Participations. The Lender may at any time, without the consent of, or notice to, the Borrower, sell participations to one or more participants (other than the Borrower or any of the Borrower’s Affiliates) (each, a “Participant”) in all or a portion of the Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and the Loan owing to it); provided that (i) the Lender’s obligations under this Agreement shall remain unchanged, (ii) the Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower shall continue to deal solely and directly with the Lender in connection with the Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the Lender sells such a participation shall provide that the Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, and 3.04 to the same extent as if it were the Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were the Lender. The Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.
Appears in 8 contracts
Samples: Second Lien Credit Agreement (Beneficient), Credit Agreement (Beneficient Co Group, L.P.), Credit Agreement (Beneficient Co Group, L.P.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 8 contracts
Samples: Credit Agreement (Acadia Healthcare Company, Inc.), Credit Agreement (Acadia Healthcare Company, Inc.), Credit Agreement (Acadia Healthcare Company, Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person), a Disqualified Institution, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 11.01(a) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 7 contracts
Samples: Term Loan Credit Agreement (Newmark Group, Inc.), Credit Agreement (BGC Partners, Inc.), Credit Agreement (Newmark Group, Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, or the L/C Issuers sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 6 contracts
Samples: Credit Agreement (Andeavor Logistics Lp), Credit Agreement (Tesoro Logistics Lp), Credit Agreement (Tesoro Corp /New/)
Participations. The Any Lender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, the Swing Line Lender or any L/C Issuer, sell participations to one or more participants (other than the Borrower or any of the Borrower’s Affiliates) Eligible Assignee (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided provided, that (i) the such Lender’s obligations under this Agreement shall remain unchanged, ; (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations; and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided, that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Subject to clause (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the requirements and limitations of such Sections and Section 10.13 and the Participant’s compliance with Section 3.01(d)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation10.06(b); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interestrelated interest amounts) of each Participantparticipant’s interest in the Loan Loans or other obligations under the Loan Documents this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive conclusive, absent manifest error, and the Borrower and such Lender shall treat each Person person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary; provided, that no Lender shall have the obligation to disclose all or a portion of the Participant Register (including the identity of the Participant or any information relating to a Participant’s interest in any Loans or other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that any loans are in registered form for U.S. federal income tax purposes.
Appears in 6 contracts
Samples: Credit Agreement (Entercom Communications Corp), Credit Agreement (CBS Corp), Credit Agreement (CBS Radio Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than the Borrower a Person described in Section 10.06(b)(v) that is not permitted to be an assignee with respect to Loans or any of the Borrower’s AffiliatesCommitments) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the requirements and limitations therein, including the requirements under Section 3.01(f) (it being understood that the documentation required under Section 3.01(f) shall be delivered to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation)Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 Section 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section Section; and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 10.13 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender, provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 6 contracts
Samples: Credit Agreement (Babcock & Wilcox Enterprises, Inc.), Credit Agreement (Babcock & Wilcox Enterprises, Inc.), Credit Agreement (Babcock & Wilcox Co)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph subsection (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender, provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 5 contracts
Samples: Credit Agreement (TreeHouse Foods, Inc.), Credit Agreement (TreeHouse Foods, Inc.), Credit Agreement (TreeHouse Foods, Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (i) through (v) of Section 10.01(a) that affects such Participant. The Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 with respect to any ParticipantSection. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s 's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 5 contracts
Samples: Credit Agreement, Term Loan Credit Agreement (Laboratory Corp of America Holdings), Term Loan Credit Agreement (Laboratory Corp of America Holdings)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and Commitments and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections Section 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.10 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 4 contracts
Samples: Credit Agreement (Pebblebrook Hotel Trust), Credit Agreement (Pebblebrook Hotel Trust), Credit Agreement (Pebblebrook Hotel Trust)
Participations. The Any Lender may at any time, without the consent of, or notice to, any Borrower or the BorrowerAdministrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower Company or any of the BorrowerCompany’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the requirements and limitations therein, including the requirements under Section 3.01(e) (it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the same extent as if it were a Lender who sells the participation)and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrower Borrowers to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the BorrowerBorrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 4 contracts
Samples: Credit Agreement (Chicago Bridge & Iron Co N V), Credit Agreement (Chicago Bridge & Iron Co N V), Credit Agreement (Chicago Bridge & Iron Co N V)
Participations. The Any Lender may at any time, without the consent of, or notice to, Borrower, but subject to the Borrowerprior written consent of Administrative Agent, sell participations to one or more participants (other than the Borrower or any of the Borrower’s Affiliates) (each, a “Participant”) Participant in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, and (iii) the Borrower Borrower, Administrative Agent, and Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 12.1(b) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Section 12.10 which requires the consent of all Lenders and affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.013.1, 3.4 and 3.04 3.5 (subject to the requirements and limitations therein, including the requirements under Section 3.4(g) (it being understood that the documentation required under Section 3.4(g) shall be delivered to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection paragraph (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation)Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 Section 3.6 as if it were an assignee under paragraph (b) of this Section Section; and (B) shall not be entitled to receive any greater payment under Sections 3.01 3.1 or 3.043.4, with respect to any participation, than the its participating Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.6 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 4.3 as though it were a Lender; provided that such Participant agrees to pay to Administrative Agent any amount set-off for application to the Obligations under the Loan Documents as required pursuant to Section 4.3; provided further that such Participant agrees to be subject to Section 12.23 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 4 contracts
Samples: Credit Agreement (Granite Ridge Resources, Inc.), Credit Agreement (Granite Ridge Resources, Inc.), Credit Agreement (Granite Ridge Resources, Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.10 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 4 contracts
Samples: Term Loan Agreement (Tanger Properties LTD Partnership /Nc/), Term Loan Agreement (Tanger Properties LTD Partnership /Nc/), Term Loan Agreement (Tanger Properties LTD Partnership /Nc/)
Participations. The Any Lender may at any time, without the consent of, or notice to, the Borrower, any L/C Issuer or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or any of their Affiliates, or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, each L/C Issuer and the other Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the requirements and limitations therein, including the requirements under Section 3.01(e) (it being understood that the documentation required under Section 3.01(e) shall be delivered to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 with respect to any ParticipantSection. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.09 as though it were the a Lender. The Lender that sells , provided such Participant agrees to be subject to Section 2.13 as though it were a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contraryLender.
Appears in 4 contracts
Samples: Credit Agreement, Credit Agreement (Enbridge Energy Partners Lp), Credit Agreement (Enbridge Energy Partners Lp)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and obligations, (iii) unless otherwise agreed by the Borrower Borrower, the written agreement or instrument pursuant to which a Lender sells a participation shall include a representation by the Participant that it is not a Disqualified Institution, and (iv) the Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 4 contracts
Samples: Credit Agreement (Bojangles', Inc.), Credit Agreement (Bojangles', Inc.), Credit Agreement (Bojangles', Inc.)
