Participants. (a) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more Lenders or other financial institutions (“Participants”) participating interests in any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, the other Lenders, and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. However, any Participant that is an affiliate of any Lender shall have the right to deal directly with any other Lender and Borrower with respect to any matter that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C.
Appears in 3 contracts
Samples: Credit Agreement (M I Homes Inc), Credit Agreement (M I Homes Inc), Credit Agreement (M I Homes Inc)
Participants. (a) Any Lender Bank may, in without the ordinary course consent of its commercial banking business and in accordance with applicable lawthe Applicant, at any time the Administrative Agent or the Issuing Bank, sell participations to one or more Lenders banks or other financial institutions entities (a “ParticipantsParticipant”) participating interests in any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment all or a portion of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower Bank’s rights and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing to the other parties to it); provided that (A) such Bank’s obligations under this Agreement shall remain unchanged, (B) such Lender Bank shall remain solely responsible to the other parties hereto for the performance thereof, of such obligations and such Lender shall remain (C) the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, BorrowerApplicant, the Administrative Agent, the Issuing Bank and the other Lenders, and Agent Banks shall continue to deal solely and directly with such Lender Bank in connection with such LenderBank’s rights and obligations under this Agreement. HoweverAny agreement or instrument pursuant to which a Bank sells such a participation shall provide that such Bank shall retain the sole right to enforce this Agreement and to approve any amendment, any Participant that is an affiliate modification or waiver of any Lender shall have the right to deal directly with any other Lender and Borrower with respect to any matter that is the subject provision of this Agreement; provided that such agreement or instrument may provide that such Bank will not, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which without the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any LenderParticipant, and such rights do not apply agree to any Participants amendment, modification or waiver described in Section 8.9(i) that are not affiliates affects such Participant. Subject to paragraph (c)(ii) of any Lender. Borrower this Section, the Applicant agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed entitled to have the right benefits of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation Sections 8.1 and 9.15 to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the amount extent permitted by law, each Participant also shall be entitled to the benefits of its participating interests Section 8.2 as though it were owing directly a Bank, provided such Participant agrees to be subject to Section 2.5(b) as though it as were a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C.Bank.
Appears in 3 contracts
Samples: Reimbursement Agreement (South Jersey Industries Inc), Reimbursement Agreement (South Jersey Industries Inc), Reimbursement Agreement (South Jersey Industries Inc)
Participants. (a) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, may at any time time, without the consent of, or notice to, Borrower or Administrative Agent, sell participations to one any Person (other than a natural Person, or more Lenders a holding company, investment vehicle or other financial institutions trust for, or owned and operated for the primary benefit of, a natural Person, or Borrower or any of Borrower’s Affiliates or Subsidiaries) (each, a “ParticipantsParticipant”) participating interests in any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment all or a portion of such Lender, ’s rights and/or obligations under this Agreement (including all or any other interest a portion of such Lender hereunderits Commitment and/or the Loans owing to it); provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (ci) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance thereofof such obligations, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, (iii) Borrower, Administrative Agent, the other Lenders, L/C Issuers and Agent Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. HoweverFor the avoidance of doubt, any Participant that is an affiliate of any each Lender shall have be responsible for the right to deal directly with any other Lender and Borrower indemnity under Section 9.6 with respect to any matter payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that is such Lender shall retain the subject sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which without the consent of the Participant, agree to any one amendment, modification or more Lenders is required. The rights set forth waiver described in the immediately preceding sentence shall apply only to Participants proviso of Section 11.11 that are affiliates of any Lender, and affects such rights do not apply to any Participants that are not affiliates of any LenderParticipant. Borrower Xxxxxxxx agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed entitled to have the right benefits of set-off provided Sections 3.1 through 3.4 and 3.6 (subject to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation the requirements and limitations therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant Section 11.10; provided that such Participant (A) agrees to be subject to the amount provisions of Section 2.15 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, with respect to any participation, than its participating interests Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at Xxxxxxxx’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.14 as though it were owing directly a Lender; provided that such Participant agrees to be subject to Section 11.5 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Xxxxxxxx, 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 the Loan Documents (the “Participant Register”); provided that no Lender under this Agreement, shall have any Note obligation to disclose all or any Facility L/C portion of the Participant Register (including the identity of any Participant or participation any information relating to a Participant’s interest in any Facility L/C.commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 3 contracts
Samples: Credit Agreement (Alvarium Tiedemann Holdings, Inc.), Credit Agreement (AlTi Global, Inc.), Credit Agreement (AlTi Global, Inc.)
Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Lender may, in the ordinary course of its commercial banking business Loans made and in accordance with applicable law, Reimbursement Obligations and/or Commitments held by such Lender at any time sell and from time to time to one or more Lenders or other financial institutions (“Participants”) participating interests in Persons; provided that no such participation shall relieve any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 12.11, and the immediately following sentenceAdministrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, Borrowerwithout limitation, the other Lendersright to approve any amendment, and Agent shall continue to deal solely and directly with modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender in connection with such Lender’s rights and obligations under this Agreement. Howeverwill not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any Participant that is an affiliate fixed date for payment of any Lender Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the right to deal directly with any other Lender and Borrower with respect to any matter that is the subject benefits of this AgreementSection 1.11, Section 10.3, and Lenders Section 12.1 hereof (subject to the requirements and Borrower agree to deal directly with such affiliate Participant(s); providedlimitations therein, however, including the requirements under Section 12.1(g) (it being understood that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding documentation required under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant Section 12.1(g) shall be deemed delivered to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such participant (A) agrees to be subject to the amount provisions of Section 12.1(g) as if it were an assignee under Section 12.12(a); and (B) shall not be entitled to receive any greater payment under Sections 10.3 or 12.1, with respect to any participation, than its participating interests were owing directly Lender would have been entitled to it as receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participation. The Borrower and each Guarantor authorizes each Lender to disclose to any participant or prospective participant under this AgreementSection 12.11 any financial or other information pertaining to each Guarantor, any Note the Borrower or any Facility L/C Subsidiary, provided that such participant or participation in any Facility L/C.prospective participant shall be subject to the provisions of Section 12.25.
Appears in 3 contracts
Samples: Credit Agreement (Investors Real Estate Trust), Credit Agreement (Investors Real Estate Trust), Credit Agreement (Investors Real Estate Trust)
Participants. Each Bank shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Lender may, in the ordinary course of its commercial banking business Loans made and in accordance with applicable law, Reimbursement Obligations and/or Commitments held by such Bank at any time sell and from time to time, to one or more Lenders or other banks, insurance companies, commercial lenders and other financial institutions (“Participants”) participating interests institutions; provided that no such participation shall relieve any Bank of any of its obligations under this Agreement, and provided further that no such assignee or participant shall have any rights under this Agreement except as provided in any Revolving Credit Loan owing this Section 13.11, and the Agent shall have no obligation or responsibility to such Lender, participant. Any party to which such a participation has been granted shall have the benefits of Section 2.4 and Section 10.3 hereof but shall not be entitled to receive any Note held by greater payment under either such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C Section than the Bank granting such participation would have been entitled to receive with respect to the rights transferred. Any agreement pursuant to which any Bank may grant such Lendera participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder including, without limitation, the right to approve any amendment or modification or waiver of any provision of the Loan Documents; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of the Loan Documents that would (A) increase any Commitment of such LenderBank if such increase would also increase the participant’s obligations, (B) forgive any amount of or any other interest of such Lender hereunder; provided, however, that upon postpone the sale date for payment of any participating principal of or interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve on any amendments, waivers or other modifications of this Agreement Loan or of any document contemplated by this Agreement, fee payable hereunder in which such participant has an interest or (C) reduce the stated rate at which interest or fees accrue or other amounts payable hereunder in which such participant has an interest. The Borrower and no participation agreement shall provide each Guarantor authorizes each Bank to disclose to any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations participant or prospective participant under this Agreement Section 13.11 any financial or other information pertaining to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, the other Lenders, and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. However, any Participant that is an affiliate of any Lender shall have the right to deal directly with any other Lender and Borrower with respect to any matter that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation Guarantor, subject to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C.Section 13.20 hereof.
Appears in 2 contracts
Samples: Credit Agreement (Federal Signal Corp /De/), Credit Agreement (Federal Signal Corp /De/)
Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, Loans made and/or Commitments held by such Lender at any time sell and from time to time to one or more Lenders or other financial institutions (“Participants”) participating interests in Persons; provided that no such participation shall relieve any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in the immediately following sentence, Borrower, the other Lendersthis Section, and the Administrative Agent shall continue have no obligation or responsibility to deal solely such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and directly with responsibility to approve any amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender in connection with such Lender’s rights and obligations under this Agreement. Howeverwill not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any Participant that is an affiliate fixed date for payment of any Lender Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the right benefits of Section 1.12, Section 10.3 and Section 13.1 (subject to deal directly with any other Lender the obligations and Borrower with respect to any matter that is the subject limitations of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders Sections (and not the compliance of such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any participant therewith as if it were a Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation ) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.12) (it being understood that the amount of its participating interests were owing directly documentation required under Section 13.1(e) shall be delivered to it the Lender who sells the participation). Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender under this Agreement, shall have any Note obligation to disclose all or any Facility L/C portion of the Participant Register (including the identity of any participant or participation any information relating to a participant’s interest in any Facility L/C.commitments, loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Samples: Credit Agreement (J M SMUCKER Co), Credit Agreement (J M SMUCKER Co)
Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Lender may, in the ordinary course of its commercial banking business Loans made and participations in accordance with applicable law, L/C Obligations and Swing Loans and/or Commitments held by such Lender at any time sell and from time to time to one or more Lenders other Persons (other than a natural Person, or other financial institutions (“Participants”) participating interests in any Revolving Credit Loan owing to such a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Defaulting Lender, the Borrower or any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lenderthe Borrower’s Affiliates or Subsidiaries, or a Disqualified Institutions (but only to the extent that the list of Disqualified Institutions has been made available to all Lenders), a “Participant”); provided that no such participation shall relieve any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, provided, further, that no such participant shall have any rights under this Agreement except as provided in this Section 13.11, and the immediately following sentence, Borrower, Administrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to exercise rights under this Agreement and the other Lenders, Loan Documents and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and enforce the obligations of the Borrower under this Agreement. HoweverAgreement and the other Loan Documents including, any Participant that is an affiliate of any Lender shall have without limitation, the right to deal directly with approve any other amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender and Borrower with respect will not agree to any matter modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest which requires the consent of each affected Lender pursuant to clause (i) or (ii) of the first proviso of Section 13.13(a) (subject to the other provisions of Section 13.13 including clause (b) thereof). Subject to Section 13.25 hereof, the Borrower authorizes each Lender to disclose to any participant or prospective participant (which, for the avoidance of doubt, shall exclude any Disqualified Institution (but only to the extent that the list of Disqualified Institutions has been made available to all Lenders)) under this Section 13.11 any financial or other information pertaining to Holdings, any of its Restricted Subsidiaries or Unrestricted Subsidiaries. Any party which has been granted a participation shall be entitled to the benefits of Section 1.12, Section 10.3 and Section 13.4 hereof only to the extent of the benefits accruing to the Lender granting the participation if such participant is not an Affiliate or Related Fund of a Lender. Each Participant shall be entitled to the subject benefits of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s)Section 13.1 hereof as if it were a Lender; provided, however, for the avoidance of doubt, the Borrower shall not, at any time, be obligated to pay additional amounts pursuant to Section 13.1(a) with respect to any withholding tax that each Lender needs is imposed on amounts payable to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which Participant at the consent of any one or more Lenders is required. The rights set forth time it acquires a participation in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement Loans or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender Commitments made under this Agreement, except to the extent that such Participant is the Participant of a Lender who was entitled to receive such additional amounts from the Borrower. Each Lender that sells a participation shall maintain a register on which it records the name and address of each participant and the principal amounts of each participant’s participating interest with respect to the Loans, Commitments or other interests hereunder, which entries shall be conclusive absent manifest error. In the event a participation is granted to a Person who does not satisfy the eligibility requirements of this Section 13.11, the Borrower shall be entitled to pursue any Note remedy available to it (whether at law or any Facility L/C or in equity, including specific performance to unwind such participation) against the Lender selling the participation in any Facility L/C.and such participant.
Appears in 2 contracts
Samples: Credit Agreement (Dave & Buster's Entertainment, Inc.), Credit Agreement (Dave & Buster's Entertainment, Inc.)
Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Lender may, in the ordinary course of its commercial banking business Loans made and participations in accordance with applicable law, L/C Obligations and Swing Loans and/or Commitments held by such Lender at any time sell and from time to time to one or more Lenders other Persons (other than a natural Person, or other financial institutions (“Participants”) participating interests in any Revolving Credit Loan owing to such a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Defaulting Lender, the Borrower or any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lenderthe Borrower’s Affiliates or Subsidiaries, or a Disqualified Institutions (but only to the extent that the list of Disqualified Institutions has been made available to all Lenders), a “Participant”); provided that no such participation shall relieve any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, provided, further, that no such participant shall have any rights under this Agreement except as provided in this Section 13.11, and the immediately following sentence, Borrower, Administrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to exercise rights under this Agreement and the other Lenders, Loan Documents and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and enforce the obligations of the Borrower under this Agreement. HoweverAgreement and the other Loan Documents including, any Participant that is an affiliate of any Lender shall have without limitation, the right to deal directly with approve any other amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender and Borrower with respect will not agree to any matter modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest which requires the consent of each affected Lender pursuant to clause (i) or (ii) of the first proviso of Section 13.13(a) (subject to the other provisions of Section 13.13 including clause (b) thereof). Subject to Section 13.25 hereof, the Borrower authorizes each Lender to disclose to any participant or prospective participant (which, for the avoidance of doubt, shall exclude any Disqualified Institution (but only to the extent that the list of Disqualified Institutions has been made available to all Lenders)) under this Section 13.11 any financial or other information pertaining to Holdings, any of its Restricted Subsidiaries or Unrestricted Subsidiaries. Any party which has been granted a participation shall be entitled to the benefits of Section 1.12, Section 10.3 and Section 13.4 hereof only to the extent of the benefits accruing to the Lender granting the participation if such participant is not an Affiliate or Related Fund of a Lender. Each Participant shall be entitled to the subject benefits of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s)Section 13.1 hereof as if it were a Lender; provided, however, for the avoidance of doubt, the Borrower shall not, at any time, be obligated to pay additional amounts pursuant to Section 13.1(a) with respect to any withholding tax that each Lender needs is imposed on amounts payable to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which Participant at the consent of any one or more Lenders is required. The rights set forth time it acquires a participation in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement Loans or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender Commitments made under this Agreement, except to the extent that such Participant is the Participant of a Lender who was entitled to receive such additional amounts from the Borrower. Each Lender that sells a participation shall maintain a register on which it records the name and address of each participant and the principal amounts of each participant’s participating interest with respect to the Loans, Commitments or other interests hereunder to ensure such Loans, Commitments and other interests are in registered form under Section 5f.103-1(c), which entries shall be conclusive absent manifest error. In the event a participation is granted to a Person who does not satisfy the eligibility requirements of this Section 13.11, the Borrower shall be entitled to pursue any Note remedy available to it (whether at law or any Facility L/C or in equity, including specific performance to unwind such participation) against the Lender selling the participation in any Facility L/C.and such participant.
Appears in 2 contracts
Samples: Credit Agreement (Dave & Buster's Entertainment, Inc.), Credit Agreement (Dave & Buster's Entertainment, Inc.)
Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Lender may, in the ordinary course of its commercial banking business Loans made and in accordance with applicable law, Reimbursement Obligations and/or Commitments held by such Lender at any time sell and from time to time to one or more Lenders or other financial institutions Persons (“Participants”) participating interests in other than the Parent, the Borrower and their Subsidiaries); provided that no such participation shall relieve any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 13.12, and the immediately following sentence, Borrower, Administrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrowers under this Agreement and the other LendersLoan Documents including the right to approve any amendment, and Agent shall continue to deal solely and directly with modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender in connection with such Lender’s rights and obligations under this Agreement. Howeverwill not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any Participant that is an affiliate fixed date for payment of any Lender Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the right to deal directly with any other Lender benefits of Section 1.12 and Borrower with respect to any matter that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders Section 10.3 hereof (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation but to the same extent as if the amount of Lender from which it purchases its participating interests were owing directly participation is entitled to it such benefits). Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, 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 the Loan Documents (the “Participant Register”); provided that no Lender under this Agreement, shall have any Note obligation to disclose all or any Facility L/C portion of the Participant Register (including the identity of any participant or participation any information relating to a participant's interest in any Facility L/C.Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Samples: Credit Agreement (Boulder Brands, Inc.), Credit Agreement (Boulder Brands, Inc.)
Participants. Each Bank shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Lender may, in the ordinary course Loans made, Commitments held and/or participations in Letters of its commercial banking business and in accordance with applicable lawCredit, by such Bank at any time sell and from time to one time; PROVIDED THAT (i) no such participation shall relieve any Bank of any of its obligations under this Agreement, (ii) no such participant shall have any rights under this Agreement except as provided in this Section 11.11, and (iii) the Agent shall have no obligation or more Lenders or other financial institutions (“Participants”) participating interests in any Revolving Credit Loan owing responsibility to such Lenderparticipant or assignee. Any party to which such a participation has been granted shall have the benefits of Section 2.12 and Section 9.3, but shall not be entitled to receive any Note held by greater payment under either such LenderSection than the Bank granting such participation would have been entitled to receive in connection with the rights transferred. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder, including, without limitation, the right to approve any interest amendment, modification or waiver of any provision of this Agreement; PROVIDED that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement that would (including any Reimbursement ObligationA) in any Facility L/C with respect to such Lender, increase any Commitment of such LenderBank if such increase would also increase the participant's obligations, (B) forgive any amount of or any other interest of such Lender hereunder; provided, however, that upon postpone the sale date for payment of any participating principal of or interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve on any amendments, waivers or other modifications of this Agreement Loan or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, the other Lenders, and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. However, any Participant that is an affiliate of any Lender shall have the right to deal directly with any other Lender and Borrower with respect to any matter that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters fee payable hereunder in which such participant has an interest or (C) reduce the consent of any one stated rate at which interest or more Lenders is required. The rights set forth fees in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and which such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or participant has an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C.accrue hereunder.
Appears in 2 contracts
Samples: Credit Agreement (Transport Corporation of America Inc), Credit Agreement (Transport Corporation of America Inc)
Participants. (a) Any In addition to the other rights provided in this Section 14.2 each Lender may, in without notice to or consent from the ordinary course of its commercial banking business and in accordance with applicable lawAgent or Borrower, at any time sell participations to one or more Lenders Persons in or other financial institutions (“Participants”) participating interests in any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment all or a portion of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, the other Lenders, and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s its rights and obligations under this Agreement. However, any Participant that is an affiliate of any Lender shall have the right to deal directly with any other Lender Loan Documents (including all its rights and Borrower obligations with respect to any matter that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(sAdvances); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s))that, in those matters in which the consent whether as a result of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates term of any LenderLoan Document or of such participation, and (i) no such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaidparticipant shall have a commitment, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have made an offer to commit, to make Advances hereunder, and none shall be liable for any obligation of such Lender hereunder and such Lender shall remain liable for the making of all Advances hereunder, (ii) such Lender’s rights and obligations, and the rights and obligations of the Loan Parties and the Secured Parties towards such Lender, under any Loan Document shall remain unchanged and each other party hereto shall continue to deal solely with such Lender, which shall remain the holder of the Obligations in the Register, except that each such participant shall be entitled to the benefit of Section 16, but, with respect to Section 16.1, only to the extent such participant delivers the Tax forms required pursuant to Section 16.1(f) (it being understood that the documentation required thereunder shall be delivered to the participating Lender) and then only to the extent of any amount to which such Lender would be entitled in the absence of any such participation, provided, however, that in no case shall a participant have the right to enforce any of set-off provided the terms of any Loan Document, (iii) each such participant shall be subject to Lenders in this Agreement the provisions of Section 14.3 and Section 16.1(e) as if it were an assignee under Section 14.2(b) and (iv) the consent of such participant shall not be required (either directly, as a restraint on such Lender’s ability to consent hereunder or otherwise) for any amendments, waivers or consents with respect to any Loan Document or to exercise or refrain from exercising any powers or rights such Lender may have under or in respect of its participating the Loan Documents (including the right to enforce or direct enforcement of the Obligations), except that the agreement pursuant to which the Lender sells such participation may provide that such Lender will not, without the consent of such participant, agree to any amendments, waivers or consents described in clauses (ii) and (iii) of Section 15.1 (with respect to amounts, or dates fixed for payment of amounts, to which such participant would otherwise be entitled) or those described in clause (vii) of Section 15.1(a). Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in amounts owing the Advances or other obligations under the Loan Documents (the “Participant Register”); provided, that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any such Advance, Subsequent Advance Commitment or obligations under any Loan Document) to any Person other than the Agent except to the extent that such disclosure is necessary to establish that such Advance or obligation is in registered form under Section 5f.l03-l(c) of the United States Treasury Regulations. 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 or notwithstanding any Note or Reimbursement Obligation notice to the same extent contrary. For the avoidance of doubt, the Agent (in its capacity as if the amount Agent) shall have no responsibility for maintaining a Participant Register. Notwithstanding anything else to the contrary provided herein, no Lender shall be permitted to sell participations with respect to Advances to a Disqualified Person. Each Lender shall be entitled to rely conclusively on a representation of its participating interests were owing directly to it as the participant in the applicable participation agreement that such participant is not a Disqualified Person, provided, that such reliance by such Lender is in good faith and reasonable under this Agreement, any Note or any Facility L/C or participation in any Facility L/C.the circumstances existing at the time of such participation.
Appears in 2 contracts
Samples: Credit and Security Agreement (SAExploration Holdings, Inc.), Credit and Security Agreement (SAExploration Holdings, Inc.)
Participants. Each Bank shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Lender may, in the ordinary course of its commercial banking business Loans made and in accordance with applicable law, Reimbursement Obligations and/or Commitments held by such Bank at any time sell and from time to time to one or more Lenders or other financial institutions Persons (each a “ParticipantsParticipant”) participating interests in ); provided that no such participation shall relieve any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale Bank of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section, and the immediately following sentence, Borrower, Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide (a) that the granting Bank shall retain the sole right and responsibility to enforce the obligations of the Company under this Agreement and the other LendersLoan Documents including, and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Howeverwithout limitation, any Participant that is an affiliate of any Lender shall have the right to deal directly with approve any other Lender and Borrower with respect amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Bank will not agree to any matter modification, amendment or waiver of the Loan Documents that is would reduce the subject amount of or postpone any fixed date for payment of any indebtedness, obligation or liability in which such participant has an interest and (b) that the participant agrees to be bound by Section 11.18 of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if it were a Bank. Any party to which such a participation has been granted shall have the amount benefits of its participating interests were owing directly Section 9.3 and Section 9.4 hereof. The Company authorizes each Bank to it as a Lender disclose to any participant or prospective participant under this AgreementSection, if such person has agreed in writing to be bound by Section 11.18 below to the same extent as if it were a Bank, any Note financial or other information pertaining to the Company or any Facility L/C Subsidiary. Each Bank that sells a participation shall acting solely for this purpose as an 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 participation other obligations under the Loan Documents (the “Participant Register”); provided that no Bank shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Facility L/C.commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 2 contracts
Samples: Credit Agreement (Sanderson Farms Inc), Credit Agreement (Sanderson Farms Inc)
Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Lender may, in the ordinary course of its commercial banking business Loans made and in accordance with applicable law, Reimbursement Obligations and/or Commitments held by such Lender at any time sell and from time to time to one or more Lenders or other financial institutions (“Participants”) participating interests in Persons; provided that no such participation shall relieve any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, provided further that no such participant shall have any rights under this Agreement except as provided in this Section, and the immediately following sentence, Borrower, Administrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other LendersLoan Documents, and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Howeverincluding, any Participant that is an affiliate of any Lender shall have without limitation, the right to deal directly with approve any other amendment, modification, or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender and Borrower will not agree to any modification, amendment, or waiver of the Loan Documents with respect to any matter that is items in Sections 13.14(i) and 13.14(ii). Any party to which such a participation has been granted shall have the subject benefits of this AgreementSection 1.13, Section 10.3, and Lenders and Section 13.16 hereof, provided that the Borrower agree shall not be obligated to deal directly with pay any amount in excess of the amount it would have been liable for had such affiliate Participant(s); provided, however, that participation not been made. The Borrower authorizes each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply disclose to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding participant or prospective participant under this Agreement Section any financial or other information pertaining to the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement Borrower or any Note Subsidiary, provided such participant or Reimbursement Obligation prospective participant agrees to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C.abide by Section 13.13 hereof.
Appears in 2 contracts
Samples: Credit Agreement (Lamson & Sessions Co), Credit Agreement (Lamson & Sessions Co)
Participants. (a) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, may at any time time, without the consent of, or notice to, the Borrowers, the Issuing Banks, the Swingline Lender, the Administrative Agent or the Sustainability Structuring Agents, sell participations to one any Person (other than a natural Person (or more Lenders holding company, investment vehicle or other financial institutions trust for, or owned and operated for the primary benefit of, a natural person) or the Borrowers or any of the Borrowers’ Affiliates or Subsidiaries) (each, a “ParticipantsParticipant”) participating interests in any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment all or a portion of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s 's rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to the other parties to it); provided that (i) such Lender's obligations under this Agreement shall remain unchangedunchanged and such Lender shall not be relieved of its obligations under the Credit Documents as a result of such participation, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance thereofof such obligations, and (iii) such Lender shall remain the holder of any such Note for all purposes under of this Agreement, and, except as provided in and (iv) the immediately following sentence, BorrowerBorrowers, the Administrative Agent, the Issuing Banks and the other Lenders, and Agent Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s Xxxxxx's rights and obligations under this Agreement. HoweverFor the avoidance of doubt, any Participant that is an affiliate of any each Lender shall have be responsible for the right to deal directly with any other Lender and Borrower indemnity under Section 10.26.3 with respect to any matter payments made by such Lender to its Participants. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that is such Lender shall retain the subject sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which without the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any LenderParticipant, and such rights do not apply agree to any Participants amendment, waiver or other modification described in Section 10.3.2 and Section 10.3.3 that are not affiliates of any Lenderaffects such Participant. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C.104
Appears in 2 contracts
Samples: Credit Agreement (Protective Life Insurance Co), Credit Agreement (Protective Life Insurance Co)
Participants. Each Bank shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Lender may, in the ordinary course of its commercial banking business Loans made, and/or Revolving Credit Commitment and participations in accordance with applicable lawL/Cs, Bond L/Cs, Bond Reimbursement Obligations and Reimbursement Obligations held, by such Bank at any time sell and from time to time, and to assign its rights under such Loans, participations in L/Cs, Bond L/Cs, Bond Reimbursement Obligations and Reimbursement Obligations or the Notes evidencing such Loans to one or more Lenders other Persons; provided that no such participation shall relieve any Bank of any of its obligations under this Agreement, and any agreement pursuant to which such participation or other financial institutions assignment of a Note or the rights thereunder is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Company under the Loan Documents, including, without limitation, the right to approve any amendment, modification or waiver of any provision thereof, except that such agreement may provide that such Bank will not agree without the consent of such participant or assignee to any modification, amendment or waiver of this Agreement that would (“Participants”A) participating interests in increase any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest (B) reduce the amount of such Lender hereunder; provided, however, that upon or postpone the sale date for payment of any participating principal of or interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided furtheron any Loan, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers Bond Reimbursement Obligation or other modifications of this Agreement Reimbursement Obligation or of any document contemplated by this Agreementfee payable hereunder in which such participant or assignee has an interest or (C) reduce the interest rate applicable to any Loan or other amount payable in which such participant or assignee has an interest or (D) release any collateral security for or guarantor for any of the Company’s indebtedness, obligations and liabilities under the Loan Documents, and provided further that no participation agreement such assignee or participant shall provide have any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations rights under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, the other Lendersthis Section 11.15, and the Agent shall continue have no obligation or responsibility to deal solely and directly with such Lender in connection with participant or assignee, except that nothing herein provided is intended to affect the rights of an assignee of a Note to enforce the Note assigned. Any party to which such Lender’s rights and obligations under this Agreement. However, any Participant that is an affiliate of any Lender a participation or assignment has been granted shall have the right benefits of Section 1.10, Section 9.3 and Section 9.4 hereof but shall not be entitled to deal directly with receive any other Lender and Borrower greater payment under any such Section than the Bank granting such participation or assignment would have been entitled to receive with respect to any matter that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C.transferred.
