) (it being understood that the documentation required under Section 2.20(f) shall be delivered by such Participant to the Lender granting such participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.6(b); provided that such Participant (A) agrees to be subject to the provisions of Sections 2.23 as if it were an assignee under Section 10.6(b); and (B) shall not be entitled to receive any greater payment under Sections 2.19 or 2.20, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in any Requirement of Law that occurs after the Participant 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 2.23 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.7 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.18(k) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as 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 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, 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 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

Samples: Credit Agreement (Appian Corp), Credit Agreement (Appian Corp), Credit Agreement (Appian Corp)

Participations. Any Committed Purchaser may, Lender may (in the ordinary course case of its business at any time a participation in a Revolving Commitment, with the consent of the Borrower (such consent not to be unreasonably withheld)) sell participations to one or more Persons banks or other entities (each a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Loans and LC Disbursements owing to it); provided, that the Borrower shall be deemed to have consented to any such sale unless it shall object thereto by written notice to such Lender (with copy to the Administrative Agent) within 5 Business Days after having received written notice thereof; provided further that (i) such Lender’s obligations under this Agreement and the other Loan Documents shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its obligations hereundersuch obligations, and Seller(iii) the Borrower, the ServicerAdministrative Agent, the Conduit Purchasers, the Managing Agents Issuing Bank and the Collateral Agent other Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant shall have rights greater than those Agreement and the other Loan Documents and (iv) no consent of the related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser Borrower shall be required for (A) a participation to a Lender, an Affiliate of a Lender, or, if an Event of Default has occurred and any is continuing or (B) if such Participant in respect does not have the right to receive any non-public information that may be provided pursuant to this Agreement and the Lender selling such participation agrees with the Borrower at the time of the sale of such participating interest participation that it will not deliver any non-public information to the Participant. Any agreement or instrument pursuant to which a Lender sells such a participation shall not restrict provide that such Committed Purchaser’s 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 Agreement 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, supplement, modification or waiver or modification to this Agreement, except for any amendment, supplement, waiver or modification described in the first proviso to Section 11.1(b)(i9.02(b) that affects such Participant. Subject to paragraph (f) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.14, 2.15 and 2.16 (subject to the requirements and limitations of such Sections, including Section 2.16(e)) 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 any documentation required to be provided under Section 2.16(e) shall be provided solely to the participating Lender). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant shall be subject to Section 2.17(d) as though it were a Lender hereunder. Each Lender that sells a participation shall, acting solely for this purpose as 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 interest amounts) of each Participant’s interest in the Commitments 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 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 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

Samples: Senior Secured Credit Agreement (FS Energy & Power Fund), Amendment No. 1 and Waiver (FS Energy & Power Fund), Senior Secured Credit Agreement (FS Energy & Power Fund)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural Person or more Persons the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunder, and Seller(iii) the Parent, the ServicerBorrower, the Conduit PurchasersAdministrative Agent, the Managing Agents Issuing Banks and the Collateral Agent Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant Any agreement or instrument pursuant to which a Lender sells such a participation shall have rights greater than those of provide that such Lender shall retain the related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s sole right to agree enforce this Agreement and to approve any amendment, supplement, modification or waiver or modification to 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 (w) increase such Lender’s Commitment, (x) extend the date fixed for the payment of principal on the Loans or portions thereof owing to such Lender, (y) reduce the rate at which interest is payable thereon or (z) release any Guarantor from its Obligations under the Guaranty except as contemplated by Section 8.13.(b), in each case, as applicable to that portion of such Lender’s rights and/or obligations that are subject to the participation. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.10., 5.1., 5.4. (subject to the requirements and limitations therein, including the requirements under Section 3.10.(g) (it being understood that the documentation required under Section 3.10.(g) shall be delivered to the participating Lender)) 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 Section 5.6. as if it were an assignee under subsection (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 5.1. or 3.10., with respect to any participation, than its participating Lender would have been entitled to receive. 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 5.6. with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 13.3. as though it were a Lender; provided that such Participant agrees to be subject to Section 3.3. as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as 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 Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any amendmentobligation 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, supplementloans, waiver letters of credit or modification described 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, letter of credit or other obligation is in registered form under Section 11.1(b)(i)5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and 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

Samples: Credit Agreement (Sunstone Hotel Investors, Inc.), Credit Agreement (Sunstone Hotel Investors, Inc.), Credit Agreement (Sunstone Hotel Investors, Inc.)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural Person or more Persons the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunder, and Seller(iii) the Borrower, the ServicerAdministrative Agent, the Conduit Purchasers, the Managing Agents and the Collateral Agent and the other Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant For the avoidance of doubt, each Lender shall have rights greater than those be responsible for the indemnity under Section 9.05(c) with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that 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 related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplementmodification or waiver with respect to the following: decreasing any fees payable to such Participant hereunder or the amount of principal of or the rate at which interest is payable on the Loans in which such Participant has an interest, waiver or modification extending any scheduled principal payment date or date fixed for the payment of interest on the Loans in which such Participant has an interest, increasing or extending the Commitments in which such Participant has an interest or releasing Guarantors (other than in connection with the sale of any Guarantor in a transaction permitted by Section 6.05) or all or substantially all of the Collateral). The Borrower agrees that each Participant shall be entitled to this Agreementthe benefits of Sections 2.14, 2.15, 2.16 and 2.20 (subject to the requirements and limitations therein, including the requirements under Section 2.20 (it being understood that the documentation required under Section 2.20(g) shall be delivered to the participating Lender))) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.04(b); provided that such Participant (A) agrees to be subject to the provisions of Sections 2.21 as if it were an assignee under Section 9.04(b)) and (B) shall not be entitled to receive any greater payment under Sections 2.14, 2.15, 2.16 or 2.20, with respect to any participation, than its participating Lender 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. 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 2.21 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.06 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.18 as though it were a Lender. 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 Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any amendmentobligation 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, supplementloans 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, waiver loan or modification described other obligation is in registered form under Section 11.1(b)(i)5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and 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

Samples: Credit Agreement (School Specialty Inc), Credit Agreement (School Specialty Inc), Credit Agreement (School Specialty Inc)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural Person, a Defaulting Lender, the Borrower or more Persons any of the Borrower’s Subsidiaries or Affiliates or any Disqualified Institution) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunder, and Seller(iii) the Borrower, the ServicerAdministrative Agent, the Conduit PurchasersIssuing Lender, the Managing Agents Swingline Lender and the Collateral Agent other Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant For the avoidance of doubt, each Lender shall have rights greater than those be responsible for the indemnity under Section 12.3(c) with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that 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 related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplement, waiver modification or modification to this Agreement, except for any amendment, supplement, waiver or modification described in Section 11.1(b)(i12.2(b), (c), (d) or (e) that directly and adversely affects such Participant and could not be effected by a vote of the Required Lenders. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 5.9, 5.10 and 5.11 (subject to the requirements and limitations therein, including the requirements under Section 5.11(g) (it being understood that the documentation required under Section 5.11(g) shall be delivered to the participating Lender)) 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 Section 5.12 as if it were an assignee under paragraph (b) of this Section (without duplication of any benefits that would otherwise be owed to the Lender with respect to the Loans subject to such participation); and (B) shall not be entitled to receive any greater payment under Sections 5.10 or 5.11, with respect to any participation, than its participating Lender would have been entitled to receive unless the participation was made with the Borrower’s prior written consent. 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 5.12(b) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.4 as though it were a Lender; provided that such Participant agrees to be subject to Section 5.6 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as 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 interest on) each Participant’s interest in the 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, 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 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

Samples: Credit Agreement (SYNAPTICS Inc), First Amendment and Lender Joinder Agreement (SYNAPTICS Inc), Credit Agreement (SYNAPTICS Inc)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural person or more Persons the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Credit Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Credit Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunder, and Seller(iii) the Borrower, the ServicerAdministrative Agent, the Conduit Purchasers, the Managing Agents Lenders and the Collateral Agent L/C Issuer shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Credit Agreement. No Participant shall have rights greater than those Each Lender, acting solely for this purpose as a non-fiduciary agent of the related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser Borrower, shall maintain a register for the recordation of the names and any such Participant in respect addresses of such participating interest shall not restrict Participants and the rights, interests or obligations of such Committed Purchaser’s Participants in any Obligation, in any Commitment and in any right to receive any principal, interest and other payments thereunder (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error and 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. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that 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, supplement, waiver or modification to this Agreement, except for any amendment, supplement, waiver or other modification described in Section 11.1(b)(i11.01(a)(iv) or (v) or, to the extent the Participant is affected thereby, Section 11.01(b)(i), (ii) or (iii). Subject to subsection (e) of this Section, each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.12 as though it were a Lender.

Appears in 3 contracts

Samples: Credit Agreement (Live Nation, Inc.), Credit Agreement (Ticketmaster Entertainment, Inc.), Credit Agreement (Ticketmaster)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to one any Person (other than a natural person, a Defaulting Lender or more Persons the Company or any of the Company’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s Alternative Currency Risk Participations and its participations in L/C-BA Obligations, Swing Line Loans and/or Swing Line Euro Tranche Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its obligations hereundersuch obligations, and Seller(iii) the Loan Parties, the ServicerAdministrative Agent, the Conduit Purchasers, the Managing Agents Lenders and the Collateral Agent L/C Issuers shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this AgreementAgreement and the other Loan Documents and (iv) the granting of such participation shall not require that any cost or expense of any kind at any time be borne by the Company or any Subsidiary thereof and shall not result in any increase in any payment of any kind to be made by the Company or any Subsidiary under any Loan Document unless the Company expressly agrees in writing to bear such cost, expense or increase in payment in connection with the relevant participation. No Participant Any agreement or instrument pursuant to which a Lender sells such a participation shall have rights greater than those provide that 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 Agreement and the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplement, waiver or modification to this Agreement, except for any amendment, supplement, waiver or other modification described in clause (ii) of the first proviso to subsection 11.1(a) that directly affects such Participant (it being understood that (i) any vote to rescind any acceleration made pursuant to Section 11.1(b)(i9 of amounts owing with respect to the Loans and other Obligations and (ii) any modifications of the provisions relating to amounts, timing or application of prepayments of Loans and other Obligations shall not require the approval of such Participant). Subject to subsection 11.6(e), each Borrower agrees that each Participant shall be entitled to the benefits of subsections 4.8, 4.9 and 4.10 (subject to the requirements of those sections, including timely delivery of forms pursuant to subsection 4.9) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection 11.6(b). Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, 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 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, 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 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

Samples: Credit Agreement (Graphic Packaging Holding Co), Credit Agreement (Graphic Packaging International, LLC), Credit Agreement (Graphic Packaging International, LLC)

Participations. Any Committed Purchaser Lender may, in without the ordinary course of its business at any time consent of, or notice to, Company or Administrative Agent, sell participations to one or more Persons (each other than a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers natural Person or Company or any other interest of its Affiliates) in all or a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement; provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunderand (iii) Company, Administrative Agent and Seller, the Servicer, the Conduit Purchasers, the Managing Agents and the Collateral Agent Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant Any agreement or instrument pursuant to which a Lender sells such a participation shall have rights greater than those provide that 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 related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplementmodification or waiver directly affecting (i) the extension of the scheduled final maturity date of any Loan allocated to such participation or (ii) a reduction of the principal amount of or the rate of interest payable on any Loan allocated to such participation. Subject to the further provisions of this subsection 10.1C, waiver or modification Company agrees that each Participant shall be entitled to this Agreementthe benefits of subsections 2.6D and 2.7 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection 10.1B. To the extent permitted by law, except each Participant also shall be entitled to the benefits of subsection 10.4 as though it were a Lender, provided such Participant agrees to be subject to subsection 10.5 as though it were a Lender. A Participant shall not be entitled to receive any greater payment under subsections 2.6D and 2.7 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 Company’s prior written consent. A Participant shall not be entitled to the benefits of subsection 2.7 unless Company is notified of the participation sold to such Participant and such Participant agrees, for any amendmentthe benefit of Company, supplement, waiver or modification described in Section 11.1(b)(i)to comply with subsection 2.7B(iii) as though it were a Lender.

Appears in 3 contracts

Samples: Credit Agreement (FTD Group, Inc.), Credit Agreement (FTD Inc), Credit Agreement (FTD Group, Inc.)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural Person or more Persons the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Revolving Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunder, and Seller(iii) the Borrower, the ServicerAdministrative Agent, the Conduit Purchasers, the Managing Agents Issuing Banks and the Collateral Agent Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant Any agreement or instrument pursuant to which a Lender sells such a participation shall have rights greater than those of provide that such Lender shall retain the related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s sole right to agree enforce this Agreement and to approve any amendment, supplement, modification or waiver or modification to 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 (w) increase such Lender’s Commitment, (x) extend the date fixed for the payment of principal on the Loans or portions thereof owing to such Lender, (y) reduce the rate at which interest is payable thereon or (z) release any Guarantor from its Obligations under the Guaranty except as contemplated by Section 8.14(b), in each case, as applicable to that portion of such Lender’s rights and/or obligations that are subject to the participation. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.10, 5.1, 5.4 (subject to the requirements and limitations therein, including the requirements under Section 3.10(g) (it being understood that the documentation required under Section 3.10(g) shall be delivered to the participating Lender)) 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 Section 5.6 as if it were an assignee under subsection (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 5.1 or 3.10, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Regulatory Change that occurs after the Participant 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 5.6 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 13.3 as though it were a Lender; provided that such Participant agrees to be subject to Section 3.3 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as 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 Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any amendmentobligation 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, supplementloans, waiver letters of credit or modification described 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, letter of credit or other obligation is in registered form under Section 11.1(b)(i)5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and 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 the Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Appears in 3 contracts

Samples: Credit Agreement (Tier Reit Inc), Credit Agreement (Tier Reit Inc), Credit Agreement (Tier Reit Inc)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to one any Person (other than a natural person, a Defaulting Lender or more Persons the Company or any of the Company’s Affiliates) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and 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) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunder, and Seller(iii) the Borrowers, the ServicerAdministrative Agent, the Conduit Purchasers, the Managing Agents Lenders and the Collateral Agent Issuing Banks shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant Any agreement or instrument pursuant to which a Lender sells such a participation shall have rights greater than those provide that 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 related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplement, waiver or other modification described in clauses (ii)(A), (B) or (C) of Section 12.12(a) that affects such Participant. Subject to subsection (e) of this Section, the Borrowers agree that each Participant shall be entitled to the benefits of Section 10.3 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. A Participant shall not be entitled to receive any greater payment under Section 10.3 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant. A Participant that would be a foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.12 unless the Company is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Company, to comply with Section 2.12 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as 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 Loans or other obligations under this Agreement (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, or its other obligations under any Loan Document) except each Lender that sells a participation shall make a copy of the Participant Register available for the Borrower and the Administrative Agent 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 Borrower, the Lenders and the Administrative Agent shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement, except for notwithstanding any amendment, supplement, waiver or modification described in Section 11.1(b)(i)notice to the contrary.