Participations. The Any Lender may at any timemay, without the consent of, or notice toof the Borrower, the BorrowerAdministrative Agent or the Issuing Lenders, sell participations to one or more participants banks or other entities (other than the Borrower or any of the Borrower’s Affiliates) (each, a “Participant”) ), other than an Ineligible Institution, in all or a portion of the such Lender’s rights and/or and obligations under this Agreement (including all or a portion of its Commitment and the Loan Loans owing to it); provided that (iA) the such Lender’s obligations under this Agreement shall remain unchanged, ; (iiB) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations; and (iiiC) the Borrower Borrower, the Administrative Agent, the Issuing Lenders and the other Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 8.2 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.013.1, 3.2, 3.4 and 3.04 3.5 (subject to the requirements and limitations therein, including the requirements under Sections 3.5(f) and (g) (it being understood that the documentation required under Section 3.5(f) shall be delivered to the participating Lender and the information and documentation required under Section 3.5(g) will be delivered to the Borrower and the Administrative Agent)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation)12.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 Section 2.19 as if it were an assignee under paragraph (b) of this Section 12.3; and (B) shall not be entitled to receive any greater payment under Sections 3.01 Section 3.1, 3.2 or 3.043.5, with respect to any participation, than the its participating Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 2.19 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.1 as though it were the a Lender; provided that such Participant agrees to be subject to Section 11.2 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitmentsCommitments, loansLoans, letters Facility Letters of credit Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitmentCommitment, loan Loan, Facility Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 4 contracts
Samples: Credit Agreement (Curbline Properties Corp.), Credit Agreement (SITE Centers Corp.), Credit Agreement (SITE Centers Corp.)
Participations. The Any Lender may at any time, without the consent of, or notice to, any Borrower or the BorrowerAdministrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower Company or any of the BorrowerCompany’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower Company agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the BorrowerCompany’s request and expense, to use reasonable efforts to cooperate with the Borrower Company to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the BorrowerCompany, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 3 contracts
Samples: Credit Agreement (Curtiss Wright Corp), Credit Agreement (PMC Sierra Inc), Credit Agreement (Quaker Chemical Corp)
Participations. The Any Lender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, Swingline Lender or LC Issuer sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender, a Disqualified Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in LC Obligations and/or Swingline Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the LC Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the requirements and limitations therein, including the requirements under Section 3.01(g) (it being understood that the documentation required under Section 3.01(g) shall be delivered to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation)Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section Section; and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the its participating Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 10.13 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.15 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 3 contracts
Samples: Credit Agreement (NuStar Energy L.P.), Credit Agreement (Sunoco LP), Credit Agreement (Sunoco LP)
Participations. The Any Lender may at any time, without the consent of, or notice to, any Borrower, any L/C Issuer or the BorrowerAdministrative Agent, sell participations to one or more participants any Person (other than the a natural person, a Defaulting Lender or any of their Affiliates, or any Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, each L/C Issuer and the other Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Subject to subsection (e) of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the requirements and limitations therein, including the requirements under Section 3.01(e) (it being understood that the documentation required under Section 3.01(e) shall be delivered to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 with respect to any ParticipantSection. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.09 as though it were the a Lender. The Lender that sells , provided such Participant agrees to be subject to Section 2.13 as though it were a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contraryLender.
Appears in 3 contracts
Samples: Security Agreement (Enbridge Energy Partners Lp), Security Agreement (Midcoast Energy Partners, L.P.), Credit Agreement (Midcoast Energy Partners, L.P.)
Participations. The Any Lender may at any time, without the consent of, or notice to, any Borrower or the BorrowerAdministrative Agent, sell participations to one or more participants any Person (other than the Borrower a natural Person, a known Defaulting Lender or a Loan Party or any Affiliates or Subsidiaries of the Borrower’s Affiliatesa Loan Party) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, the L/C Issuers and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this AgreementAgreement or any of the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clause (y) of the first proviso to Section 10.01 that affects such Participant and requires the consent of each Lender directly affected thereby. The Each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.14 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 3.01, 3.04 or 3.043.05, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except unless the sale of the participation to such Participant is made with the Borrowers’ prior written consent. A participant shall not be entitled to the benefits of Section 3.01 to the extent such entitlement Participant fails to receive comply with Section 3.01(e) as though it were a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participationLender. The Each Lender that sells a participation agrees, at the a Borrower’s request and expense, to use reasonable efforts to cooperate with the such Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.09 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.14 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the BorrowerBorrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitmentsCommitments, loansLoans, letters of credit L/C Borrowings, Swing Line Loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitmentCommitment, loan Loan, L/C Borrowing, Swing Line Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 3 contracts
Samples: Credit Agreement (Constellium SE), Credit Agreement (Constellium N.V.), Credit Agreement (Constellium N.V.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person or the Borrower Parent Guarantor or any of the BorrowerParent Guarantor’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Credit Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Credit Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Credit Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.6 that affects such Participant. The Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.013.9, 3.12, 3.13 and 3.04 3.14 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant shall be subject to the requirements and limitations therein, including the requirements under Section 3.13(f) (it being understood that the documentation required under Section 3.01(d3.13(f) shall be delivered to the Lender who sells the participationparticipating Lender); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 3.7 as though it were the a Lender, provided such Participant agrees to be subject to Section 3.8 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Credit Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any commitmentsCommitment, loans, letters of credit Loans or its other obligations under any Loan Credit Document) to any Person except to the extent that such disclosure is necessary to establish that such commitmentCommitment, loan Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Credit Agreement notwithstanding any notice to the contrary.