Appears in 1 contract
Participants. Each Bank shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Lender may, in the ordinary course of its commercial banking business Loans made and in accordance with applicable law, Reimbursement Obligations and/or Commitments held by such Bank at any time sell and from time to time to one or more Lenders or other financial institutions Persons (each a “ParticipantsParticipant”) participating interests in ); provided that no such participation shall relieve any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale Bank of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section, and the immediately following sentence, Borrower, Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide (a) that the granting Bank shall retain the sole right and responsibility to enforce the obligations of the Company under this Agreement and the other LendersLoan Documents including, and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Howeverwithout limitation, any Participant that is an affiliate of any Lender shall have the right to deal directly with approve any other Lender and Borrower with respect amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Bank will not agree to any matter modification, amendment or waiver of the Loan Documents that is would reduce the subject amount of or postpone any fixed date for payment of any indebtedness, obligation or liability in which such participant has an interest, and (b) that the participant agrees to be bound by Section 11.18 of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if it were a Bank. Any party to which such a participation has been granted shall have the amount benefits of its participating interests were owing directly Section 9.3 and Section 9.4 hereof. The Company authorizes each Bank to it as a Lender disclose to any participant or prospective participant under this AgreementSection, if such person has agreed in writing to be bound by Section 11.18 below to the same extent as if it were a Bank, any Note financial or other information pertaining to the Company or any Facility L/C Subsidiary. Each Bank that sells a participation shall acting solely for this purpose as an 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 participation other obligations under the Loan Documents (the “Participant Register”); provided that no Bank shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Facility L/C.commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 1 contract
Participants. (a) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more Lenders or other financial institutions (“Participants”) participating interests in any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, the other Lenders, and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. However, any Participant that is an affiliate of any Each Lender shall have the right at its own cost to deal directly with any other Lender and Borrower with respect grant participations (to any matter that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any be evidenced by one or more Lenders is required. The rights set forth agreements or certificates of participation) in the immediately preceding sentence shall apply only Loans made by such Lender and credit risks in Letters of Credit held by such Lender at any time and from time to Participants time to one or more other Persons, provided that are affiliates of any Lender, and no such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or participant shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing any rights under this Agreement or any other Loan Document (the participant's rights against the Lender granting its participation to be those set forth in the participation agreement between the participant and such Lender); provided, further, that no Lender shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Loan Document except to the extent such amendment or waiver would extend a scheduled maturity of any Loan, Note or Reimbursement Obligation to Letter of Credit (unless such Letter of Credit is not extended beyond the same extent as if Termination Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of its participating interests were owing directly to the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory prepayment shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof). Each such Lender under this Agreementselling a participation shall be entitled to the benefits of Sections 2.1(c)(iv), any Note or any Facility L/C or 3, 4.8 and 4.9 hereof to the extent such Lender would have been so entitled had no such participation in any Facility L/C.been sold.
Appears in 1 contract
Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Lender may, in the ordinary course of its commercial banking business Loans made and in accordance with applicable law, Reimbursement Obligations and/or Commitments held by such Lender at any time sell and from time to time to one or more Lenders other Persons; provided that no such participation shall relieve any Lender of any of its obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section, and the Agent shall have no obligation or other financial institutions (“Participants”) participating interests in any Revolving Credit Loan owing responsibility to such Lenderparticipant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any Note held by amendment, modification or waiver of any provision of the Loan Documents, except that such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of agreement may provide that such Lender hereunderwill not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 8.1 and Section 8.4 hereof; provided, however, that upon Borrower shall pay no amounts under such sections in excess of the sale of amounts Borrower would have paid absent such participation. The Borrower authorizes each Lender to disclose to any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve participant or prospective participant under this Section any amendments, waivers financial or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement information pertaining to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of Borrower or any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, the other Lenders, and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. However, any Participant that is an affiliate of any Lender shall have the right to deal directly with any other Lender and Borrower with respect to any matter that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s)Subsidiary; provided, however, that such participant or prospective participant agrees in writing to be bound by Section 10.24 hereof. Each Lender that grants any participation hereunder shall cause each of its participants that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) to comply with those Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights requirements set forth in Section 10.1(b) hereof. Any Lender that grants a participation pursuant to this Section shall promptly provide the immediately preceding sentence shall apply only Borrower written notice of such participation, including the party to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or whom the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C.is granted.
Appears in 1 contract
Samples: Credit Agreement (American Pharmaceutical Partners Inc /De/)
Participants. (a) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more Lenders or other financial institutions (“Participants”) participating interests in any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, the other Lenders, and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. However, any Participant that is an affiliate of any Each Lender shall have the right at its own cost to deal directly with grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement Obligations and/or Revolving Credit Commitment and/or participations in Swing Loans held by such Lender at any time and from time to time to one or more other banks, insurance companies, commercial lenders and other financial institutions; provided that no such participation shall relieve any Lender and Borrower with respect to of any matter that is the subject of its obligations under this Agreement, and Lenders and Borrower agree to deal directly with provided further that no such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of participant shall have any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or except as provided in this Section 14.11, and the Notes are due and unpaid, or Administrative Agent shall have no obligation or responsibility to such participant. Any party to which such a participation has been declared or granted shall have become due the benefits of Section 3.6 and payable upon Section 11.3 hereof but shall not be entitled to receive any greater payment under either such Section than the occurrence Lender granting such participation would have been entitled to receive with respect to the rights transferred. Any agreement pursuant to which any Lender may grant such a participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of a Default or an Event of Defaultthe Borrower hereunder including, each Participant shall be deemed to have without limitation, the right to approve any amendment or modification or waiver of set-off any provision of this Agreement; provided that such participation agreement may provide that such Lender will not agree to Lenders in any modification, amendment or waiver of this Agreement in respect that would (A) increase the Revolving Credit Commitment of its participating such Lender if such increase would also increase the participant’s obligations, (B) forgive any amount of or postpone the date for payment of any principal of or interest in amounts owing under this Agreement or on any Note Loan or Reimbursement Obligation or of any fee payable hereunder in which such participant has an interest or (C) reduce the stated rate at which interest or fees accrue or other amounts payable hereunder in which such participant has an interest. The Borrower authorizes each Lender to disclose to any participant or prospective participant under this Section 14.11 any financial or other information pertaining to the same extent as if the amount of its participating interests were owing directly Borrower, subject to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C.Section 14.21 hereof.
Appears in 1 contract
Samples: Multicurrency Credit Agreement (Gallagher Arthur J & Co)
Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Lender may, in the ordinary course of its commercial banking business Loans made and in accordance with applicable law, Reimbursement Obligations and/or Commitments held by such Lender at any time sell and from time to time to one or more Lenders Eligible Assignees, subject to the consent of the Borrower (such consent not to be unreasonably withheld or other financial institutions delayed) unless (“Participants”x) participating interests in any Revolving Credit Loan owing an Event of Default has occurred and is continuing at the time of such participation or (y) such participation is to such a Lender, an Affiliate of a Lender or an Approved Fund; provided that no such participation shall relieve any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section, and the immediately following sentenceAdministrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, Borrowerwithout limitation, the other Lendersright to approve any amendment, and Agent shall continue to deal solely and directly with modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 1.11 and Section 10.3 hereof. The Borrower authorizes each Lender to disclose to any participant or prospective participant under this Section any financial or other information pertaining to the Borrower or any Subsidiary thereof, provided that such participant or prospective participant shall have agreed in writing prior to its receipt of such information to maintain all such information confidential and not to disclose such information to any other Person except any such information (a) that has become generally available to the public, (b) if required or appropriate in any report, statement or testimony submitted to any regulatory body having or claiming to have jurisdiction over such Lender, (c) if required or appropriate in response to any summons or subpoena or in connection with any litigation or (d) in order to comply with any law, order, regulation or ruling applicable to such Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s rights and interest in the Loans or other obligations under this Agreement. However, any the Loan Documents (the “Participant Register”); provided that is an affiliate of any no Lender shall have any obligation to disclose all or any portion of the right Participant Register (including the identity of any participant or any information relating to deal directly with a participant’s interest in any Commitments, Loans, Letters of Credit or its other Lender and Borrower with respect obligations under any Loan Document) to any matter Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is requiredUnited States Treasury Regulations. The rights set forth entries in the immediately preceding sentence Participant Register shall apply only to Participants that are affiliates of any Lenderbe conclusive absent manifest error, and such rights do not apply to any Participants that are not affiliates Lender shall treat each Person whose name is recorded in the Participant Register as the owner of any Lender. Borrower agrees that if amounts outstanding under such participation for all purposes of this Agreement or notwithstanding any notice to the Notes are due and unpaidcontrary. For the avoidance of doubt, or the Administrative Agent (in its capacity as Administrative Agent) shall have been declared or shall have become due and payable upon the occurrence of no responsibility for maintaining a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C.Register.
Appears in 1 contract
Samples: Credit Agreement (Penford Corp)
Participants. (a) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more Lenders or other financial institutions (“Participants”) participating interests in any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, the other Lenders, and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. However, any Participant that is an affiliate of any Each Lender shall have the right at its own cost to deal directly with grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement Obligations and/or Revolving Credit Commitments held by such Lender at any time and from time to time to one or more other Persons; provided that (a) no such participation shall relieve any Lender and Borrower with respect to of any matter that is the subject of its obligations under this Agreement, and Lenders and Borrower agree to deal directly with (b) no such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of participant shall have any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or except as provided in this Section 13.11, and (c) the Notes are due and unpaid, or Administrative Agent shall have been declared no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall have become due provide that the granting Lender shall retain the sole right and payable upon responsibility to enforce the occurrence obligations of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any Note provision of the Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or Reimbursement waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 1.12, Section 10.3 and Section 13.1 hereof (subject to the obligations and limitations of such Sections (and the compliance of such participant therewith as if it were a Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.12 hereof) (it being understood that the amount of its participating interests were owing directly documentation required under Section 13.1(e) hereof shall be delivered to it the Lender who sells the participation). Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, 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 the Loan Documents (the “Participant Register”); provided that no Lender under this Agreement, shall have any Note obligation to disclose all or any Facility L/C portion of the Participant Register (including the identity of any participant or participation any information relating to a participant’s interest in any Facility L/C.commitments, loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. Notwithstanding anything to the contrary in this Section 13.11, no such participation shall be made to any Borrower or any of their Affiliates or Subsidiaries, a natural person, or a Defaulting Lender or a Person that would be a Defaulting Lender if it were a Lender.
Appears in 1 contract
Participants. (a) Any In addition to the other rights provided in this Section 9.9, each Lender maymay without notice to or consent from Agent or the Borrower, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell participations to one or more Lenders Persons (other than Holdings or other financial institutions (“Participants”any of its Subsidiaries or Affiliates) participating interests in any Revolving Credit or to all or a portion of its rights and obligations under the Loan owing to such Lender, any Note held by such Lender, any interest Documents (including any Reimbursement Obligation) in any Facility L/C all its rights and obligations with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunderthe Term Loans); provided, however, that upon the sale that, whether as a result of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice term of any Loan Document or of such sale; and provided furthergrant or participation, however, that (except as otherwise provided in subsection (c) belowi) no Participant’s consent such participant shall have a commitment, or be required deemed to approve any amendmentshave made an offer to commit, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreementmake Term Loans hereunder, and, except as provided in the immediately following sentenceapplicable option agreement, Borrowernone shall be liable for any obligation of such Lender hereunder, the other Lenders(ii) such Lender’s rights and obligations, and Agent the rights and obligations of the Credit Parties and the Secured Parties towards such Lender, under any Loan Document shall remain unchanged and each other party hereto shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. However, any Participant which shall remain the holder of the Obligations in the Register, except that is an affiliate each such participant shall be entitled to the benefits of any Lender shall have the right to deal directly with any other Lender and Borrower Article X, but, with respect to Section 10.1, only to the extent such participant delivers the tax forms such Lender is required to collect pursuant to subsection 10.1(f) and then only to the extent of any matter that is amount to which such Lender would be entitled in the subject absence of this Agreementany such grant or participation, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs in no case shall a participant have the right to deal only with other Lenders enforce any of the terms of any Loan Document, (and not such other Lenders’ affiliate Participant(s)), in those matters in which iii) the consent of such participant shall not be required (either directly, as a restraint on such Lender’s ability to consent hereunder or otherwise) for any one amendments, waivers or more Lenders consents with respect to any Loan Document or to exercise or refrain from exercising any powers or rights such Lender may have under or in respect of the Loan Documents (including the right to enforce or direct enforcement of the Obligations), except for those described in clauses (ii), (iii) and (vi) of subsection 9.1(a) with respect to amounts, or dates fixed for payment of amounts, to which such participant would otherwise be entitled. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register meeting the requirements of Section §5f.103-1(c) of the United States Treasury Regulations on which it enters in book entry form the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Term Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any participant or any information relating to a Participant’s interest in any Loans or its other obligations under any Loan Document) except to the extent that such disclosure is requirednecessary to establish that such Term Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. Unless otherwise required by the IRS, any disclosure required by the foregoing sentence shall be made by the relevant Lender directly and solely to the IRS. The rights set forth entries in the immediately preceding sentence Participant Register shall apply only to Participants that are affiliates of any Lenderbe conclusive absent manifest error, and such rights do not apply to Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of the Loan Documents notwithstanding any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation notice to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C.contrary.
