Common use of Sub-Participations by Lenders Clause in Contracts

Sub-Participations by Lenders. Any Lender may at any time sell participating interests in any of the Obligations held by such Lender and its commitments hereunder; provided, however, that: (1) No participation contemplated by this Paragraph 14(d) shall relieve such Lender from its obligations hereunder or under any other Credit Document; (2) Such Lender shall remain solely responsible for the performance of such obligations; (3) The Company, the Credit 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 the Credit Documents; (4) The participation agreement between such Lender and the Person purchasing such participation interest (a "Participant") shall provide that: (i) the participation interest of the Participant is an undivided interest in such Lender's Aggregate Maximum Commitment, and (ii) the sole voting rights of the Participant are with respect to those items on which such Lender is entitled to vote pursuant to Paragraphs 13(b)(2) and 13(b)(7) above; and (5) Such Lender shall not enter into participation agreements with more than two Participants for each $25,000,000.00 of Aggregate Maximum Commitment held by such Lender.

Sub-Participations by Lenders. Any Lender may at any time sell participating interests in any of the ----------------------------- Obligations held by such Lender and its commitments hereunder; provided, however, that: : (1) No participation contemplated by this Paragraph 14(d) shall relieve such Lender from its obligations hereunder or under any other Credit Document; ; (2) Such Lender shall remain solely responsible for the performance of such obligations; ; (3) The Company, the Credit Lead 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 the Credit Documents; ; (4) The participation agreement between such Lender and the Person purchasing such participation interest (a "Participant") shall provide that: (i) the participation interest of the Participant is an undivided interest in such Lender's Aggregate Maximum Commitment, and (ii) the sole voting rights of the Participant are with respect to those items on which such Lender is entitled to vote pursuant to Paragraphs 13(b)(2) and 13(b)(7) above; and and (5) Such Lender shall not enter into participation agreements with more than two Participants for each $25,000,000.00 of Aggregate Maximum Commitment held by such Lender. The Company acknowledges and agrees that each Participant shall be considered a Lender for purposes of Paragraphs 4(e), 4(f), 4(g) and 5(l) above; provided, however, that in no event shall any Participant be entitled to receive any payment or compensation in excess of that to which such Participant's selling Lender would be entitled with respect to the participation interest held by such Participant if such Lender had not sold any participation interest to such Participant.

Sub-Participations by Lenders. Any Lender may at any time sell participating interests in any of the Obligations held by such Lender and its commitments hereunder; provided, however, that: (1) No participation contemplated by this Paragraph 14(d) shall relieve such Lender from its obligations hereunder or under any other Credit Document; (2) Such Lender shall remain solely responsible for the performance of such obligations; (3) The Company, the Credit Lead 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 the Credit Documents; (4) The participation agreement between such Lender and the Person purchasing such participation interest (a "Participant") shall provide that: (i) the participation interest of the Participant is an undivided interest in such Lender's Aggregate Maximum Commitment, and (ii) the sole voting rights of the Participant are with respect to those items on which such Lender is entitled to vote pursuant to Paragraphs 13(b)(2) and 13(b)(7) above; and (5) Such Lender shall not enter into participation agreements with more than two Participants for each $25,000,000.00 of Aggregate Maximum Commitment held by such Lender.. The Company acknowledges and agrees that each Participant shall be considered a Lender for purposes of Paragraphs 4(e), 4(f), 4(g) and 5(l) above; provided, however, that in no event shall any Participant be entitled to receive any payment or compensation in excess of that to which such Participant's selling Lender would be entitled with respect to the participation interest held by such Participant if such Lender had not sold any participation interest to such Participant. 14