Appears in 3 contracts
Samples: Term Loan Credit Agreement, Term Loan Credit Agreement (PNM Resources Inc), Term Loan Credit Agreement (PNM Resources Inc)
Participations. The Any Lender may may, at any time, without the consent of, or notice to, the BorrowerBorrowers or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or the Borrower Borrowers or any of the Borrower’s AffiliatesBorrowers’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrower agrees 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 3.04 3.05 (subject to the requirements and limitations therein, including the requirements under Section 3.01(e) (it being understood that the documentation required under Section 3.01(e) shall be delivered to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation11.06(b); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 with respect to any Participant. To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the 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 Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any commitmentsCommitments, loansLoans, letters Letters of credit Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitmentCommitment, loan Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States US Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 3 contracts
Samples: Credit Agreement (Colfax CORP), Credit Agreement (Colfax CORP), Credit Agreement (Colfax CORP)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the lettered items of the first proviso to Section 10.01 that affects such Participant. The Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 with respect to any ParticipantSection. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.14 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s Participants interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 3 contracts
Samples: Credit Agreement (Franklin Street Properties Corp /Ma/), Credit Agreement (Franklin Street Properties Corp /Ma/), Credit Agreement (Franklin Street Properties Corp /Ma/)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 11.01(a) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 3 contracts
Samples: Credit Agreement (WHITEWAVE FOODS Co), Credit Agreement (Dean Foods Co), Credit Agreement (WHITEWAVE FOODS Co)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person (or holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person), a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, and the other Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (i) through (vi) of Section 11.01(a) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (subject to the requirements and limitations therein, including the requirements under Section 3.01(e) and it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 3 contracts
Samples: Credit Agreement (Phillips Edison & Company, Inc.), Credit Agreement (Phillips Edison & Company, Inc.), Credit Agreement (Phillips Edison & Company, Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. 106 Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Sections 10.01(a) – (f) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph subsection (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 3.01, 3.04 or 3.043.05, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 3 contracts
Samples: Credit Agreement (Cole Credit Property Trust V, Inc.), Credit Agreement (Cole Office & Industrial REIT (CCIT II), Inc.), Credit Agreement (Cole Office & Industrial REIT (CCIT II), Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Xxxxxx’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the Lendersuch Xxxxxx’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (c) through (j) of the first proviso to Section 11.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the same extent as if it were requirements and limitations therein, including the Lender and had acquired its interest by assignment pursuant to subsection (brequirements under Section 3.01(e) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations Obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitmentsCommitments, loansLoans, letters Letters of credit Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitmentCommitment, loan Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e)
Appears in 3 contracts
Samples: Credit Agreement (Tutor Perini Corp), Credit Agreement (Tutor Perini Corp), Credit Agreement (Tutor Perini Corp)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participations. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 (other than those in the proviso in Section 10.01(d)) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the same extent as if it were requirements and limitations therein, including the Lender and had acquired its interest by assignment pursuant to subsection (brequirements under Section 3.01(e) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 3 contracts
Samples: Assignment and Assumption (Basic Energy Services Inc), Abl Credit Agreement (U.S. Well Services, Inc.), Abl Credit Agreement (Basic Energy Services Inc)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than the Borrower a Person described in Section 10.06(b)(v) that is not permitted to be an assignee with respect to Loans or any of the Borrower’s AffiliatesCommitments) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the requirements and limitations therein, including the requirements under Section 3.01(f) (it being understood that the documentation required under Section 3.01(f) shall be delivered solely to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation)Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 Section 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section Section; and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 10.13 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender, provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Samples: Credit Agreement (BWX Technologies, Inc.), Credit Agreement (BWX Technologies, Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the Borrowerany Loan Party or Agent, sell participations to one or more participants any Person (other than the Borrower a natural person or any of the BorrowerLoan Party’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and Commitments and/or the Loan Loans (including such Lender’s participations in L/C Obligations) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Loan Parties, Agent, the L/C Issuer and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrower Subject to subsection (e) of this Section, each Loan Party agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 with respect to any ParticipantSection. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the BorrowerCompany, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan or Loans and the other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the 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 (American Vanguard Corp), Credit Agreement (American Vanguard Corp)
Participations. The A Lender may at any time, without with the prior written consent ofof the Borrower (unless an Event of Default exists and is continuing or such participation is to Lender or an Affiliate or Approved Fund of a Lender), such consent not to be unreasonably withheld or notice to, the Borrowerdelayed, sell participations to one or more participants (other than the Borrower or any of the Borrower’s Affiliates) Eligible Assignee (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and the Loan portion of any Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the Borrower, the other parties hereto Lenders and the Administrative Agent for the performance of such obligations and (iii) the Borrower and the Administrative Agent shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this AgreementAgreement and the other Loan Documents; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that would require the consent of all of the Lenders or such Lender. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.01 and 3.04 3.03 (subject to the limitations and requirements of those Sections) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 10.06; provided that the Participant shall not be entitled to the benefits of Section 3.01 to the extent of any Taxes imposed as a result of such Participant’s failure to provide the forms required under Section 3.01(g) if it were a Lender (it being understood that the documentation required under Section 3.01(d) Participant shall be delivered provide such forms to the participating Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions instead of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 with respect to any Participant). To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.12 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit the Loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that the Loans or such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Samples: Margin Loan Agreement (Liberty Broadband Corp), Margin Loan Agreement (Liberty Broadband Corp)
Participations. The Any Lender may at any time, without the consent of, or notice to, any Borrower or the BorrowerAdministrative Agent, sell participations to one or more participants any Person (other than the Borrower a natural person, a Defaulting Lender, Xxxxxxxxx or any of the Borrower’s AffiliatesXxxxxxxxx’x Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Xxxxxx’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(d) with respect to any payments made by such Lender to its Participants. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the requirements and limitations therein, including the requirements under Section 3.01(f) (it being understood that the documentation required under Section 3.01(f) shall be delivered to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation)Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 Section 3.06 (and, for the avoidance of doubt, Section 11.13) as if it were an assignee under paragraph subsection (b) of this Section Section; and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the its participating Lender from whom it acquired the applicable participation would have been entitled to receive, except . A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the extent benefits of Section 3.01 unless Xxxxxxxxx is notified of the participation sold to such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender that sells a participation and such Participant agrees, at for the Borrower’s request and expensebenefit of the Borrowers, to use reasonable efforts to cooperate comply with the Borrower to effectuate the provisions of Section 3.05 with respect to any Participant3.01(f) as though it were a Lender. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.14 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the BorrowerBorrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in “registered form under form” within the meaning of Section 5f.103-1(c) of the United States Treasury RegulationsRegulations or, if different, Section 871(h)(2) or 881(c)(2) of the Code. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Samples: Credit Agreement (Carpenter Technology Corp), Credit Agreement (Carpenter Technology Corp)
Participations. The Any Lender may at any time, without the consent of, or notice to, any Borrower or the BorrowerAdministrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower Company or any of the BorrowerCompany’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph subsection (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s Company's request and expense, to use reasonable efforts to cooperate with the Borrower Company to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the BorrowerBorrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s 's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Samples: Credit Agreement (Tile Shop Holdings, Inc.), Credit Agreement (Tile Shop Holdings, Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and obligations, (iii) unless otherwise agreed by the Borrower Borrower, the written agreement or instrument pursuant to which a Lender sells a participation shall include a representation by the Participant that it is not a Disqualified Institution, and (iv) the Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information 156 relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Samples: Credit Agreement (Bojangles', Inc.), Credit Agreement (Bojangles', Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 10.01(a) – (f) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 3.01, 3.04 or 3.043.05, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Samples: Credit Agreement (Cole Corporate Income Trust, Inc.), Credit Agreement (Cole Credit Property Trust Iv, Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (a), (b), (c) or (f) of the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the same extent as if it were requirements and limitations therein, including the Lender and had acquired its interest by assignment pursuant to subsection (brequirements under Section 3.01(e) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitmentsCommitments, loansLoans, letters Letters of credit Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitmentCommitment, loan Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Samples: Credit Agreement (Engility Holdings, Inc.), Credit Agreement (Engility Holdings, Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or a Defaulting Lender, or Discovery, the Borrower or any of Discovery’s or the Borrower’s Affiliatesrespective Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender, provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Samples: Credit Agreement (Warner Bros. Discovery, Inc.), Credit Agreement (At&t Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent (and subject to the same limitations) as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Samples: Credit Agreement (Einstein Noah Restaurant Group Inc), Credit Agreement (Einstein Noah Restaurant Group Inc)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person), a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the Lendersuch Xxxxxx’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees agrees, subject to Section 10.06(e), that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 10.06 (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 10.06; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation10.06. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.11 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations or Section 1.163-5(b) of the proposed United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Samples: Credit Agreement (Avery Dennison Corp), Credit Agreement (Avery Dennison Corp)
Participations. The Any Lender may at any time, without the consent of, or notice to, any Borrower or the BorrowerAdministrative Agent, sell participations to one or more participants any Person (other than the a natural Person, a Defaulting Lender or a Borrower or any Affiliates or Subsidiaries of the a Borrower’s Affiliates) (each, 172 a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the requirements and limitations therein, including the requirements under Section 3.01(f)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(f) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrower Borrowers to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.15 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the BorrowerBorrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. 173
Appears in 2 contracts
Samples: Credit Agreement (Empire State Realty Trust, Inc.), Credit Agreement (Empire State Realty OP, L.P.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection Section 11.06(b) (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions requirements and limitations of Sections 3.05 as if it were an assignee such sections including the documentation requirements under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 with respect to any Participant3.01(e)). To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.11 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the BorrowerBorrower (and such agency being solely for tax purposes), maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interestinterest amounts) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, prima facie evidence of the matters set forth therein and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.