Appears in 3 contracts

Samples: Multicurrency Revolving Credit Agreement (American Tower Corp /Ma/), Multicurrency Revolving Credit Agreement (American Tower Corp /Ma/), Loan Agreement (American Tower Corp /Ma/)

Participations. Any Committed (i) Except as otherwise specifically provided herein, any Purchaser may, in the ordinary course of its business at any time may sell to one or more Persons (each a “Participant”) participating interests in its Pro Rata Share the interests of such Purchaser hereunder; provided, that no Purchaser shall grant any participation under which the Purchaser Interests Participant shall have rights to approve any amendment to or waiver of the Committed Purchasers this Agreement or any other interest of such Committed Purchaser hereunderTransaction Document. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed Purchaser’s rights and obligations under this Agreement shall remain unchanged, such Committed Such Purchaser shall remain solely responsible for the performance of performing its obligations hereunder, and the Seller, the Servicer, the Conduit Purchasers, the Managing Agents each Purchaser Agent and the Collateral Agent Administrator shall continue to deal solely and directly with such Committed Purchaser in connection with such Committed Purchaser’s rights and obligations under this Agreementhereunder. No Participant shall have rights greater than those of the related Committed Purchaser. Each Committed A Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not agree with a Participant to restrict such Committed Purchaser’s right to agree to any amendment, supplement, waiver or modification hereto, except amendments, waivers or modifications that require the consent of all Purchasers. (ii) Notwithstanding anything contained in paragraph (a) or clause (i) of paragraph (b) of this Section 5.3, each of the LC Bank and each LC Participant may sell participations in all or any part of any Funded Purchase made by such LC Participant to another bank or other entity so long as (x) no such grant of a participation shall, without the consent of the Seller, require the Seller to file a registration statement with the SEC and (y) no holder of any such participation shall be entitled to require such LC Participant to take or omit to take any action hereunder except that such LC Participant may agree with such participant that, without such Participant’s consent, such LC Participant will not consent to an amendment, modification or waiver that requires the consent of all LC Participants. Any such Participant shall not have any rights hereunder or under the Transaction Documents. (iii) Each Purchaser that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Seller, maintain a register on which it enters the name and address of each Participant and the interest in a Purchased Interest (and Discount, fees and other similar amounts under this Agreement) of each Participant’s interest in a Purchased Interest or other obligations under the Transaction Documents (the “Participant Register”); provided that no 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 a Purchased Interest) to any Person except to the extent that such disclosure is necessary to establish that a Purchased Interest 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, except and 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 amendmentnotice to the contrary. For the avoidance of doubt, supplement, waiver or modification described the Administrator (in Section 11.1(b)(i)its capacity as Administrator) shall have no responsibility for maintaining a Participant Register.

Appears in 3 contracts

Samples: Receivables Purchase Agreement (Core Natural Resources, Inc.), Receivables Purchase Agreement (Arch Coal Inc), Receivables Purchase Agreement (Arch Coal Inc)

Participations. Any Committed (i) Except as otherwise specifically provided herein, any Purchaser may, in the ordinary course of its business at any time may sell to one or more Persons (each a “Participant”) participating interests in its Pro Rata Share the interests of such Purchaser hereunder; provided, that (x) no Purchaser shall grant any participation under which the Purchaser Interests Participant shall have rights to approve any amendment to or waiver of the Committed Purchasers this Agreement or any other interest of such Committed Transaction Document, (y) the selling Purchaser hereunder. The selling Committed Purchaser will consult with shall maintain a register containing the Seller regarding the suitability name and address of each Participant prior and its interest (and stated interest owed) in the Commitment of the selling Purchaser and (z) the selling Purchaser shall obtain the forms required under Section 1.9(e) from the Participant and promptly deliver copies of same to the effectiveness of any participation pursuant to this Section 11.2 andSeller, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate Servicer and the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed Purchaser’s rights and obligations under this Agreement shall remain unchanged, such Committed Administrator Such Purchaser shall remain solely responsible for the performance of performing its obligations hereunder, and the Seller, the Servicer, the Conduit Purchasers, the Managing Agents each Purchaser Agent and the Collateral Agent Administrator shall continue to deal solely and directly with such Committed Purchaser in connection with such Committed Purchaser’s rights and obligations under this Agreementhereunder. No Participant shall have rights greater than those of the related Committed Purchaser. Each Committed A Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not agree with a Participant to restrict such Committed Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers. (ii) Notwithstanding anything contained in clause (a) or clause(b)(i) of this Section 6.3, each of the LC Bank and each LC Participant may sell participations in all or any part of any Funded Purchase made by such LC Participant to another bank or other entity so long as (x) no such grant of a participation shall, without the consent of the Seller, require the Seller to file a registration statement with the SEC and (y) no holder of any such participation shall be entitled to require such LC Participant to take or omit to take any action hereunder except that such LC Participant may agree with such participant that, without such Participant’s consent, such LC Participant will not consent to an amendment, supplement, modification or waiver which requires the consent of all Purchasers. Any such Participant shall not have any rights hereunder or modification to this Agreement, except for any amendment, supplement, waiver or modification described in Section 11.1(b)(i)under the Transaction Documents.

Appears in 3 contracts

Samples: Receivables Purchase Agreement (Targa Resources Corp.), Receivables Purchase Agreement (Targa Resources Partners LP), Receivables Purchase Agreement (Targa Resources Partners LP)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrower or the Disbursing Agent, sell participations to one any Person (other than a natural Person, or more Persons a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, the Borrower or any of the Borrower’s Affiliates or Subsidiaries or a Disqualified Lender) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunder, and Seller(iii) the Borrower, the Servicer, the Conduit Purchasers, the Managing Agents and the Collateral Agent Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant For the avoidance of doubt, each Lender shall have rights greater than those be responsible for the indemnity under Section 9.05(c) with respect to any payments made by such Lender to its Participants. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that 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 related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplementmodification or waiver described in clauses (i), waiver (ii) and (v), of the proviso to Section 9.01(a) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Section 2.15, Section 2.16 and Section 2.17 (subject to the requirements and limitations therein, including the requirements in Section 2.16(g) (it being understood that the documentation required under Section 2.16(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.06(b); provided that such Participant (A) agrees to be subject to the provisions of Section 2.19 as if it were an assignee under Section 9.06(b); and (B) shall not be entitled to receive any greater payment under Section 2.15 or modification Section 2.16 with respect to this Agreementany participation than its participating Lender 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. 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(a) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.07(b) as though it were a Lender; provided that such Participant agrees to be subject to Section 9.07(a) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as 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 Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any amendmentobligation 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, supplementloans, waiver letters of credit or modification described 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, letter of credit or other obligation is in registered form under Section 11.1(b)(i)5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and 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 Disbursing Agent (in its capacity as Disbursing Agent) shall have no responsibility for maintaining a Participant Register.

Appears in 3 contracts

Samples: Credit Agreement (Pacific Investment Management Co LLC), Credit Agreement (FreightCar America, Inc.), Credit Agreement (FreightCar America, Inc.)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural person or more Persons the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunder, and Seller(iii) the Borrower, the Servicer, the Conduit Purchasers, the Managing Agents Administrative Agent and the Collateral Agent Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant Any agreement or instrument pursuant to which a Lender sells such a participation shall have rights greater than those of provide that such Lender shall retain the related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s sole right to agree enforce this Agreement and to approve any amendment, supplement, modification or waiver or modification to 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 (w) increase such Lender’s Commitment, (x) extend the date fixed for the payment of principal on the Loans or portions thereof owing to such Lender, (y) reduce the rate at which interest is payable thereon or (z) release any Guarantor from its Obligations under the Guaranty (except as otherwise permitted under Section 7.12.(c)) in each case, as applicable to that portion of such Lender’s rights and/or obligations that are subject to the participation. Subject to the immediately following subsection (e), the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.12., 4.1., 4.4. to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by Applicable Law, each Participant also shall be entitled to the benefits of Section 12.3. as though it were a Lender, provided such Participant agrees to be subject to Section 3.3. as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as 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 Loans or other obligations under the Loan Documents (and is maintained in accordance with Sections 5f. 103-1(c) and 1.871-14(c)(1)(i) of the United States Treasury Regulations) (the “Participant Register”); provided that no Lender shall have any amendmentobligation 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, supplementloans 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, waiver loan, letter of credit or modification described other obligation is in Section 11.1(b)(i)registered form under Sections 5f.103-1(c) and 1.871-14(c)(1)(i) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and 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

Samples: Term Loan Agreement (Corporate Office Properties, L.P.), Term Loan Agreement (Corporate Office Properties, L.P.), Term Loan Agreement (Corporate Office Properties, L.P.)

Participations. Any Committed Purchaser mayUpon the consent of Agent and, in the ordinary course absence of an Event of Default, Borrowers (such consent not to be unreasonably withheld), any Lender may grant participations in its business at extensions of credit hereunder to any time sell to one other Lender or more Persons other lending institution (each a “Participant”), provided that (i) participating interests no such participation shall be for an amount of less than $5,000,000 or any integral multiple of $1,000,000 in its Pro Rata Share excess thereof (or, if less, the aggregate amount of the Purchaser Interests Loans and Loan Commitments of such Lender), (ii) no Participant shall thereby acquire any direct rights under this Agreement, (iii) no Participant shall be granted any right to consent to any amendment, except to the extent any of the Committed Purchasers same pertain to (1) reducing the aggregate principal amount of, or interest rate on, or fees applicable to, any Loan or (2) extending the final stated maturity of any Loan or the stated maturity of any portion of any payment of principal of, or interest or fees applicable to, any of the Loans; provided, that the rights described in this subclause (2) shall not be deemed to include the right to consent to any amendment with respect to or which has the effect of requiring any mandatory prepayment of any portion of any Loan or any other interest of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness amendment or waiver of any participation pursuant to this Section 11.2 andDefault or Event of Default, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such (iv) no sale by a Committed Purchaser of a participating interest to a Participantparticipation in extensions of credit shall in any manner relieve the originating Lender of its obligations hereunder, such Committed Purchaser’s rights and obligations under this Agreement shall remain unchanged, such Committed Purchaser (v) the originating Lender shall remain solely responsible for the performance of its obligations hereundersuch obligations, (vi) Borrowers and Seller, the Servicer, the Conduit Purchasers, the Managing Agents and the Collateral Agent shall continue to deal solely and directly with such Committed Purchaser the originating Lender in connection with such Committed Purchaserthe originating Lender’s rights and obligations under this Agreement. No Participant Agreement and the other Loan Documents, (vii) in no event shall have rights greater than those any financial institution purchasing the participation grant a participation in its participation interest in the Loans without the prior written consent of Agent, and, in the related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser absence of a Default or an Event of Default, Borrowers, which consents shall not unreasonably be withheld and (viii) all amounts payable by Borrowers hereunder shall be determined as if the originating Lender had not sold any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to agree to any amendment, supplement, waiver or modification to this Agreement, except for any amendment, supplement, waiver or modification described in Section 11.1(b)(i)participation.

Appears in 3 contracts

Samples: Loan and Security Agreement (Neenah Foundry Co), Loan and Security Agreement (Neenah Foundry Co), Loan and Security Agreement (Neenah Foundry Co)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrowers 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 Persons natural persons, any Person previously identified in writing to the Administrative Agent or such Lender by the Lead Borrower as a competitor of a Loan Party or any Subsidiary or the or the Borrowers or any of the Borrowers’ Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and 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) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (iii) where such Committed Purchaser shall remain solely responsible for the performance of its rights and obligations hereunder, and Sellerrelate to a U.K. Facility, the ServicerParticipant is U.K. Qualifying Lender; (iv) the Borrowers, the Conduit PurchasersAdministrative Agent, the Managing Agents Lenders and the Collateral Agent L/C Issuer shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant shall have rights greater than those Agreement and (v) the consent of the related Committed PurchaserLead Borrower shall be required solely in connection with any Participation by a Defaulting Lender or any Lender that has breached its obligations hereunder or under any Loan Document. Each Committed Purchaser agrees Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any agreement between such Committed Purchaser amendment, modification or waiver of any provision of this Agreement and any such Participant in respect of such participating interest shall not restrict give the Participant any consent, notice or other rights with respect to such Committed Purchaser’s right to enforcement, amendments, modifications or waivers; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, supplement, waiver or modification to this Agreement, except for any amendment, supplement, waiver or other modification described in the first proviso to Section 11.1(b)(i11.01 (other than clauses (a) and (b) that affects such Participant and would require such Participant’s consent if such Participant were a Lender under the applicable Facility. Subject to subsection (e) of this Section, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.07 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 11.06(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. Notwithstanding the foregoing, each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrowers, maintain a “book entry” register (as described in the applicable United States federal income tax law and United States Treasury regulations) on which it records the name and address of the proposed Participant and the principal amounts (and stated interest) of each such proposed Participant’s interest in the Loans or other Obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation and as having “ownership of an interest” (as such term is defined in the applicable Treasury regulations) for all purposes of this Agreement notwithstanding any notice to the contrary. 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 or its other obligations under this Agreement) 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 or any successor United States Treasury Regulations, or is otherwise required thereunder.

Appears in 3 contracts

Samples: Credit Agreement (Novanta Inc), Credit Agreement (Novanta Inc), Credit Agreement (Novanta Inc)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural Person or more Persons the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its obligations hereundersuch obligations, and Seller(iii) the Borrower, the ServicerAdministrative Agent, the Conduit Purchasers, the Managing Agents Issuing Bank and the Collateral Agent Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant Any agreement or instrument pursuant to which a Lender sells such a participation shall have rights greater than those of provide that such Lender shall retain the related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s sole right to agree enforce this Agreement and to approve any amendment, supplement, modification or waiver or modification to 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 (w) increase such Lender’s Commitment, (x) extend the date fixed for the payment of principal on the Loans or portions thereof owing to such Lender, (y) reduce the rate at which interest is payable thereon or (z) release any Guarantor from its Obligations under the Guaranty except as contemplated in Section 4.6, in each case, as applicable to that portion of such Lender’s rights and/or obligations that are subject to the participation. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.10, 5.1, 5.4 (subject to the requirements and limitations therein, including the requirements under Section 3.10(g) (it being understood that the documentation required under Section 3.10(g) shall be delivered to the participating Lender)) 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 Section 5.6 as if it were an assignee under subsection (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 5.1 or 3.10, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Regulatory Change that occurs after the Participant 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 5.6 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 13.4 as though it were a Lender; provided that such Participant agrees to be subject to Section 3.3 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as 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 Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any amendmentobligation 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, supplementloans, waiver letters of credit or modification described 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, letter of credit or other obligation is in registered form under Section 11.1(b)(i)5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and 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 the Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Appears in 3 contracts

Samples: Credit Agreement (LGI Homes, Inc.), Credit Agreement (LGI Homes, Inc.), Credit Agreement (LGI Homes, Inc.)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrower or the Agent, sell participations to one any Person (other than a natural person or more Persons the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and/or the Advances (including such Lender’s participations in L/C Obligations) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its obligations hereundersuch obligations, and Seller(iii) the Borrower, the ServicerAgent, the Conduit Purchasers, the Managing Agents Lenders and the Collateral Agent Issuing Banks shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant Agreement and (iv) no participant under any such participation shall have rights greater than those any right to approve any amendment or waiver of any provision of this Agreement or any Note, or any consent to any departure by the Borrower therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, any Obligations or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, or postpone any date fixed for any payment of principal of, or interest on, any Obligations or any fees or other amounts payable hereunder, in each case to the extent subject to such participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that 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 related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplement, waiver or other modification addressing the matters set forth in clause (iv) above to the extent subject to such participation. Subject to subsection (e) of this AgreementSection, except for any amendmentthe Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.11, supplement2.14 and 8.04(e) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by Law, waiver or modification described in each Participant also shall be entitled to the benefits of Section 11.1(b)(i)8.05 as though it were a Lender, provided such Participant agrees to be subject to Section 2.15 as though it were a Lender.