Appears in 1 contract
Samples: Credit Agreement (GSE Holding, Inc.)
Participants. (a) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more Lenders or other financial institutions (“Participants”) participating interests in any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, the other Lenders, and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. However, any Participant that is an affiliate of any Each Lender shall have the right at its own cost to deal directly with grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement Obligations and/or Revolving Credit Commitment and/or participations in Swing Loans held by such Lender at any time and from time to time to one or more other banks, insurance companies, commercial lenders and other financial institutions; provided that no such participation shall relieve any Lender and Borrower with respect to of any matter that is the subject of its obligations under this Agreement, and Lenders and Borrower agree to deal directly with provided further that no such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of participant shall have any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or except as provided in this Section 14.11, and the Notes are due and unpaid, or Administrative Agent shall have no obligation or responsibility to such participant. Any party to which such a participation has been declared or granted shall have become due the benefits of Section 3.6 and payable upon Section 11.3 hereof but shall not be entitled to receive any greater payment under either such Section than the occurrence Lender granting such participation would have been entitled to receive with respect to the rights transferred. Any agreement pursuant to which any Lender may grant such a participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of a Default or an Event of Defaultthe Borrowers hereunder including, each Participant shall be deemed to have without limitation, the right to approve any amendment or modification or waiver of set-off any provision of this Agreement; provided that such participation agreement may provide that such Lender will not agree to Lenders in any modification, amendment or waiver of this Agreement in respect that would (A) increase the Revolving Credit Commitment of its participating such Lender if such increase would also increase the participant’s obligations, (B) forgive any amount of or postpone the date for payment of any principal of or interest in amounts owing under this Agreement or on any Note Loan or Reimbursement Obligation or of any fee payable hereunder in which such participant has an interest or (C) reduce the stated rate at which interest or fees accrue or other amounts payable hereunder in which such participant has an interest. The Borrowers authorize each Lender to disclose to any participant or prospective participant under this Section 14.11 any financial or other information pertaining to the same extent as if the amount of its participating interests were owing directly Borrowers, subject to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C.Section 14.21 hereof.
Appears in 1 contract
Samples: Multicurrency Credit Agreement (Gallagher Arthur J & Co)
Participants. Each Bank shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Lender may, in the ordinary course of its commercial banking business Loans made and in accordance with applicable law, Reimbursement Obligations and/or Revolving Credit Commitments held by such Bank at any time sell and from time to time to one or more Lenders or other financial institutions Persons (each a “ParticipantsParticipant”) participating interests in ); provided that no such participation shall relieve any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale Bank of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section, and the immediately following sentence, Borrower, Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide (a) that the granting Bank shall retain the sole right and responsibility to enforce the obligations of the Company under this Agreement and the other LendersLoan Documents including, and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Howeverwithout limitation, any Participant that is an affiliate of any Lender shall have the right to deal directly with approve any other Lender and Borrower with respect amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Bank will not agree to any matter modification, amendment or waiver of the Loan Documents that is would reduce the subject amount of or postpone any fixed date for payment of any indebtedness, obligation or liability in which such participant has an interest, and (b) that the participant agrees to be bound by Section 11.18 of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if it were a Bank. Any party to which such a participation has been granted shall have the amount benefits of its participating interests were owing directly Section 9.3 and Section 9.4 hereof. The Company authorizes each Bank to it as a Lender disclose to any participant or prospective participant under this AgreementSection, if such person has agreed in writing to be bound by Section 11.18 below to the same extent as if it were a Bank, any Note financial or other information pertaining to the Company or any Facility L/C Subsidiary. Each Bank that sells a participation shall acting solely for this purpose as an 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 participation other obligations under the Loan Documents (the “Participant Register”); provided that no Bank shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Facility L/C.commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 1 contract
Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, Loans made and/or Commitments held by such Lender at any time sell and from time to time to one or more Lenders or other financial institutions Persons; provided that (“Participants”a) participating interests in no such participation shall relieve any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, provided, further that(b) no such participant shall have any rights under this Agreement except as provided in this Section 13.11, and (c) the immediately following sentenceAdministrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, Borrowerwithout limitation, the other Lendersright to approve any Table of Contents amendment, and Agent shall continue to deal solely and directly with modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender in connection with such Lender’s rights and obligations under this Agreement. Howeverwill not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any Participant that is an affiliate fixed date for payment of any Lender Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the right benefits of Section 1.12, Section 10.3 and Section 13.1 (subject to deal directly with any other Lender the obligations and Borrower with respect to any matter that is the subject limitations of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders Sections (and not the compliance of such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any participant therewith as if it were a Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation ) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.12) (it being understood that the amount documentation required under Section 13.1(e) shall be delivered to the Lender who sells the participation). Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. Notwithstanding anything to the contrary in this Section 13.11, no such participation shall be made to the Borrower or any of its participating interests Affiliates or Subsidiaries, a natural person, or a Defaulting Lender or a Person that would be a Defaulting Lender if it were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C.Lender.
Appears in 1 contract
Samples: Credit Agreement (J M SMUCKER Co)
Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, Loans made and/or the Commitments held by such Lender at any time sell and from time to time to one or more Lenders or other financial institutions (“Participants”) participating interests in Persons; provided that no such participation shall relieve any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, provided further that no such participant shall have any rights under this Agreement except as provided in this Section, and Administrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the immediately following sentencegranting Lender shall retain the sole right and responsibility to enforce the obligations of Borrower under this Agreement and the other Loan Documents including the right to approve any amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Sections 3.1 and 3.2 (subject to the requirements and limitations therein, including the requirements of Section 3.1(b), it being understood that the documentation required under Section 3.1(b) shall be delivered to the participating Lender), Section 3.4 and Section 3.6. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other Lenders, and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. However, any the Loan Documents (the “Participant Register”); provided that is an affiliate of any no Lender shall have any obligation to disclose all or any portion of the right Participant Register (including the identity of any participant or any information relating to deal directly with a participant’s interest in any commitments, loans, letters of credit or its other Lender and Borrower with respect obligations under any Loan Document) to any matter Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is requiredUnited States Treasury Regulations. The rights set forth entries in the immediately preceding sentence Participant Register shall apply only to Participants that are affiliates of any Lenderbe conclusive absent manifest error, and such rights do not apply to any Participants that are not affiliates Lender shall treat each Person whose name is recorded in the Participant Register as the owner of any Lender. Borrower agrees that if amounts outstanding under such participation for all purposes of this Agreement or notwithstanding any notice to the Notes are due and unpaidcontrary. For the avoidance of doubt, or the Administrative Agent (in its capacity as Administrative Agent) shall have been declared or shall have become due and payable upon the occurrence of no responsibility for maintaining a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C.Register.
Appears in 1 contract
Samples: Credit Agreement (BIO-TECHNE Corp)
Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Lender may, in the ordinary course of its commercial banking business Loans made and in accordance with applicable law, Reimbursement Obligations and/or Revolving Credit Commitments held by such Lender at any time sell and from time to time to one or more Lenders other Persons; provided that (a) no such participation shall relieve any Lender of any of its obligations under this Agreement, (b) no such participant shall have any rights under this Agreement except as provided in this Section 13.11, and (c) the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of each Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 1.12, Section 10.3 and Section 13.1 hereof (subject to the obligations and limitations of such Sections (and the compliance of such participant therewith as if it were a Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.12 hereof) (it being understood that the documentation required under Section 13.1(e) hereof shall be delivered to the Lender who sells the participation). Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, 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 financial institutions obligations under the Loan Documents (the “ParticipantsParticipant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. Notwithstanding anything to the contrary in this Section 13.11, no such participation shall be made to any Borrower or any of their Affiliates or Subsidiaries, a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of one or more natural persons), or a Defaulting Lender or a Person that would be a Defaulting Lender if it were a Lender. Notwithstanding the preceding paragraph, any Farm Credit Lender that (i) has purchased a participation from any Lender that is a Farm Credit Lender in the minimum amount of $5,000,000.00 on or after the Closing Date, (ii) is, by written notice to the U.S. Borrower and the Administrative Agent (a “Voting Participant Notification”), designated by the selling Lender as being entitled to be accorded the rights of a voting participant hereunder (any Farm Credit Lender so designated being called a “Voting Participant”) participating interests in any Revolving Credit Loan owing and (iii) receives the prior written consent of the U.S. Borrower and the Administrative Agent to become a Voting Participant, shall 105 be entitled to vote (and the voting rights of the selling Lender shall be correspondingly reduced), on a dollar for dollar basis, as if such Voting Participant were a Lender, on any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect matter requiring or allowing a Lender to such Lender, any Commitment of such Lenderprovide or withhold its consent, or to otherwise vote on any other interest proposed action, in each case, in lieu of such Lender hereunderthe vote of the selling Lender; provided, however, that upon if such Voting Participant has at any time failed to fund any portion of its participation when required to do so and notice of such failure has been delivered by the sale selling Lender to the Administrative Agent, then until such time as all amounts of any participating interest its participation required to have been funded have been funded and notice of such funding has been delivered by the selling Lender to the Administrative Agent, such Voting Participant shall not be entitled to exercise its voting rights pursuant to the terms of this paragraph, and the voting rights of the selling Lender shall provide promptly to Borrower and Agent notice not be correspondingly reduced by the amount of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Voting Participant’s consent participation. Notwithstanding the foregoing, each Farm Credit Lender designated as a Voting Participant on Schedule 13.11 shall be required to approve any amendmentsa Voting Participant without delivery of a Voting Participant Notification and without the prior written consent of the Company and the Administrative Agent. To be effective, waivers or other modifications of this Agreement or of any document contemplated by this Agreementeach Voting Participant Notification shall, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, the other Lenders, and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. However, any Participant that is an affiliate of any Lender shall have the right to deal directly with any other Lender and Borrower with respect to any matter that is Voting Participant, (A) state the subject full name of this Agreementsuch Voting Participant, as well as all contact information required of an assignee, (B) state the dollar amount of the participation purchased, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not C) include such other Lenders’ affiliate Participant(s)), in those matters in which information as may be required by the consent Administrative Agent. The selling Lender and the Voting Participant shall notify the Administrative Agent and the U.S. Borrower within three Business Days of any one termination of, or more Lenders is required. The rights reduction or increase in the amount of, such participation and shall promptly upon request of the Administrative Agent update or confirm there has been no change in the information set forth in Schedule 13.11 or delivered in connection with any Voting Participant Notification. Each Borrower and the immediately preceding sentence Administrative Agent shall apply only be entitled to Participants that are affiliates of conclusively rely on information provided by a Lender identifying itself or its participant as a Farm Credit Lender without verification thereof and may also conclusively rely on the information set forth in Schedule 13.11 delivered in connection with any Voting Participant Notification or otherwise furnished pursuant to this paragraph and, unless and until notified thereof in writing by the selling Lender, and such rights do not apply may assume that there have been no changes in the identity of Voting Participants, the dollar amount of participations, the contact information of the participants or any other information furnished to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes Administrative Agent pursuant to this paragraph. The voting rights hereunder are due solely for the benefit of the Voting Participants and unpaid, shall not inure to any assignee or shall have been declared or shall have become due and payable upon the occurrence participant of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C.Voting Participant.
Appears in 1 contract
Samples: Credit Agreement (J M SMUCKER Co)
Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Lender may, in the ordinary course of its commercial banking business Loans made and in accordance with applicable law, Reimbursement Obligations and/or Commitments held by such Lender at any time sell and from time to time to one or more Lenders or other financial institutions Persons (“Participants”) participating interests in any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lenderother than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any other interest of the Borrower’s Affiliates or Subsidiaries); provided that no such participation shall relieve any Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 12.11, and the immediately following sentenceAdministrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, Borrowerwithout limitation, the other Lendersright to approve any amendment, and Agent shall continue to deal solely and directly with modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender in connection with such Lender’s rights and obligations under this Agreement. Howeverwill not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any Participant that is an affiliate fixed date for payment of any Lender Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the right to deal directly with any other Lender and Borrower with respect to any matter that is the subject benefits of this AgreementSection 1.11, Section 10.3, and Lenders Section 12.1 hereof (subject to the requirements and Borrower agree to deal directly with such affiliate Participant(s); providedlimitations therein, however, including the requirements under Section 12.1(g) (it being understood that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding documentation required under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant Section 12.1(g) shall be deemed delivered to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such participant (A) agrees to be subject to the amount provisions of Section 12.1(g) as if it were an assignee under Section 12.12(a); and (B) shall not be entitled to receive any greater payment under Sections 10.3 or 12.1, with respect to any participation, than its participating interests were owing directly Lender would have been entitled to it as receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participation. The Borrower and each Guarantor authorizes each Lender to disclose to any participant or prospective participant under this AgreementSection 12.11 any financial or other information pertaining to each Guarantor, any Note the Borrower or any Facility L/C Subsidiary, provided that such participant or participation in any Facility L/C.prospective participant shall be subject to the provisions of Section 12.25.
