Common use of Sale of Participations Clause in Contracts

Sale of Participations. Upon the consent of Administrative Agents, each Lender may sell participations to one or more Persons in all or a portion of its rights and obligations under this Agreement; provided, however, that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other Parties for the performance of such obligations, (iii) the participant shall be entitled to the benefit of the right of setoff contained in this Agreement, (iv) the amount of the participation shall be in a minimum amount of $3,000,000 or such lesser amount which constitutes such Lender’s entire Facility, and (v) Reseller, the other Lenders and Administrative Agents shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and such Lender shall retain the sole right to enforce the obligations of Reseller relating to its Loans, its Notes and its funding of Advances and to approve any amendment, modification, or waiver of any provision of this Agreement (other than amendments, modifications, or waivers that forgive the amount of principal of the Loans). The sale of any such participations which require Reseller to file a registration statement with the Securities and Exchange Commission or under the securities Laws of any State shall not be permitted. Notwithstanding the foregoing, any Lender may sell such participations as it may be required to do under any Law or as otherwise instructed to do so by any Governmental Authority.

Sale of Participations. Upon the consent of Administrative Agents, each Each Lender may sell participations to one or more Persons (other than Borrower or an Affiliate of Borrower) in all or a portion of its rights and obligations under this AgreementAgreement (including all or a portion of its Commitment and its Loans); provided, however, that (i) such Lender’s 's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other Parties parties hereto for the performance of such obligations, (iii) the participant shall be entitled to the benefit of the yield protection provisions contained in Section 19 and the right of setoff contained in this AgreementSection 17.3.3, (iv) the amount of the participation shall be in a minimum amount of $3,000,000 1,000,000.00 or such lesser amount which constitutes such Lender’s 's entire FacilityCommitment, provided, however, that no such minimum amount shall apply to participations between any of Lenders or between any Lender and any of its Affiliates; and (v) ResellerBorrower, the other Lenders and Administrative Agents Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement, and such Lender shall retain the sole right to enforce the obligations of Reseller Borrower relating to its Loans, its Notes and its funding of Advances and to approve any amendment, modification, or waiver of any provision of this Agreement (other than amendments, modifications, or waivers that forgive (a) decrease the amount of principal of the Loans, (b) reduce the rate at which interest is payable on the Loans, (c) extend the final maturity of the Notes, (d) increase its Commitment (if such increase is to be shared by any such Participant), or (e) release any Guarantor. The Notwithstanding the foregoing, the sale of any such participations which require Reseller Borrower to file a registration statement with the Securities and Exchange Commission SEC or under the securities Laws of any State state shall not be permitted. Notwithstanding the foregoing, any Lender may sell such participations as it may be required to do under any Law or as otherwise instructed to do so by any Governmental Authority.

Sale of Participations. Upon the consent of the Administrative Agents, each Lender may sell participations to one or more Persons in all or a portion of its rights and obligations under this Agreement; provided, however, that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other Parties parties hereto for the performance of such obligations, (iii) the participant shall be entitled to the benefit of the right of setoff contained in this Agreement, (iv) the amount of the participation shall be in a minimum amount of $3,000,000 or such lesser amount which constitutes such Lender’s entire Facility, and (v) ResellerResellers, the other Lenders and Administrative Agents shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and such Lender shall retain the sole right to enforce the obligations of Reseller Resellers relating to its Loans, its Notes Loans and its funding of Advances and to approve any amendment, modification, or waiver of any provision of this Agreement (other than amendments, modifications, or waivers that forgive the amount of principal of the Loans). The sale of any such participations which require Reseller the Resellers to file a registration statement with the Securities and Exchange Commission or under the securities Laws of any State shall not be permitted. Notwithstanding the foregoing, any Lender may sell such participations as it may be required to do under any applicable Law or as otherwise instructed to do so by any Governmental Authority.

Sale of Participations. Upon the consent of Administrative Agents, each Each Lender may sell participations to one or more Persons (other than Borrower or an Affiliate of Borrower) in all or a portion of its rights and obligations under this AgreementAgreement (including all or a portion of its Commitments and its Loans); provided, however, that (i) such Lender’s 's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other Parties parties hereto for the performance of such obligations, (iii) the participant shall be entitled to the benefit of the yield protection provisions contained in Section 18 to the same extent as the Lender granting the participation (it being understood that a participant's compensation in any particular instance under Section 18 shall be limited to the amount the Lender granting the participation is entitled to receive at such time in respect of such participated amount) and the right of setoff contained in this AgreementSection 16.3.3, (iv) the amount of the participation shall be in a minimum amount of $3,000,000 5,000,000 or such lesser amount which constitutes the entire amount of such Lender’s entire Facility's Commitments, provided, however, that no such minimum amount shall apply to participations between any of Lenders or between any Lender and any of its Affiliates; and (v) ResellerBorrower, the other Lenders and Administrative Agents Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement, and such Lender shall retain the sole right to enforce the obligations of Reseller Borrower relating to its Loans, its Notes and its funding of Advances and to approve any amendment, modification, or waiver of any provision of this Agreement (other than amendments, modifications, or waivers that forgive (a) decrease the amount of principal of the Loans, (b) reduce the rate at which interest is payable on the Loans, (c) extend the final maturity of the Notes, (d) increase its Commitments if such increase is to be shared by any such Participant), or (e) release any Guarantor. The Notwithstanding the foregoing, the sale of any such participations which require Reseller Borrower to file a registration statement with the Securities and Exchange Commission SEC or under the securities Laws of any State state shall not be permitted. Notwithstanding the foregoing, any Lender may sell such participations as it may be required to do under any Law or as otherwise instructed to do so by any Governmental Authority.