Appears in 3 contracts

Samples: Credit Agreement (Pinnacle West Capital Corp), Credit Agreement (Pinnacle West Capital Corp), Credit Agreement (Pinnacle West Capital Corp)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural person, a Defaulting Lender or more Persons the Borrower or any of the Borrower’s Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Revolving Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its obligations hereundersuch obligations, and Seller(iii) the Borrower, the Servicer, the Conduit Purchasers, the Managing Agents Administrative Agent and the Collateral Agent Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No , and (iv) each Lender that sells a participation shall, acting solely for this purpose as 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 each Participant’s interest in the Revolving Loans and any other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have rights greater than those any obligation to disclose all or any portion of the related Committed PurchaserParticipant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, 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, or is otherwise required thereunder. Each Committed Purchaser agrees The entries in the Participant Register shall be conclusive absent manifest error, and the Borrower, the Lenders and the Administrative Agent 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 notice to the contrary. It is intended that any Revolving Loans or other obligations issued pursuant to this Agreement or any Loan Document shall be maintained at all times in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code, Treasury Regulation Section 5f.103-1(c) and the provisions of this Agreement shall be construed in accordance with this intention. Any agreement between or instrument pursuant to which a Lender sells such Committed Purchaser and any a participation shall provide that such Participant in respect of such participating interest Lender shall not restrict such Committed Purchaser’s 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, supplement, waiver or modification to this Agreement, except for any amendment, supplement, waiver or other modification described in the first proviso to Section 11.1(b)(i)10.01 that affects such Participant. 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 3.05 (subject to the requirements and limitations therein read as if a Participant was a Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.14 as though it were a Lender.

Appears in 3 contracts

Samples: Revolving Credit Agreement (TJX Companies Inc /De/), Revolving Credit Agreement (TJX Companies Inc /De/), 364 Day Revolving Credit Agreement (TJX Companies Inc /De/)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural person, a Defaulting Lender or more Persons the Company or any of the Company’s Affiliates) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and 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) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunder, and Seller(iii) the Borrower, the ServicerAdministrative Agent, the Conduit Purchasers, the Managing Agents Lenders and the Collateral Agent Issuing Banks shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant Any agreement or instrument pursuant to which a Lender sells such a participation shall have rights greater than those provide that 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 related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplement, waiver or other modification described in clauses (ii)(A), (B) or (C) of Section 12.12(a) that affects such Participant. Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Section 10.3 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. A Participant shall not be entitled to receive any greater payment under Section 10.3 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant. A Participant that would be a foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.12 unless the Company is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Company, to comply with Section 2.12 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as 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 Loans or other obligations under this Agreement (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, or its other obligations under any Loan Document) except each Lender that sells a participation shall make a copy of the Participant Register available for the Borrower and the Administrative Agent 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 Borrower, the Lenders and the Administrative Agent shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement, except for notwithstanding any amendment, supplement, waiver or modification described in Section 11.1(b)(i)notice to the contrary.

Appears in 3 contracts

Samples: Revolving Credit Agreement (American Tower Corp /Ma/), Revolving Credit Agreement (American Tower Corp /Ma/), Loan Agreement (American Tower Corp /Ma/)

Participations. Any Committed Purchaser Lender may, in without the ordinary course of its business at any time consent of, or notice to, Company or Administrative Agent, sell participations to one or more Persons (each other than a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers natural Person or Company or any other interest of its Affiliates) in all or a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement; provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunderand (iii) Company, Administrative Agent and Seller, the Servicer, the Conduit Purchasers, the Managing Agents and the Collateral Agent Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant Any agreement or instrument pursuant to which a Lender sells such a participation shall have rights greater than those provide that 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 related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplementmodification or waiver directly affecting (i) the extension of the regularly scheduled maturity of any portion of the principal amount of or interest on any Loan allocated to such participation or (ii) a reduction of the principal amount of or the rate of interest payable on any Loan allocated to such participation. Subject to the further provisions of this subsection 10.1C, waiver or modification Company agrees that each Participant shall be entitled to this Agreementthe benefits of subsections 2.6D and 2.7 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection 10.1B. To the extent permitted by law, except each Participant also shall be entitled to the benefits of subsection 10.4 as though it were a Lender, provided that such Participant agrees to be subject to subsection 10.5 as though it were a Lender. A Participant shall not be entitled to receive any greater payment under subsections 2.6D and 2.7 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 Company’s prior written consent. No Participant shall be entitled to the benefits of subsection 2.7 unless Company is notified of the participation sold to such Participant and such Participant agrees, for any amendmentthe benefit of Company, supplement, waiver or modification described in Section 11.1(b)(i)to comply with subsection 2.7B(iv) as though it were a Lender.

Appears in 2 contracts

Samples: Credit Agreement (Urs Corp /New/), Credit Agreement (Urs Corp /New/)

Participations. Any Committed (i) Except as otherwise specifically provided herein, any Purchaser may, in the ordinary course of its business at any time may sell to one or more Persons (including any Conduit) (each a “Participant”) participating interests in its Pro Rata Share the interests of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation under which the Purchaser Interests Participant shall have rights to approve any amendment to or waiver of the Committed Purchasers this Agreement or any other interest of such Committed Purchaser hereunderTransaction Document. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed Purchaser’s rights and obligations under this Agreement shall remain unchanged, such Committed Such Purchaser shall remain solely responsible for the performance of performing its obligations hereunder, and the Seller, the Servicer, the Conduit Purchasers, the Managing Agents Servicer and the Collateral Administrative Agent shall continue to deal solely and directly with such Committed Purchaser in connection with such Committed Purchaser’s rights and obligations under this Agreementhereunder. No Participant shall have rights greater than those of the related Committed Purchaser. Each Committed A Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not agree with a Participant to restrict such Committed Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers. (ii) Notwithstanding anything contained in clause (a) or subclause (b)(i) of this Section 6.3, each of the LC Bank and each Related Committed Purchaser may sell participations in all or any part of any Purchase made by such Related Committed Purchaser to a Participant so long as (i) no such grant of a participation shall, without the consent of the Seller, require the Seller to file a registration statement with the SEC and (ii) no holder of any such participation shall be entitled to require such Related Committed Purchaser to take or omit to take any action hereunder except that such Related Committed Purchaser may agree with such participant that, without such Participant’s consent, such Related Committed Purchaser will not consent to an amendment, supplementmodification or waiver referred to in clauses (A) through (H) of Section 6.1. Such Purchaser shall remain solely responsible for performing its obligations hereunder, waiver and the Seller, the Servicer and the Administrative Agent shall continue to deal solely and directly with such Purchaser in connection with such Purchaser’s rights and obligations hereunder. Any such Participant shall not have any rights hereunder or modification under the Transaction Documents except that such Participant shall have rights under Sections 1.7, 1.8, 1.9 and 1.10 hereunder as if it were a Related Committed Purchaser; provided that no such Participant shall be entitled to receive any payment pursuant to such sections which is greater in amount than the payment which the transferor Related Committed Purchaser would have otherwise been entitled to receive in respect of the participation interest so sold. In addition, any Purchaser may at any time pledge or assign a security interest in all or any portion of its rights (including, without limitation), rights to payment of Capital and Yield) under this AgreementAgreement to secure the obligations of such Purchaser to any Federal Reserve Bank, except in each case without notice to or consent of the Seller or the Administrative Agent; provided, that no such pledge or assignment shall release such Purchaser from any of its obligations hereunder or substitute any such pledge or assignee for any amendment, supplement, waiver or modification described in Section 11.1(b)(i)such Purchaser as a party hereto.

Appears in 2 contracts

Samples: Receivables Purchase Agreement and Purchase and Sale Agreement (Armstrong World Industries Inc), Receivables Purchase Agreement (Armstrong World Industries Inc)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural Person or more Persons the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its obligations hereundersuch obligations, and Seller(iii) the Borrower, the ServicerAdministrative Agent, the Conduit Purchasers, the Managing Agents Issuing Bank and the Collateral Agent Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant For the avoidance of doubt, each Lender shall have rights greater than those be responsible for the indemnity under Section 2.18(c) with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that 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 related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplementmodification or waiver decreasing any fees payable to such Participant hereunder or the amount of principal of or the rate at which interest is payable on the Loans in which such Participant has an interest, waiver extending any scheduled principal payment date or modification date fixed for the payment of interest on the Loans in which such Participant has an interest, increasing or extending the Commitments in which such Participant has an interest or releasing any Subsidiary Guarantor (other than in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.04) or all or substantially all of the Collateral. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.13(a) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this AgreementSection 9.03; provided that such Participant agrees to be subject to the provisions of Sections 2.13(b) and 2.13(c) as if it were an assignee under paragraph (b) of this Section 9.03. To the extent permitted by law, except each Participant also shall be entitled to the benefits of Section 9.05 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.17 as though it were a Lender. 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 Loans or other obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and 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 amendment, supplement, waiver or modification described in Section 11.1(b)(i)notice to the contrary.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Reliant Software, Inc.), Revolving Credit Agreement (Community Choice Financial Inc.)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural Person, or more Persons a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or any Loan Party or any of any Loan Party’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitments and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its obligations hereundersuch obligations, and Seller(iii) the Borrower, the ServicerAdministrative Agent, the Conduit Purchasers, the Managing Agents Issuing Lenders and the Collateral Agent other Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant For the avoidance of doubt, each Lender shall have rights greater than those be responsible for the indemnities under Sections 2.18(e) and 9.7 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that 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 related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplement, modification or waiver or modification to this Agreement, except which affects such Participant and for any amendment, supplement, waiver or modification which the consent of such Lender is required (as described in Section 11.1(b)(i10.1). The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.17, 2.18 and 2.19 (subject to the requirements and limitations therein, including the requirements under Section 2.18(f) (it being understood that the documentation required under Section 2.18(f) shall be delivered by such Participant to the Lender granting 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 Section 2.21 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 2.17 or 2.18, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in any Requirement of Law that occurs after the Participant 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 2.21 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.7 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.16(k) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as 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 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, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations and proposed Section 1.163-5(b) of the United States Treasury Regulations (or any amended or successor version). The entries in the Participant Register shall be conclusive absent manifest error, and 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

Samples: Credit Agreement (Digi International Inc), Credit Agreement (Digi International Inc)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural Person, or more Persons 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 Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunder, and Seller(iii) the Borrower, the ServicerAdministrative Agent, the Conduit Purchasers, the Managing Agents Issuing Banks and the Collateral Agent Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Except as otherwise provided in Section 13.4 or as otherwise expressly stated herein, no Participant shall have any rights greater than those of or benefits under this Agreement or any other Loan Document. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s sole right to agree enforce this Agreement and to approve any amendment, supplement, modification or waiver or modification to 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 (w) increase such Lender’s Revolving Credit Commitment, (x) extend the date on which any scheduled payment of principal on the Loans or portions thereof owing to such Lender is to be made, (y) reduce the rate at which interest is payable thereon (other than a waiver of default interest and changes in calculation of the Leverage Ratio that may indirectly affect pricing) or (z) release all or substantially all of the Guarantors from their obligations under the Guaranty (except as contemplated by Sections 8.14 or 8.15) or release the Parent Guarantor from its obligations under the Guaranty, in each case, as applicable to that portion of such Lender’s rights and/or obligations that are subject to the participation. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.10, 5.1, 5.4 (subject to the requirements and limitations therein, including the requirements under Section 3.10(g) (it being understood that the documentation required under Section 3.10(g) shall be delivered to the participating Lender)) 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 Section 3.9(h) or 5.6 as if it were an assignee under subsection (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 5.1 or 3.10, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Regulatory Change that occurs after the Participant 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 3.9(h) or 5.6 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 13.4 as though it were a Lender; provided that such Participant agrees to be subject to Section 3.3 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as 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 Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any amendmentobligation 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, supplementloans, waiver letters of credit or modification described 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, letter of credit or other obligation is in registered form under Section 11.1(b)(i)5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and 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

Samples: Credit Agreement (RLJ Lodging Trust), Credit Agreement (RLJ Lodging Trust)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural Person, a Disqualified Lender or more Persons 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 Affiliates or Subsidiaries; provided that such restriction shall not apply to any Lender on the Closing Date or an Affiliate or Approved Fund of such Lender to the extent such Person becomes an Affiliate of the Borrower or its Subsidiaries after the Closing Date) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided, (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its obligations hereundersuch obligations, and Seller(iii) the Borrower, the Servicer, the Conduit Purchasers, the Managing Agents Administrative Agent and the Collateral Agent Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant For the avoidance of doubt, each Lender shall have rights greater than those be responsible for the indemnity under Section 10.3(b) with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that 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, such agreement or instrument may provide that such Lender will not, without the consent of the related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplementmodification or waiver described in Section 10.5(b) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.16 and 2.17 (subject to the requirements and limitations of such sections) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause (b) of this Section (it being understood that the documentation required under Section 2.17(g) shall be delivered solely to the participating Lender); provided, waiver such Participant shall be subject to the provisions of Section 2.18 and Section 2.19 as if it were an assignee under Section 10.6(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.4 as though it were a Lender; provided, such Participant shall be subject to Section 2.17 as though it were a Lender. Each Lender that sells a participation pursuant to this Section shall maintain a register on which it records the name and address of each Participant and the principal amounts of each Participant’s participation interest with respect to the Loans and the Commitments (each, a “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of a participation with respect to such Loans or modification to Commitments for all purposes under this Agreement, except notwithstanding any notice to the contrary. In maintaining the Participant Register, such Lender shall be acting as the agent of the Borrower solely for this purpose and undertakes no duty, responsibility or obligation to the Borrower (without limitation, in no event shall such Lender be a fiduciary of the Borrower for any amendmentpurpose, supplementexcept that such Lender shall maintain the Participant Register); provided, waiver no Lender shall have any obligation to disclose all or modification described 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, or its other obligations under this Agreement) except to the extent that such disclosure is necessary to establish in connection with a Tax audit that such Commitment, Loan, or other obligation is in registered form under Section 11.1(b)(i)5f.103(c) of the United States Treasury Regulations or, if different, under Sections 871(h) or 881(c) of the Code. A Participant shall not be entitled to receive any greater payment under Sections 2.16 or 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant (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) unless the sale of the participation to such Participant is made with the Borrower’s prior written consent.

Appears in 2 contracts

Samples: First Lien Credit and Guaranty Agreement (Airbnb, Inc.), First Lien Credit and Guaranty Agreement (Airbnb, Inc.)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time, without the consent of, or notice to, Borrowers, Administrative Agent, any Issuing Lender, or Swingline Lender, 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, a natural Person, or Borrowers or any of Borrowers’ Affiliates or Subsidiaries, or a Person that at such time sell to one or more Persons is a Disqualified Institution) (each a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and or obligations under this Agreement (including all or a portion of its Commitments or the Loans (including such Lender’s participations in LC Disbursements or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunderand (iii) Borrowers, and SellerAdministrative Agent, the ServicerIssuing Lender, the Conduit Purchasers, the Managing Agents Swingline Lender and the Collateral Agent other Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement unless, with respect to the participation in question, the Lender has sold a participation to a Voting Participant. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.3(c) with respect to any payments made by such Lender to its Participants. Except with respect to sales of participations to Voting Participants, any agreement or instrument pursuant to which a Lender sells such a participation shall provide that 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. No Participant shall have rights greater than those ; provided that such agreement or instrument may provide that such Lender will not, without the consent of the related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplementmodification or waiver described in the first proviso to Section 10.2(b) that affects such Participant. Each Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.14, waiver or modification 2.15 and 2.16, (subject to this Agreementthe requirements and limitations therein, including the requirements under Section 2.16(g) (it being understood that the documentation required under Section 2.16(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.4(b); provided that such Participant (1) agrees to be subject to the provisions of Section 2.18 as if it were an assignee under Section 10.4(b); and (2) shall not be entitled to receive any greater payment under Sections 2.14 and 2.16, with respect to any participation, than its participating Lender 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. Each Lender that sells a participation agrees, at Borrowers request and expense, to use reasonable efforts to cooperate with Borrowers to effectuate the provisions of Section 2.18 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.8 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.17(d). Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrowers, 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 Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any amendmentobligation 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, supplementLoans, waiver Letters of Credit or modification described 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, Letter of Credit or other obligation is in registered form under Section 11.1(b)(i)5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and 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 2 contracts

Samples: Credit Agreement (Kellogg Co), Credit Agreement (WK Kellogg Co)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural person or more Persons the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, including, for avoidance of doubt, any indemnification obligation with respect to the participated interest, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunder, and Seller(iii) the Borrower, the Servicer, the Conduit Purchasers, the Managing Agents Administrative Agent and the Collateral Agent Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant Any agreement or instrument pursuant to which a Lender sells such a participation shall have rights greater than those provide that 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 related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplement, waiver or modification to this Agreement, except for any amendment, supplement, waiver or other modification described in clauses (a), (b), (c), (f) and (g) in the first proviso to Section 11.1(b)(i11.01 that affects such Participant. 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 3.05 (provided such Participant (x) agrees to be subject to the limitations and requirements therein as though it were a Lender, and (y) in the case of a recipient that would be a Fee Recipient shall satisfy the requirements for being a Permitted Investor) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 11.06(b) and (iv) any Person that would be a Fee Recipient may not be a Participant unless such Person is a Permitted Investor. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.11 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal and interest amount of each Participant’s interest in the Loans held by it (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 the Loan Documents) except to the extent that such disclosure is necessary to establish that such Commitment, 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 such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement notwithstanding any notice to the contrary.

