Common use of Sales of Participation Clause in Contracts

Sales of Participation. Any Lender may, at any time, without the consent of any Co-Borrower or Administrative Agent, sell participations to any Person (other than a natural Person or a holding company, investment vehicle or trust for or owned for the benefit of a natural Person, a Defaulting Lender, any Terminated Lender, any Sanctioned Person or any Co-Borrower or any of any Co-Borrower’s Affiliates) (each, a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (a) no such sale of a participation shall alter such Lender’s or such Co-Borrower’s obligations hereunder, (b) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (c) any Co-Borrower, Administrative Agent, and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and (d) any agreement or instrument (oral or written) pursuant to which any Lender may grant a participation in its rights with respect to its Commitment (or Loans made hereunder) shall provide that, with respect to such Commitment (or Loans made hereunder), subject to the following proviso, such Lender shall retain the sole right and responsibility to exercise the rights of such Lender, and enforce the obligations of the applicable Co-Borrower relating to such Commitment (or Loans made hereunder), including the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Credit Document and the right to take action to have the Obligations hereunder (or any portion thereof) declared due and payable pursuant to Article 7; provided that (A) such agreement may provide that the Participant may have rights to approve or disapprove decreases in Commitments, interest rates or fees, lengthening of maturity of any Loans to the extent contemplated by Section 9.9.1(e) or release all or substantially all of the Collateral (other than (i) pursuant to Section 6.4, (ii) as contemplated by the definition of “Change of Control”, (iii) in respect of any Loss Event or (iv) as otherwise expressly permitted hereby or under any other Operative Document) and (B) no other agreement (oral or written) with respect to such Participant may exist between such Lender and such Participant. Each Participant shall be entitled to the benefits of Sections 2.6.4 and 2.8.3 (subject to the requirements and limitations therein, including the requirements under Sections 2.6.4(f) and 2.6.5 (it being understood that the documentation required under such Sections shall be delivered to the participating Lender and not to Administrative Agent or Co-Borrowers)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to

Sales of Participation. Any Lender may, at any time, without the consent of Borrower, Administrative Agent or any Co-Borrower or Administrative AgentLC Issuer, sell participations to any Person one or more banks or other entities (other than a natural Person or a holding company, investment vehicle or trust for or owned for the benefit of a natural Person, a Defaulting Lender, any Terminated Lender, any Sanctioned Person or any Co-Borrower or any of any Co-Borrower’s Affiliates) (each, a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans and Drawing Payments owing to it); provided that (a) no such sale of a participation shall alter such Lender’s or such Co-Borrower’s obligations hereunder, (b) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, obligations and (c) any Co-Borrower, Administrative Agent, Borrower and the Lenders Lender Parties shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and (dc) any agreement or instrument (oral or written) pursuant to which any Lender Secured Party may grant a participation in its rights with respect to its Commitment (or Loans made hereunder) shall provide that, with respect to such Commitment (or Loans made hereunder), subject to the following proviso, such Lender shall retain the sole right and responsibility to exercise the rights of such Lender, and enforce the obligations of the applicable Co-Borrower relating to such Commitment (or Loans made hereunder), including the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Credit Document and the right to take action to have the Obligations hereunder (or any portion thereof) declared due and payable pursuant to Article 7; provided that (A) such agreement may provide that the Participant participant may have rights to approve or disapprove decreases in Commitments, interest rates or fees, lengthening of maturity of any Loans to Loans, extend the extent contemplated by Section 9.9.1(e) payment date for any amount due under Article 2 or release all or substantially all any Collateral with a fair market value in excess of the Collateral $10,000,000 (other than (i) pursuant to Section 6.46.4.2, (ii) pursuant to the Put Option, (iii) pursuant to the Purchase Option, (iv) as contemplated by the definition of “Change of Control”, (iiiv) in respect of any Loss Event or Event of Eminent Domain or (ivvi) as otherwise expressly permitted hereby or under any other Operative Document) and (B) no other agreement (oral or written) with respect to such Participant may exist between such Lender and such Participant. Each Participant No recipient of a participation in any Commitment or Loans of any Lender shall have any rights under this Agreement or shall be entitled to any reimbursement for Taxes, Other Taxes, increased costs or reserve requirements under Section 2.7 or 2.8 or any other indemnity or payment rights against Borrower (but shall be permitted to receive from the benefits of Sections 2.6.4 and 2.8.3 (subject Lender granting such participation a proportionate amount which would have been payable to the requirements Lender from whom such Person acquired its participation). Each Lender that sells a participation shall maintain a register on which it enters the name and limitations therein, including address of each Participant and the requirements under Sections 2.6.4(fprincipal amounts of each Participant’s interest in the Loans or Drawing Payments (or other rights or obligations) and 2.6.5 (it being understood that the documentation required under held by it. The entries in such Sections register shall be delivered conclusive, and such Lender shall treat each Person whose name is recorded in such register as the owner of such Loan, Drawing Payments (or other right or obligation) hereunder as the owner thereof for all purposes of this Agreement notwithstanding any notice to the participating Lender contrary. Any such register shall be available for inspection by an Agent at any reasonable time and not from time to Administrative Agent or Co-Borrowers)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant totime upon reasonable prior notice.