Sale of Participations. Upon the Each Lender may, without notice to or consent of the Borrower, the Administrative AgentsAgent, each Lender may sell participations to one or more Persons in all or a portion of its rights, obligations or rights and obligations under this AgreementAgreement (including all or a portion of its Commitment or its Loans); provided, however, that (i) such Lender’s 's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other Parties parties hereto for the performance of such obligations, (iii) the participant shall be entitled to the benefit of the yield protection provisions contained in Sections 4.2 through 4.7, inclusive, and the right of setoff set-off contained in this AgreementSection 12.2, (iv) provided, however, the participant shall not be entitled to receive any greater amount pursuant to Sections 4.2 through 4.6, inclusive, than the participating Lender would have been entitled to receive in respect of the amount of the participation shall be in a minimum amount of $3,000,000 or sold by such lesser amount which constitutes participating Lender to such Lender’s entire Facilityparticipant had no such participation occurred, and (v) Reseller, the other Lenders and Administrative Agents Credit Parties shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement, and such Lender shall retain the sole right to enforce the obligations of Reseller the Credit Parties relating to its Loans, its Notes the Loans and its funding of Advances other obligations owing to such Lender and to approve any amendment, modification, or waiver of any provision of this Agreement (other than amendments, modifications, or waivers that forgive (i) decreasing the amount of principal of or the Loans). The sale rate at which interest is payable on such Loans or Notes, (ii) extending any scheduled principal payment date or date fixed for the payment of any interest on such participations which require Reseller to file Loans or Notes, (iii) extending its Commitment, or (iv) except as the result of or in connection with a registration statement with merger of a member of the Securities and Exchange Commission Consolidated Group permitted under Section 8.3, release the Borrower or substantially all of the other Credit Parties from its or their obligations under the securities Laws of any State shall not be permitted. Notwithstanding the foregoing, any Lender may sell such participations as it may be required to do under any Law or as otherwise instructed to do so by any Governmental AuthorityCredit Documents).

Sale of Participations. Upon Each Lender shall have the consent of Administrative Agents, each Lender may right at any time or times to sell participations to one or more Persons participations to a financial institution in all or, if less than all, any constant fixed percentage of such Lender's Revolving Credit Commitments, any Advance made by such Lender, any Note executed in favor of such Lender, any participation by such Lender in a Letter of Credit and any participations, if any, purchased by such Lender pursuant to Section 16.4 of this Agreement or a portion of its rights and obligations under this AgreementSection 16; provided, however, in each such case, such Lender shall, as between itself and the purchaser, shall retain all of its rights (including, without limitation, rights to enforce against the Borrowers this Agreement and the other Loan Documents) and duties pursuant to this Agreement and the other Loan Documents, including, without limitation, that Lender's right to approve any waiver, consent or amendment pursuant to Section 19.1 of this Agreement; except any waiver, consent or amendment which would (A) reduce any fee or commission allocated to the participation or subparticipation, as the case may be, (B) reduce the amount of any principal payment on any Advance allocated to the participation or subparticipation, as the case may be, or reduce the principal amount of any Advance so allocated or the rate of interest payable thereon, (C) extend the time for payment of any amount allocated to the participation or subparticipation, as the case may be, or (D) result in the release of a substantial portion of the Collateral.. Such purchaser shall not be a Lender for any purposes of this Agreement and the other Loan Documents. The provisions of Section 18 of this Agreement shall inure to the benefit of each purchaser of a participation (provided that (i) each such Lender’s obligations under this Agreement participant shall remain unchangedlook solely to the seller of its participation for those benefits, (ii) no seller (whether or not a Lender) shall have a claim against the Borrowers of any kind whatsoever resulting from such Lender shall remain solely responsible to the other Parties for the performance of such obligationsbenefits, and (iii) the participant Borrowers' liabilities, if any, under any of those Sections shall not be entitled to the benefit increased as a result of the right of setoff contained in this Agreement, (iv) the amount of the participation shall be in a minimum amount of $3,000,000 or such lesser amount which constitutes such Lender’s entire Facility, and (v) Reseller, the other Lenders and Administrative Agents shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and such Lender shall retain the sole right to enforce the obligations of Reseller relating to its Loans, its Notes and its funding of Advances and to approve any amendment, modification, or waiver of any provision of this Agreement (other than amendments, modifications, or waivers that forgive the amount of principal of the Loans). The sale of any such participations which require Reseller participation) and Administrative Agent shall continue to file distribute payments pursuant to this Agreement as if no participation has been sold. No participation or subparticipation shall operate as a registration statement with the Securities and Exchange Commission or under the securities Laws delegation of any State duty of the seller of such participation or subparticipation. Under no circumstance shall not any participation be permitteddeemed a novation in respect of all or any part of the selling Lender's obligations pursuant to this Agreement. Notwithstanding the foregoing, any Lender may sell such participations as it may Each purchaser of a participation shall be required to do under any Law represent and warrant that its purchase shall not constitute a "prohibited transaction" (as defined in Section 406 of ERISA or as otherwise instructed to do so by any Governmental AuthoritySection 4975 of the Code).