Appears in 2 contracts
Samples: Credit Agreement (American General Finance Corp), Credit Agreement (American General Finance Inc)
Participations. The Lender may at any time, without the consent of, or notice to, the Borrower, sell participations to one or more participants (other than the Borrower or any of the Borrower’s Affiliates) (each, a “Participant”) in all or a portion of the Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and the Loan owing to it); provided that (i) the Lender’s obligations under this Agreement shall remain unchanged, (ii) the Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower shall continue to deal solely and directly with the Lender in connection with the Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the Lender sells such a participation shall provide that the Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, and 3.04 3.02 to the same extent as if it were the Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.04 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.043.02, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.04 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were the Lender. The Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.
Appears in 2 contracts
Samples: Credit Agreement (GWG Holdings, Inc.), Security and Pledge Agreement (GWG Holdings, Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that provided, that, (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided, that, such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (i) through (vi) of Section 11.01(a) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, Section 3.01 (subject to the requirements and 3.04 limitations therein (it being understood that the documentation required under Section 3.01(c) shall be delivered to the participating Lender)) and Section 3.02 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection paragraph (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation)Section; provided that provided, that, such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.03 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 3.043.02, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.03 with respect to any Participant. To the fullest extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided, that, such Participant agrees to be subject to Section 2.11 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that provided, that, no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Samples: Credit Agreement (Dermira, Inc.), Credit Agreement (Kala Pharmaceuticals, Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.3(c) with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver or modification described in Section 10.2 that directly affects such Participant and could not be affected by a vote of the Required Lenders. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.013.8, 3.9, 3.10 and 3.04 3.11 (subject to the requirements of such Sections and Section 3.12) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) Section; provided that such Participant shall not be entitled to receive any greater payment under Sections 3.01 or 3.043.10 and 3.11, with respect to any such participation, than the its participating Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.12(b) with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.4 as though it were the a Lender. The Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation such Participant agrees to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating be subject to Section 3.6 as though it were a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contraryLender.
Appears in 2 contracts
Samples: Credit Agreement (Kronos Worldwide Inc), Credit Agreement (Kronos Worldwide Inc)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the other Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (i) through (vi) of Section 11.01(a) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Samples: Credit Agreement (Lifelock, Inc.), Credit Agreement (Spirit AeroSystems Holdings, Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the Borrower primary benefit of, a natural person), a Defaulting Lender (or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or any of its Subsidiaries) or any Loan Party or any of the Borrower’s AffiliatesLoan Parties’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and Commitments and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (a) through (e) of the first proviso to Section 10.01 that affects such Participant. The Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.06(b); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.01, 3.04, 3.05, 3.06 and 10.13 and any requirements or limitations contained therein as if it were an assignee under paragraph subsection (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participationSection. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 Sections 3.06 and 10.13 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided such Participant agrees to be subject to Section 2.14 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Samples: Term Loan Agreement (Healthpeak Properties, Inc.), Term Loan Agreement (Healthpeak Properties, Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates's Affiliates or Subsidiaries) (each, a “"Participant”") in all or a portion of the such Lender’s 's rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender's participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s 's obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the other Lenders and the L/C Issuers shall continue to deal solely and directly with the such Lender in connection with the such Lender’s 's rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (i) through (vi) of Section 10.01(a) that affects such Participant. The Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s 's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s 's interest in the Loan Loans or other obligations under the Loan Documents (the “"Participant Register”"); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s 's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Samples: Credit Agreement (Vectren Utility Holdings Inc), Credit Agreement (Vectren Utility Holdings Inc)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and obligations, (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement, (iv) the amount of the participation sold shall not be less than $5,000,000 or increments of $1,000,000 in excess thereof, (v) the participations may be sold only to Qualified Institutional Buyers, (vi) the participants may not sell additional participations, and (vi) the Lender shall provide notice of such participation to the Administrative Agent and the Borrower. For avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.12 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Samples: Credit Agreement (American Financial Group Inc), Credit Agreement (American Financial Group Inc)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries or any Disqualified Person) (each, a “Participant”) in all or a portion of its Commitment and/or the Lender’s Loans at the time owing to it (and its rights and/or and obligations under this Agreement (including all or a portion of its Commitment and the Loan owing to itrelating thereto); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, and (iii) the Borrower Borrower, the Administrative Agent and Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.07 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this AgreementAgreement or the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 10.01(a) or Section 10.01(b) that directly and adversely affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.013.01 and 3.02 (subject to the requirements and limitations therein, and 3.04 including the requirements under Section 3.01(g) (it being understood that the documentation required under Section 3.01(g) shall be delivered to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) Section; provided that such Participant shall not be entitled to receive any greater payment under Sections 3.01 or 3.043.02, with respect to any participation, than the its participating Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.04(b) with respect to any Participant. To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 9.08 10.09 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.09 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Samples: Bridge Credit Agreement (Novelion Therapeutics Inc.), Bridge Credit Agreement (Novelion Therapeutics Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swingline Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participations. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the same extent as if it were requirements and limitations therein, including the Lender and had acquired its interest by assignment pursuant to subsection (brequirements under Section 3.01(e) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Samples: Credit Agreement (Ufp Technologies Inc), Credit Agreement (Powell Industries Inc)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerParent or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person or a holding company, investment vehicle or trust for, or owned and operated for the Borrower primary benefit of, a natural Person or the Parent or any of the BorrowerParent’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, and (iii) the Borrower Borrowers, the Administrative Agent and Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.8 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver which would require consent of all of the affected Lenders pursuant to the terms of Section 8.2 or of any other Loan Document that affects such Participant. The Borrower agrees Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.013.1, 3.2, 3.4 and 3.04 3.5 (subject to the requirements and limitations therein, including the requirements under Section 3.5(d) (it being understood that the documentation required under Section 3.5(d) shall be delivered to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation)12.2; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 2.20 and 3.6 as if it were an assignee under paragraph (b) of this Section 12.2; and (B) shall not be entitled to receive any greater payment under Sections 3.01 3.1, 3.2 or 3.043.5, with respect to any participation, than the its participating Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the BorrowerParent’s request and expense, to use reasonable efforts to cooperate with the Borrower Parent to effectuate the provisions of Section 3.05 2.20 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.1 as though it were the a Lender; provided that such Participant agrees to be subject to Section 11.2 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the BorrowerBorrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest demonstrable error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Samples: Assignment and Assumption (Aon PLC), Assignment and Assumption (Aon PLC)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Defaulting Lender, a Disqualified Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the Lendersuch Xxxxxx’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. 