Appears in 2 contracts

Samples: Credit Agreement (Container Store Group, Inc.), Credit Agreement (Container Store Group, Inc.)

Participations. Any Committed Purchaser mayLender may at any time, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed; provided that it is understood that it shall be reasonable for the Borrower to withhold consent to a new participant if such new participant is a hedge fund, private equity fund or any entity that is a direct competitor of the Borrower and is in the ordinary course hotel business) and the Administrative Agent (such consent not to be unreasonably withheld or delayed), 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 its business at a natural Person, a Defaulting Lender, or the Borrower or any time sell to one of the Borrower’s Affiliates or more Persons Subsidiaries or JV Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and 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) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its obligations hereundersuch obligations, and Seller(iii) the Borrower, the ServicerAdministrative Agent, the Conduit Purchasers, the Managing Agents Lenders and the Collateral Agent L/C Issuer shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant shall have rights greater than those , (iv) the consent of the related Committed Purchaser. Each Committed Purchaser agrees that any agreement between Borrower and the Administrative Agent shall not be required if such Committed Purchaser participation is sold to a Lender, an Affiliate of a Lender or an Approved Fund, (v) the consent of the Borrower shall not be required if an Event of Default has occurred and is continuing at the time of such sale of a participation, and (vi) the Borrower shall be deemed to have consented to any such Participant in respect sale of a participation unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Sections 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which a Lender sells such participating interest a participation shall not restrict provide that such Committed Purchaser’s 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, supplement, waiver or modification to this Agreement, except for any amendment, supplement, waiver or other modification described in the first proviso to Section 11.1(b)(i11.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were 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(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 3.06 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. Each Lender that sells a participation agrees, at the Borrower’s request, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as 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 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, 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 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

Samples: Credit Agreement (Braemar Hotels & Resorts Inc.), Credit Agreement (Braemar Hotels & Resorts Inc.)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural Person, a holding company, investment vehicle or more Persons trust established for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its obligations hereundersuch obligations, and Seller(iii) the Borrower, the ServicerAdministrative Agent, the Conduit Purchasers, the Managing Agents Issuing Lender and the Collateral Agent other Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant For the avoidance of doubt, each Lender shall have rights greater than those be responsible for the indemnities under Sections 2.20(e) and 9.7 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that 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 related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplement, modification or waiver or modification to this Agreement, except which affects such Participant and for any amendment, supplement, waiver or modification which the consent of such Lender is required (as described in Section 11.1(b)(i10.1). The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.19, 2.20 and 2.21 (subject to the requirements and limitations therein, including the requirements under Section 2.20(f) (it being understood that the documentation required under Section 2.20(f) shall be delivered by such Participant to the Lender granting such participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.6(b); provided that such Participant (A) agrees to be subject to the provisions of Sections 2.23 as if it were an assignee under Section 10.6(b); and (B) shall not be entitled to receive any greater payment under Sections 2.19 or 2.20, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in any Requirement of Law that occurs after the Participant 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 2.23 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.7 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.18(k) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as 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 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, 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 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

Samples: Credit Agreement (CrowdStrike Holdings, Inc.), Credit Agreement (CrowdStrike Holdings, Inc.)

Participations. Any Committed Purchaser (a) The Lender may, in without the ordinary course consent of its business at any time the Borrower, sell to one or more other Persons with its principal place of business in the United States (each each, a "Participant") participating interests participations in any portion comprising less than all of its Pro Rata Share of the Purchaser Interests of the Committed Purchasers or any other interest of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed Purchaser’s rights and obligations under this Agreement (including, without limitation, a portion of its Commitment, the outstanding Loans made by it and the Note or Notes held by it); provided, however, that (i) the Lender's obligations under this Agreement shall remain unchanged, such Committed Purchaser unchanged and the Lender shall remain solely responsible for the performance of its such obligations, (ii) any such participation shall be in an amount of not less than $1,000,000, but the Lender shall not sell any participation that, when taken together with all other participations, if any, sold by the Lender, covers all of the Lender's rights and obligations hereunderunder this Agreement, and Seller, (iii) the Servicer, the Conduit Purchasers, the Managing Agents and the Collateral Agent Borrower shall continue to deal solely and directly with such Committed Purchaser the Lender in connection with such Committed Purchaser’s the Lender's rights and obligations under this Agreement. No , and the Lender shall not permit any Participant shall to have any voting rights greater than those or any right to control the vote of the related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in Lender with respect of such participating interest shall not restrict such Committed Purchaser’s right to agree to any amendment, supplementmodification, waiver waiver, consent or modification other action hereunder or under any other Credit Document (except as to actions that would (A) reduce or forgive the principal amount of, or rate of interest on, any Loan, or reduce or forgive any fees or other Obligations, (B) extend any date (including the Maturity Date) fixed for the payment of any principal of or interest on any Loan, any fees or any other Obligations, or (C) increase any Commitment of the Lender), and (iv) no Participant shall have any rights under this Agreement or any of the other Credit Documents, each Participant's rights against the granting Lender in respect of any participation to be those set forth in the participation agreement, and all amounts payable by the Borrower hereunder shall be determined as if the Lender had not granted such participation. (b) Nothing in this Agreement shall be construed to prohibit the Lender from pledging or assigning all or any portion of its rights and interest hereunder or under any Note to any Federal Reserve Bank as security for borrowings therefrom; provided, however, that no such pledge or assignment shall release the Lender from any of its obligations hereunder. (c) The Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this AgreementSection, except for disclose to the Participant or proposed Participant any amendmentinformation relating to Borrower and its Subsidiaries furnished to it by or on behalf of any other party hereto, supplement, waiver provided that such Participant or modification described proposed Participant agrees in writing to keep such information confidential to the same extent required of the Lender under Section 11.1(b)(i)9.13.

Appears in 2 contracts

Samples: Credit Agreement (Vesta Insurance Group Inc), Credit Agreement (Vesta Insurance Group Inc)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time sell to one or more commercial lenders, financial institutions or other Persons (each of such commercial lenders, financial institutions or other Persons being herein called a “Participant”) participating interests in its Pro Rata Share any of the Purchaser Interests Loans, Letter of the Committed Purchasers Credit Outstandings, Commitments, or other interests of such Lender hereunder (including loan derivatives and similar swap arrangements based on such Lender’s interests hereunder); provided, however, that (a) no participation contemplated in this Section 10.9.2 shall relieve Lender from its Commitments or its other obligations hereunder or under any other interest of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed Purchaser’s rights and obligations under this Agreement shall remain unchanged, such Committed Purchaser Loan Document; (b) Lender shall remain solely responsible for the performance of its obligations hereunder, Commitments and Seller, such other obligations; (c) the Servicer, the Conduit Purchasers, the Managing Agents Borrower and the Collateral Administrative Agent shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this AgreementAgreement and under each of the other Loan Documents; (d) no Lender may assign a participation of less than $5,000,000 (unless the entirety of such Lender’s Commitment is less than $5,000,000); (e) no Lender may sell a participation to a natural Person, Borrower, or an Affiliate of Borrower; and (f) the Borrower shall not be required to pay any amount under this Agreement that is greater than the amount which it would have been required to pay had no participating interest been sold. No In the case of any such participation, the Participant shall not have any rights greater than those under this Agreement or any of the related Committed Purchaser. Each Committed Purchaser agrees that any agreement between other Loan Documents (the Participant’s rights against such Committed Purchaser and any such Participant Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the Participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined and paid as if such Lender had not sold such participation. Any Lender that sells a participating interest in any Loan, Revolving Loan Commitment or other interest to a Participant under this Section 10.9.2, shall not restrict such Committed Purchaser’s right indemnify and hold harmless the Borrower and the Administrative Agent from and against any Taxes or other costs or losses (including reasonable attorneys’ fees and expenses) incurred or payable by the Borrower or the Administrative Agent as a result of the failure of the Borrower or the Administrative Agent to agree comply with its obligations to deduct or withhold any amendment, supplement, waiver or modification Taxes from any payments made pursuant to this AgreementAgreement to such Lender or the Administrative Agent, except for as the case may be, which Taxes would not have been incurred or payable if such Participant had delivered a valid United States Internal Revenue Service Form W-9 (or successor form) to the Borrower or if such Participant had been a Non-U.S. Lender that was entitled to deliver to the Borrower, the Administrative Agent or such Lender, and had delivered, a duly completed and valid United States Internal Revenue Service Form W-8ECI, Form W-81MY or W-8BEN (or applicable successor form) entitling such Participant to receive payments under this Agreement without deduction or withholding of any amendment, supplement, waiver or modification described in Section 11.1(b)(i)United States federal Taxes.

Appears in 2 contracts

Samples: Credit Agreement (Spirit Realty Capital, Inc.), Credit Agreement (Spirit Realty Capital, Inc.)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural person, or more Persons 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 Holdings Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment(s) and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunder, and Seller(iii) the Borrower, the Servicer, the Conduit Purchasers, the Managing Agents Administrative Agent and the Collateral Agent Lenders and L/C Issuers shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant For the avoidance of doubt, each Lender shall have rights greater than those be responsible for the indemnity under Section 11.12(c) with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that 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 related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplementmodification or waiver described in clauses (i) and (ii) of the first proviso of Section 11.10 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 9.1, waiver 9.4, and 11.1 (subject to the requirements and limitations therein, including the requirements under Section 11.1(g) (it being understood that the documentation required under Section 11.1(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 11.9(b) above; provided that such Participant (A) agrees to be subject to the provisions of Section 11.2 as if it were an assignee under Section 11.2(b) above; and (B) shall not be entitled to receive any greater payment under Section 9.4 or modification Section 11.1, with respect to this Agreementany participation, than its participating Lender 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. 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 11.2(b) with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 11.13 as though it were a Lender; provided that such Participant agrees to be subject to Section 11.7 as though it were a Lender. 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 Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any amendmentobligation 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, supplementLoans, waiver Letters of Credit or modification described 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, Letter of Credit or other Obligation is in registered form under Section 11.1(b)(i)5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and 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

Samples: Credit Agreement (ATN International, Inc.), Credit Agreement (ATN International, Inc.)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Loan Parties or the Administrative Agent, sell participations to one any Person (other than a natural person or more Persons the Loan Parties or any of the Loan Parties’ Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and 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) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunder, and Seller(iii) the Loan Parties, the ServicerAgents, the Conduit Purchasers, the Managing Agents Lenders and the Collateral Agent L/C Issuer shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Any Participant shall have rights greater than those agree in writing to comply with all confidentiality obligations set forth in Section 10.07 as if such Participant was a Lender hereunder. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the related Committed PurchaserBorrowers, 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 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, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. Each Committed Purchaser agrees that any agreement between The entries in the Participant Register shall be conclusive absent manifest error, and such Committed Purchaser and any such Lender shall treat each Person whose name is recorded in the Participant in respect Register as the owner of such participating interest 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 not restrict have no responsibility for maintaining a Participant Register. Any agreement or instrument pursuant to which a Lender sells such Committed Purchaser’s a participation shall provide that 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, supplement, waiver or modification to this Agreement, except for any amendment, supplement, waiver or other modification described in the first proviso to Section 11.1(b)(i10.01 that affects such Participant. Subject to Section 10.06(e), the Loan Parties agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.06(b). To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender.

Appears in 2 contracts

Samples: Credit Agreement (Tops Markets Ii Corp), Credit Agreement (Tops Holding Corp)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to one any Person (other than a natural person or more Persons the Parent Borrower or any of the Parent Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Credit Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Credit Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunder, and Seller(iii) the Borrowers, the ServicerAgents, the Conduit Purchasers, the Managing Agents Lenders and the Collateral Agent L/C Issuers shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Credit Agreement. No Each Lender, acting solely for this purpose as a non-fiduciary agent of the Borrowers, shall maintain a register for the recordation of the names and addresses of such Participants and the rights, interests or obligations of such Participants in any Obligation, in any Commitment and in any right to receive any principal, interest and other payments thereunder (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error and the Borrowers and 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; provided that no Lender shall have rights greater than those the obligation to disclose all or a portion of the related Committed Purchaser. Each Committed Purchaser agrees 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 Credit Document) to any Person except to the extent that such disclosure is necessary in connection with a Tax audit or other proceeding to establish that any loans are in registered form for U.S. federal income Tax purposes under Section 5f.103-1(c) of the United States Treasury Regulations. Any agreement between or instrument pursuant to which a Lender sells such Committed Purchaser and any a participation shall provide that such Participant in respect of such participating interest Lender shall not restrict such Committed Purchaser’s 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, supplement, waiver or modification to this Agreement, except for any amendment, supplement, waiver or other modification described in Section 11.1(b)(i11.01(a)(iv) or (v) or, to the extent the Participant is affected thereby, Section 11.01(b)(i), (ii) or (iii). Subject to subsection (e) of this Section 11.06, each Participant (i) shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the requirements and limitations of such Sections 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 a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 11.06 and (ii) shall be subject to Sections 3.06 and 11.13(a) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 11.06. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender; provided such Participant agrees to be subject to Section 2.12 as though it were a Lender.

Appears in 2 contracts

Samples: Credit Agreement (Live Nation Entertainment, Inc.), Credit Agreement (Live Nation Entertainment, Inc.)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, Borrower or Agent, sell participations to one any Person (other than a natural Person, or more Persons a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Defaulting Lender or Borrower or any of Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and 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) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunderand (iii) Borrower, and SellerAgent, the Servicer, the Conduit Purchasers, the Managing Agents L/C Issuer and the Collateral Agent Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant For the avoidance of doubt, each Lender shall have rights greater than those 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 a Lender sells such a participation shall provide that 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 related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplement, waiver or modification to this Agreement, except for any amendment, supplement, waiver or other modification described in the first proviso to Section 11.1(b)(i10.01 that affects such Participant. Subject to subsection (e) of this Section, Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 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 the Participant has delivered to the Borrower the tax documentation required under Section 3.01(e)(ii). To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.12 as though it were a Lender. Each Lender that sells a participation agrees, at Borrower’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of 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 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, 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 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, Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register.