Sub-Participations by Lenders. Any Lender may at any time sell participating interests in any of the Obligations held by such Lender and its commitments Maximum Commitment hereunder; provided, however, that: : (1) No participation contemplated by this Paragraph 14(d13(d) shall relieve such Lender from its obligations hereunder or under any other Credit Loan Document; ; (2) Such Lender shall remain solely responsible for the performance of such obligations; ; (3) The Company, the Credit Agent 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 the Credit Loan Documents; ; (4) The participation agreement between such Lender and the Person purchasing such participation interest (a "Participant") shall provide that: (i) the participation interest of the Participant is an undivided interest in such Lender's Aggregate Maximum Commitment, and (ii) the sole voting rights of the Participant are with respect to those items on which such Lender is entitled to vote pursuant to Paragraphs 13(b)(2) and 13(b)(7) above; and (5) Such Lender shall not enter into participation agreements with more any participants (other than two Participants Affiliates of such Lender) involving the sale of a participation interest in less than $10,000,000.00 of such Lender's Maximum Commitment for each $25,000,000.00 10,000,000.00 of Aggregate Maximum Commitment held by such Lender; (5) The participant under the participation agreement shall have no rights under the Loan Documents or to control the actions of the Lender selling such participation other than with respect to any amendment, modification or waiver which extends the due date for payment of any principal, interest or fees payable under the Loan Documents or reduces the interest rate or the amount of principal or fees applicable to the Obligations (except reductions contemplated by the Loan Documents); provided, however, that if such participation agreement grants rights to participants to approve such amendments, modifications and waivers, such participation agreement shall contain a voting mechanism whereby a majority of the portion of the Obligations owing to the Lender selling such participation (whether held by such Lender or participated) shall control the vote for all of that Lender's portion of the Obligations; and (6) Except in the case of a sale of a participation to another Lender (which agrees to be bound by the participation terms hereof), any such participation agreement shall not permit the participant thereunder to transfer, pledge, assign, sell sub- participations in, or otherwise encumber its participation interest in the Obligations.

Sub-Participations by Lenders. Any Lender may at any time sell participating interests in any of the Obligations held by such Lender and its commitments hereunder; provided, however, that: : (1) No participation contemplated by this Paragraph 14(d) shall relieve such Lender from its obligations hereunder or under any other Credit Document; (2) Such Lender shall remain solely responsible for the performance of such obligations; (3) The Company, the Credit Lead 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 the Credit Documents; (4) The participation agreement between such Lender and the Person purchasing such participation interest (a "“Participant"”) shall provide that: (i) the participation interest of the Participant is an undivided interest in such Lender's Aggregate ’s Maximum Commitment, and (ii) the sole voting rights of the Participant are with respect to those items on which such Lender is entitled to vote pursuant to Paragraphs 13(b)(2), 13(b)(4), 13(b)(8) and 13(b)(713(b)(9) above; (5) Each such participation shall be in the minimum amount of $5,000,000.00 and after giving effect to any participation permitted by this Paragraph 14(d), the portion of such Lender’s Aggregate Maximum Commitment not subject to any participation shall not be less than $25,000,000.00; and (56) Such Lender shall not enter into participation agreements with more than two Participants for each $25,000,000.00 of Aggregate the Maximum Commitment held by such Lender. The Company acknowledges and agrees that each Participant shall be considered a Lender for purposes of Paragraphs 4(e), 4(f), 4(g) and 5(l) above; provided, however, that in no event shall any Participant be entitled to receive any payment or compensation in excess of that to which such Participant’s selling Lender would be entitled with respect to the participation interest held by such Participant if such Lender had not sold any participation interest to such Participant.

Sub-Participations by Lenders. Any Lender may at any time sell ----------------------------- participating interests in any of the Obligations held by such Lender and its commitments hereunder; provided, however, that: (1) No participation contemplated by this Paragraph 14(d) shall relieve such Lender from its obligations hereunder or under any other Credit Document; (2) Such Lender shall remain solely responsible for the performance of such obligations; (3) The Company, the Credit Managing Administrative Agent and the other   Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's Lender’s rights and obligations under the Credit Documents; (4) The participation agreement between such Lender and the Person   purchasing such participation interest (a "Participant") “Participant”) shall provide that: (i) the i) the participation interest of the Participant is an undivided interest in such Lender's Lender’s Aggregate Maximum Commitment, and (ii) the ii) the sole voting rights of the Participant are with respect to those items on which such Lender is entitled to vote pursuant to Paragraphs 13(b)(2Paragraphs 13(b)(2), 13(b)(4), 13(b)(8) and 13(b)(713(b)(9) above; (5) Each such participation shall be in the minimum amount of   $5,000,000.00 and after giving effect to any participation permitted by this Paragraph 14(d), the portion of such Lender’s Aggregate Maximum Commitment not subject to any participation shall not be less than $25,000,000.00; and (56) Such Lender shall not enter into participation agreements with more than two Participants for each $25,000,000.00 of the Aggregate Maximum Commitment held by such Lender. The Company acknowledges and agrees that each Participant shall be considered a Lender for purposes of Paragraphs 4(h), 4(i), 4(j) and 5(l) above; provided, however, that in no event shall any Participant be entitled to receive any payment or compensation in excess of that to which such Participant’s selling Lender would be entitled with respect to the participation interest held by such Participant if such Lender had not sold any participation interest to such Participant.