110 Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.12 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Samples: Credit Agreement (Istar Inc.), Credit Agreement (Safehold Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, any Borrower or the BorrowerAdministrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower Company or any of the BorrowerCompany’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and Commitment(s) and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participations. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent (and only to the extent) as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the BorrowerCompany’s request and expense, to use reasonable efforts to cooperate with the Borrower Company to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the BorrowerBorrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Samples: Credit Agreement (Clarcor Inc.), Credit Agreement (Clarcor Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.14 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Samples: Liquidity Credit Agreement (Tanger Properties LTD Partnership /Nc/), Assignment and Assumption (Tanger Properties LTD Partnership /Nc/)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than the Borrower a Person described in Section 10.06(b)(v) that is not permitted to be an assignee with respect to Loans or any of the Borrower’s AffiliatesCommitments) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant to the extent that such Lender has such right to agree hereunder. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the requirements and limitations therein, including the requirements under Section 3.01(f) (it being understood that the documentation required under Section 3.01(f) shall be delivered to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation)Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 Section 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section Section; and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 10.13 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender, provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Samples: Credit Agreement (B. Riley Financial, Inc.), Credit Agreement (Babcock & Wilcox Enterprises, Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries or any Disqualified Person) (each, a “Participant”) in all or a portion of its Commitment and/or the Lender’s Loans at the time owing to it (and its rights and/or and obligations under this Agreement (including all or a portion of its Commitment and the Loan owing to itrelating thereto); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, and (iii) the Borrower Borrower, the Administrative Agent and Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.07 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this AgreementAgreement or the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 10.01(a) or Section 10.01(b) that directly and adversely affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.013.01 and 3.02 (subject to the requirements and limitations therein, and 3.04 including the requirements under Section 3.01(g) (it being understood that the documentation required under Section 3.01(g) shall be delivered to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) Section; provided that such Participant shall not be entitled to receive any greater payment under Sections 3.01 or 3.043.02, with respect to any participation, than the its participating Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.04(b) with respect to any Participant. To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 9.08 10.09 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.09 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.1035f. 103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Samples: Credit Agreement (Amryt Pharma PLC), Credit Agreement (Amryt Pharma PLC)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and each L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the same extent as if it were a Lender who sells the participation)and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 Sections 3.06 and 10.13 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Samples: Credit Agreement (Pall Corp), Credit Agreement (Pall Corp)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Loan Parties, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may, as may be agreed between such Lender and such Participant, provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the requirements and limitations therein, including the requirements under Section 3.01(e)) (it being understood that the documentation required under Section 3.01(e) shall be delivered to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation10.06(b); provided that such Participant (A) agrees to be subject to complies with the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 with respect to any Participant10.06(b). To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided such Participant complies with Section 2.13 as though it were a Lender. The Each Lender shall maintain a register of the names, addresses, and the principal amounts (and stated interest) of the interests of the Participants to which such Lender has sold participations. Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal and interest amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations Obligations under the Loan Documents this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register 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 Documentthis Agreement) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, or other obligation is in registered form under Section 5f.103-1(c5f.103-(c) of the United States Treasury RegulationsRegulations or, if different, under Sections 871(h) or 881(c) of the Code in connection with any Tax audit or other Tax proceeding of the Borrower. The entries in the Participant Register shall be conclusive conclusive, absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.
Appears in 2 contracts
Samples: Credit Agreement (Valvoline Inc), Credit Agreement (Ashland Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person, the Borrower or Borrower, any of the Borrower’s AffiliatesAffiliates or Subsidiaries or, solely to the extent that the list of Disqualified Lenders has been provided to the Administrative Agent and posted to the Lenders, to a Disqualified Lender) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan owing to it)Loans; provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the requirements and limitations of such Sections (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 the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation10.06(b); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.11 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interestrelated interest amounts) of each Participant’s interest in the Loan Loans or other obligations under the this Agreement or any other Loan Documents Document (the “Participant Register”); provided 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 commitmentsCommitments, loans, letters of credit Loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitmentCommitment, loan Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the each Lender shall treat each Person whose name is recorded in the such Lender’s Participant Register as the owner of such participation for all purposes of this Agreement Agreement, including payments of interest and principal, notwithstanding any notice to the contrary. The portion of the Participant Register relating to any Participant requesting payment from the Borrower under the Loan Documents shall be made available to the Borrower upon reasonable request. 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 (Polyone Corp), Credit Agreement (Polyone Corp)
Participations. The Any Lender may at any time, without the consent of, or notice to, FME or the Borrowerother Credit Parties or the Administrative Agent, sell participations to one or more participants any Person (other than the a natural person, a Defaulting Lender, any Borrower or any of the Borrower’s Affiliatestheir respective Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Credit Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swingline Loans) owing to it); provided that (i) the such Lender’s obligations under this Credit Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Credit Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification that extends the time for, reduces the amount or alters the application of proceeds with respect to such obligations and payments required thereon that directly affects such Participant. The Borrower agrees Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.12 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the BorrowerBorrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Credit 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 Credit Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Credit Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Samples: Credit Agreement (Fresenius Medical Care AG & Co. KGaA), Credit Agreement (Fresenius Medical Care AG & Co. KGaA)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the other Lenders and a L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (i) through (vii) of Section 11.01(a) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (subject to the requirements and limitations therein, including the requirements under Section 3.01(e) and it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Samples: Credit Agreement (Phillips Edison & Company, Inc.), Credit Agreement (Phillips Edison Grocery Center Reit I, Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person (or holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person), a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, and the other Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (i) through (vii) of Section 11.01(a) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (subject to the requirements and limitations therein, including the requirements under Section 3.01(e) and it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Samples: Credit Agreement (Phillips Edison & Company, Inc.), Credit Agreement (Phillips Edison & Company, Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Samples: Assignment and Assumption (Varian Medical Systems Inc), Assignment and Assumption (Varian Medical Systems Inc)