Appears in 1 contract
Samples: Credit Agreement (Centerspace)
Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, Loans made and/or Commitments held by such Lender at any time sell and from time to time to one or more Lenders or other financial institutions Persons (“Participants”) participating interests in other than natural persons); provided that no such participation shall relieve any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 13.10, and the immediately following sentenceAdministrative Agent and the Collateral Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrowers under this Agreement and the other Loan Documents including, Borrowerwithout limitation, the other Lendersright to approve any amendment, and Agent shall continue to deal solely and directly with modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in connection with which such Lenderparticipant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 1.10 and Section 10.3 hereof; provided, that any payment shall be limited to the amount that would be payable to the Lender if there were no participation. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrowers, 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 rights and interest in the Loans or other obligations under this Agreement. However, any the Loan Documents (the “Participant Register”); provided that is an affiliate of any no Lender shall have any obligation to disclose all or any portion of the right Participant Register (including the identity of any participant or any information relating to deal directly with a participant's interest in any Commitments, Loans, or its other Lender and Borrower with respect obligations under any Loan Document) to any matter Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, or other obligation is in registered form under Section 5f.103-1(c) of the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is requiredUnited States Treasury Regulations. The rights set forth entries in the immediately preceding sentence Participant Register shall apply only to Participants that are affiliates of any Lenderbe conclusive absent manifest error, and such rights do not apply to any Participants that are not affiliates Lender shall treat each Person whose name is recorded in the Participant Register as the owner of any Lender. Borrower agrees that if amounts outstanding under such participation for all purposes of this Agreement or notwithstanding any notice to the Notes are due and unpaidcontrary. For the avoidance of doubt, or the Administrative Agent (in its capacity as Administrative Agent) shall have been declared or shall have become due and payable upon the occurrence of no responsibility for maintaining a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C.Register.
Appears in 1 contract
Participants. (a) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, may at any time time, without the consent of, or notice to, the Borrowers, the Agents, the Issuing Banks or the Swing Line Lender sell participations to one any person (other than a natural person, Borrower or more Lenders any of Borrower's Affiliates or other financial institutions Subsidiaries or any Permitted Holder or a Permitted Holder's Affiliates) (“Participants”) participating interests in any Revolving Credit Loan owing to such Lendereach, any Note held by such Lender, any interest (including any Reimbursement Obligationa "Participant") in any Facility L/C with respect to such Lender, any Commitment all or a portion of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s 's rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to the other parties to it); provided that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance thereofof such obligations and (iii) Borrowers, Agents and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, the other Lenders, Lenders and Agent Issuing Banks shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement. HoweverAny 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 Loan Documents and to approve any amendment, any Participant that is an affiliate modification or waiver of any provision of the Loan Documents; provided that such agreement or instrument may provide that such Lender shall have the right to deal directly with any other Lender and Borrower with respect to any matter that is the subject of this Agreementwill not, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which without the consent of the Participant, agree to any one amendment, modification or more Lenders is required. The rights set forth waiver described in the immediately preceding sentence shall apply only first proviso to Participants Section 10.09(b) that are affiliates affects such Participant. Subject to paragraph (e) of any Lenderthis Section, and such rights do not apply to any Participants that are not affiliates of any Lender. each Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed entitled to have the right benefits of set-off provided Sections 2.08(e), 2.15, 2.16 and 2.17 (subject to Lenders in this Agreement in respect the requirements of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation those Sections) to the same extent as if the amount of its participating interests it were owing directly to it as a Lender under and had acquired its interest by assignment pursuant to paragraph (b) of this AgreementSection. To the extent permitted by law, any Note or any Facility L/C or participation in any Facility L/C.each Participant also shall be entitled to the benefits of Section 10.06 as though it were a Lender, provided such Participant agrees to be subject to Section 2.19 as though it were a Lender.
Appears in 1 contract
Samples: Credit Agreement (Samsonite Corp/Fl)
Participants. (a) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more Lenders or other financial institutions (“Participants”) participating interests in any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, the other Lenders, and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. However, any Participant that is an affiliate of any Each Lender shall have the right at its own cost to deal directly with grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and/or Commitments held by such Lender at any time and from time to time to one or more other Persons; provided that (a) no such participation shall relieve any Lender and Borrower with respect to of any matter that is the subject of its obligations under this Agreement, and Lenders and Borrower agree to deal directly with (b) no such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of participant shall have any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or except as provided in this Section 13.11, and (c) the Notes are due and unpaid, or Administrative Agent shall have been declared no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall have become due provide that the granting Lender shall retain the sole right and payable upon responsibility to enforce the occurrence obligations of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any Note provision of the Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or Reimbursement waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 1.12, Section 10.4 and Section 13.1 (subject to the obligations and limitations of such Sections (and the compliance of such participant therewith as if it were a Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.12) (it being understood that the amount documentation required under Section 13.1(e) shall be delivered to the Lender who sells the participation). Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant's interest in any commitments, loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender 80 #92469623v14 80 shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. Notwithstanding anything to the contrary in this Section 13.11, no such participation shall be made to the Borrower or any of its participating interests Affiliates or Subsidiaries, a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of one or more natural persons), or a Defaulting Lender or a Person that would be a Defaulting Lender if it were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C.Lender.
Appears in 1 contract
Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, Loans made and/or Commitments held by such Lender at any time sell and from time to time to one or more Lenders other Persons; provided that (a) no such participation shall relieve any Lender of any of its obligations under this Agreement, (b) no such participant shall have any rights under this Agreement except as provided in this Section 13.11, and (c) the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 1.12, Section 10.3 and Section 13.1 hereof (subject to the obligations and limitations of such Sections (and the compliance of such participant therewith as if it were a Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.12 hereof) (it being understood that the documentation required under Section 13.1(e) hereof shall be delivered to the Lender who sells the participation). Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other financial institutions obligations under the Loan Documents (the “ParticipantsParticipant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. Notwithstanding anything to the contrary in this Section 13.11, no such participation shall be made to the Borrower or any of their Affiliates or Subsidiaries, a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of one or more natural persons), or a Defaulting Lender or a Person that would be a Defaulting Lender if it were a Lender. Notwithstanding the preceding paragraph, following the Closing Date, any Farm Credit Lender that (i) has purchased a participation from any Lender that is a Farm Credit Lender in the minimum amount of $5,000,000.00 on or after the Closing Date, (ii) is, by written notice to the Borrower and the Administrative Agent (a “Voting Participant Notification”), designated by the selling Lender as being entitled to be accorded the rights of a voting participant hereunder (any Farm Credit Lender so designated being called a “Voting Participant”) participating interests in any Revolving Credit Loan owing and (iii) receives the prior written consent of the Borrower and the Administrative Agent to become a Voting Participant, shall be entitled to vote (and the voting rights of the selling Lender shall be correspondingly reduced), on a dollar-for-dollar basis, as if such Voting Participant were a Lender, on any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect matter requiring or allowing a Lender to such Lender, any Commitment of such Lenderprovide or withhold its consent, or to otherwise vote on any other interest proposed action, in each case, in lieu of such Lender hereunderthe vote of the selling Lender; provided, however, that upon if such Voting Participant has at any time failed to fund any portion of its participation when required to do so and notice of such failure has been delivered by the sale selling Lender to the Administrative Agent, then until such time as all amounts of any participating interest its participation required to have been funded have been funded and notice of such funding has been delivered by the selling Lender to the Administrative Agent, such Voting Participant shall not be entitled to exercise its voting rights pursuant to the terms of this paragraph, and the voting rights of the selling Lender shall provide promptly to not be correspondingly reduced by the amount of such Voting Participant’s participation. Notwithstanding the foregoing, each Farm Credit Lender designated as a Voting Participant on Schedule 13.11 shall be a Voting Participant without delivery of a Voting Participant Notification and without the prior written consent of the Borrower and Agent notice of such sale; and provided furtherthe Administrative Agent. To be effective, howevereach Voting Participant Notification shall, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, the other Lenders, and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. However, any Participant that is an affiliate of any Lender shall have the right to deal directly with any other Lender and Borrower with respect to any matter that is Voting Participant, (A) state the subject full name of this Agreementsuch Voting Participant, as well as all contact information required of an assignee, (B) state the dollar amount of the participation purchased, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not C) include such other Lenders’ affiliate Participant(s)), in those matters in which information as may be required by the consent Administrative Agent. The selling Lender and the Voting Participant shall notify the Administrative Agent and the Borrower within three Business Days of any one termination of, or more Lenders is required. The rights reduction or increase in the amount of, such participation and shall promptly upon request of the Administrative Agent update or confirm there has been no change in the information set forth in Schedule 13.11 or delivered in connection with any Voting Participant Notification. The Borrower and the immediately preceding sentence Administrative Agent shall apply only be entitled to Participants that are affiliates of conclusively rely on information provided by a Lender identifying itself or its participant as a Farm Credit Lender without verification thereof and may also conclusively rely on the information set forth in Schedule 13.11 delivered in connection with any Voting Participant Notification or otherwise furnished pursuant to this paragraph and, unless and until notified thereof in writing by the selling Lender, may assume that there have been no changes in the identity of Voting Participants, the dollar amount of participations, the contact information of the participants or any other information furnished to the Borrower or the Administrative Agent pursuant to this paragraph. The voting rights hereunder are solely for the benefit of the Voting Participants and such rights do shall not apply inure to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement assignee or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence participant of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C.Voting Participant.
Appears in 1 contract
Participants. (a) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more Lenders or other financial institutions (“Participants”) participating interests in any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, the other Lenders, and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. However, any Participant that is an affiliate of any Each Lender shall have the right at its own cost to deal directly with grant participations to Eligible Assignees (each, a “Participant”) that are not natural persons; provided that no such participation shall relieve any other Lender of any of its obligations under this Agreement or under any Facility Loan Document or Collateral Documents and, provided, further that no such Participant shall have any rights under this Agreement, any Facility Loan Document or Collateral Documents except as provided in this Section, and the Administrative Agent and Borrower with respect shall have no obligation or responsibility to such Participant. Any agreement pursuant to which such participation is granted shall provide that the Lender granting such participation shall retain the sole right and responsibility to enforce the obligations of Borrower under this Agreement, the Facility Loan Documents and Collateral Documents including, without limitation, the right to approve any matter that is the subject amendment, modification or waiver of any provision of this Agreement, Facility Loan Documents and Lenders and Borrower Collateral Documents, except that such agreement may provide that such Lender will not agree to deal directly with such affiliate Participant(s); providedany modification, howeveramendment or waiver of this Agreement, the Facility Loan Documents or Collateral Documents that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters would reduce the amount of or postpone any fixed date for payment of any Program Debt in which such participant has an interest. Any Participant to which such a participation has been granted in accordance with the consent of any one or more Lenders is required. The rights terms hereof shall have the benefits comparable to the funding indemnity and increased costs provisions set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any LenderSections 2.3.6, 2.3.7, and such rights do not apply to any Participants that are not affiliates 2.3.8 of any Lender. Borrower agrees that if amounts outstanding under this the Facility Loan Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation form attached hereto as Exhibit B) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 4.2 hereof; provided that such Participant shall not be entitled to receive any greater payment under the amount indemnification of each Facility Loan Document (which indemnification provisions are comparable to Sections 2.3.6, 2.3.7, and 2.3.8 of the Facility Loan Agreement form attached hereto as Exhibit B), with respect to any participation, than its participating interests were owing directly Lender would have been entitled to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C.receive.
Appears in 1 contract
Participants. Each Bank shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Lender may, in the ordinary course of its commercial banking business Loans made and in accordance with applicable lawReimbursement Obligations and/or Revolving Credit Commitments (and, if relevant, Swing Line Commitment) held by such Bank at any time sell and from time to time to one or more Lenders other Persons which constitute financial institutions, insurance companies or other financial institutions (“Participants”) participating interests in commercial lenders; provided that no such participation shall relieve any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale Bank of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 14.11, and the immediately following sentenceAgent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower and Guarantors under this Agreement and the other Credit Documents including, Borrowerwithout limitation, the other Lendersright to approve any amendment, and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. However, any Participant that is an affiliate modification or waiver of any Lender provision of the Credit Documents, except that such agreement may provide that such Bank will not agree to any modification, amendment or waiver of the Credit Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the right benefits of Section 3.6 and Section 11.3 hereof; provided no participant shall be entitled to deal directly with any other Lender receive more under such Sections than the Bank granting such participation would have received had the participation not been granted. The Borrower and Borrower with respect each Guarantor authorizes each Bank to disclose to any matter that is the subject of participant or prospective participant under this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one Section 14.11 or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of assignee or prospective assignee under Section 14.12 hereof any Lender. financial or other information pertaining to the Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note Guarantor if such Bank has obtained the written agreement of such participant, prospective participant, assignee or Reimbursement Obligation prospective assignee to be bound by the same extent as if the amount provisions of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C.Section 14.18 hereof.