Sale of Participations. Upon the consent of Administrative Agents, Each Borrower acknowledges each Lender may sell participations to one or more Persons banks or other entities in all or a portion of its rights and obligations under this AgreementFinancing Agreement (including, without limitation, all or a portion of its 110 Lender Loan Commitment, the Revolving Credit Loans owing to it, and the Revolving Credit Note(s) held by it); provided, however, that that: (ia) any such Lender’s obligations under this Financing Agreement (including, without limitation, its Lender Loan Commitment hereunder) shall remain unchanged, and (iib) such Lender shall remain solely responsible to the other Parties parties hereto for the performance of such obligations, (iiic) such Lender shall remain the participant shall be entitled holder of any such Revolving Credit Note(s) executed to the benefit its order hereunder for all purposes of the right of setoff contained in this Financing Agreement, (iv) the amount of the participation shall be in a minimum amount of $3,000,000 or such lesser amount which constitutes such Lender’s entire Facility, and (vd) Resellereach Borrower, the Agent and the other Lenders and Administrative Agents shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Financing Agreement. Each Borrower further acknowledges that in doing so, the Lenders may grant to such participants certain rights which would require the participant’s consent to certain waivers, amendments and other actions with respect to the provisions of this Financing Agreement. Each Obligor authorizes each Lender to disclose to any participant or purchasing lender (each, a “Transferee”) and any prospective Transferee, in each case, that has agreed to be bound by the confidentiality provisions of Section 15.10 hereof, any and all financial information in such Lender’s possession concerning such Obligor and their respective affiliates which has been delivered to such Lender shall retain the sole right by or on behalf of any Obligor pursuant to enforce the obligations this Financing Agreement or which has been delivered to such Lender by or on behalf of Reseller relating to its Loans, its Notes any Obligor in connection with such Lender’s credit evaluation of any Obligor and its funding of Advances and affiliates prior to approve any amendment, modification, or waiver of any provision of entering into this Agreement (other than amendments, modifications, or waivers that forgive the amount of principal of the Loans). The sale of any such participations which require Reseller to file a registration statement with the Securities and Exchange Commission or under the securities Laws of any State shall not be permitted. Notwithstanding the foregoing, any Lender may sell such participations as it may be required to do under any Law or as otherwise instructed to do so by any Governmental AuthorityFinancing Agreement.

Sale of Participations. Upon the consent of Administrative Agents, each Each Lender may sell participations to one or more Persons (other than Borrower or an Affiliate of Borrower) in all or a portion of its rights and obligations under this AgreementAgreement (including all or a portion of its Commitment and its Loans); provided, however, that (i) such Lender’s 's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other Parties parties hereto for the performance of such obligations, (iii) the participant shall be entitled to the benefit of the yield protection provisions contained in Section 17 and the right of setoff contained in this AgreementSection 15.3.3, (iv) the amount of the participation shall be in a minimum amount of $3,000,000 5,000,000 or such lesser amount which constitutes such Lender’s 's entire FacilityCommitment, provided, however, that no such minimum amount shall apply to participations between any of Lenders or between any Lender and any of its Affiliates; and (v) ResellerBorrower, the other Lenders and Administrative Agents Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement, and such Lender shall retain the sole right to enforce the obligations of Reseller Borrower relating to its Loans, its Notes and its funding of Advances and to approve any amendment, modification, or waiver of any provision of this Agreement (other than Agreement, provided, however, that the approval of a participant of a Lender may be required only for amendments, modifications, or waivers that (a) forgive the amount of principal of the Loans), (b) reduce the LIBOR Revolving Margin or the Base Rate Revolving Margin, or reduce the Revolving Loan Unused Fee, or (c) extend the Revolving Loan Maturity Date. The Lender selling a participation shall, within two (2) Business Days of its effectiveness, provide written notice of such event to the Administrative Agent. Notwithstanding the foregoing provisions of this Section, the sale of any such participations which require Reseller Borrower to file a registration statement with the Securities and Exchange Commission SEC or under the securities Laws of any State state shall not be permitted. Notwithstanding the foregoing, any Lender may sell such participations as it may be required to do under any Law or as otherwise instructed to do so by any Governmental Authority.

