Sale of Participation. Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it and any Note or Notes held by it), subject to the following:
(i) such Lender’s obligations under this Agreement (including, without limitation, its Commitment to Kraft Foods Group hereunder) shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations,
(iii) Kraft Foods Group, the other Borrowers, Kraft Foods, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement,
(iv) each participant shall be entitled to the benefits of Sections 2.12 and 2.15 (subject to the limitations and requirements of those Sections, including the requirements to provide forms and/or certificates pursuant to Section 2.15(e), (f) or (g)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (e) of this Section,
(v) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of this Agreement, or any consent to any departure by any Borrower or Kraft Foods therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, or postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, and
(vi) a participant shall not be entitled to receive any greater payment under Sections 2.12 and 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such participant, unless the sale of the participation to such participant is made with Kraft Foods Group’s or the relevant Borrower’s prior written consent (not to be unreasonably withheld or delayed). Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the relevant Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated inte...
Sale of Participation. Each Lender may sell participations to one or more Qualifying Banks in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it and any Note or Notes held by it), subject to the following:
(i) such Lender’s obligations under this Agreement (including, without limitation, its Commitment to PMI hereunder) shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations,
(iii) PMI, the other Borrowers, the Facility Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and
(iv) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of this Agreement, or any consent to any departure by any Borrower or PMI therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, or postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, in each case to the extent subject to such participation.
Sale of Participation. Each Lender may sell participations to one or more Qualifying Banks in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it and any Note or Notes held by it), subject to the following:
(i) such Lender’s obligations under this Agreement (including, without limitation, its Commitment to PMI hereunder) shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations,
(iii) PMI, the other Borrowers, the Facility Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and
(iv) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of this Agreement, or any consent to any departure by any Borrower or PMI therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, or postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, in each case to the extent subject to such participation. Each Lender that sells a participation shall 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 Advances or other obligations (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Facility Agent (in its capacity as Facility Agent) shall have no responsibility for maintaining a Participant Register.
Sale of Participation. (i) Any Lender may, in the ordinary course of its commercial lending business and in accordance with applicable law, and without the consent of the Borrower, at any time sell to one or more Participants (which Participants may be Affiliates of such Lender) Participations in the Revolving Credit Commitment of such Lender or any Revolving Credit Loan, the Note, or other interest of such Lender hereunder. In the event of any such sale of a Participation, such Lender's obligations under this Agreement to the Borrower shall remain unchanged, such Lender shall remain solely responsible for its performance under this Agreement, such Lender shall remain the holder of the Note made payable to it for all purposes under this Agreement (including all voting rights hereunder) and the Borrower shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement and the other Loan Documents.
(ii) As between a Participant and that Participant's selling Lender only, the sole issues on which the Participant shall have a contractual right to vote are: (A) an increase in such Lender's Revolving Credit Commitment, (B) any change of the term Base Rate, Euro-Rate, Euro-Rate Reserve Percentage, or Applicable Euro-Rate Margin so as to decrease the interest rate relating to the Revolving Credit Loans, (C) extension of the term of either Revolving Credit Commitment, or (D) postponement of the scheduled payment of principal, interest or Fees due under any of the Loan Documents.
Sale of Participation. Beneficiary may, at any time, sell, transfer, assign or grant participations herein and other Obligations secured hereby, and Beneficiary may forward to each participant and prospective participant all documents and information which Beneficiary now has or later may acquire relating to those Obligations and to Trustor, and any partners or joint venturers of Trustor, whether furnished by Trustor or otherwise, as Beneficiary determines necessary or desirable.