Appears in 1 contract
Participants. Each Bank shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Lender may, in the ordinary course of its commercial banking business Loans made, and/or Revolving Credit Commitment and participations in accordance with applicable lawL/Cs and Reimbursement Obligations held, by such Bank at any time sell and from time to time, and to assign its rights under such Loans, participations in L/Cs and Reimbursement Obligations or the Notes evidencing such Loans to one or more Lenders other Persons; provided that no such participation shall relieve any Bank of any of its obligations under this Agreement, and any agreement pursuant to which such participation or other financial institutions assignment of a Note or the rights thereunder is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Company under the Loan Documents, including, without limitation, the right to approve any amendment, modification or waiver of any provision thereof, except that such agreement may provide that such Bank will not agree without the consent of such participant or assignee to any modification, amendment or waiver of this Agreement that would (“Participants”A) participating interests in increase any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest (B) reduce the amount of such Lender hereunder; provided, however, that upon or postpone the sale date for payment of any participating principal of or interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve on any amendments, waivers Loan or other modifications of this Agreement Reimbursement Obligation or of any document contemplated by this Agreementfee payable hereunder in which such participant or assignee has an interest or (C) reduce the interest rate applicable to any Loan or other amount payable in which such participant or assignee has an interest or (D) release any collateral security for or guarantor for any of the Company's indebtedness, obligations and liabilities under the Loan Documents, and provided further that no participation agreement such assignee or participant shall provide have any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations rights under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, the other Lendersthis Section 11.15, and the Agent shall continue have no obligation or responsibility to deal solely and directly with such Lender in connection with participant or assignee, except that nothing herein provided is intended to affect the rights of an assignee of a Note to enforce the Note assigned. Any party to which such Lender’s rights and obligations under this Agreement. However, any Participant that is an affiliate of any Lender a participation or assignment has been granted shall have the right benefits of Section 1.10, Section 9.3 and Section 9.4 hereof but shall not be entitled to deal directly with receive any other Lender and Borrower greater payment under any such Section than the Bank granting such participation or assignment would have been entitled to receive with respect to any matter that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C.transferred.
Appears in 1 contract
Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Lender may, in the ordinary course of its commercial banking business Loans made and in accordance with applicable law, Commitments held by such Lender at any time sell and from time to time to one or more Lenders or other financial institutions Persons (“Participants”) participating interests in any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lenderother than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any other interest of the Borrower’s Affiliates or Subsidiaries); provided that no such participation shall relieve any Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 12.11, and the immediately following sentenceAdministrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, Borrowerwithout limitation, the other Lendersright to approve any amendment, and Agent shall continue to deal solely and directly with modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender in connection with such Lender’s rights and obligations under this Agreement. Howeverwill not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any Participant that is an affiliate fixed date for payment of any Lender Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the right to deal directly with any other Lender and Borrower with respect to any matter that is the subject benefits of this AgreementSection 1.11, Section 10.3, and Lenders Section 12.1 hereof (subject to the requirements and Borrower agree to deal directly with such affiliate Participant(s); providedlimitations therein, however, including the requirements under Section 12.1(g) (it being understood that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding documentation required under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant Section 12.1(g) shall be deemed delivered to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such participant (A) agrees to be subject to the amount provisions of Section 12.1(g) as if it were an assignee under Section 12.12(a); and (B) shall not be entitled to receive any greater payment under Sections 10.3 or 12.1, with respect to any participation, than its participating interests were owing directly Lender would have been entitled to it as receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participation. The Borrower and each Guarantor authorizes each Lender to disclose to any participant or prospective participant under this AgreementSection 12.11 any financial or other information pertaining to each Guarantor, any Note the Borrower or any Facility L/C Subsidiary, provided that such participant or participation in any Facility L/C.prospective participant shall be subject to the provisions of Section 12.25.
Appears in 1 contract
Samples: Term Loan Agreement (Centerspace)
Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, Loans made and/or Commitments held by such Lender at any time sell and from time to time to one or more Lenders or other financial institutions Persons (“Participants”) participating interests in other than natural persons); provided that no such participation shall relieve any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 13.10, and the immediately following sentenceAdministrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 1.10 and Section 10.3 hereof; provided, that any payment shall be limited to the amount that would be payable to the Lender if there were no participation. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other Lenders, and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. However, any the Loan Documents (the “Participant Register”); provided that is an affiliate of any no Lender shall have any obligation to disclose all or any portion of the right Participant Register (including the identity of any participant or any information relating to deal directly with a participant’s interest in any Commitments, Loans, or its other Lender and Borrower with respect obligations under any Loan Document) to any matter Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, or other obligation is in registered form under Section 5f.103-1(c) of the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is requiredUnited States Treasury Regulations. The rights set forth entries in the immediately preceding sentence Participant Register shall apply only to Participants that are affiliates of any Lenderbe conclusive absent manifest error, and such rights do not apply to any Participants that are not affiliates Lender shall treat each Person whose name is recorded in the Participant Register as the owner of any Lender. Borrower agrees that if amounts outstanding under such participation for all purposes of this Agreement or notwithstanding any notice to the Notes are due and unpaidcontrary. For the avoidance of doubt, or the Administrative Agent (in its capacity as Administrative Agent) shall have been declared or shall have become due and payable upon the occurrence of no responsibility for maintaining a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C.Register.
Appears in 1 contract
Participants. (a) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, may at any time time, without the consent of, or notice to, Borrower or the Administrative Agent, sell participations to one any Person (other than a Defaulting Lender, a natural Person, or more Lenders a holding company, investment vehicle or other financial institutions trust for, or owned and operated for the primary benefit of, a natural Person, or Borrower or any of Borrower’s Affiliates or Subsidiaries) (each, a “ParticipantsParticipant”) participating interests in any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment all or a portion of such Lender, ’s rights and/or obligations under this Agreement (including all or any other interest a portion of such Lender hereunderits Commitment and/or the Revolving Loans owing to it); provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (ci) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance thereofof such obligations, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, (iii) Borrower, the other LendersAdministrative Agent, the L/C Issuer and Agent Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. HoweverFor the avoidance of doubt, any Participant that is an affiliate of any each Lender shall have be responsible for the right to deal directly with any other Lender and Borrower indemnity under Section 9.6 with respect to any matter payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that is such Lender shall retain the subject sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which without the consent of the Participant, agree to any one amendment, modification or more Lenders is required. The rights set forth waiver described in the immediately preceding sentence shall apply only to Participants proviso of Section 11.11 that are affiliates of any Lender, and affects such rights do not apply to any Participants that are not affiliates of any LenderParticipant. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed entitled to have the right benefits of set-off provided Sections 3.1 through 3.4 and 3.6 (subject to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation the requirements and limitations therein) to the same extent 739016937 20664705 as if it were a Lender and had acquired its interest by assignment pursuant Section 11.10; provided that such Participant (A) agrees to be subject to the amount provisions of Section 2.14 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, with respect to any participation, than its participating interests Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at Borrower’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.14 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.14 as though it were owing directly a Lender; provided that such Participant agrees to be subject to Section 11.5 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Revolving Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender under this Agreement, shall have any Note obligation to disclose all or any Facility L/C portion of the Participant Register (including the identity of any Participant or participation any information relating to a Participant’s interest in any Facility L/C.commitments, Revolving Loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, Revolving Loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 1 contract
Samples: Credit Agreement (AssetMark Financial Holdings, Inc.)
Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Lender may, in the ordinary course of its commercial banking business Loans made and in accordance with applicable law, Reimbursement Obligations and/or Revolving Credit Commitments held by such Lender at any time sell and from time to time to one or more Lenders other Persons (other than a natural Person or other financial institutions (“Participants”) participating interests in any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, the Parent or any other interest of the Parent’s Affiliates or Subsidiaries); provided that no such participation shall relieve any Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 12.11, and the immediately following sentenceAdministrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower and Guarantors under this Agreement and the other Credit Documents including, Borrowerwithout limitation, the other Lendersright to approve any amendment, and Agent shall continue to deal solely and directly with modification or waiver of any provision of the Credit Documents, except that such agreement may provide that such Lender in connection with such Lender’s rights and obligations under this Agreement. Howeverwill not agree to any modification, amendment or waiver of the Credit Documents that would reduce the amount of or postpone any Participant that is an affiliate fixed date for payment of any Lender Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the right benefits of Sections 1.12, 9.3 and 12.1 hereof (subject to deal directly with any other Lender the requirements and Borrower with respect to any matter limitations therein, including the requirements under Section 12.1(c) hereof (it being understood that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding documentation required under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant Section 12.1(c) shall be deemed delivered to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation Lender)) to the same extent as if the amount of its participating interests it were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C.and had acquired its interest by assignment pursuant to Section 12.12 hereof; provided that such participant (A) agrees to be subject to the provisions of Sections 1.14 hereof as if it were an
Appears in 1 contract
Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Lender may, in the ordinary course of its commercial banking business Loans made and in accordance with applicable law, Reimbursement Obligations and/or Revolving Credit Commitments held by such Lender at any time sell and from time to time to one or more Lenders other Persons (other than a natural Person or other financial institutions (“Participants”) participating interests in any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, the Parent or any other interest of the Parent’s Affiliates or Subsidiaries); provided that no such participation shall relieve any Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 12.11, and the immediately following sentenceAdministrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower and Guarantors under this Agreement and the other Credit Documents including, Borrowerwithout limitation, the other Lendersright to approve any amendment, and Agent shall continue to deal solely and directly with modification or waiver of any provision of the Credit Documents, except that such agreement may provide that such Lender in connection with such Lender’s rights and obligations under this Agreement. Howeverwill not agree to any modification, amendment or waiver of the Credit Documents that would reduce the amount of or postpone any Participant that is an affiliate fixed date for payment of any Lender Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the right benefits of Sections 1.12, 9.3 and 12.1 hereof (subject to deal directly with any other Lender the requirements and Borrower with respect to any matter limitations therein, including the requirements under Section 12.1(c) hereof (it being understood that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding documentation required under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant Section 12.1(c) shall be deemed delivered to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation Lender)) to the same extent as if the amount of its participating interests it were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C.and had acquired its interest by assignment pursuant to Section 12.12 hereof; provided that such
Appears in 1 contract
Participants. (a) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, may at any time time, without the consent of, or notice to, Borrower or the Administrative Agent, sell participations to one any Person (other than a Defaulting Lender, a natural Person, or more Lenders a holding company, investment vehicle or other financial institutions trust for, or owned and operated for the primary benefit of, a natural Person, or Borrower or any of Borrower’s Affiliates or Subsidiaries) (each, a “ParticipantsParticipant”) participating interests in any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment all or a portion of such Lender, ’s rights and/or obligations under this Agreement (including all or any other interest a portion of such Lender hereunderits Commitment and/or the Loans owing to it); provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (ci) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance thereofof such obligations, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, (iii) Borrower, the other LendersAdministrative Agent, the L/C Issuer and Agent Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. HoweverFor the avoidance of doubt, any Participant that is an affiliate of any each Lender shall have be responsible for the right to deal directly with any other Lender and Borrower indemnity under Section 9.6 with respect to any matter payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that is such Lender shall retain the subject sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which without the consent of the Participant, agree to any one amendment, modification or more Lenders is required. The rights set forth waiver described in the immediately preceding sentence shall apply only to Participants proviso of Section 11.11 that are affiliates of any Lender, and affects such rights do not apply to any Participants that are not affiliates of any LenderParticipant. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed entitled to have the right benefits of set-off provided Sections 3.1 through 3.4 and 3.6 (subject to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation the requirements and limitations therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant Section 11.10; provided that such Participant (A) agrees to be subject to the amount provisions of Section 2.14 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, with respect to any participation, than its participating interests Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at Borrower’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.14 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.14 as though it were owing directly a Lender; provided that such Participant agrees to be subject to Section 11.5 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender under this Agreement, shall have any Note obligation to disclose all or any Facility L/C portion of the Participant Register (including the identity of any Participant or participation any information relating to a Participant’s interest in any Facility L/C.commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and 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 744209099 20664705 notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 1 contract
Samples: Credit Agreement (AssetMark Financial Holdings, Inc.)
Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Lender may, in the ordinary course of its commercial banking business Loans made and in accordance with applicable law, Reimbursement Obligations and/or Commitments held by such Lender at any time sell and from time to time to one or more Lenders or other financial institutions (“Participants”) participating interests in Persons; provided that no such participation shall relieve any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section, and the immediately following sentenceAdministrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrowers under this Agreement and the other Loan Documents including, Borrowerwithout limitation, the other Lendersright to approve any amendment, and Agent shall continue to deal solely and directly with modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 1.11 and Section 9.3 hereof. The Borrowers authorize each Lender to disclose to any participant or prospective participant under this Section any financial or other information pertaining to the Borrowers or any Subsidiary thereof, provided that such participant or prospective participant shall have agreed in writing prior to its receipt of such information to maintain all such information confidential and not to disclose such information to any other Person except any such information (a) that has become generally available to the public, (b) if required or appropriate in any report, statement or testimony submitted to any regulatory body having or claiming to have jurisdiction over such Lender, (c) if required or appropriate in response to any summons or subpoena or in connection with any litigation or (d) in order to comply with any law, order, regulation or ruling applicable to such Lender’s rights and obligations under this Agreement. However, any Participant that is an affiliate of any Lender shall have the right to deal directly with any other Lender and Borrower with respect to any matter that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C..