Appears in 2 contracts

Samples: Credit Agreement (Unitil Corp), Credit Agreement

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural Person, or more Persons 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 Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its obligations hereundersuch obligations, and Seller(iii) the Borrower, the Servicer, the Conduit Purchasers, the Managing Agents Administrative Agent and the Collateral Agent other Credit Parties shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant For the avoidance of doubt, each Lender shall have rights greater than those be responsible for any indemnity under Article XI Expenses; Indemnity; Damage Waiver with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that 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 related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree (other than as is already provided for herein) to any amendment, supplementmodification or waiver with respect to any matter specified in clause (i) through (vii) of Section 12.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.04, waiver 4.01, 4.02 and 4.03 (subject to the requirements and limitations therein, including the requirements under Section 4.03(g) (it being understood that the documentation required under Section 4.03(g) shall be delivered to the participating Lender)) 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 shall not be entitled to receive any greater payment under Sections 4.01 or modification 4.03, with respect to this Agreementany participation, than its participating Lender 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. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.02(b) as though it were a Lender; provided that such Participant agrees to be subject to Section 3.03 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as 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 Loans or other obligations under the Transaction Documents (the “Participant Register”); provided that no Lender shall have any amendmentobligation 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, supplementloans, waiver letters of credit or modification described its other obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 11.1(b)(i)5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and 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

Samples: Receivables Financing Agreement (Sabre Corp), Receivables Financing Agreement (Sabre Corp)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural Person, the Borrower or more Persons any of the Borrower’s Affiliates or Subsidiaries, or any Disqualified Institution) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Revolving Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its obligations hereundersuch obligations, and Seller(iii) the Borrower, the Servicer, the Conduit Purchasers, the Managing Agents Administrative Agent and the Collateral Agent Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant Any agreement or instrument pursuant to which a Lender sells such a participation shall have rights greater than those of provide that such Lender shall retain the related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s sole right to agree enforce this Agreement and to approve any amendment, supplement, modification or waiver or modification to 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 (w) if such Lender is a Revolving Lender, increase such Lender’s Revolving Commitment, (x) extend the date fixed for the payment of principal on the Loans or portions thereof owing to such Lender or (y) reduce the rate at which interest is payable thereon. The Borrower agrees that each Participant shall be entitled to the benefits of Section 3.10, Section 4.1, Section 4.4 (subject to the requirements, obligations, and limitations therein, including the requirements under Section 3.10(f) (it being understood that the documentation required under Section 3.10(f) shall be delivered to the participating Lender)) 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 Section 4.6 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Section 4.1 or Section 3.10, with respect to any participation, than its participating Lender would have been entitled to receive 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 (it being agreed, however, that if the sale of a participation to a proposed Participant would, in the Borrower’s reasonable discretion, be reasonably likely to result in such proposed Participant qualifying as an Affected Lender if such proposed Participant were a Lender, the Borrower’s withholding of consent to such participation shall be deemed reasonable)). 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 4.6 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 13.3 as though it were a Lender; provided that such Participant agrees to be subject to Section 3.3 as though it were a Lender. 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 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 or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that (x) such commitment, loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations or (y) a Participant is not a Disqualified Institution. The entries in the Participant Register shall be conclusive absent manifest error, and 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 amendmentnotice to the contrary. For the avoidance of doubt, supplement, waiver or modification described the Administrative Agent (in Section 11.1(b)(i)its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Appears in 2 contracts

Samples: Subordinated Credit Agreement (Rouse Properties, Inc.), Subordinated Credit Agreement (Rouse Properties, Inc.)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrower, the Administrative Agent, any Issuing Lender or the Swingline Lender, sell participations to one any Person (other than a natural Person (or more Persons 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 Subsidiaries or Affiliates) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunder, and Seller(iii) the Borrower, the ServicerAdministrative Agent, each Issuing Lender, the Conduit Purchasers, the Managing Agents Swingline Lender and the Collateral Agent other Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant For the avoidance of doubt, each Lender shall have rights greater than those be responsible for the indemnity under Section 10.4(e) with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that 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 related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplement, modification or waiver or modification to this Agreement, except for any amendment, supplement, waiver or modification described in Section 11.1(b)(i10.1(b), (c), (d) or (e) that directly and adversely affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.10, 4.11 (subject to the requirements and limitations therein, including the requirements under Section 4.11(g) (it being understood that the documentation required under Section 4.11(g) shall be delivered to the participating Lender)) and 10.4(d) 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 Section 4.12 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 4.10 or 4.11, with respect to any participation, than its participating Lender 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. 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 4.12(b) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.4 as though it were a Lender; provided that such Participant agrees to be subject to Section 4.6 and Section 10.4 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as 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 interest on) each Participant’s interest in the 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, 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 (or, in each case, any amended or successor version). The entries in the Participant Register shall be conclusive absent manifest error, and 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

Samples: Credit Agreement (Coca-Cola Consolidated, Inc.), Credit Agreement (Coca-Cola Consolidated, Inc.)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural Person, or more Persons 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 Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunder, and Seller(iii) the Borrower, the ServicerAdministrative Agent, the Conduit Purchasers, the Managing Agents Issuing Banks and the Collateral Agent Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Except as otherwise provided in Section 13.4 or as otherwise expressly stated herein, no Participant shall have any rights greater than those of or benefits under this Agreement or any other Loan Document. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s sole right to agree enforce this Agreement and to approve any amendment, supplement, modification or waiver or modification to 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 (w) increase such Lender’s Revolving Credit Commitment, (x) extend the date on which any scheduled payment of principal on the Loans or portions thereof owing to such Lender is to be made, (y) reduce the rate at which interest is payable thereon (other than a waiver of default interest and changes in calculation of the Leverage Ratio that may indirectly affect pricing) or (z) release all or substantially all of the Collateral (except as contemplated by Sections 8.14 or 8.15), all or substantially all of the Covenant Relief Collateral (except as contemplated by Section 8.16) or all or substantially all of the Guarantors from their obligations under the Guaranty (except as contemplated by Sections 8.14 or 8.15) or release the Parent Guarantor from its obligations under the Guaranty, in each case, as applicable to that portion of such Lender’s rights and/or obligations that are subject to the participation. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.10, 5.1, 5.4 (subject to the requirements and limitations therein, including the requirements under Section 3.10(g) (it being understood that the documentation required under Section 3.10(g) shall be delivered to the participating Lender)) 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 Section 3.9(h) or 5.6 as if it were an assignee under subsection (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 5.1 or 3.10, with respect to any participation, than its participating Lender would have been entitled to receive. 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 3.9(h) or 5.6 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 13.4 as though it were a Lender; provided that such Participant agrees to be subject to Section 3.3 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as 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 Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any amendmentobligation 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, supplementloans, waiver letters of credit or modification described 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, letter of credit or other obligation is in registered form under Section 11.1(b)(i)5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and 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

Samples: Credit Agreement (RLJ Lodging Trust), Credit Agreement (RLJ Lodging Trust)

Participations. (i) Any Committed Purchaser mayLender may at any time, in without the ordinary course consent of, or notice to the Borrower, the Administrative Agent or the Issuing Bank, sell participations to any Person (other than a natural Person or the Borrower or any of its business at any time sell to one Affiliates or more Persons Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunder, and Seller(C) the Borrower, the ServicerAdministrative Agent, the Conduit Purchasers, the Managing Agents Issuing Bank and the Collateral Agent other Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant . (ii) Any agreement or instrument pursuant to which a Lender sells such a participation shall have rights greater than those provide that 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 related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplement, modification or waiver or modification to this Agreement, except for any amendment, supplement, waiver or modification described in the first proviso to Section 11.1(b)(i12.02(b) that affects such Participant. In addition such agreement must provide that the Participant be bound by the provisions of Section 12.03 and Section 12.12. Subject to Section 12.04(e), the Borrower agrees that each Participant shall be entitled to the benefits of Section 5.01, Section 5.02 and Section 5.03 (subject to the requirements and limitations therein, including the requirement under Section 5.03(f) (it being understood that the documentation required under Section 5.03(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.04(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.09 as though it were a Lender, provided that such Participant agrees to be subject to Section 4.01(c) as though it were a Lender. (iii) Each Lender that sells a participation shall, acting solely for this purpose as 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 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, 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 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

Samples: Credit Agreement (Riviera Resources, Inc.), Credit Agreement (Riviera Resources, LLC)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Company or the Administrative Agent, sell participations to one any Person (other than a natural person or more Persons 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 Company or any of the Company’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunderand (iii) the Company, the Administrative Agent, and Seller, the Servicer, the Conduit Purchasers, the Managing Agents and the Collateral Agent Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.05(b) without regard to the existence of any participation. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Company, 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 Obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have rights greater than those any obligation to disclose all or any portion of the related Committed PurchaserParticipant 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) except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. Each Committed Purchaser agrees that any agreement between The entries in the Participant Register shall be conclusive absent manifest error, and such Committed Purchaser and any such Lender shall treat each Person whose name is recorded in the Participant in respect Register as the owner of such participating interest 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 not restrict have no responsibility for maintaining a Participant Register. Any agreement or instrument pursuant to which a Lender sells such Committed Purchaser’s a participation shall provide that 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, supplement, waiver or modification to this Agreement, except for any amendment, supplement, waiver or other modification described in the first proviso to Section 11.1(b)(i)10.01 that affects such Participant. Subject to subsection (e) of this Section, the Company agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender, provided such Participant agrees to be subject to Section 2.10 as though it were a Lender.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Fortive Corp), Term Loan Credit Agreement (Fortive Corp)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time sell participations to one any Person (other than a natural person or more Persons the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its obligations hereundersuch obligations, and Seller(iii) the Borrower, the Servicer, the Conduit Purchasers, the Managing Agents Administrative Agent and the Collateral Agent Lenders shall continue to deal solely and directly directly, with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement, and (iv) unless an Event of Default has occurred and is continuing, any such participation must be approved by the Borrower, which approval shall not be unreasonably withheld or delayed. No Participant shall have rights greater Notwithstanding the foregoing, if an Event of Default, other than those pursuant to Section 8.01(a) or Section 8.01(f), has occurred and is continuing, no participations will be permitted to be made without the consent of the related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest Borrower, which consent shall not restrict be unreasonably withheld or delayed, other than to other Lenders, Affiliates of Lenders, Approved Funds, or other commercial banks or regulated financial institutions which are rated by (or whose direct or indirect parent are rated by) S&P, Xxxxx’x or Fitch. Any agreement or instrument pursuant to which a Lender sells such Committed Purchaser’s a participation shall provide that 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, supplement, waiver or modification to this Agreement, except for any amendment, supplement, waiver or other modification described in the first proviso to Section 11.1(b)(i11.01 that affects such Participant. 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 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.11 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as 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 Commitments, Loans or other obligations under this Agreement (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 obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such 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 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

Samples: 364 Day Credit and Guarantee Agreement (PayPal Holdings, Inc.), 364 Day Credit and Guarantee Agreement (PayPal Holdings, Inc.)

Participations. Any Committed Purchaser mayLender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) in all or a portion (provided that any such portion shall not be less than $5,000,000, in the ordinary course of its business at any time sell to one or more Persons (each a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers or any other interest of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness case of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser in respect of a participating interest to Revolving Credit Commitment, or $1,000,000, in the case of any participation in respect of a Participant, Term Loan Commitment or an Incremental Loan Commitment) of such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunder, and Seller(iii) the Borrower, the ServicerAdministrative Agent, the Conduit PurchasersLenders, the Managing Agents Issuing Lenders and the Collateral Agent Swingline Lender shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant Any agreement or instrument pursuant to which a Lender sells such a participation shall have rights greater than those provide that 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 related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplementmodification or waiver which would reduce the principal of or the interest rate on any Loan or the obligation of the Borrower to reimburse any Borrowing, waiver extend the term or modification increase the amount of the Revolving Credit Commitment, Term Loan Commitment and/or Incremental Loan Commitment of such Lender, reduce the amount of any fees to this Agreementwhich such Participant is entitled, extend any scheduled payment date for principal of any Loan or, except as expressly contemplated hereby or thereby, release substantially all of the collateral granted granted in favor of the Administrative Agent for the benefit of the Secured Parties, in any amendmentsuch case in a manner that would affect such Participant. Subject to paragraph (e) of this Section, supplementthe Borrower agrees that each Participant shall be entitled to the benefits of Section 2.15 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, waiver or modification described in each Participant also shall be entitled to the benefits of Section 11.1(b)(i)9.08 as though it were a Lender, provided that such Participant agrees to be subject to Section 2.17(d) as though it were a Lender.

Appears in 2 contracts

Samples: Credit Agreement (Geo Group Inc), Credit Agreement (Geo Group Inc)

Participations. Any Committed Purchaser mayLender may at any time, without the consent of, or notice to, the Administrative Agent, sell participations to any Person (other than a natural person or the Obligors or any of the Obligors’ Affiliates or Subsidiaries) in the ordinary course all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its business at any time sell Revolving Credit Commitment and/or the Loans owing to one or more Persons it); provided that (each a “Participant”i) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers or any other interest of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the SellerLender’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed Purchaser’s rights and obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its obligations hereundersuch obligations, and Seller(iii) the Borrowers, the ServicerAdministrative Agent, the Conduit Purchasers, the Managing Agents Lenders and the Collateral Agent Issuing Banks shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant shall have rights greater than those Agreement and (iv) the consent of the related Committed PurchaserBorrowers (such consents not to be unreasonably withheld or delayed) shall be required for any such participation unless (x) a Non-Consent Event has occurred and is continuing at the time of such participation or (y) such participation is to a Lender, an Affiliate of a Lender or an Approved Fund. Each Committed Purchaser agrees Lender that any agreement between such Committed Purchaser sells a participation pursuant to paragraph (d) of this Section, acting solely for this purpose as a non-fiduciary agent of the Borrower and any such solely for tax purposes, shall maintain a register comparable to the Register on which it shall enter the name and address of each Participant and the economic interests of each Participant in respect all or a portion of the participating Lender’s rights and/or obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and/or the Loans owing to it) (the “Participant Register”). The entries in the Participant Register shall be presumptively correct absent manifest error, and the Borrowers, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of such participating interest participation for all purposes of this Agreement, notwithstanding notice to the contrary. Notwithstanding anything herein to the contrary, such Lender shall not restrict be required to disclose the Participant Register except that (i) such Committed Purchaser’s Lender shall be required to make its Participant Register available to the Administrative Agent or to the Borrower if requested by the Borrower in connection with the exercise by a related Participant of remedies hereunder and (ii) such Lender shall be required to make its Participant Register available to the Internal Revenue Service if requested by the Internal Revenue Service or the Borrower and to the extent required by the Internal Revenue Service. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that 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, supplement, modification or waiver or modification to this Agreement, except for any amendment, supplement, waiver or modification described in the proviso of Section 11.1(b)(i)10.02(b) that directly and adversely affects such Participant. Subject to paragraph (e) of this Section, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.14, 2.15 and 2.16 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.17(d) as though it were a Lender.

Appears in 2 contracts

Samples: Credit Agreement (Carlyle Group L.P.), Credit Agreement (Carlyle Group L.P.)