Sale of Participation. 2.1 WFRF hereby agrees to sell to Participant, and Participant hereby agrees to purchase, a portion of WFRF's Advances to Borrowers in an aggregate principal amount equal to FOUR MILLION AND NO/100 DOLLARS ($4,000,000) at a purchase price equal to one hundred percent (100%) of the stated principal amount thereof on or before the date hereof. All purchases made by Participant, shall be made by wire transfer of good funds to WFRF in accordance with the following wire transfer instructions: JPMorgan Chase Bank New York, New York* ABA# 000000000 Credit to: Xxxxx Fargo Foothill, Inc. Account No. 323-266193 Re: Harold's Stores, Inc. Advise: Xxxx Xxxxxxxx 617.854.7247
2.2 Except as otherwise expressly provided in (a) Section 3.5 of this Agreement as to (i) accrued but unpaid interest in respect of Participant's Investment and (ii) payments of the extension fee as set forth in Section 2.11(d) of the Loan Agreement and (b) Sections 2.4(c) and 2.4(e) of the Loan Agreement, all Collections (including amounts received, or deemed received, upon the issuance of capital stock), payments of principal, interest, fees and any other sums payable by Borrowers or any other party in respect to the Obligations shall be received and retained by WFRF, for WFRF's account and in repayment of WFRF's Investment, until such time as the entire amount of WFRF's Investment has been indefeasibly paid in full in cash and WFRF has no further obligation to make Advances to, or for the account of, Borrowers. Participant expressly acknowledges and agrees that in the event WFRF's Investment shall have been reduced to zero but WFRF's obligation to make Advances to, or for the benefit of, Borrowers has not been terminated, then any Collections or other amounts received in respect of the Obligations may, at WFRF's option, be retained by WFRF as cash collateral for the Obligations pursuant to the Loan Documents or returned to Borrowers. At such time as (a) WFRF's Investment (other than indemnification rights stated in the Loan Agreement to survive termination of the Loan Agreement if no claims that could give rise to such rights shall be pending, or have been threatened, against WFRF or Borrowers) shall have been indefeasibly paid in full, in cash (including payment of any applicable termination fees and premiums and cash collateralization of any outstanding Letters of Credit in accordance with the Loan Agreement), (b) no further agreement of WFRF to make Advances to, or for the benefit of, Borrower...
Sale of Participation. Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it and any Note or Notes held by it), subject to the following:
(i) such Lender's obligations under this Agreement (including, without limitation, its Commitment to PM Companies hereunder) shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations,
(iii) PM Companies, the other Borrowers, Chase, as Administrative Agent, and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement, and
(iv) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of this Agreement, or any consent to any departure by any Borrower or PM Companies therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, or postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, in each case to the extent subject to such participation.
Sale of Participation. (a) Lead Lender hereby sells, assigns, transfers and delivers to Participant, and Participant hereby purchases from Lead Lender, a one hundred percent (100%) participation interest in the Loans (the “Participation Share”) at a discount of % of the principal and interest owing under the Loans as set forth on Exhibit A attached hereto. In consideration of the Participation Share, Participant agrees to pay to Lead Lender cash in an amount equal to % of the amount of principal and interest actually owing under the Loans, as set forth on Exhibit A, in lump sum or in such installments as Lead Lender directs.
(b) The maximum aggregate price to be paid by Participant for participation interests to be purchased hereunder shall in no event exceed $100 million; provided, however, Participant shall be under no obligation to purchase any minimum amount of participation interests hereunder.
(c) Participant’s participation shall be a continuing proportionate interest to the extent of Participant’s contributions to the principal amount of the Loans, less the agreed upon discount, and shall be evidenced by a Participation Certificate in the form attached hereto as Exhibit B.
(d) THIS PARTICIPATION CONSTITUTES THE SALE OF A PROPORTIONATE OWNERSHIP INTEREST IN THE LOANS AT AN AGREED UPON DISCOUNT AND SHALL IN NO WAY BE CONSTRUED AS AN EXTENSION OF CREDIT BY THE PARTICIPANT TO THE LEAD LENDER.
Sale of Participation. The Bank reserves the right to sell participation in the Loans without the consent of the Borrower.
Sale of Participation. Bank shall be entitled to sell --------------------- participation interests in the Loan to Persons not party to this Agreement without being required to so advise Borrower so long as Bank is entitled to represent the interests of such Persons. Except as otherwise expressly agreed in writing by Borrower, Bank shall not, by reason of the sale of any participation interest, be relieved of any of its obligations hereunder.