Appears in 1 contract
Samples: Credit Agreement (Penford Corp)
Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Lender may, in the ordinary course of its commercial banking business Loans made and participations in accordance with applicable law, L/C Obligations and Swing Loans and/or Commitments held by such Lender at any time sell and from time to time to one or more Lenders or other financial institutions Persons (“Participants”) participating interests in other than Disqualified Institutions); provided that no such participation shall relieve any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, provided, further, that no such participant shall have any rights under this Agreement except as provided in this Section 13.11, and the immediately following sentence, Borrower, Administrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to exercise rights under this Agreement and the other Lenders, Loan Documents and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and enforce the obligations of the Borrower under this Agreement. HoweverAgreement and the other Loan Documents including, any Participant that is an affiliate of any Lender shall have without limitation, the right to deal directly with approve any other amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender and Borrower with respect will not agree to any matter modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest which requires the consent of each affected Lender pursuant to clause (i) or (ii) of the first proviso of Section 13.13(a) (subject to the other provisions of Section 13.13 including clause (b) thereof). Subject to Section 13.25 hereof, the Borrower authorizes each Lender to disclose to any participant or prospective participant (which, for the avoidance of doubt, shall exclude any Disqualified Institution) under this Section 13.11 any financial or other information pertaining to Holdings, any of its Subsidiaries or Unrestricted Subsidiaries. Any party which has been granted a participation shall be entitled to the benefits of Section 1.12, Section 10.3 and Section 13.4 hereof only to the extent of the benefits accruing to the Lender granting the Participation if such participant is not an Affiliate or Related Fund of a Lender. Each Participant shall be entitled to the subject benefits of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s)Section 13.1 hereof as if it were a Lender; provided, however, for the avoidance of doubt, the Borrower shall not, at any time, be obligated to pay additional amounts pursuant to Section 13.1(a) with respect to any withholding tax that each Lender needs is imposed on amounts payable to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which Participant at the consent of any one or more Lenders is required. The rights set forth time it acquires a participation in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement Loans or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender Commitments made under this Agreement, any Note except to the extent that such Participant is the Participant of a Lender who was entitled to receive such additional amounts from the Borrower. Each Lender that sells a participation shall maintain a register on which it records the name and address of each participant and the principal amounts of each participant’s participating interest with respect to the Loans, Commitments or other interests hereunder, which entries shall be conclusive absent manifest error. Notwithstanding anything herein to the contrary, no Lender shall grant participations in the Loans or Commitments to the Sponsor or any Facility L/C of its Affiliates that is not a Debt Fund Affiliate. Any participation made to any Person in violation of this Section 13.11 shall be void ab initio. In the event a participation is granted to a Person who does not satisfy the eligibility requirements of this Section 13.11, the Borrower shall be entitled to pursue any remedy available to it (whether at law or in equity, including specific performance to unwind such participation) against the Lender selling the participation in any Facility L/C.and such participant.
Appears in 1 contract
Samples: Credit Agreement (Dave & Buster's Entertainment, Inc.)
Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Lender may, in the ordinary course of its commercial banking business Loans made and in accordance with applicable law, Reimbursement Obligations and/or Commitments held by such Lender at any time sell and from time to time to one or more Lenders or other financial institutions (“Participants”) participating interests in Persons; provided that no such participation shall relieve any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section, and the immediately following sentenceAdministrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, Borrowerwithout limitation, the other Lendersright to approve any amendment, and Agent shall continue to deal solely and directly with modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 1.12 and Section 10.3 hereof. The Borrower authorizes each Lender to disclose to any participant or prospective participant under this Section any financial or other information pertaining to the Borrower or any Subsidiary thereof, provided that such participant or prospective participant shall have agreed in writing prior to its receipt of such information to maintain all such information confidential and not to disclose such information to any other Person except any such information (a) that has become generally available to the public. (b) if required or appropriate in any report, statement or testimony submitted to any regulatory body having or claiming to have jurisdiction over such Lender, (c) if required or appropriate in response to any summons or subpoena or in connection with any litigation or (d) in order to comply with any law, order, regulation or ruling applicable to such Lender’s rights and obligations under this Agreement. However, any Participant that is an affiliate of any Lender shall have the right to deal directly with any other Lender and Borrower with respect to any matter that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C..
Appears in 1 contract
Samples: Credit Agreement (Penford Corp)
Participants. Each Bank shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Lender may, in the ordinary course of its commercial banking business Term Loans made, and/or Term Credit Commitment and participations in accordance with applicable lawthe Bond L/C and Reimbursement Obligations held, by such Bank at any time sell and from time to time, and to assign its rights under such Term Loans, participations in the Bond L/C and Reimbursement Obligations or the Notes evidencing such Loans to one or more Lenders other Persons; PROVIDED that no such participation shall relieve any Bank of any of its obligations under this Agreement, and any agreement pursuant to which such participation or other financial institutions assignment of a Note or the rights thereunder is granted shall provide that the granting Bank shall retain the sole right and responsibility to enforce the obligations of the Company under the Loan Documents, including, without limitation, the right to approve any amendment, modification or waiver of any provision thereof, except that such agreement may provide that such Bank will not agree without the consent of such participant or assignee to any modification, amendment or waiver of this Agreement that would (“Participants”A) participating interests in increase any Revolving Term Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest (B) reduce the amount of such Lender hereunder; provided, however, that upon or postpone the sale date for payment of any participating principal of or interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve on any amendments, waivers Term Loan or other modifications of this Agreement Reimbursement Obligation or of any document contemplated by this Agreementfee payable hereunder in which such participant or assignee has an interest, or (C) reduce the interest rate applicable to any Term Loan or other amount payable in which such participant or assignee has an interest or (D) release any collateral security for or guarantor for any of the Company's indebtedness, obligations and liabilities under the Loan Documents, and provided further that no participation agreement such assignee or participant shall provide have any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations rights under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, the other Lendersthis Section 11.15, and the Agent shall continue have no obligation or responsibility to deal solely and directly with such Lender in connection with participant or assignee, except that nothing herein provided is intended to affect the rights of an assignee of a Note to enforce the Note assigned. Any party to which such Lender’s rights and obligations under this Agreement. However, any Participant that is an affiliate of any Lender a participation or assignment has been granted shall have the right benefits of Section 1.10, Section 9.3 and Section 9.4 hereof but shall not be entitled to deal directly with receive any other Lender and Borrower greater payment under any such Section than the Bank granting such participation or assignment would have been entitled to receive with respect to any matter that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C.transferred.
Appears in 1 contract
Samples: Secured Term Credit Agreement (Pilgrims Pride Corp)
Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Lender may, in the ordinary course of its commercial banking business Loans made and in accordance with applicable law, Reimbursement Obligations and/or Commitments held by such Lender at any time sell and from time to time to one or more Lenders Eligible Assignees, subject to the consent of the Borrower (such consent not to be unreasonably withheld or other financial institutions delayed) unless (“Participants”x) participating interests in any Revolving Credit Loan owing an Event of Default has occurred and is continuing at the time of such participation or (y) such participation is to such a Lender, an Affiliate of a Lender or an Approved Fund; provided that no such participation shall relieve any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section, and the immediately following sentenceAdministrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, Borrowerwithout limitation, the other Lendersright to approve any amendment, and Agent shall continue to deal solely and directly with modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 1.11 and Section 10.3 hereof. The Borrower authorizes each Lender to disclose to any participant or prospective participant under this Section any financial or other information pertaining to the Borrower or any Subsidiary thereof, provided that such participant or prospective participant shall have agreed in writing prior to its receipt of such information to maintain all such information confidential and not to disclose such information to any other Person except any such information (a) that has become generally available to the public, (b) if required or appropriate in any report, statement or testimony submitted to any regulatory body having or claiming to have jurisdiction over such Lender, (c) if required or appropriate in response to any summons or subpoena or in connection with any litigation or (d) in order to comply with any law, order, regulation or ruling applicable to such Lender’s rights and obligations under this Agreement. However, any Participant that is an affiliate of any Lender shall have the right to deal directly with any other Lender and Borrower with respect to any matter that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C..
Appears in 1 contract
Samples: Credit Agreement (Penford Corp)
Participants. (a) Any In addition to the other rights provided in this Section 10.2, each Lender maymay without notice to or consent from the Administrative Agent or the Borrowers, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell participations to one or more Lenders Persons in or other financial institutions (“Participants”) participating interests in any Revolving Credit to all or a portion of its rights and obligations under the Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunderDocuments; provided, however, that upon the sale that, whether as a result of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice term of any Loan Document or of such sale; and provided furthergrant or participation, however, that (except as otherwise provided in subsection (c) belowi) no Participant’s consent such participant shall have a commitment, or be required deemed to approve have made an offer to commit, to make any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this AgreementLoan hereunder, and, except as provided in the immediately following sentenceapplicable option agreement, Borrowernone shall be liable for any obligation of such Lender hereunder, the other Lenders(ii) such Lender’s rights and obligations, and Agent the rights and obligations of the Loan Parties and the Secured Parties towards such Lender, under any Loan Document shall remain unchanged and each other party hereto shall continue to deal solely and directly with such Lender in connection with such Lender’s rights , which shall remain the holder of the Obligations in the Register, except that (A) each such participant shall be entitled to the benefit of Sections 2.11 and obligations under this Agreement. However2.12, any Participant that but only to the extent such participant delivers the tax forms such Lender is an affiliate required to collect pursuant to Section 2.12(a) and then only to the extent of any amount to which such Lender shall have would be entitled in the right to deal directly with absence of any other Lender and Borrower with respect to any matter that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s)grant or participation; provided, however, that each Lender needs in no case shall such participant have the right to deal only with other Lenders enforce any of the terms of any Loan Document, and (and not such other Lenders’ affiliate Participant(s)), in those matters in which iii) the consent of such participant shall not be required (either directly, as a restraint on such Lender’s ability to consent hereunder or otherwise) for any one amendments, waivers or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply consents with respect to any Participants that are not affiliates of Loan Document or to exercise or refrain from exercising any Lender. Borrower agrees that if amounts outstanding powers or rights such Lender may have under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest the Loan Documents (including the right to enforce or direct enforcement of the Obligations), except for those described in amounts owing under this Agreement clauses (ii) and (iii) of Section 10.1(a) with respect to amounts, or any Note dates fixed for payment of amounts, to which such participant would otherwise be entitled and, except for those described in Section 10.1(a)(iv) (or Reimbursement Obligation amendments, consents and waivers with respect to Section 9.10 to release all or substantially all of the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C.Collateral).
Appears in 1 contract
Samples: Term Loan Agreement (Bombay Co Inc)
Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Lender may, in the ordinary course of its commercial banking business Loans made and in accordance with applicable law, Reimbursement Obligations and/or Commitments held by such Lender at any time sell and from time to time to one or more Lenders Eligible Assignees, subject to the consent of the Borrower (such consent not to be unreasonably withheld or other financial institutions delayed) unless (“Participants”x) participating interests in any Revolving Credit Loan owing an Event of Default has occurred and is continuing at the time of such participation or (y) such participation is to such a Lender, an Affiliate of a Lender or an Approved Fund; provided that no such participation shall relieve any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section, and the immediately following sentenceAdministrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, Borrowerwithout limitation, the other Lendersright to approve any amendment, and Agent shall continue to deal solely and directly with modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 1.11, Section 10.3 and Section 13.1 hereof. The Borrower authorizes each Lender to disclose to any participant or prospective participant under this Section any financial or other information pertaining to the Borrower or any Subsidiary thereof, provided that such participant or prospective participant shall have agreed in writing prior to its receipt of such information to maintain all such information confidential and not to disclose such information to any other Person except any such information (a) that has become generally available to the public, (b) if required or appropriate in any report, statement or testimony submitted to any regulatory body having or claiming to have jurisdiction over such Lender, (c) if required or appropriate in response to any summons or subpoena or in connection with any litigation or (d) in order to comply with any law, order, regulation or ruling applicable to such Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s rights and interest in the Loans or other obligations under this Agreement. However, any the Loan Documents (the “Participant Register”); provided that is an affiliate of any no Lender shall have any obligation to disclose all or any portion of the right Participant Register (including the identity of any participant or any information relating to deal directly with a participant’s interest in any Commitments, Loans, Letters of Credit or its other Lender and Borrower with respect obligations under any Loan Document) to any matter Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is requiredUnited States Treasury Regulations. The rights set forth entries in the immediately preceding sentence Participant Register shall apply only to Participants that are affiliates of any Lenderbe conclusive absent manifest error, and such rights do not apply to any Participants that are not affiliates Lender shall treat each Person whose name is recorded in the Participant Register as the owner of any Lender. Borrower agrees that if amounts outstanding under such participation for all purposes of this Agreement or notwithstanding any notice to the Notes are due and unpaidcontrary. For the avoidance of doubt, or the Administrative Agent (in its capacity as Administrative Agent) shall have been declared or shall have become due and payable upon the occurrence of no responsibility for maintaining a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C.Register.
Appears in 1 contract
Samples: Credit Agreement (Penford Corp)
Participants. (a) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more Lenders or other financial institutions (“Participants”) participating interests in any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, the other Lenders, and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. However, any Participant that is an affiliate of any Each Lender shall have the right at its own cost to deal directly with grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and/or Commitments held by such Lender at any time and from time to time to one or more other Persons; provided that (a) no such participation shall relieve any Lender and Borrower with respect to of any matter that is the subject of its obligations under this Agreement, and Lenders and Borrower agree to deal directly with (b) no such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of participant shall have any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or except as provided in this Section 13.11, and (c) the Notes are due and unpaid, or Administrative Agent shall have been declared no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall have become due provide that the granting Lender shall retain the sole right and payable upon responsibility to enforce the occurrence obligations of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any Note provision of the Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or Reimbursement waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 1.12, Section 10.4 and Section 13.1 (subject to the obligations and limitations of such Sections (and the compliance of such participant therewith as if it were a Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.12) (it being understood that the amount documentation required under Section 13.1(e) shall be delivered to the Lender who sells the participation). Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. Notwithstanding anything to the contrary in this Section 13.11, no such participation shall be made to the Borrower or any of its participating interests Affiliates or Subsidiaries, a natural person, or a Defaulting Lender or a Person that would be a Defaulting Lender if it were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C.Lender.