Participations. The Any Lender may at any time, without the consent of, or notice to, any Borrower or the BorrowerAdministrative Agent, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or the Borrower Company or any of the BorrowerCompany’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Xxxxxx’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the Lendersuch Xxxxxx’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that is required to be approved by all Lenders or each affected Lender. The Subject to subsection (e) of this Section 10.06, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 10.06 (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered solely to the Lender who sells the participation); provided that such Participant (A) agrees to shall be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph subsection (b) of this Section 10.06 and (B) shall not be entitled to receive any greater payment under Sections Section 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the BorrowerCompany’s request and expense, to use reasonable efforts to cooperate with the Borrower Company to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender, provided such Participant shall be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the BorrowerCompany, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interestrelated interest amounts) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Samples: Credit Agreement (WEX Inc.), Credit Agreement (WEX Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.05 and 3.04 3.06 (subject to the requirements and limitations therein, including the requirements under Section 3.01(f) (it being understood that the documentation required under Section 3.01(f) shall be delivered to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation)Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.07 and 10.13 as if it were an assignee under paragraph (b) of this Section Section; and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.043.05, with respect to any participation, than the its participating Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 10.13 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.09 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Energy Transfer LP), 364 Day Credit Agreement (Energy Transfer Partners, L.P.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swingline Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(b) without regard to the existence of any participations. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the same extent as if it were requirements and limitations therein, including the Lender and had acquired its interest by assignment pursuant to subsection (brequirements under Section 3.01(e) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 11.06; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section 11.06 and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Samples: Credit Agreement (Trecora Resources), Credit Agreement (Trecora Resources)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s 's rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s 's obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s 's rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that directly affects such Participant. The Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of of, and subject to the obligations of, Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the same extent as if it were a Lender who sells the participation)and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participationSection. The Each Lender that sells a participation agrees, at the Borrower’s 's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s 's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Samples: Term Loan Agreement (ONEOK Partners LP), Term Loan Agreement (Oneok Inc /New/)
Participations. The (i) Any Lender may at any timemay, without the consent of, or notice toof either Borrower, the BorrowerAgent, any Issuing Bank or the Swingline Lender, sell participations to one or more participants Eligible Assignees (other than the Borrower or any of the Borrower’s Affiliates) (each, a “ParticipantParticipants”) in all or a portion of the such Lender’s rights and/or and obligations under this Agreement (including all or a portion of its Commitment Commitments and the Loan Loans owing to it); provided that (iA) the such Lender’s obligations under this Agreement shall remain unchanged, (iiB) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and obligations, (iiiC) the Borrower Borrowers, the Agent, the Issuing Banks, the Swingline Lender and the other Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this AgreementAgreement and (D) without the prior written consent of the 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. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve approve, without the consent of any Participant, any amendment, modification or waiver of any provision of this AgreementAgreement or any other Loan Document; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 8.2 that affects such Participant or requires the approval of all of the Lenders. The Subject to paragraph (c)(ii) of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, and 3.04 Article III to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 with respect to any ParticipantSection. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.1 as though it were the a Lender. The Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation such Participant agrees to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating be subject to Section 11.2 as though it were a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contraryLender.
Appears in 2 contracts
Samples: Credit Agreement (Ameren Energy Generating Co), Credit Agreement (Ameren Energy Generating Co)
Participations. The Any Lender may at any time, without the consent ofof the Borrowers or the Administrative Agent (but with notice by such Lender to the Administrative Agent at least 5 Business Days prior to any such sale, or which notice to, the BorrowerAdministrative Agent shall use commercially reasonable efforts to 114 disclose to the Company prior to such sale), sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or the Borrower Company or any of the BorrowerCompany’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(d) with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrower agrees Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrower Borrowers to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the BorrowerBorrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
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Participations. The Any Lender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, the Swingline Lender or the L/C Issuer, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Xxxxxx’s participations in Swingline Obligations and the Loan L/C Obligations) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and obligations, (iii) the Borrower Borrower, the Administrative Agent, the Lenders, the Swingline Lender and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement, and (iv) such Participant must agree to be bound by Section 10.07. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of 124 the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that delays or reduces any payment to such Participant. The Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.013.01 (subject to the requirements and limitations therein, including the requirements under Section 3.01(e) (it being understood that the documentation required under Section 3.01(e) shall be delivered to the participating Lender)), 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation10.06(b); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.12 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
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Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerParent Borrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or the Parent Borrower or any of the Parent Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s direct obligations in respect of and the Loan participations in L/C Obligations) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, the Lenders, the L/C Administrators and the Fronting Banks shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the requirements and limitations set forth therein) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by DB1/ 115371409.4 assignment pursuant to paragraph (b) of this Section 10.06; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation10.06. The Each Lender that sells a participation agrees, at the Parent Borrower’s request and expense, to use reasonable efforts to cooperate with the Parent Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.12 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interestinterest amounts) of each Participant’s interest in the Loan Loans or other obligations under the Loan Credit 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 Credit Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 1 contract
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swingline Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participations. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the same extent as if it were requirements and limitations therein, including the Lender and had acquired its interest by assignment pursuant to subsection (brequirements under Section 3.01(e) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury RegulationsRegulations or, if different, under Sections 871(h) or 881(c) of the Code. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 1 contract
Participations. The Any Lender may at any time, without the consent of, or notice to, the Borrower, any other Lender or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan owing to itLoans); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the requirements and limitations therein, including the requirements under Section 3.01 (it being understood that the documentation required under Section 3.01 shall be delivered to the participating Lender) and the obligations imposed by such Sections) and shall be subject to replacement pursuant to Section 3.06 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participationSection. The Each Lender that sells a participation agrees, at the Borrowersuch Lender’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 as though it were the Lender. The Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.of
Appears in 1 contract
Samples: Assignment and Assumption
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “ParticipantParticipant ”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and obligations, (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement, (iv) any such participation shall be of a ratable percentage of all of such Lender’s Commitments and Loans and (v) to the extent required under applicable Gaming Laws, each Participant must be registered with, approved by, or not disapproved by (whichever may be required under applicable Gaming Laws), all applicable Gaming Boards and may not be the subject of a Lender Disqualification. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.013.01 , 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 with respect to any ParticipantSection. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender. The Lender that sells , provided such Participant agrees to be subject to Section 2.13 as though it were a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contraryLender.