Sale of Participations. Upon (i) Any Lender may, without notice to or the consent of Administrative Agentsthe Obligors or the Agent, each Lender may sell participations to one or more Persons banks or other entities (a “Participant”) in all or a portion of its such Lender’s rights and obligations under this AgreementAgreement (including all or a portion of its Commitment and the Loans owing to it); provided, however, provided that (iA) such Lender’s obligations under this Agreement shall remain unchanged, (iiB) such Lender shall remain solely responsible to the other Parties parties hereto for the performance of such obligations, and (iiiC) the participant shall be entitled to the benefit of the right of setoff contained in this Agreement, (iv) the amount of the participation shall be in a minimum amount of $3,000,000 or such lesser amount which constitutes such Lender’s entire Facility, and (v) ResellerBorrower, the other Guarantor, the Agent and the Lenders and Administrative Agents shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and . Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce the obligations of Reseller relating to its Loans, its Notes and its funding of Advances this Agreement and to approve any amendment, modification, modification or waiver of any provision of this Agreement (other than amendmentsAgreement; provided that such agreement or instrument may provide that such Lender will not, modifications, or waivers that forgive without the amount of principal consent of the Loans)Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. The sale Subject to subpart (c)(ii) of any this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.12, 2.13 and 2.14 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided that such participations which require Reseller Participant agrees to file be subject to Section 2.14(f) as though it were a registration statement with the Securities and Exchange Commission or under the securities Laws of any State shall not be permitted. Notwithstanding the foregoing, any Lender may sell such participations as it may be required to do under any Law or as otherwise instructed to do so by any Governmental AuthorityLender.

Sale of Participations. Upon Any Lender may, without the consent of the Company, the Administrative AgentsAgent, each Lender may the Issuing Banks or the Swingline Lender, sell participations to one or more Persons banks or other entities (other than the Company or any Affiliate thereof) (a "Participant") in all or a portion of its such Lender's rights and obligations under this AgreementAgreement (including all or a portion of its Commitment and the Loans owing to it); provided, however, provided that (iA) such Lender’s 's obligations under this Agreement shall remain unchanged, (iiB) such Lender shall remain solely responsible to the other Parties parties hereto for the performance of such obligations, (iiiC) the participant shall be entitled to Company, the benefit of Administrative Agent, the right of setoff contained in this Agreement, (iv) the amount of the participation shall be in a minimum amount of $3,000,000 or such lesser amount which constitutes such Lender’s entire Facility, Issuing Banks and (v) Reseller, the other Lenders and Administrative Agents shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this AgreementAgreement and (D) any person that would be a Fee Receiver may not be a Participant, unless such Person is a Permitted Fee Receiver or such Fee Receiver receives the written consent of the Company and the Administrative Agent. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce the obligations of Reseller relating to its Loans, its Notes and its funding of Advances this Agreement and to approve any amendment, modification, 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 clause (i), (ii), (iii), (iv), (vi), (vii), (viii) or (x) in the first proviso to Section 9.02(b) that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Company agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.18(e) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant's interest in the Loans or other obligations under this Agreement (other than amendments, modifications, or waivers that forgive the amount of principal of the Loans"Participant Register"). The sale 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 such participations which require Reseller notice to file a registration statement with the Securities and Exchange Commission or under the securities Laws of any State shall not be permitted. Notwithstanding the foregoing, any Lender may sell such participations as it may be required to do under any Law or as otherwise instructed to do so by any Governmental Authoritycontrary.

Sale of Participations. Upon the consent of Administrative Agents, each Each Lender may sell participations to one or more Persons (other than Borrower or an Affiliate of Borrower) in all or a portion of its rights and obligations under this AgreementAgreement (including all or a portion of its Commitment and its Loans); provided, however, that (i) such Lender’s 's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other Parties parties hereto for the performance of such obligations, (iii) the participant shall be entitled to the benefit of the yield protection provisions contained in Section 17 and the right of setoff contained in this AgreementSection 15.3.3, (iv) the amount of the participation shall be in a minimum amount of $3,000,000 5,000,000 or such lesser amount which constitutes such Lender’s 's entire FacilityCommitment, provided, however, that no such minimum amount shall apply to participations between any of Lenders or between any Lender and any of its Affiliates; and (v) ResellerBorrower, the other Lenders and Administrative Agents Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement, and such Lender shall retain the sole right to enforce the obligations of Reseller Borrower relating to its Loans, its Notes and its funding of Advances and to approve any amendment, modification, or waiver of any provision of this Agreement (other than Agreement, provided, however, that the approval of a participant of a Lender may be required only for amendments, modifications, or waivers that (a) forgive the amount of principal of the Loans), (b) reduce the Eurodollar Revolving Margin or the Base Rate Revolving Margin or reduce the Revolving Loan Unused Fee, or (c) extend the Revolving Loan Maturity Date. The Lender selling a participation shall, within two (2) Business Days of its effectiveness, provide written notice of such event to the Administrative Agent. Notwithstanding the foregoing provisions of this Section, the sale of any such participations which require Reseller Borrower to file a registration statement with the Securities and Exchange Commission SEC or under the securities Laws of any State state shall not be permitted. Notwithstanding the foregoing, any Lender may sell such participations as it may be required to do under any Law or as otherwise instructed to do so by any Governmental Authority.