Appears in 1 contract
Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, Loans made and/or Commitments held by such Lender at any time sell and from time to time to one or more Lenders Eligible Assignees, subject to the consent of the Borrower (such consent not to be unreasonably withheld or other financial institutions delayed) unless (“Participants”x) participating interests in any Revolving Credit Loan owing an Event of Default has occurred and is continuing at the time of such participation or (y) such participation is to such a Lender, an Affiliate of a Lender or an Approved Fund; provided that no such participation shall relieve any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section, and the immediately following sentenceAdministrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, Borrowerwithout limitation, the other Lendersright to approve any amendment, and Agent shall continue to deal solely and directly with modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 1.11, Section 10.3 and Section 13.1 hereof. The Borrower authorizes each Lender to disclose to any participant or prospective participant under this Section any financial or other information pertaining to the Borrower or any Subsidiary thereof, provided that such participant or prospective participant shall have agreed in writing prior to its receipt of such information to maintain all such information confidential and not to disclose such information to any other Person except any such information (a) that has become generally available to the public, (b) if required or appropriate in any report, statement or testimony submitted to any regulatory body having or claiming to have jurisdiction over such Lender, (c) if required or appropriate in response to any summons or subpoena or in connection with any litigation or (d) in order to comply with any law, order, regulation or ruling applicable to such Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s rights and interest in the Loans or other obligations under this Agreement. However, any the Loan Documents (the “Participant Register”); provided that is an affiliate of any no Lender shall have any obligation to disclose all or any portion of the right Participant Register (including the identity of any participant or any information relating to deal directly with a participant’s interest in any Commitments, Loans or its other Lender and Borrower with respect obligations under any Loan Document) to any matter Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is requiredUnited States Treasury Regulations. The rights set forth entries in the immediately preceding sentence Participant Register shall apply only to Participants that are affiliates of any Lenderbe conclusive absent manifest error, and such rights do not apply to any Participants that are not affiliates Lender shall treat each Person whose name is recorded in the Participant Register as the owner of any Lender. Borrower agrees that if amounts outstanding under such participation for all purposes of this Agreement or notwithstanding any notice to the Notes are due and unpaidcontrary. For the avoidance of doubt, or the Administrative Agent (in its capacity as Administrative Agent) shall have been declared or shall have become due and payable upon the occurrence of no responsibility for maintaining a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C.Register.
Appears in 1 contract
Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Lender may, in the ordinary course of its commercial banking business Loans made and in accordance with applicable law, Reimbursement Obligations and/or Commitments held by such Lender at any time sell and from time to time to one or more Lenders or other financial institutions Persons (“Participants”) participating interests in any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lenderother than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any other interest of the Borrower’s Affiliates or Subsidiaries); provided that no such participation shall relieve any Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 12.11, and the immediately following sentenceAdministrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, Borrowerwithout limitation, the other Lendersright to approve any amendment, and Agent shall continue to deal solely and directly with modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender in connection with such Lender’s rights and obligations under this Agreement. Howeverwill not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any Participant that is an affiliate fixed date for payment of any Lender Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the right to deal directly with any other Lender and Borrower with respect to any matter that is the subject benefits of this AgreementSection 1.11, Section 10.3, and Lenders Section 12.1 hereof (subject to the requirements and Borrower agree to deal directly with such affiliate Participant(s); providedlimitations therein, however, including the requirements under Section 12.1(g) (it being understood that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding documentation required under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant Section 12.1(g) shall be deemed 108 delivered to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such participant (A) agrees to be subject to the amount provisions of Section 12.1(g) as if it were an assignee under Section 12.12(a); and (B) shall not be entitled to receive any greater payment under Sections 10.3 or 12.1, with respect to any participation, than its participating interests were owing directly Lender would have been entitled to it as receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participation. The Borrower and each Guarantor authorizes each Lender to disclose to any participant or prospective participant under this AgreementSection 12.11 any financial or other information pertaining to each Guarantor, any Note the Borrower or any Facility L/C Subsidiary, provided that such participant or participation in any Facility L/C.prospective participant shall be subject to the provisions of Section 12.25.
Appears in 1 contract
Samples: Credit Agreement (Centerspace)
Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Lender may, in the ordinary course of its commercial banking business Loans made and in accordance with applicable law, Reimbursement Obligations and/or Revolving Credit Commitments held by such Lender at any time sell and from time to time to one or more Lenders or other financial institutions (“Participants”) participating interests in Persons; provided that no such participation shall relieve any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section, and the immediately following sentenceAdministrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, Borrowerwithout limitation, the other Lendersright to approve any amendment, and Agent shall continue to deal solely and directly with modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender in connection with such Lender’s rights and obligations under this Agreement. Howeverwill not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any Participant that is an affiliate fixed date for payment of any Lender Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the right benefits of Section 1.11 and Section 10.3 hereof; provided that the rights of any Participant only shall be derivative through the granting Lender with whom such Participant participates and more specifically, no Participant shall be entitled to deal directly with receive any other greater payment under Section 10.3 or 12.1 hereof than the granting Lender and Borrower would have been entitled to receive with respect to any matter that is the subject of this Agreement, and Lenders and participation sold to such Participant. The Borrower agree to deal directly with such affiliate Participant(s); provided, however, that authorizes each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply disclose to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding participant or prospective participant under this Agreement Section any financial or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed other information pertaining to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C.Loan Party.
Appears in 1 contract
Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Lender may, in the ordinary course of its commercial banking business Loans made and in accordance with applicable law, Reimbursement Obligations and/or Revolving Credit Commitments held by such Lender at any time sell and from time to time to one or more Lenders other Persons (other than a natural Person or other financial institutions (“Participants”) participating interests in any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, the Parent or any other interest of the Parent’s Affiliates or Subsidiaries); provided that no such participation shall relieve any Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 12.11, and the immediately following sentenceAdministrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower and Guarantors under this Agreement and the other Credit Documents including, Borrowerwithout limitation, the other Lendersright to approve any amendment, and Agent shall continue to deal solely and directly with modification or waiver of any provision of the Credit Documents, except that such agreement may provide that such Lender in connection with such Lender’s rights and obligations under this Agreement. Howeverwill not agree to any modification, amendment or waiver of the Credit Documents that would reduce the amount of or postpone any Participant that is an affiliate fixed date for payment of any Lender Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the right benefits of Sections 1.12, 9.3 and 12.1 hereof (subject to deal directly with any other Lender the requirements and Borrower with respect to any matter limitations therein, including the requirements under Section 12.1(c) hereof (it being understood that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding documentation required under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant Section 12.1(c) shall be deemed delivered to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.12 hereof; provided that such participant (A) agrees to be subject to the amount provisions of Sections 1.14 hereof as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 9.3 or 12.1 hereof with respect to any participation, than its participating interests were owing directly Lender would have been entitled to it as receive, except to the extent such entitlement to receive a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C.greater payment results from a Change -100-
Appears in 1 contract
Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Lender may, in the ordinary course of its commercial banking business Loans made and in accordance with applicable law, Reimbursement Obligations and/or Commitments held by such Lender at any time sell and from time to time to one or more Lenders or other financial institutions Persons (“Participants”) participating interests in other than the Parent, the Borrower and their Subsidiaries); provided that no such participation shall relieve any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 13.12, and the immediately following sentenceAdministrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrowers under this Agreement and the other Loan Documents including, Borrowerwithout limitation, the other Lendersright to approve any amendment, and Agent shall continue to deal solely and directly with modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender in connection with such Lender’s rights and obligations under this Agreement. Howeverwill not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any Participant that is an affiliate fixed date for payment of any Lender Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the right to deal directly with any other Lender benefits of Section 1.12 and Borrower with respect to any matter that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders Section 10.3 hereof (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation but to the same extent as if the amount Lender from which it purchases its participation is entitled to such benefits). Each Lender that sells a participation shall, acting solely for this purpose as an agent of its participating interests were owing directly the Borrowers, 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 the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to it as a Lender under this Agreement, any Note disclose all or any Facility L/C portion of the Participant Register (including the identity of any participant or participation any information relating to a participant's interest in any Facility L/C.Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Appears in 1 contract
Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Lender may, in the ordinary course of its commercial banking business Loans made and in accordance with applicable law, Reimbursement Obligations and/or Revolving Credit Commitments held by such Lender at any time sell and from time to time to one or more Lenders other Persons; provided that (a) no such participation shall relieve any Lender of any of its obligations under this Agreement, (b) no such participant shall have any rights under this Agreement except as provided in this Section 13.11, and (c) the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of each Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 1.12, Section 10.3 and Section 13.1 hereof (subject to the obligations and limitations of such Sections (and the compliance of such participant therewith as if it were a Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.12 hereof) (it being understood that the documentation required under Section 13.1(e) hereof shall be delivered to the Lender who sells the participation). Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, 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 financial institutions obligations under the Loan Documents (the “ParticipantsParticipant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. Notwithstanding anything to the contrary in this Section 13.11, no such participation shall be made to any Borrower or any of their Affiliates or Subsidiaries, a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of one or more natural persons), or a Defaulting Lender or a Person that would be a Defaulting Lender if it were a Lender. Notwithstanding the preceding paragraph, any Farm Credit Lender that (i) has purchased a participation from any Lender that is a Farm Credit Lender in the minimum amount of $5,000,000.00 on or after the Closing Date, (ii) is, by written notice to the U.S. Borrower and the Administrative Agent (a “Voting Participant Notification”), designated by the selling Lender as being entitled to be accorded the rights of a voting participant hereunder (any Farm Credit Lender so designated being called a “Voting Participant”) participating interests in any Revolving Credit Loan owing and (iii) receives the prior written consent of the U.S. Borrower and the Administrative Agent to become a Voting Participant, shall be entitled to vote (and the voting rights of the selling Lender shall be correspondingly reduced), on a dollar for dollar basis, as if such Voting Participant were a Lender, on any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect matter requiring or allowing a Lender to such Lender, any Commitment of such Lenderprovide or withhold its consent, or to otherwise vote on any other interest proposed action, in each case, in lieu of such Lender hereunderthe vote of the selling Lender; provided, however, that upon if such Voting Participant has at any time failed to fund any portion of its participation when required to do so and notice of such failure has been delivered by the sale selling Lender to the Administrative Agent, then until such time as all amounts of any participating interest its participation required to have been funded have been funded and notice of such funding has been delivered by the selling Lender to the Administrative Agent, such Voting Participant shall not be entitled to exercise its voting rights pursuant to the terms of this paragraph, and the voting rights of the selling Lender shall provide promptly to Borrower and Agent notice not be correspondingly reduced by the amount of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Voting Participant’s consent participation. Notwithstanding the foregoing, each Farm Credit Lender designated as a Voting Participant on Schedule 13.11 shall be required to approve any amendmentsa Voting Participant without delivery of a Voting Participant Notification and without the prior written consent of the Company and the Administrative Agent. To be effective, waivers or other modifications of this Agreement or of any document contemplated by this Agreementeach Voting Participant Notification shall, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, the other Lenders, and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. However, any Participant that is an affiliate of any Lender shall have the right to deal directly with any other Lender and Borrower with respect to any matter that is Voting Participant, (A) state the subject full name of this Agreementsuch Voting Participant, as well as all contact information required of an assignee, (B) state the dollar amount of the participation purchased, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not C) include such other Lenders’ affiliate Participant(s)), in those matters in which information as may be required by the consent Administrative Agent. The selling Lender and the Voting Participant shall notify the Administrative Agent and the U.S. Borrower within three Business Days of any one termination of, or more Lenders is required. The rights reduction or increase in the amount of, such participation and shall promptly upon request of the Administrative Agent update or confirm there has been no change in the information set forth in Schedule 13.11 or delivered in connection with any Voting Participant Notification. Each Borrower and the immediately preceding sentence Administrative Agent shall apply only be entitled to Participants that are affiliates of conclusively rely on information provided by a Lender identifying itself or its participant as a Farm Credit Lender without verification thereof and may also conclusively rely on the information set forth in Schedule 13.11 delivered in connection with any Voting Participant Notification or otherwise furnished pursuant to this paragraph and, unless and until notified thereof in writing by the selling Lender, and such rights do not apply may assume that there have been no changes in the identity of Voting Participants, the dollar amount of participations, the contact information of the participants or any other information furnished to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes Administrative Agent pursuant to this paragraph. The voting rights hereunder are due solely for the benefit of the Voting Participants and unpaid, shall not inure to any assignee or shall have been declared or shall have become due and payable upon the occurrence participant of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C.Voting Participant.
Appears in 1 contract
Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Lender may, in the ordinary course of its commercial banking business Loans made and in accordance with applicable law, Reimbursement Obligations and/or Commitments held by such Lender at any time sell and from time to time to one or more Lenders or other financial institutions (“Participants”) participating interests in Persons; provided that no such participation shall relieve any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section, and the immediately following sentenceAdministrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, Borrowerwithout limitation, the other Lendersright to approve any amendment, and Agent shall continue to deal solely and directly with modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender in connection with such Lender’s rights and obligations under this Agreement. Howeverwill not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any Participant that is an affiliate fixed date for payment of any Lender Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the right benefits of Section 1.12 and Section 9.3 hereof. The Borrower authorizes each Lender to deal directly with any other Lender and Borrower with respect disclose to any matter that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one participant or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding prospective participant under this Agreement Section any financial or other information pertaining to the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement Borrower or any Note Subsidiary provided such participant or Reimbursement Obligation prospective participant agrees in writing to be bound by Section 11.25 hereof to the same extent as if the amount of its participating interests it were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C.hereunder.
Appears in 1 contract
Samples: Credit Agreement (Maf Bancorp Inc)