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Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 11.01(a) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. 108 SILICON LABORATORIES INC. THIRD AMENDMENT TO CREDIT AGREEMENT
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Participations. The A Lender may at any time, without with the prior written consent ofof the Borrower (unless an Event of Default exists and is continuing or such participation is to Lender or an Affiliate or Approved Fund of a Lender), such consent not to be unreasonably withheld or notice to, delayed (and which will be deemed given with respect to the BorrowerPersons previously identified by the Borrower in writing as acceptable), sell participations to one or more participants (other than the Borrower or any of the Borrower’s Affiliates) Eligible Assignee (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and the Loan portion of any Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the Borrower, the other parties hereto Lenders and the Administrative Agent for the performance of such obligations and (iii) the Borrower and the Administrative Agent shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this AgreementAgreement and the other Loan Documents; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that would require the consent of all of the Lenders or such Lender. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.01 and 3.04 3.03 (subject to the limitations and requirements of those Sections) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 10.06; provided that the Participant shall not be entitled to the benefits of Section 3.01 to the extent of any Taxes imposed as a result of such Participant’s failure to provide the forms required under Section 3.01(g) if it were a Lender (it being understood that the documentation required under Section 3.01(d) Participant shall be delivered provide such forms to the participating Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions instead of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 with respect to any Participant). To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.12 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register in the United States on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit the Loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that the Loans or such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
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Samples: Margin Loan Agreement (Liberty Expedia Holdings, Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s 's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s 's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 1 contract
Samples: Credit Agreement (Alexander & Baldwin Holdings, Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries ) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (subject to the requirements and limitations therein, including the requirements under Section 3.01(e)) (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
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Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or Administrative Agent, sell participations to one or more participants any Person (other than the a natural person or Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the Obligations owing to such Lender and such Lender’s rights and/or related thereto and such Lender’s obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Obligations owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Borrower, Administrative Agent and the Borrower Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.1 that directly affects such Participant. The Subject to subsection (e) of this Section, Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.013.2, 3.3, 3.6 and 3.7 and the obligations imposed by such Sections, and 3.04 shall be subject to replacement pursuant to Section 3.8, to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 with respect to any ParticipantSection. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.11 as though it were the a Lender. The Lender that sells , provided such Participant agrees to be subject to Section 9.11 as though it were a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contraryLender.
Appears in 1 contract
Samples: Day Credit Agreement (Plains All American Pipeline Lp)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swingline Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participations. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the same extent as if it were requirements and limitations therein, including the Lender and had acquired its interest by assignment pursuant to subsection (brequirements under Section 3.01(e) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were the Lender. The Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.the
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Participations. The Any Lender may at any time, without the consent of, or notice to, any Borrower or the BorrowerAdministrative Agent, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or the Borrower Company or any of the BorrowerCompany’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s 's rights and obligations under this Agreement. Any For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Except as otherwise provided in Section 10.06(g), any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph subsection (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the BorrowerCompany’s request and expense, to use reasonable efforts to cooperate with the Borrower Company to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the BorrowerBorrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s 's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 1 contract
Participations. The Any Lender may at any time, without the consent of, or notice to, any Borrower or the BorrowerAdministrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower Company or any of the BorrowerCompany’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower Company agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the BorrowerCompany’s request and expense, to use reasonable efforts to cooperate with the Borrower Company to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the BorrowerCompany, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 1 contract
Samples: Credit Agreement (Cdi Corp)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender, the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Credit Agreement (including all or a portion of its Commitment and Commitments and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swingline Loans) owing to it); provided that (i) the such Lender’s obligations under this Credit Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Credit Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrower agrees that each Each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph subsection (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender, provided that such Participant agrees to be subject to Section 2.12 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Credit 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 Credit Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit 146 or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Credit Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 1 contract
Samples: Credit Agreement (HSN, Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that, to the extent the consent of such Lender to such amendment, waiver or other modification under this Agreement is required by the first proviso to Section 10.01, such Lender will not, without the consent of the Participant, agree to such amendment, waiver or other modification. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.013.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b(b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 3.01 or 3.043.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 and Section 10.13 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.11 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated .stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); 100 provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 1 contract
Samples: Credit Agreement (Ciena Corp)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender, a Competitor or the Borrower Borrower, a Disqualified Lender or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan owing to it)Loans; provided provided, that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided, that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the requirements and limitations therein, including the requirements under Section 3.01(f) (it being understood that the documentation required under Section 3.01(f) shall be delivered to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participationSection. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.10 as though it were a Lender. The Document Number: 1345735 -119- Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s 's interest in any commitments, loans, letters of credit loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Western Refining, Inc.)
Participations. The Any Lender may at any timetime (but in the case of any Commitments, only after the Termination Date), without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the Borrower primary benefit of a natural Person, a Disqualified Lender, a Competitor or any of the Borrower’s Affiliatesa Defaulting Lender) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the requirements and limitations therein, including the requirements under Section 3.01(e)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph subsection (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interestrelated interest amounts) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents Documents, which register complies with the requirements of Sections 163(f), 871(h) and 881(c)(2) of the Code and the United States Treasury Regulations promulgated thereunder (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 1 contract
Samples: Credit Agreement (Broadcom Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, any Borrower or the BorrowerAdministrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower Company or any of the BorrowerCompany’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C — BA Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender 115 shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower Company agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph subsection (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the BorrowerCompany’s request and expense, to use reasonable efforts to cooperate with the Borrower Company to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the BorrowerCompany, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury RegulationsRegulations or to comply with other requirements under applicable tax Law. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 1 contract
Samples: Credit Agreement (Power One Inc)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swingline Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participations. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury RegulationsRegulations or to satisfy any other requirement under the applicable Tax law. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 1 contract
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrowers or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or the Borrower Borrowers or any of the Borrower’s AffiliatesBorrowers’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso of Section 11.01(a) that affects such Participant. The Borrower agrees Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 to the same extent as if it were the Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 3.05 (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.14 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower Borrowers to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the BorrowerBorrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive conclusive, absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
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Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the other Lenders and the L/C Issuers shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (i) through (vi) of Section 11.01(a) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection clause (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph clause (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 1 contract
Samples: Credit Agreement (Spirit AeroSystems Holdings, Inc.)