Sale of Participations. Upon Each Lender may without the consent of the Borrower or the Administrative Agents, each Lender may Agent sell participations to one or more Persons Lenders, financial institutions or other entities in all or a portion of its rights and obligations under this AgreementAgreement (including all or a portion of its Commitment and the same portion of the Loans owing to Lender and the Note held by it); provided, however, that (i) such Lender’s 's obligations under this Agreement shall remain unchanged, ; (ii) such Lender shall remain solely responsible to the other Parties parties hereto for the performance of such obligations, ; (iii) the participant participating Lenders, financial institutions or other entities shall be entitled to the benefit of the right of setoff cost protection provisions contained in this Agreement, Agreement only to the extent the Lender or Lenders selling a participation to them are entitled thereto; (iv) Borrower, the amount of Administrative Agent, the participation shall be in a minimum amount of $3,000,000 or such lesser amount which constitutes such Lender’s entire Facility, Documentation Agent and (v) Reseller, the other Lenders and Administrative Agents shall continue to deal solely and directly with such Lender in connection with such Lender’s rights 's rights, interests and obligations under this Agreement, and such Lender shall retain the sole right to enforce the obligations of Reseller Borrower relating to its Loans, its Notes and its funding of Advances the Loans and to approve any amendment, modification, modification or waiver of any provision of this Agreement (other than amendments, modifications, modifications or waivers that forgive decreasing any Fees payable hereunder or the amount of principal of or the rate at which interest is payable on the Loans), extending any scheduled principal payment date or date fixed for the payment of interest or other amounts on the Loans or changing or extending the Commitments or Section 2.1.14. The hereof) and (v) such participation shall not result in increased costs to any Credit Party by virtue of the sale of any such participations which require Reseller to file a registration statement with the Securities and Exchange Commission or under the securities Laws of any State shall not be permitted. Notwithstanding the foregoing, any Lender may sell such participations as it may be required to do under any Law or as otherwise instructed to do so by any Governmental Authorityparticipation.

Sale of Participations. Upon the consent of Administrative Agents, each Each Lender may sell participations to one or more Persons (other than Borrower or an Affiliate of Borrower) in all or a portion of its rights and obligations under this Agreement; provided, however, that (i) such Lender’s 's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other Parties parties hereto for the performance of such obligations, (iii) the participant shall be entitled to the benefit of the right of setoff contained in this Agreement, (iv) the amount of the participation shall be in a minimum amount of $3,000,000 5,000,000 or such lesser amount which constitutes such Lender’s 's entire Facility, and (v) ResellerBorrower, the other Lenders and Administrative Agents Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement, and such Lender shall retain the sole right to enforce the obligations of Reseller Borrower relating to its Loans, its Notes and its funding of Advances and to approve any amendment, modification, or waiver of any provision of this Agreement (other than amendments, modifications, or waivers that forgive forgives the amount of principal of the Loans). The Notwithstanding the foregoing, the sale of any such participations which would require Reseller Borrower to file a registration statement with the Securities and Exchange Commission or under the securities Laws of any State shall not be permitted. Notwithstanding the foregoing, ; provided that any Lender may sell such participations as it may be required to do under any applicable Law or as otherwise instructed to do so by any Governmental Authority.

Sale of Participations. Upon Each Lender may without the consent of the Borrower or the Administrative Agents, each Lender may Agent sell participations to one or more Persons Lenders, financial institutions or other entities in all or a portion of its rights and obligations under this AgreementAgreement (including all or a portion of its Commitment and the same portion of the Loans owing to Lender and the Note held by it); provided, however, that (i) such Lender’s 's obligations under this Agreement shall remain unchanged, ; (ii) such Lender shall remain solely responsible to the other Parties parties hereto for the performance of such obligations, ; (iii) the participant participating Lenders, financial institutions or other entities shall be entitled to the benefit of the right of setoff cost protection provisions contained in this Agreement, Agreement only to the extent the Lender or Lenders selling a participation to them are entitled thereto; (iv) Borrower, the amount of Administrative Agent, the participation shall be in a minimum amount of $3,000,000 or such lesser amount which constitutes such Lender’s entire Facility, Documentation Agent and (v) Reseller, the other Lenders and Administrative Agents shall continue to deal solely and directly with such Lender in connection with such Lender’s rights 's rights, interests and obligations under this Agreement, and such Lender shall retain the sole right to enforce the obligations of Reseller Borrower relating to its Loans, its Notes and its funding of Advances the Loans and to approve any amendment, modification, modification or waiver of any provision of this Agreement (other than amendments, modifications, modifications or waivers that forgive decreasing any Fees payable hereunder or the amount of principal of or the rate at which interest is payable on the Loans), extending any scheduled principal payment date or date fixed for the payment of interest or other amounts on the Loans or changing or extending the Commitments or Section 2.14. The hereof) and (v) such participation shall not result in increased costs to any Credit Party by virtue of the sale of any such participations which require Reseller to file a registration statement with the Securities and Exchange Commission or under the securities Laws of any State shall not be permitted. Notwithstanding the foregoing, any Lender may sell such participations as it may be required to do under any Law or as otherwise instructed to do so by any Governmental Authorityparticipation.