Participations. Any Committed Purchaser Lender may, in without notice to or consent of the ordinary course of its business Borrower, at any time sell to one or more Persons banks or other financial institutions (each a ParticipantParticipants”) participating interests in its Pro Rata Share all or a portion of the Purchaser Interests any Loan owing to such Lender, any Note held by such Lender, any Commitment of the Committed Purchasers such Lender or any other interest of such Committed Purchaser hereunderLender under this Agreement and the other Credit Documents (including for purposes of this subsection (b), participations in L/C Obligations). The selling Committed Purchaser will consult with In the Seller regarding the suitability event of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser Lender of a participating interest to a Participantinterests, such Committed PurchaserLender’s rights and obligations under this Agreement shall remain unchanged, such Committed Purchaser Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of its obligations hereunder, and Seller, the Servicer, the Conduit Purchasers, the Managing Agents Notes for all purposes under this Agreement and the Collateral Borrower and the Administrative Agent shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Any agreement pursuant to which any such sale is effected may require the selling Lender to obtain the consent of the Participant in order for such Lender to agree in writing to any amendment, waiver or consent of a type specified in Section 8.04(a) or Section 8.04(b) but may not otherwise require the selling Lender to obtain the consent of such Participant to any other amendment, waiver or consent hereunder. The Borrower agrees that if amounts outstanding under this Agreement and the other Credit Documents are not paid when due (whether upon acceleration or otherwise), each Participant shall, to the fullest extent permitted by law, be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Agreement and any other Credit Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement or any other Credit Documents; provided, however, that (i) no Participant shall exercise any rights under this sentence without the consent of the Administrative Agent, (ii) no Participant shall have any rights under this sentence which are greater than those of the related Committed Purchaserselling Lender and (iii) such rights of setoff shall be subject to the obligation of such Participant to share the payment so obtained with all of the Lenders as provided in Section 2.10(b). Each Committed Purchaser The Borrower also agrees that any agreement between such Committed Purchaser and Lender which has transferred any participating interest in its Commitment or Loans shall, notwithstanding any such Participant in respect of transfer, be entitled to the full benefits accorded such participating interest shall Lender under Sections 2.11, 2.12 and 2.13, as if such Lender had not restrict made such Committed Purchaser’s right to agree to any amendment, supplement, waiver or modification to this Agreement, except for any amendment, supplement, waiver or modification described in Section 11.1(b)(i)transfer.

Appears in 2 contracts

Samples: Credit Agreement (Genius Products Inc), Credit Agreement (Genius Products Inc)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural Person, or more Persons 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 Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunderand (iii) the Borrower, the Administrative Agent, the Lenders, and Seller, the Servicer, the Conduit Purchasers, the Managing Agents and the Collateral Agent Issuing Lender shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant For the avoidance of doubt, each Lender shall have rights greater than those be responsible for the indemnity under Section 11.3 [Expenses; Indemnity; Damage Waiver] with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that 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 related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree (other than as is already provided for herein) to any amendment, supplementmodification or waiver with respect to Sections 11.1.1 [Increase of Commitment], waiver 11.1.2 [Extension of Payment, Etc.], or modification 11.1.3 [Release of Guarantor] that affects such Participant. The Borrower agrees that each Participant shall be entitled to this Agreementthe benefits of Sections 4.4 [Term SOFR Rate or Daily Simple SOFR Unascertainable, Etc.], 5.9 [Increased Costs], 5.11 [Indemnity] and 5.10 [Taxes] (subject to the requirements and limitations therein, including the requirements under Section 5.10.7 [Status of Lenders] (it being understood that the documentation required under Section 5.10.7 [Status of Lenders] shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 11.8.2 [Assignments by Xxxxxxx]; provided that such Participant (A) agrees to be subject to the provisions of Section 5.13 [Replacement of a Lender] and Section 5.6.2 [Designation of Different Lending Office] as if it were an assignee under Section 11.8.2 [Assignments by Lenders]; and (B) shall not be entitled to receive any greater payment under Sections 5.9 [Increased Costs] or 5.10 [Taxes], with respect to any participation, than its participating Lender 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. 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 5.13 [Replacement of a Lender] and Section 5.6.2 [Designation of Different Lending Office] with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.2.3 [Set-off] as though it were a Lender; provided that such Participant agrees to be subject to Section 5.3 [Sharing of Payments by Xxxxxxx] as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as 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 Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any amendmentobligation 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, supplementloans, waiver letters of credit or modification described 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, letter of credit or other obligation is in registered form under Section 11.1(b)(i)5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and 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

Samples: Credit Agreement (New Jersey Resources Corp), Credit Agreement (New Jersey Resources Corp)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural Person, the Borrower or more Persons any of the Borrower’s Affiliates or Subsidiaries, or, so long as no Event of Default has occurred and is continuing, an Excluded Lender) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its obligations hereundersuch obligations, and Seller(iii) the Borrower, the ServicerAdministrative Agent, the Conduit Purchasers, the Managing Agents Issuing Lender and the Collateral Agent other Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant For the avoidance of doubt, each Lender shall have rights greater than those be responsible for the indemnities under Sections 2.20(e) and 9.7 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that 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 related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplement, modification or waiver or modification to this Agreement, except which affects such Participant and for any amendment, supplement, waiver or modification which the consent of such Lender is required (as described in Section 11.1(b)(i10.1). The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.19 (other than Section 2.19(a)), 2.20 and 2.21 (subject to the requirements and limitations therein, including the requirements under Section 2.20(f) (it being understood that the documentation required under Section 2.20(f) shall be delivered by such Participant to the Lender granting such participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.6(b); provided that such Participant (A) agrees to be subject to the provisions of Sections 2.22 and 2.23 as if it were an assignee under Section 10.6(b); and (B) shall not be entitled to receive any greater payment under Sections 2.19 or 2.20, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in any Requirement of Law that occurs after the Participant 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 2.23 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.7 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.18(k) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as 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 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, 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 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

Samples: Credit Agreement (Ribbon Communications Inc.), Credit Agreement (Ribbon Communications Inc.)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time sell grant to an affiliate of such Lender, or one or more Persons banks or other financial institutions (each a “Participant”) participating interests in its Pro Rata Share of Commitments or the Purchaser Interests of the Committed Purchasers Obligations owing to such Lender. Except as expressly stated herein, no Participant shall have any rights or benefits under this Agreement or any other interest of such Committed Purchaser hereunderLoan Document. The selling Committed Purchaser will consult with In the Seller regarding the suitability of each Participant prior to the effectiveness event of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale grant by a Committed Purchaser Lender of a participating interest to a Participant, such Committed Purchaser’s rights and obligations under this Agreement Lender shall remain unchanged, such Committed Purchaser shall remain solely responsible for the performance of its obligations hereunder, and Seller, the Servicer, the Conduit Purchasers, the Managing Agents Borrower and the Collateral Administrative Agent shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Any agreement pursuant to which any Lender may grant such a participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided, however, such Lender may agree with the Participant that it will not, without the consent of the Participant, agree to (i) increase such Lender’s Commitment, (ii) extend the date fixed for the payment of principal on the Loans or portions thereof owing to such Lender, (iii) reduce the rate at which interest is payable thereon, (iv) release any Collateral (except as expressly provided in the Loan Documents) or (v) release Guarantor from any liability under the Guaranty (except as expressly provided in the Loan Documents). An assignment or other transfer which is not permitted by subsection (c) or (d) below shall be given effect for purposes of this Agreement only to the extent of a participating interest granted in accordance with this subsection (b). A Participant, through the applicable participating Lender, shall be entitled to the benefits of Section 2.11 in the same manner as if it were an Assignee so long as such Participant shall have rights complied with the requirements of Section 2.11, and, provided, further, that no Participant shall be entitled to receive any greater amount pursuant to Section 2.11 than those the participating Lender would have been entitled to receive with respect to the direct or indirect participation sold to the Participant (and without duplication of amounts payable to such participating Lender). Each Lender that sells a participation shall, acting solely for this purpose as an agent of 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 Loans, Commitments or other obligations under any Loan Document from time to time (the "Participant Register"). The obligations of Borrower under the Loan Documents are registered obligations within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser Internal Revenue Code and any related regulations and any other relevant or successor provisions of the Internal Revenue Code or such regulations (and shall be construed as such) and the right, title and interest of each Participant in respect and to such obligations shall be transferable only upon notation of such participating transfer in the Participant Register. 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 shall not restrict such Committed Purchaser’s right to agree in any Commitments, Loans, or its other obligations under any Loan Document) to any amendmentPerson except to the extent that such disclosure is necessary to establish that such Commitment, supplementLoan, waiver or modification other obligation is in registered form under Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code. The entries in the Participant Register shall be conclusive absent manifest error, and 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 this Agreementthe contrary. For the avoidance of doubt, except the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for any amendment, supplement, waiver or modification described in Section 11.1(b)(i)maintaining a Participant Register.

Appears in 2 contracts

Samples: Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.), Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time sell participations to one any Person (other than a natural person or more Persons the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its obligations hereundersuch obligations, and Seller(iii) the Borrower, the ServicerAdministrative Agent, the Conduit Purchasers, the Managing Agents each Issuing Bank and the Collateral Agent Lenders shall continue to deal solely and directly directly, with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement, and (iv) unless an Event of Default has occurred and is continuing, any such participation must be approved by the Borrower, which approval shall not be unreasonably withheld or delayed. No Participant shall have rights greater Notwithstanding the foregoing, if an Event of Default, other than those pursuant to Section 8.01(a) or Section 8.01(f), has occurred and is continuing, no participations will be permitted to be made without the consent of the related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest Borrower, which consent shall not restrict be unreasonably withheld or delayed, other than to other Lenders, Affiliates of Lenders, Approved Funds, or other commercial banks or regulated financial institutions which are rated by (or whose direct or indirect parent are rated by) S&P, Xxxxx’x or Fitch. Any agreement or instrument pursuant to which a Lender sells such Committed Purchaser’s a participation shall provide that 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, supplement, waiver or modification to this Agreement, except for any amendment, supplement, waiver or other modification described in the first proviso to Section 11.1(b)(i11.01 that affects such Participant. 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 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.11 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as 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 Commitments, Loans, Letters of Credit or other obligations under this Agreement (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 obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such 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 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

Samples: Credit and Guarantee Agreement (PayPal Holdings, Inc.), Credit Agreement (Ebay Inc)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural Person or more Persons the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunder, and Seller(iii) the Parent, the ServicerBorrower, the Conduit PurchasersAdministrative Agent, the Managing Agents Issuing Banks and the Collateral Agent Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant Any agreement or instrument pursuant to which a Lender sells such a participation shall have rights greater than those of provide that such Lender shall retain the related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s sole right to agree enforce this Agreement and to approve any amendment, supplement, modification or waiver or modification to 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 (w) increase such Lender’s Commitment, (x) extend the date fixed for the payment of principal on the Loans or portions thereof owing to such Lender, (y) reduce the rate at which interest is payable thereon or (z) release any Guarantor from its Obligations under the Guaranty except as contemplated by Section 8.13.(b), in each case, as applicable to that portion of such Lender’s rights and/or obligations that are subject to the participation. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.10., 5.1., 5.4. (subject to the requirements and limitations therein, including the requirements under Section 3.10.(g) (it being understood that the documentation required under Section 3.10.(g) shall be delivered to the participating Lender)) 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 Section 5.6. as if it were an assignee under subsection (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 5.1. or 3.10., with respect to any participation, than its participating Lender would have been entitled to receive. 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 5.6. with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 13.3. as though it were a Lender; provided that such Participant agrees to be subject to Section 3.3. as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as 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 Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any amendmentobligation 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, supplementloans, waiver letters of credit or modification described 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, letter of credit or other obligation is in registered form under Section 11.1(b)(i).5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and 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

Samples: Credit Agreement (Sunstone Hotel Investors, Inc.), Credit Agreement (Sunstone Hotel Investors, Inc.)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural Person, a Disqualified Lender or more Persons 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 Affiliates or Subsidiaries; provided that such restriction shall not apply to any Lender on the Closing Date or an Affiliate or Approved Fund of such Lender to the extent such Person becomes an Affiliate of the Borrower or its Subsidiaries after the Closing Date) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided, (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its obligations hereundersuch obligations, and Seller(iii) the Borrower, the Servicer, the Conduit Purchasers, the Managing Agents Administrative Agent and the Collateral Agent Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant For the avoidance of doubt, each Lender shall have rights greater than those be responsible for the indemnity under Section 10.3(b) with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that 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, such agreement or instrument may provide that such Lender will not, without the consent of the related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplementmodification or waiver described in Section 10.5(b) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.16 and 2.17 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, waiver such Participant agrees to be subject to the provisions of Section 2.18 and Section 2.19 as if it were an assignee under Section 10.6(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.4 as though it were a Lender; provided, such Participant agrees to be subject to Section 2.17 as though it were a Lender. Each Lender that sells a participation pursuant to this Section shall maintain a register on which it records the name and address of each Participant and the principal amounts of each Participant’s participation interest with respect to the Loans and the Commitments (each, a “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of a participation with respect to such Loans or modification to Commitments for all purposes under this Agreement, except notwithstanding any notice to the contrary. In maintaining the Participant Register, such Lender shall be acting as the agent of the Borrower solely for purposes of applicable US federal income tax law and undertakes no duty, responsibility or obligation to the Borrower (without limitation, in no event shall such Lender be a fiduciary of the Borrower for any amendmentpurpose, supplementexcept that such Lender shall maintain the Participant Register); provided, waiver no Lender shall have any obligation to disclose all or modification described 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, or its other obligations under this Agreement) except to the extent that such disclosure is necessary to establish in connection with a Tax audit that such Commitment, Loan, or other obligation is in registered form under Section 11.1(b)(i)5f.103(c) of the United States Treasury Regulations or, if different, under Sections 871(h) or 881(c) of the Code. A Participant shall not be entitled to receive any greater payment under Sections 2.16 or 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant (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) 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 benefits of Section 2.17 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.17 as though it were a Lender.

Appears in 2 contracts

Samples: Second Lien Credit and Guaranty Agreement (Airbnb, Inc.), Second Lien Credit and Guaranty Agreement (Airbnb, Inc.)

Participations. Any Committed Purchaser mayLender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, the Issuing Banks, the Swing Line Lender or any other Person sell participations to any Person (other than to (1) a natural person, a Disqualified Lender, (2) the Borrower or any of the Borrower’s Affiliates or Subsidiaries or (3) any Person described in the ordinary course proviso to the definition of its business at any time sell to one or more Persons “Eligible Assignee”) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’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 Letters of Credit and/or Swing Line Loans and other Obligations) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunder, and Seller(iii) the Borrower, the Servicer, the Conduit Purchasers, the Managing Agents and the Collateral Agent other Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant Any agreement or instrument pursuant to which a Lender sells such a participation shall have rights greater than those provide that 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 Agreement or any other Loan Document; provided that such agreement or instrument may provide that such Lender will not, without the consent of the related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplement, waiver or modification to this Agreement, except for any amendment, supplement, waiver or other modification described in the first proviso of the first paragraph of Section 11.1(b)(i11.01 (other than clauses (d) and (g) thereof) that directly and adversely affects such Participant. Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01 (subject to the requirements of Sections 3.01(b), (c), (d) and (e), as applicable (it being understood that the documentation required under such Sections shall be delivered to the participating Lender)), 3.04 and 3.05 (through the applicable Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 11.09 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.15 as though it were a Lender. To the extent that any participation is purported to be made to a Disqualified Lender (other than a Net Short Lender) or to any Person that was (at the time of such participation) a Net Short Lender on a pro forma basis for such participation, such transaction shall be subject to the applicable provisions of Section 11.27(a) (and the Borrower shall be entitled to seek specific performance in any applicable court of law or equity to enforce this sentence); provided that a Lender shall be entitled to rely conclusively on any Net Short Representation made (or deemed made) to it in any agreement or instrument documenting or otherwise evidencing such Participation and shall have no duty to inquire as to or investigate the accuracy of any Net Short Representation therein or provided in connection with such Participation.

Appears in 2 contracts

Samples: First Lien Credit Agreement (WCG Clinical, Inc.), First Lien Credit Agreement (WCG Clinical, Inc.)