Participations. The Any Lender may at any time, without the consent of, or notice to, any Borrower or the BorrowerAdministrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower Company or any of the BorrowerCompany’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrower Company agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 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 receive with respect to the extent participation sold to such entitlement Participant unless the sale of the participation to receive a greater payment results from a Change in Law that occurs after such Participant is made with the Participant acquired the applicable participationCompany’s prior written consent. The Each Lender that sells a participation agrees, at the BorrowerCompany’s request and expense, to use reasonable efforts to cooperate with the Borrower Company to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the BorrowerCompany, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 1 contract
Participations. The Any Lender may at any timemay, without the consent of, or notice toof the Borrower, the BorrowerAdministrative Agent or the Issuing Lenders, sell participations to one or more participants banks or other entities (other than the Borrower or any of the Borrower’s Affiliates) (each, a “Participant”) ), other than an Ineligible Institution, in all or a portion of the such Lender’s rights and/or and obligations under this Agreement (including all or a portion of its Commitment and the Loan Loans owing to it); provided that (iA) the such Lender’s obligations under this Agreement shall remain unchanged, ; (iiB) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations; and (iiiC) the Borrower Borrower, the Administrative Agent, the Issuing Lenders and the other Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 8.2 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.013.1, 3.2, 3.4 and 3.04 3.5 (subject to the requirements and limitations therein, including the requirements under Sections 3.5(f) and (g) (it being understood that the documentation required under Section 3.5(f) shall be delivered to the participating Lender and the information and documentation required under Section 3.5(g) will be delivered to the Borrower and the Administrative Agent)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation)12.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 Section 2.19 as if it were an assignee under paragraph (b) of this Section 12.3; and (B) shall not be entitled to receive any greater payment under Sections 3.01 Section 3.1, 3.2 or 3.043.5, with respect to any participation, than the its participating Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 2.19 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were the Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitmentsCommitments, loansLoans, letters Facility Letters of credit Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitmentCommitment, loan Loan, Facility Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 1 contract
Samples: Credit Agreement (DDR Corp)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of, one or more participants (other than natural Persons, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the Lendersuch Xxxxxx’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.4(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 10.1 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.013.1, 3.4 and 3.04 3.5 (subject to the requirements and limitations therein, including the requirements under Section 3.1(g) (it being understood that the documentation required under Section 3.1(g) shall be delivered to the Lender who sells the participation)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation)Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 Section 3.6 as if it were an assignee under paragraph subsection (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 3.1 or 3.043.4, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.6 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 10.8 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.11 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. Notwithstanding anything in this subsection (d) to the contrary, any Participant that is a Farm Credit Lender that (i) has purchased a participation from a Lender that is a Farm Credit Lender in a minimum amount of $5,000,000 (in the aggregate across all facilities), (ii) has been designated as a voting Participant (a “Voting Participant”) in a notice (a “Voting Participant Notice”) sent by the relevant Lender (including any existing Voting Participant) to the Administrative Agent and (iii) receives, prior to becoming a Voting Participant, the consent of the Administrative Agent (such Administrative Agent consent to be required only to the extent and under the circumstances it would be required if such Voting Participant were to become a Lender pursuant to an assignment in accordance with Section 10.6(b) and such consent is not required for an assignment to an existing Voting Participant), shall be entitled to vote as if such Voting Participant were a Lender on all matters subject to a vote by Xxxxxxx, and the voting rights of the selling Lender (including any existing Voting Participant) shall be correspondingly reduced, on a dollar-for-dollar basis. Each Voting Participant Notice shall include, with respect to each Voting Participant, the information that would be included by a prospective Lender in an Assignment and Assumption. Notwithstanding the foregoing, each Farm Credit Lender designated as a Voting Participant in Schedule 10.6(d) shall be a Voting Participant without delivery of a Voting Participant Notice and without the prior written consent of the Administrative Agent. The selling Lender and the Voting Participant shall notify the Administrative Agent and the Borrower within three Business Days of any termination of, or reduction or increase in the amount of, such participation and shall promptly upon request of the Administrative Agent update or confirm there has been no change in the information set forth in Schedule 10.6(d) or delivered in connection with any Voting Participant Notice. The Borrower and the Administrative Agent shall be entitled to conclusively rely on information provided by a Lender identifying itself or its participant as a Farm Credit Lender without verification thereof and may also conclusively rely on the information set forth in Schedule 10.6(d), delivered in connection with any Voting Participant Notice or otherwise furnished pursuant to this paragraph and, unless and until notified thereof in writing by the selling Lender, may assume that there have been no changes in the identity of Voting Participants, the Dollar amount of participations, the contact information of the participants or any other information furnished to the Borrower or the Administrative Agent pursuant to this paragraph. The voting rights hereunder of each Voting Participant are solely for the benefit of such Voting Participant and shall not inure to any assignee or participant of a Voting Participant.
Appears in 1 contract
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower Agent or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of one or more participants (other than the natural Persons, a Defaulting Lender or any Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrower agrees Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the same extent as if it were requirements and limitations therein, including the Lender and had acquired its interest by assignment pursuant to subsection (brequirements under Section 3.01(e) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrower Borrowers to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the BorrowerBorrower Agent, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interestinterest amounts) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. 124 Xxxxx Xxxxxx Credit and Guaranty Agreement AMERICAS/2024027744.12 4860-7476-1089.6
Appears in 1 contract
Samples: Credit and Guaranty Agreement (James Hardie Industries PLC)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates's Affiliates or Subsidiaries) (each, a “"Participant”") in all or a portion of the such Lender’s 's rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender's participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s 's obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with the such Lender in connection with the such Lender’s 's rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s 's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s 's interest in the Loan Loans or other obligations under the Loan Documents (the “"Participant Register”"); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s 's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 1 contract
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Each Participant shall be bound by and subject to the Intercreditor Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it Section(it being understood 126 CHL:83643.8 that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 1 contract
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of one or more participants (other than natural Persons, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Term Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.4(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.1 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.013.1, 3.4 and 3.04 3.5 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection clause (b) of this Section 11.6 (it being understood that the documentation required under Section 3.01(d3.1(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause (b) of this Section 11.6; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.6 and 11.13 as if it were an assignee under paragraph clause (b) of this Section 11.6 and (B) shall not be entitled to receive any greater payment under Sections 3.01 3.1 or 3.043.4, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.6 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.8 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.11 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Term Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (U.S. Concrete, Inc.)
Participations. The Any Lender may at any time, without the consent of, or but with notice to, the BorrowerBorrower and the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and Commitments and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swingline Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participations. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of a Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 1 contract
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Xxxxxx’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the Lendersuch Xxxxxx’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (c) through (j) of the first proviso to Section 11.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the same extent as if it were requirements and limitations therein, including the Lender and had acquired its interest by assignment pursuant to subsection (brequirements under Section 3.01(e) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations Obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitmentsCommitments, loansLoans, letters Letters of credit Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitmentCommitment, loan Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.160 US-DOCS\136335661.3
Appears in 1 contract
Samples: Credit Agreement (Tutor Perini Corp)
Participations. The Any Lender may at any time, without the consent of, or notice to, any Borrower or the BorrowerAdministrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower Company or any of the BorrowerCompany’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower Company agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the BorrowerCompany’s request and expense, to use reasonable efforts to cooperate with the Borrower Company to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the BorrowerCompany, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 1 contract
Samples: Credit Agreement (Arris Group Inc)
Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person, or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries or to any Defaulting Lender or any of a Defaulting Lender’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.013.01 (subject to the requirements and limitations therein, including the requirements under Section 3.01(e) (it being understood that the documentation required under Section 3.01(e) shall be delivered to the participating Lender)), 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 with respect to any ParticipantSection. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a nonfiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.
Appears in 1 contract