Sale of Participations. Upon Any Lender may, without the consent of the Company, the Administrative AgentsAgent, each Lender may the Issuing Banks or the Swingline Lender, sell participations to one or more Persons banks or other entities (a "Participant") in all or a portion of its such Lender's rights and obligations under this AgreementAgreement (including all or a portion of its Commitment, Multicurrency Commitment and the Loans owing to it); provided, however, provided that (iA) such Lender’s 's obligations under this Agreement shall remain unchanged, (iiB) such Lender shall remain solely responsible to the other Parties parties hereto for the performance of such obligations, (iiiC) the participant shall be entitled to Company, the benefit of Administrative Agent, the right of setoff contained in this Agreement, (iv) the amount of the participation shall be in a minimum amount of $3,000,000 or such lesser amount which constitutes such Lender’s entire Facility, Issuing Banks and (v) Reseller, the other Lenders and Administrative Agents shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this AgreementAgreement and (D) any person that would be a Fee Receiver may not be a Participant, unless such Person is a Permitted Fee Receiver or such Fee Receiver receives the written consent of the Company and the Administrative Agent. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce the obligations of Reseller relating to its Loans, its Notes and its funding of Advances this Agreement and to approve any amendment, modification, 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 clause (i), (ii), (iii), (iv), (vi), (vii), (viii) or (x) in the first proviso to Section 9.02(b) that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Company agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.18(e) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant's interest in the Loans or other obligations under this Agreement (other than amendments, modifications, or waivers that forgive the amount of principal of the Loans"Participant Register"). The sale 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 such participations which require Reseller notice to file a registration statement with the Securities and Exchange Commission or under the securities Laws of any State shall not be permitted. Notwithstanding the foregoing, any Lender may sell such participations as it may be required to do under any Law or as otherwise instructed to do so by any Governmental Authoritycontrary.

Sale of Participations. Upon the consent of Administrative Agents, each Each Lender may sell participations to one or more Persons (other than the Borrower or an Affiliate of the Borrower) in all or a portion of its rights and obligations under this AgreementAgreement (including all or a portion of its Commitment and its Loans); provided, however, that (i) such Lender’s 's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other Parties parties hereto for the performance of such obligations, (iii) the participant shall be entitled to the benefit of the yield protection provisions contained in Article 4.9 and the right of setoff set-off contained in this AgreementSection 16.2.3, (iv) the amount of the participation shall be in a minimum amount of $3,000,000 1,000,000 or such lesser amount which constitutes such Lender’s 's entire FacilityCommitment, provided, however, that no such minimum amount shall apply to participations between any of Lenders or between any Lender and any of its Affiliates; and (v) Resellerthe Borrower, the other Lenders and the Administrative Agents Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement, and such Lender shall retain the sole right to enforce the obligations of Reseller the Borrower relating to its Loans, Advances and its Notes and its funding of Advances and to approve any amendment, modification, or waiver of any provision of this Agreement (it being understood that this shall not affect any rights of such Lender or its participant as between each other than with respect to amendments, modifications, or waivers that forgive (i) decrease the amount of principal of the Loans, (ii) reduce the rate at which interest is payable on the Loans, or (iii) extend the final maturity of the Notes or the expiration date of any Letter of Credit, or (iv) increase its Commitment if such increase is to be shared by any such participant). The Notwithstanding the foregoing: (x) the sale of any such participations which require Reseller Borrower to file a registration statement with the Securities and Exchange Commission SEC or under the securities Laws of any State state shall not be permitted. Notwithstanding , and (y) the foregoing, sale by any Lender may sell of participations aggregating 50% or more of its Commitments and with respect to which the right of such participations as it may Lender solely to approve any amendment, modification, or waiver of any provision of this Agreement requires the consent of or approval of such participants shall require the consent of Domestic Borrower, which shall not be required to do under any Law unreasonably withheld or as otherwise instructed to do so by any Governmental Authoritydelayed.

Sale of Participations. Upon (i) Any Lender may, without notice to or the consent of Administrative Agentsthe Obligors or the Agent, each Lender may sell participations to one or more Persons banks or other entities (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (a “Participant”) in all or a portion of its such Lender’s rights and obligations under this AgreementAgreement (including all or a portion of its Commitment and the Loans owing to it); provided, however, provided that (iA) such Lender’s obligations under this Agreement shall remain unchanged, (iiB) such Lender shall remain solely responsible to the other Parties parties hereto for the performance of such obligations, and (iiiC) the participant shall be entitled to the benefit of the right of setoff contained in this Agreement, (iv) the amount of the participation shall be in a minimum amount of $3,000,000 or such lesser amount which constitutes such Lender’s entire Facility, and (v) ResellerBorrower, the other Guarantor, the Agent and the Lenders and Administrative Agents shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and . Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce the obligations of Reseller relating to its Loans, its Notes and its funding of Advances this Agreement and to approve any amendment, modification, modification or waiver of any provision of this Agreement (other than amendmentsAgreement; provided that such agreement or instrument may provide that such Lender will not, modifications, or waivers that forgive without the amount of principal consent of the Loans)Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. The sale Subject to subpart (c)(ii) of any this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.12, 2.13 and 2.14 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided that such participations which require Reseller Participant agrees to file be subject to Section 2.14(e) as though it were a registration statement with the Securities and Exchange Commission or under the securities Laws of any State shall not be permitted. Notwithstanding the foregoing, any Lender may sell such participations as it may be required to do under any Law or as otherwise instructed to do so by any Governmental AuthorityLender.