Sales of Participation. Any Nothing herein provided shall prevent any Lender may, at any time, without the consent of any Co-Borrower from selling a participation in one or Administrative Agent, sell participations to any Person (other than a natural Person or a holding company, investment vehicle or trust for or owned for the benefit of a natural Person, a Defaulting Lender, any Terminated Lender, any Sanctioned Person or any Co-Borrower or any of any Co-Borrower’s Affiliates) (each, a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion more of its Commitments and the (or Loans owing to itmade hereunder); provided that (a) no such sale of a participation shall alter such Lender’s 's or such Co-Borrower’s 's obligations hereunder, and (b) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (c) any Co-Borrower, Administrative Agent, and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and (d) any agreement or instrument (oral or written) pursuant to which any Lender may grant a participation in its rights with respect to its Commitment (or Loans made hereunder) shall provide that, with respect to such Commitment (or Loans made hereunder), subject to the following proviso, such Lender shall retain the sole right and responsibility to exercise the rights of such Lender, and enforce the obligations of the applicable Co-Borrower relating to such Commitment (or Loans made hereunder), including the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Credit Document and the right to take action to have the Obligations hereunder (or any portion thereof) declared due and payable pursuant to Article 7; provided provided, however, that (A) such agreement may provide that the Participant participant may have rights to approve or disapprove decreases in Commitments, interest rates or fees, lengthening of maturity of any Loans to Loans, extend the extent contemplated by Section 9.9.1(e) payment date for any amount due under Article 2 or release all of 105 any material Collateral. No recipient of a participation in any Commitment or substantially all of the Collateral (other than (i) pursuant to Section 6.4, (ii) as contemplated by the definition of “Change of Control”, (iii) in respect Loans of any Loss Event Lender shall have any rights under this Agreement or (iv) as otherwise expressly permitted hereby or under any other Operative Document) and (B) no other agreement (oral or written) with respect to such Participant may exist between such Lender and such Participant. Each Participant shall be entitled to any reimbursement for Taxes, Other Taxes, increased costs or reserve requirements under Section 2.6 or 2.8 or any other indemnity or payment rights against Borrower (but shall be permitted to receive from the benefits of Sections 2.6.4 and 2.8.3 (subject Lender granting such participation a proportionate amount which would have been payable to the requirements and limitations therein, including the requirements under Sections 2.6.4(f) and 2.6.5 (it being understood that the documentation required under Lender from whom such Sections shall be delivered to the participating Lender and not to Administrative Agent or Co-Borrowers)) to the same extent as if it were a Lender and had Person acquired its interest by assignment pursuant toparticipation).

Sales of Participation. Any Lender may, at any time, without the consent of any Co-Borrower Borrower, Administrative Agent or Administrative Agentany LC Issuer, sell participations to any Person (other than a natural Person or a holding company, investment vehicle or trust for or owned for the benefit of a natural Person, a Defaulting Lender, any Terminated Lender, any Sanctioned Person or any Co-Borrower or any of any Co-Borrower’s Affiliates) (each, a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans and Drawing Payments owing to it); provided that (a) no such sale of a participation shall alter such Lender’s or such Co-Borrower’s obligations hereunder, (b) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (c) any Co-Borrower, Administrative Agent, any LC Issuer and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and (d) any agreement or instrument (oral or written) pursuant to which any Lender may grant a participation in its rights with respect to its Commitment (or Loans made hereunder) shall provide that, with respect to such Commitment (or Loans made hereunder), subject to the following proviso, such Lender shall retain the sole right and responsibility to exercise the rights of such Lender, and enforce the obligations of the applicable Co-Borrower relating to such Commitment (or Loans made hereunder), including the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Credit Document and the right to take action to have the Obligations hereunder (or any portion thereof) declared due and payable pursuant to Article 7; provided that (A) such agreement may provide that the Participant may have rights to approve or disapprove decreases in Commitments, interest rates or fees, lengthening of maturity of any Loans to the extent contemplated by Section 9.9.1(e) ), extend the payment date for any amortization due under Article 2 or release all or substantially all of the Collateral (other than (i) pursuant to Section 6.4, (ii) as contemplated by the definition of “Change of Control”, (iii) in respect of any Loss Event or (iv) as otherwise expressly permitted hereby or under any other Operative Document) and (B) no other agreement (oral or written) with respect to such Participant may exist between such Lender and such Participant. Each Participant shall be entitled to the benefits of Sections 2.6.4 and 2.8.3 (subject to the requirements and limitations therein, including the requirements under Sections 2.6.4(f) and 2.6.5 (it being understood that the documentation required under such Sections shall be delivered to the participating Lender and not to 115 Administrative Agent or Co-Borrowers)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant toto Section 9.13; provided that such Participant (A) agrees to be subject to Section 2.10.2 as if it were an assignee under Section 9.13 and (B) shall not be entitled to receive any greater payment under Sections 2.6.4 or 2.8.3, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change of Law that occurs after the Participant acquired the applicable 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 Loans or Drawing Payments (or other rights or obligations) held by it; provided that no Lender shall have any obligation to disclose all or any portion of such register (including the identity of any Participant or any information relating to a Participant’s interest in any of its obligations under any Credit Document) to any Person except to the extent that such disclosure is necessary to establish that such obligation is in registered form under U.S. Treasury regulations Section 5f.103-1(c) and Proposed U.S. Treasury regulations Section 1.163-5(b) (or, in each case, any amended or successor version). The entries in such register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in such register as the owner of such Loan, Drawing Payments (or other right or obligation) hereunder as the owner thereof for all purposes of this Agreement notwithstanding any notice to the contrary. Any such register shall be available for inspection by the Administrative Agent at any reasonable time and from time to time upon reasonable prior notice.