Participations. Any Committed Purchaser Lender may, in without the ordinary course consent of its business at the Borrowers, the Administrative Agent or any time Issuing Bank, sell participations to one or more Persons Eligible Assignees (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and obligations under this Agreement (including all or a portion of its Commitments and Loans of any Class); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunder, and Seller(C) Holdings, the ServicerBorrowers, the Conduit PurchasersAdministrative Agent, the Managing Agents Issuing Banks and the Collateral Agent other Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No , (D) the relationship between the Lender and the Participant shall have rights greater than those is that of a debtor and creditor (including in the bankruptcy or similar event of the related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser Lender) and any such (E) the Participant will under no circumstances (x) be subrogated to, or substituted in respect of of, the Lender’s claims under this Agreement and (y) have otherwise any contractual relationship with, or rights against, any Borrower under or in relation to this Agreement. Any agreement or instrument pursuant to which a Lender sells such participating interest a participation shall not restrict provide that such Committed Purchaser’s Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement 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, supplementmodification or waiver described in clause (i), waiver (ii), (iii), (vi) or modification (vii) in the first proviso to Section 9.02(b) that affects such Participant or requires the approval of all the Lenders. Holdings and the Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 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 a Lender and had acquired its interest by assignment and delegation pursuant to paragraph (b) of this AgreementSection; provided that such Participant (A) agrees to be subject to the provisions of Sections 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 Section 2.15 or 2.17, with respect to any participation, than its participating Lender 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. Each Lender that sells a participation agrees, at the Swiss Borrower’s request and expense, to use reasonable efforts to cooperate with the Swiss Borrower to effectuate the provisions of Section 2.19(b) 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 a Lender; provided that such Participant agrees to be subject to Section 2.18(c) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the applicable 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 Loans or other obligations under this Agreement or any amendmentother Loan 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 Commitments, supplementLoans, waiver Letters of Credit or modification described 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 Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 11.1(b)(i)5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and 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

Samples: Credit Agreement (Garrett Motion Inc.), Credit Agreement (Garrett Motion Inc.)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrower or the Agent, sell participations to one or more Persons any Person (each other than an Ineligible Institution) (each, a “Participant”) participating interests in its Pro Rata Share all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of the Purchaser Interests of the Committed Purchasers or any other interest of Loans owing to it); provided that (i) such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the SellerLender’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed Purchaser’s rights and obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its obligations hereundersuch obligations, and Seller(iii) the Borrower, the Servicer, the Conduit Purchasers, the Managing Agents Agent and the Collateral Agent Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant Agreement and (iv) no participant under any such participation shall have rights greater than those any right to approve any amendment or waiver of any provision of this Agreement or any Note, or any consent to any departure by the Borrower therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, any Obligations or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, or postpone any date fixed for any payment of principal of, or interest on, any Obligations or any fees or other amounts payable hereunder, in each case to the extent subject to such participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that 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 related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplement, waiver or other modification addressing the matters set forth in clause (iv) above to the extent subject to such participation. Subject to subsection (e) of this AgreementSection, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.09, 2.12 and 8.04(e) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 8.05 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. 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 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 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 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 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 amendmentnotice to the contrary. For the avoidance of doubt, supplement, waiver or modification described the Agent (in Section 11.1(b)(i)its capacity as Agent) shall have no responsibility for maintaining a Participant Register.

Appears in 2 contracts

Samples: Term Loan Agreement (Arizona Public Service Co), Term Loan Agreement (Arizona Public Service Co)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural person or more Persons the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and 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) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunder, and Seller(iii) the Borrower, the ServicerAdministrative Agent, the Conduit Purchasers, the Managing Agents Lenders and the Collateral Agent L/C Issuer shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant shall have rights greater than those In the event that any Lender sells a participation, such Lender shall, acting for this purpose as a non-fiduciary agent on behalf of the related Committed Purchaser. Each Committed Purchaser agrees Borrower, maintain, or cause to be maintained, a register, on which it enters the name of all Participants to whom such participation is sold and the principal amount (and stated interest thereon) of the portion of the Commitment, Loans and/or other obligations that any agreement between such Committed Purchaser and any such Participant in respect are the subject of such participating interest sale (the “Participant Register”). The Participant Register shall not restrict be available for inspection by the Borrower and the Administrative Agent at any reasonable time and from time to time upon reasonable prior notice. Any agreement or instrument pursuant to which a Lender sells such Committed Purchaser’s a participation shall provide that 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, supplement, waiver or modification to this Agreement, except for any amendment, supplement, waiver or other modification described in the first proviso to Section 11.1(b)(i11.01 that affects such Participant. 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 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 11.06(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender.

Appears in 2 contracts

Samples: Credit Agreement (Suburban Propane Partners Lp), Credit Agreement (Suburban Propane Partners Lp)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to one any Person (other than a natural person, a Defaulting Lender or more Persons the Borrowers, any of the Borrowers’ respective Affiliates or Subsidiaries or an Ineligible Assignee) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunder, and Seller(iii) the Borrowers, the ServicerAdministrative Agent, the Conduit Purchasers, the Managing Agents and the Collateral Agent Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant For the avoidance of doubt: (i) each Lender shall have rights greater than those be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation; and (ii) with respect to any participant that becomes an Ineligible Assignee after the Trade Date applicable to its participation (including as a result of the related Committed Purchaser. Each Committed Purchaser agrees that any agreement between delivery of a notice pursuant to, and/or the expiration of the notice period referred to in, the proviso of the definition of “Ineligible Assignee”), such Committed Purchaser and any such Participant in respect of such participating interest participant shall not restrict retroactively be disqualified from having become a participant pursuant to the applicable participation agreement. Notwithstanding the foregoing, any participation to a participant that becomes an Ineligible Assignee shall be subject to the provisions of paragraph (f) below. Any agreement or instrument pursuant to which a Lender sells such Committed Purchaser’s a participation shall provide that 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, supplement, waiver or modification to this Agreement, except for any amendment, supplement, waiver or other modification described in clause (y) of the first proviso to Section 11.1(b)(i10.01 that affects such Participant. The Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the requirements and limitations therein, including the requirements under Section 3.01 (it being understood that the documentation required under Section 3.01(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 3.06 and 10.13 as if it were an assignee under 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 such Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrowers to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.11 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, 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 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 Commitment or Loan or any of 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 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

Samples: Credit Agreement (Athene Holding LTD), Credit Agreement (Athene Holding LTD)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to one any Person (other than a natural Person, or more Persons a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or any Borrower or any of any Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of the Commitment and the Loans and participations owing to it and the Notes, if any, held by it); provided that (i) such Lender’s obligations under this Agreement and the other Loan Documents shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its obligations hereundersuch obligations, and Seller(iii) the Borrowers, the ServicerAdministrative Agent, the Conduit Purchasers, the Managing Agents Issuing Lender and the Collateral Agent Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant shall have rights greater than those Agreement and each of the related Committed Purchaserother Loan Documents. Each Committed Purchaser agrees For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.10 with respect to any payments made by such Lender to any of its Participants. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest Lender shall not restrict such Committed Purchaser’s 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, supplementmodification or waiver with respect to the following (to the extent that it affects such Participant): (i) any increase in the portion of the participation amount of any Participant over the amount thereof then in effect, waiver or modification any extension of the Commitment Period; or (ii) any reduction of the principal amount of or extension of the time for any payment of principal on any Loan, or the reduction of the rate of interest or extension of the time for payment of interest on any Loan, or the reduction of the commitment fee. The Borrowers agree that each Participant shall be entitled to the benefits of Article III hereof (subject to the requirements and limitations therein, including the requirements under Section 3.2(e) hereof (it being understood that the documentation required under Section 3.2(e) hereof shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this AgreementSection 12.9; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.4 and 3.6 hereof as if it were an assignee under subsection (b) of this Section 12.9; and (B) shall not be entitled to receive any greater payment under Article III hereof, with respect to any participation, than its participating Lender 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. Each Lender that sells a participation agrees, at the Administrative Xxxxxxxx’s request and expense, to use reasonable efforts to cooperate with the Borrowers to effectuate the provisions of Section 3.6 hereof with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.4 hereof as though it were a Lender; provided that such Participant agrees to be subject to Section 9.5 hereof as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, 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 Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any amendmentobligation 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, supplementloans, waiver letters of credit or modification described 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, letter of credit or other obligation is in registered form under Section 11.1(b)(i)5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and 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

Samples: Credit and Security Agreement (AvidXchange Holdings, Inc.), Credit and Security Agreement (AvidXchange Holdings, Inc.)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural Person, or more Persons a holding company, investment vehicle or trust for, or owned and operating for the primary benefit of a natural Person, a Defaulting Lender, any Loan Party or any of the Loan Party’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its obligations hereundersuch obligations, and Seller(iii) the Borrower, the ServicerAdministrative Agent, the Conduit Purchasers, the Managing Agents Issuing Bank and the Collateral Agent Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant Any agreement or instrument pursuant to which a Lender sells such a participation shall have rights greater than those of provide that such Lender shall retain the related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s sole right to agree enforce this Agreement and to approve any amendment, supplement, modification or waiver or modification to 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 (w) increase such Lender’s Commitment, (x) extend the date fixed for the payment of principal on the Loans or portions thereof owing to such Lender, or (y) reduce the rate at which interest is payable thereon. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.10 and 5.1 (subject to the requirements and limitations therein, including the requirements under Section 3.10(g) (it being understood that the documentation required under Section 3.10(g) shall be delivered to the participating Lender)) 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 shall not be entitled to receive any greater payment under Sections 5.1 or 3.10, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Regulatory Change that occurs after the Participant acquired the applicable participation. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 13.4 as though it were a Lender; provided that such Participant agrees to be subject to Section 3.3 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as 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 Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any amendmentobligation 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, supplementloans, waiver letters of credit or modification described 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, letter of credit or other obligation is in registered form under Section 11.1(b)(i)5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and 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 the Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Appears in 2 contracts

Samples: Credit Agreement (Smith Douglas Homes Corp.), Credit Agreement (Smith Douglas Homes Corp.)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, Borrower or Administrative Agent, sell participations to one any Person (other than a Disqualified Lender, a natural person, or more Persons 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 Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share all or a portion of such Lender’s rights or obligations under this Agreement (including all or a portion of the Purchaser Interests of the Committed Purchasers or any other interest of Loans owing to it); provided that (A) such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the SellerLender’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed Purchaser’s rights and obligations under this Agreement shall remain unchanged, (B) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its obligations hereundersuch obligations, and Seller(C) Borrower, the Servicer, the Conduit Purchasers, the Managing Agents Administrative Agent and the Collateral Agent Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant Any agreement or instrument pursuant to which a Lender sells such a participation shall have rights greater than those provide that 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 related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplement, modification or waiver or modification to this Agreement, except for any amendment, supplement, waiver or modification described in Section 11.1(b)(i9(b)(i) – (viii) that affects such Participant. Each Lender that sells a participation shall, acting solely for this purpose as 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 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 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 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 2 contracts

Samples: Credit Agreement (Atlas Energy Solutions Inc.), Credit Agreement (New Atlas HoldCo Inc.)

Participations. Any Committed Purchaser mayLender may at any time, in without the ordinary course consent of, or notice to, any Borrower or the Administrative Agent, sell participations to 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) any Borrower or its Subsidiaries or other Affiliates, (y) any Defaulting Lender or any of its business subsidiaries or (z) a Person who, at any the time sell to one or more Persons of such participation, is a Sanctioned Person if the sale of such participation would violate applicable law) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Credit Agreement (including all or a portion of its Revolving Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Credit Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunder, and Seller(iii) the Borrowers, the Servicer, the Conduit Purchasers, the Managing Agents Administrative Agent and the Collateral Agent each Credit Party shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Credit Agreement. No Participant Any agreement or instrument pursuant to which a Lender sells such a participation shall have rights greater than those provide that 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 related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplement, modification or waiver or modification to this Agreement, except for any amendment, supplement, waiver or modification described in Section 11.1(b)(i10.2(b) that affects such Participant. The Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.4, 3.5 and 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 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 3.7 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 3.5 or 3.6, with respect to any participation, than its participating Lender would have been entitled to receive. Each Lender that sells a participation agrees, at Lead Borrower’s request and expense, to use reasonable efforts to cooperate with Lead Borrower to effectuate the provisions of Section 3.7(b) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.8 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.8(h) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, 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 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, 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 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

Samples: Credit Agreement (Steven Madden, Ltd.), Credit Agreement (Steven Madden, Ltd.)

Participations. Any Committed Purchaser Subject to Section 10.1(b)(vi)(A) in the case of participations sold to Affiliated Lenders, any Lender may, in without the ordinary course of its business at consent of, or notice to, any time Loan Party or Administrative Agent, sell participations to one or more Persons (each other than a “Participant”natural Person or a Disqualified Institution) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement; provided that (i) such Lender’s obligations under this Agreement shall remain unchangedunchanged (except to the extent such Lender is required to give Borrower and Administrative Agent an IRS Form W-8IMY in accordance with Section 2.7(b)(iii)), (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunderand (iii) Borrower, Administrative Agent and Seller, the Servicer, the Conduit Purchasers, the Managing Agents and the Collateral Agent Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant Any agreement or instrument pursuant to which a Lender sells such a participation shall have rights greater than those provide that 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 related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplementmodification or waiver directly affecting (A) an extension of the regularly scheduled date of payment of any portion of the principal amount of or interest on or any fee payable with respect to any Loan allocated to such participation, waiver (B) a reduction of the principal amount of or modification the rate of interest payable on any Loan allocated to this Agreementsuch participation, (C) an increase in the Commitment allocated to such participation, (D) the release of any Lien granted in favor of Administrative Agent with respect to all or substantially all of the Collateral or the release of the guarantees of all or substantially all of the Guarantors, in each case other than in accordance with the terms of the Loan Documents or (E) the definition of “Requisite Lenders” (except for any amendmentchanges resulting solely from increases or other changes in the aggregate amount of the Commitments permitted hereunder or otherwise approved pursuant to Section 10.6). Subject to the further provisions of this Section 10.1(c), supplementBorrower agrees that each Participant shall be entitled to the benefits of Section 2.6(d) and Section 2.7 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.1(b). To the extent permitted by law, waiver or modification described in Section 11.1(b)(i).each Participant also shall be entitled to the benefits of

Appears in 2 contracts

Samples: Credit Agreement (EngageSmart, LLC), Credit Agreement (EngageSmart, LLC)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to one any Person (other than a natural person, a trust for the benefit of a natural person, a Defaulting Lender, the Company or more Persons any of the Company’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and 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 owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunder, and Seller(iii) the Borrowers, the ServicerAdministrative Agent, the Conduit Purchasers, the Managing Agents Lenders and the Collateral Agent L/C Issuer shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Each Lender that sells a participation shall, acting as an agent of the Borrowers solely for this purpose, 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 Loans, or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have rights greater than those any obligation to disclose all or any portion of the related Committed Purchaser. Each Committed Purchaser agrees Participant Register to any Person except to the extent that such disclosure is necessary to establish compliance with any applicable provision of the Code, including to establish that any agreement between Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entities in the Participant Register shall be conclusive absent manifest error, and such Committed Purchaser and any such Lender shall treat each person whose name is recorded in the Participant in respect Register as the owner of such participating interest participation for all purposes of the Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall not restrict provide that such Committed Purchaser’s 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, supplement, waiver or modification to this Agreement, except for any amendment, supplement, waiver or other modification described in the first proviso to Section 11.1(b)(i)10.01 that affects such Participant. 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 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.11 as though it were a Lender.