Sale of Participations. Upon the consent of Administrative Agents, each Each Lender may sell participations to one or more banks or other Persons in or to all or a portion of its rights and obligations under this Agreementthe Loan Documents (including all its rights and obligations with respect to the Revolving Loans and Letters of Credit); provided, however, that such sale shall be effective only upon receipt by the Administrative Agent of a notice of such sale in form and substance satisfactory to the Administrative Agent. The terms of such participation shall not, in any event, require the participant's consent to any amendments, waivers or other modifications of any provision of any Loan Documents or the consent to any departure by any Loan Party therefrom or to the exercising or refraining from exercising any powers or rights which such Lender may have under or in respect of the Loan Documents (including the right to enforce the obligations of the Loan Parties), except if any such amendment, waiver or other modification or consent would (i) reduce the amount, or postpone any date fixed for, any amount (whether of principal, interest or fees) payable to such participant under the Loan Documents, to which such participant would otherwise be entitled under such participation or (ii) result in the release of all or substantially all of the Collateral other than in accordance with the Collateral Documents. In the event of the sale of any participation by any Lender, (A) such Lender’s 's obligations under this Agreement the Loan Documents shall remain unchanged, (iiB) such Lender shall remain solely responsible to the other Parties parties hereto for the performance of such obligations, (iiiC) such Lender shall remain the participant shall be entitled to the benefit holder of the right such Obligations for all purposes of setoff contained in this Agreement, (ivD) such Lender shall disclose to the Borrower the identity of each bank or other entity purchasing a participation within a reasonable time after the sale and purchase of such participation and (E) the amount of Borrower, the participation shall be in a minimum amount of $3,000,000 or such lesser amount which constitutes such Lender’s entire Facility, Administrative Agent and (v) Reseller, the other Lenders and Administrative Agents shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement. Each participant shall be entitled to the benefits of Sections 2.15 (Capital Adequacy), 2.16 (Taxes) and 2.14(d) (Special Provisions Governing Eurodollar Rate Loans) as if it were a Lender; provided, however, that anything herein to the contrary notwithstanding, the Borrower shall not, at any time, be obligated to make under Section 2.15 (Capital Adequacy), 2.16 (Taxes) or 2.14(d) (Special Provisions Governing Eurodollar Rate Loans) to the participants in the rights and obligations of any Lender (together with such Lender) any payment in excess of the amount the Borrower would have been obligated to pay to such Lender shall retain the sole right to enforce the obligations in respect of Reseller relating to its Loans, its Notes and its funding of Advances and to approve any amendment, modification, or waiver of any provision of this Agreement (other than amendments, modifications, or waivers that forgive the amount of principal of the Loans). The sale of any such participations which require Reseller to file a registration statement with the Securities and Exchange Commission or under the securities Laws of any State shall interest had such participation not be permitted. Notwithstanding the foregoing, any Lender may sell such participations as it may be required to do under any Law or as otherwise instructed to do so by any Governmental Authoritybeen sold.

Sale of Participations. Upon Each Lender may without the consent of the Borrower or the Administrative Agents, each Lender may Agent sell participations to one or more Persons Lenders, financial institutions or other entities in all or a portion of its rights and obligations under this AgreementAgreement (including all or a portion of its Revolving Loan Commitment and the same portion of the Revolving Loans owing to Lender and the Revolving Note held by it and/or its Term Loan Commitment, and the same portion of the Term Loan at the time owing to it and the Term Note held by it); providedPROVIDED, howeverHOWEVER, that (i) such Lender’s 's obligations under this Agreement shall remain unchanged, ; (ii) such Lender shall remain solely responsible to the other Parties parties hereto for the performance of such obligations, ; (iii) the participant participating Lenders, financial institutions or other entities shall be entitled to the benefit of the right of setoff cost protection provisions contained in this Agreement, Agreement only to the extent the Lender or Lenders selling a participation to them are entitled thereto; (iv) Borrower, the amount of Administrative Agent, the participation shall be in a minimum amount of $3,000,000 or such lesser amount which constitutes such Lender’s entire Facility, Documentation Agent and (v) Reseller, the other Lenders and Administrative Agents shall continue to deal solely and directly with such Lender in connection with such Lender’s rights 's rights, interests and obligations under this Agreement, and such Lender shall retain the sole right to enforce the obligations of Reseller Borrower relating to its Loans, its Notes and its funding of Advances the Loans and to approve any amendment, modification, modification or waiver of any provision of this Agreement (other than amendments, modifications, modifications or waivers that forgive decreasing any Fees payable hereunder or the amount of principal of or the rate at which interest is payable on the Loans), extending any scheduled principal payment date or date fixed for the payment of interest or other amounts on the Loans or changing or extending the Commitments or Section 2.6. The hereof) and (v) such participation shall not result in increased costs to any Credit Party by virtue of the sale of any such participations which require Reseller to file a registration statement with the Securities and Exchange Commission or under the securities Laws of any State shall not be permitted. Notwithstanding the foregoing, any Lender may sell such participations as it may be required to do under any Law or as otherwise instructed to do so by any Governmental Authorityparticipation.

Sale of Participations. Upon the consent of Administrative Agents, each Each Lender may sell participations to one or more Persons (other than Borrower or an Affiliate of Borrower) in all or a portion of its rights and obligations under this AgreementAgreement (including all or a portion of its Commitment and its Loans); provided, however, that (i) such Lender’s 's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other Parties parties hereto for the performance of such obligations, (iii) the participant shall be entitled to the benefit of the yield protection provisions contained in Section 20 and the right of setoff set-off contained in this AgreementSection 18.3.3, (iv) the amount of the participation shall be in a minimum amount of $3,000,000 5,000,000 or such lesser amount which constitutes such Lender’s 's entire Facility, Commitment (except that no such minimum amount shall apply to participations between Lenders or between a Lender and any of its Affiliates; and (v) ResellerBorrower, the other Lenders and Administrative Agents shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement, and such Lender shall retain the sole right to enforce the obligations of Reseller Borrower relating to its Loans, its Advances and Notes and its funding of Advances and to approve any amendment, modification, or waiver of any provision of this Agreement (it being understood that this shall not affect any rights of such Lender or its participant as between each other than with respect to amendments, modifications, or waivers that forgive (i) decrease the amount of principal of the Loans). The sale , (ii) reduce the rate at which interest is payable on the Loans, or (iii) extend the final maturity of the Notes, or (iv) increase its Commitment if such increase is to be shared by any such participations which require Reseller to file a registration statement with the Securities and Exchange Commission or under the securities Laws of any State shall not be permitted. Notwithstanding the foregoing, any Lender may sell such participations as it may be required to do under any Law or as otherwise instructed to do so by any Governmental AuthorityParticipant).

Sale of Participations. Upon the consent of Administrative Agents, each Each Lender may sell participations to one or more Persons (other than Borrower or an Affiliate of Borrower) in all or a portion of its rights and obligations under this AgreementAgreement (including all or a portion of its Commitment and its Loans); provided, however, that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other Parties parties hereto for the performance of such obligations, (iii) the participant shall be entitled to the benefit of the yield protection provisions contained in Section 17 and the right of setoff contained in this AgreementSection 15.3.3, (iv) the amount of the participation shall be in a minimum amount of $3,000,000 5,000,000 or such lesser amount which constitutes such Lender’s entire FacilityCommitment, provided, however, that no such minimum amount shall apply to participations between any of Lenders or between any Lender and any of its Affiliates; and (v) ResellerBorrower, the other Lenders and Administrative Agents Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and such Lender shall retain the sole right to enforce the obligations of Reseller Borrower relating to its Loans, its Notes and its funding of Advances and to approve any amendment, modification, or waiver of any provision of this Agreement (other than Agreement, provided, however, that the approval of a participant of a Lender may be required only for amendments, modifications, or waivers that (a) forgive the amount of principal of the Loans), (b) reduce the LIBOR Margin or the Base Rate Margin or reduce the Revolving Loan Unused Fee, or (c) extend the Revolving Loan Maturity Date. The Lender selling a participation shall, within two (2) Business Days of its effectiveness, provide written notice of such event to the Administrative Agent. Notwithstanding the foregoing provisions of this Section, the sale of any such participations which require Reseller Borrower to file a registration statement with the Securities and Exchange Commission SEC or under the securities Laws of any State state shall not be permitted. Notwithstanding the foregoing, any Lender may sell such participations as it may be required to do under any Law or as otherwise instructed to do so by any Governmental Authority.

Sale of Participations. Upon the consent of Administrative Agents, each Each Lender may sell participations to one or more Persons (other than Borrower or an Affiliate of Borrower) in all or a portion of its rights and obligations under this AgreementAgreement (including all or a portion of its Commitment and its Loans); provided, however, that (i) such Lender’s 's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other Parties parties hereto for the performance of such obligations, (iii) the participant shall be entitled to the benefit of the yield protection provisions contained in Section 17 and the right of setoff contained in this AgreementSection 15.3.3, (iv) the amount of the participation shall be in a minimum amount of $3,000,000 5,000,000 or such lesser amount which constitutes such Lender’s 's entire FacilityCommitment, provided, however, that no such minimum amount shall apply to participations between any of Lenders or between any Lender and any of its Affiliates; and (v) ResellerBorrower, the other Lenders and Administrative Agents Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement, and such Lender shall retain the sole right to enforce the obligations of Reseller Borrower relating to its Loans, its Notes and its funding of Advances and to approve any amendment, modification, or waiver of any provision of this Agreement (other than Agreement, provided, however, that the approval of a participant of a Lender may be required only for amendments, modifications, or waivers that (a) forgive the amount of principal of the Loans), (b) reduce the Eurodollar Revolving Margin, the Eurodollar Term Margin, the Base Rate Revolving Margin, the Base Rate Term Margin, or reduce the Revolving Loan Unused Fee, or (c) extend the Revolving Loan Maturity Date or extend the Term Loan Maturity Date. The Lender selling a participation shall, within two (2) Business Days of its effectiveness, provide written notice of such event to the Administrative Agent. Notwithstanding the foregoing provisions of this Section, the sale of any such participations which require Reseller Borrower to file a registration statement with the Securities and Exchange Commission SEC or under the securities Laws of any State state shall not be permitted. Notwithstanding the foregoing, any Lender may sell such participations as it may be required to do under any Law or as otherwise instructed to do so by any Governmental Authority.