Appears in 2 contracts

Samples: Credit Agreement (Allied Motion Technologies Inc), Credit Agreement (Allied Motion Technologies Inc)

Participations. Any Committed Purchaser mayLender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, the Issuing Banks or any other Person sell participations (a “Participation”) to any Person (other than to any Person described in the ordinary course proviso to the definition of its business at any time sell to one or more Persons “Eligible Assignee”) (each each, a “Participant”) participating interests in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Pro Rata Share Commitment and/or the Loans, Letters of Credit and other Obligations owing to it); provided that, (i) the consent of the Purchaser Interests Borrower will be required with respect to participations in commitments under the Revolving Facility, unless (A) a Specified Event of Default has occurred and is continuing at the time of such participation or (B) such participation is made to a Revolving Lender or an Affiliate of the Committed Purchasers or any other interest of participating Revolving Lender (ii) such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the SellerLender’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed Purchaser’s rights and obligations under this Agreement shall remain unchanged, ; (iii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its obligations hereunder, and Sellersuch obligations; (iv) the Borrower, the Servicer, the Conduit Purchasers, the Managing Agents and the Collateral Agent other Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No ; and (v) the form of any agreement or instrument pursuant to which a Lender sells such a participation or providing for rights of the Participant shall have rights greater than those be reasonably acceptable to the Borrower (it being agreed that the LSTA form Participation Agreement for Par/Near Par Trades (December 1, 2021) is acceptable), and in any event such agreement or instrument shall provide that the participating Lender shall retain the sole and exclusive right to enforce this Agreement and the other Loan Documents as a Lender hereunder and to approve any and all amendments, modifications, consents or waivers of any provision of this Agreement or any other Loan Document, except as may be permitted in the following clause (vi); (vi) any agreement or instrument pursuant to which a participation is made (A) may (but shall not be required to) provide that the participating Lender will not, without the consent of the related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplement, amendment or waiver or modification to this Agreement, except for any amendment, supplement, waiver or modification described in Section 11.1(b)(i11.01(b)(i) or Section 11.01(b)(ii) that by its terms directly and adversely affects such Participant and (B) shall not require, and shall disclaim any obligation with respect to, the disclosure of any Information, except as may be explicitly permitted by Section 11.08. Subject to Section 11.07(e), the Borrower agrees that each Participant shall be entitled to the benefits of Section 3.01 (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)), Section 3.04 and Section 3.05 (through the applicable Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 11.07(b). To the extent permitted by Applicable Law, each Participant also shall be entitled to the benefits of Section 11.09 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.15 as though it were a Lender. To the extent that any participation is purported to be made to a Disqualified Lender, such transaction shall be subject to the applicable provisions of Section 11.27.

Appears in 2 contracts

Samples: Credit Agreement (Ironwood Pharmaceuticals Inc), Credit Agreement (Ironwood Pharmaceuticals Inc)

Participations. (a) Any Committed Purchaser mayLender may at any time, without the consent of, or notice to, the Borrower but with the prior written consent of the Agent (which consent may be unreasonably withheld), sell participations to any Person (other than a natural Person, a Borrower or Guarantor or any of the Borrower's or Guarantor's Affiliates or Subsidiaries) (each, a "Participant") in the ordinary course all or a portion of such Lender's rights and obligations under this Agreement (including all or a portion of its business at any time sell Commitments and the Advance owing to one or more Persons it); provided that, (each a “Participant”i) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers or any other interest of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed Purchaser’s rights and Lender's obligations under this Agreement shall remain unchanged, ; (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its obligations hereunder, and Sellersuch obligations; (iii) the Borrower, the Servicer, the Conduit Purchasers, the Managing Agents Agent and the Collateral Agent other Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed Purchaser’s Lender's rights and obligations under this Agreement. No Any payment by a Participant to a Lender in connection with a sale of a participation shall not be deemed to be a repayment by the Borrower or a new Advance to the Borrower. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 14.08 with respect to any payments made by such Lender to its Participants. (b) Subject to this Section, the Borrower agrees that each Participant shall have rights greater than those be entitled to the benefits of Section 15.01 and Section 15.02 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 17.02. To the extent permitted by Applicable Law, each Participant also shall be entitled to the benefits of Section 13.05 as though it were a Lender; provided that, the Participant agrees to be subject to Section 14.06 as though it were a Lender. (c) Any agreement or instrument under which a Lender sells such a participation shall provide that such selling 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 selling Lender will not, without the consent of the related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplement, waiver or other modification to this Agreementthat would: reduce the principal of, except or interest on, the Credit Facility or any other amounts payable hereunder; postpone any date fixed for any amendmentpayment of principal of, supplementor interest on, waiver the Advance or modification described any other amounts payable hereunder; or increase the Commitment or extend the maturity date of the Advance, in each case to the extent subject to such participation, or release a material portion of the Security Documents, any collateral held for the Obligations or the value of any guarantees. (d) A Participant shall not be entitled to receive any greater payment under Section 11.1(b)(i)15.01 and Section 15.02 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 the Participant is made with the Borrower's prior written consent.

Appears in 2 contracts

Samples: Credit Agreement (McEwen Mining Inc.), Credit Agreement (McEwen Mining Inc.)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to one any Person and any such participant may sell sub-participations to any Person (other than a natural Person or more Persons a trust for the benefit of a natural Person, a Defaulting Lender or any Borrower or any of the Borrowers’ Affiliates or Subsidiaries) (each such Person, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment and/or the applicable Term Loan); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunder, and Seller(iii) the Borrowers, the Servicer, the Conduit Purchasers, the Managing Agents Administrative Agent and the Collateral Agent Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant For the avoidance of doubt, each Lender shall have rights greater than those 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 a Lender sells such a participation shall provide that 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 (A) that such Lender will not, without the consent of the related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplement, waiver or modification to this Agreement, except for any amendment, supplement, waiver or other modification described in the first proviso to Section 11.1(b)(i10.01 that affects such Participant and (B) solely in the case of a bank that is a member of the Farm Credit System that (x) has purchased a participation interest in the minimum amount of $5,000,000 in such Xxxxxx’s Commitment on or after the Restatement Date and (y) is, by written notice (“Voting Participant Notification”), designated by such Lender to the Administrative Borrower and the Administrative Agent as being entitled to be accorded the rights of a Voting Participant hereunder (any bank that is a member of the Farm Credit System so designated being called a “Voting Participant”), that such Voting Participant shall be entitled to vote (and the voting rights of such Lender shall be correspondingly reduced), on a Dollar for Dollar basis, as if such Voting Participant were a Lender on any matter requiring or allowing a Lender to provide or withhold its consent or to otherwise vote on any proposed action. To be effective, each Voting Participant Notification shall, with respect to such Voting Participant, (1) state the full legal name of such Voting Participant, as well as all contact information required of a Lender as set forth in Section 10.02(a)(ii) and (2) state the Dollar amount of participation interest purchased. Notwithstanding the above, the Administrative Agent acknowledges the participations noted on Schedule 2.01 as of the Restatement Date and no Voting Participant Notification shall be required with respect to such participations. Subject to subsection (e) of this Section, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.01 and 3.02 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 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 3.02, 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. Each Lender that sells a participation agrees, at the Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrowers 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 10.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.11 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrowers, 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 Term Loans or other obligations under the Loan Documents (the “Participant Register”); provided that, except with respect to a Voting Participant, 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 Commitments, Term 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, Term 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 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

Samples: Term Loan Agreement (Potlatchdeltic Corp), Term Loan Agreement (Potlatchdeltic Corp)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to one any Person and any such participant may sell sub-participations to any Person (other than a natural Person or more Persons a trust for the benefit of a natural Person, a Defaulting Lender or any Borrower or any of the Borrowers’ Affiliates or Subsidiaries) (each such Person, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment and/or the applicable Term Loan); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunder, and Seller(iii) the Borrowers, the Servicer, the Conduit Purchasers, the Managing Agents Administrative Agent and the Collateral Agent Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant For the avoidance of doubt, each Lender shall have rights greater than those 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 a Lender sells such a participation shall provide that 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 (A) that such Lender will not, without the consent of the related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplement, waiver or modification to this Agreement, except for any amendment, supplement, waiver or other modification described in the first proviso to Section 11.1(b)(i10.01 that affects such Participant and (B) solely in the case of a bank that is a member of the Farm Credit System that (x) has purchased a participation interest in the minimum amount of $5,000,000 in such Lender’s Commitment on or after the Restatement Date and (y) is, by written notice (“Voting Participant Notification”), designated by such Lender to the Administrative Borrower and the Administrative Agent as being entitled to be accorded the rights of a Voting Participant hereunder (any bank that is a member of the Farm Credit System so designated being called a “Voting Participant”), that such Voting Participant shall be entitled to vote (and the voting rights of such Lender shall be correspondingly reduced), on a Dollar for Dollar basis, as if such Voting Participant were a Lender on any matter requiring or allowing a Lender to provide or withhold its consent or to otherwise vote on any proposed action. To be effective, each Voting Participant Notification shall, with respect to such Voting Participant, (1) state the full legal name of such Voting Participant, as well as all contact information required of a Lender as set forth in Section 10.02(a)(ii) and (2) state the Dollar amount of participation interest purchased. Notwithstanding the above, the Administrative Agent acknowledges the participations noted on Schedule 2.01 as of the Restatement Date and no Voting Participant Notification shall be required with respect to such participations. Subject to subsection (e) of this Section, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.01 and 3.02 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 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 3.02, 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. Each Lender that sells a participation agrees, at the Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrowers 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 10.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.11 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrowers, 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 Term Loans or other obligations under the Loan Documents (the “Participant Register”); provided that, except with respect to a Voting Participant, 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 Commitments, Term 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, Term 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 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

Samples: Term Loan Agreement (Potlatchdeltic Corp), Term Loan Agreement (Potlatchdeltic Corp)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural Person, a holding company, investment vehicle or more Persons trust established for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its obligations hereundersuch obligations, and Seller(iii) the Borrower, the ServicerAdministrative Agent, the Conduit Purchasers, the Managing Agents Issuing Lender and the Collateral Agent other Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserXxxxxx’s rights and obligations under this Agreement. No Participant For the avoidance of doubt, each Lender shall have rights greater than those be responsible for the indemnities under Sections 2.20(e) and 9.7 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that 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 related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplement, modification or waiver or modification to this Agreement, except which affects such Participant and for any amendment, supplement, waiver or modification which the consent of such Lender is required (as described in Section 11.1(b)(i10.1). The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.19, 2.20 and 2.21 (subject to the requirements and limitations therein, including the requirements under Section 2.20(f) (it being understood that the documentation required under Section 2.20(f) shall be delivered by such Participant to the Lender granting such participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.6(b); provided that such Participant (A) agrees to be subject to the provisions of Sections 2.22 and 2.23 as if it were an assignee under Section 10.6(b); and (B) shall not be entitled to receive any greater payment under Sections 2.19 or 2.20, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in any Requirement of Law that occurs after the Participant 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 Sections 2.22 and 2.23 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.7 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.18(k) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as 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 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, 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 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

Samples: Credit Agreement (Fastly, Inc.), Credit Agreement (Fastly, Inc.)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of, or notice to, the Borrower, the Administrative Agent, Issuing Bank or Swingline Lender, sell participations to one any Person (other than a natural person or more Persons the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations hereunderand (iii) the Borrower, the Administrative Agent, the Issuing Bank, and Seller, the Servicer, the Conduit Purchasers, the Managing Agents and the Collateral Agent Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant Any agreement or instrument pursuant to which a Lender sells such a participation shall have rights greater than those of provide that such Lender shall retain the related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s sole right to agree enforce this Agreement and to approve any amendment, supplement, modification or waiver or modification to 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 (w) increase such Lender’s Commitment, (x) extend the date fixed for the payment of principal on the Loans or portions thereof owing to such Lender, (y) reduce the rate at which interest is payable thereon or (z) release any Guarantor from its Obligations under the Guaranty (if applicable) other than in accordance with Section 8.14 or any other release in accordance with the terms hereof, in each case, as applicable to that portion of such Lender’s rights and/or obligations that are subject to the participation. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.10, 5.1 and 5.4 (subject to the requirements and limitations therein, including the requirements under Section 3.10(g) (it being understood that the documentation required under Section 3.10(g) shall be delivered to the participating Lender )) 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 5.6 and 5.7 as if it were an assignee under subsection (b) of this Section; and (B) shall not be entitled to receive any greater payment under Section 5.1 or 3.10, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent either such entitlement to receive a greater payment results from a Regulatory Change that occurs after the Participant acquired the applicable participation or the sale of the participation to such Participant is made with the Borrower’s prior written consent. 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 5.6 with respect to any Participant. To the extent permitted by Applicable Law, each Participant also shall be entitled to the benefits of Section 13.4 as though it were a Lender, provided that such Participant agrees to be subject to Section 3.3 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as 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 each Participant’s interest in the Commitments, Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any amendmentobligation 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 Commitment, supplementLoan or other obligation under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, waiver Loan or modification described other obligation is in registered form under Section 11.1(b)(i)5f.103-1(c) of the Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such interest in the Loans or other obligations under the Loan Documents as the owner thereof 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

Samples: Credit Agreement (Hudson Pacific Properties, L.P.), Credit Agreement (Hudson Pacific Properties, L.P.)

Participations. Any Committed Purchaser may, in the ordinary course of its business Lender may at any time time, without the consent of but with written notice to, the Borrowers or the Administrative Agent, sell participations to one any Person (other than a natural Person, or more Persons a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrowers or any of the Borrowers’ Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers all or any other interest a portion of such Committed Purchaser hereunder. The selling Committed Purchaser will consult with the Seller regarding the suitability of each Participant prior to the effectiveness of any participation pursuant to this Section 11.2 and, so long as the Seller’s response is not unreasonably withheld or delayed, such Committed Purchaser will use commercially reasonable efforts to accommodate the Seller’s preferences, and, if the Seller timely solicits a commitment from an eligible Participant on terms that are not disadvantageous to the selling Committed Purchaser, such Committed Purchaser will accommodate the Seller’s request. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed PurchaserLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment(s) and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Committed Purchaser Lender shall remain solely responsible to the other parties hereto for the performance of its obligations hereundersuch obligations, and Seller(iii) the Borrowers, the ServicerAdministrative Agent, the Conduit Purchasers, the Managing Agents and the Collateral Agent Lenders shall continue to deal solely and directly with such Committed Purchaser Lender in connection with such Committed PurchaserLender’s rights and obligations under this Agreement. No Participant For the avoidance of doubt, each Lender shall have rights greater than those be responsible for the indemnity under Sections 12.3(b) or (c) with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that 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 related Committed Purchaser. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to Participant, agree to any amendment, supplement, modification or waiver or modification to this Agreement, except for any amendment, supplement, waiver or modification described in Section 11.1(b)(i12.2 which requires the consent of all Lenders and affects such Participant. The Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.16, 2.17 and 2.18 (subject to the requirements and limitations therein, including the requirements under Section 2.18(g) (it being understood that the documentation required under Section 2.18(g) shall be delivered to the participating Lender)) 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 Section 2.21 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 2.17 or 2.18, with respect to any participation, than its participating Lender 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. Each Lender that sells a participation agrees, at the Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrowers to effectuate the provisions of Section 2.21 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 12.8 as though it were a Lender; provided further that such Participant agrees to be subject to Section 2.15 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers (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 interest) of each Participant’s interest in the 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, 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 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 the Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Appears in 2 contracts

Samples: Secured Revolving Loan Credit Agreement (StratCap Digital Infrastructure REIT, Inc.), Secured Revolving Loan Credit Agreement (Strategic Wireless Infrastructure Fund Ii, Inc.)