Participants. (a) Any Bank may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more banks or other financial institutions ("Participants") participating interests in any Revolving Credit Loan owing to such Bank, any Note held by such Bank, any interest (including any Reimbursement Obligation) in any Standby L/C with respect to such Bank, any Revolving Credit Loan Commitment of such Bank, or any other interest of such Bank hereunder; provided, however, that upon the sale of any participating interest the selling Bank shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that 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 Bank of participating interests to a Participant, such Bank's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Bank shall remain solely responsible for the performance thereof, and such Bank 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 Banks, and Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement. However, any Participant that is an affiliate of any Bank shall have the right to deal directly with any other Bank and Borrower with respect to any matter that is the subject of this Agreement, and Banks and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Bank needs to deal only with other Banks (and not such other Banks' affiliate Participant(s)), in those matters in which the consent of any one or more Banks is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Bank, and such rights do not apply to any Participants that are not affiliates of any Bank. 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 Banks 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 Bank under this Agreement, any Note or any Standby L/C or participation in any Standby L/C.
Appears in 2 contracts
Samples: Credit Agreement (M I Schottenstein Homes Inc), Letter of Credit Agreement (M I Schottenstein Homes 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 Bank may, in the ordinary course of its commercial banking business Loans made and Reimbursement Obligations and/or Revolving Credit Commitment and/or participations in accordance with applicable law, Swing Loans held by such Lender at any time sell and from time to time to one or more banks or Persons (other financial institutions ("Participants") participating interests in any Revolving Credit Loan owing to such Bank, any Note held by such Bank, any interest (including any Reimbursement Obligation) in any Standby L/C with respect to such Bank, any Revolving Credit Loan Commitment of such Bank, than a natural Person or any other interest of such Bank hereunder; provided, however, that upon the sale Borrower or Guarantor or any Affiliates or Subsidiaries of any participating interest the selling Bank shall provide promptly to Borrower and Agent notice of such saleor any Guarantor) (each, a “Participant”); and provided further, however, that no Participant's consent such participation shall be required to approve relieve any amendments, waivers or other modifications of this Agreement or Lender of any document contemplated by of its obligations under this Agreement, and provided further that no participation agreement such participant shall provide have any Participant with such rights. In the event of any such sale by a Bank of participating interests to a Participant, such Bank's obligations rights under this Agreement to the other parties to this Agreement shall remain unchanged, such Bank shall remain solely responsible for the performance thereof, and such Bank 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 Banksthis Section 14.10, and the Administrative Agent shall continue have no obligation or responsibility to deal solely and directly with such Bank in connection with participant. Any party to which such Bank's rights and obligations under this Agreement. However, any Participant that is an affiliate of any Bank a participation has been granted shall have the right benefits of Section 3.6 and Section 11.3 hereof but shall not be entitled to deal directly with receive any other Bank and Borrower greater payment under either such Section than the Lender granting such participation would have been entitled to receive with respect to the rights transferred. Any agreement pursuant to which any matter Lender may grant such a participating interest shall provide that is such Lender shall retain the subject sole right and responsibility to enforce the obligations of the Borrowers hereunder including, without limitation, the right to approve any amendment or modification or waiver of any provision of this Agreement, and Banks and Borrower ; provided that such participation agreement may provide that such Lender will not agree to deal directly with any modification, amendment or waiver of this Agreement that would (A) increase the Revolving Credit Commitment of such affiliate Participant(sLender 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 on any 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 14.10 any financial or other information pertaining to the Borrowers, subject to Section 14.21 hereof. 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 interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided, however, provided that each Bank needs no Lender shall have any obligation to deal only with other Banks disclose all or any portion of the Participant Register (and not such other Banks' affiliate Participant(s)), in those matters in which including the consent identity of any one Participant or more Banks any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is requirednecessary 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 rights set forth entries in the immediately preceding sentence Participant Register shall apply only to Participants that are affiliates of any Bankbe 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 Bank. 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 Banks 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 Bank under this Agreement, any Note or any Standby L/C or participation in any Standby L/C.Register.
Appears in 2 contracts
Samples: Multicurrency Credit Agreement (Gallagher Arthur J & Co), 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 Bank may, in the ordinary course of its commercial banking business Loans made and Reimbursement Obligations and/or Revolving Credit Commitment and/or participations in accordance with applicable law, Swing Loans held by such Lender at any time sell and from time to time to one or more banks or Persons (other financial institutions ("Participants") participating interests in any Revolving Credit Loan owing to such Bank, any Note held by such Bank, any interest (including any Reimbursement Obligation) in any Standby L/C with respect to such Bank, any Revolving Credit Loan Commitment of such Bank, than a natural Person or any other interest of such Bank hereunder; provided, however, that upon the sale Borrower or Guarantor or any Affiliates or Subsidiaries of any participating interest the selling Bank shall provide promptly to Borrower and Agent notice of such saleor any Guarantor) (each, a “Participant”); and provided further, however, that no Participant's consent such participation shall be required to approve relieve any amendments, waivers or other modifications of this Agreement or Lender of any document contemplated by of its obligations under this Agreement, and provided further that no participation agreement such participant shall provide have any Participant with such rights. In the event of any such sale by a Bank of participating interests to a Participant, such Bank's obligations rights under this Agreement to the other parties to this Agreement shall remain unchanged, such Bank shall remain solely responsible for the performance thereof, and such Bank 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 Banksthis Section 14.10, and the Administrative Agent shall continue have no obligation or responsibility to deal solely and directly with such Bank in connection with participant. Any party to which such Bank's rights and obligations under this Agreement. However, any Participant that is an affiliate of any Bank a participation has been granted shall have the right benefits of Section 3.6 and Section 11.3 hereof but shall not be entitled to deal directly with receive any other Bank and Borrower greater payment under either such Section than the Lender granting such participation would have been entitled to receive with respect to the rights transferred. Any agreement pursuant to which any matter Lender may grant such a participating interest shall provide that is such Lender shall retain the subject sole right and responsibility to enforce the obligations of the Borrowers hereunder including, without limitation, the right to approve any amendment or modification or waiver of any provision of this Agreement, and Banks and Borrower ; provided that such participation agreement may provide that such Lender will not agree to deal directly with any modification, amendment or waiver of this Agreement that would (A) increase the Revolving Credit Commitment of such affiliate Participant(sLender 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 on any 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 14.10 any financial or other information pertaining to the Borrowers, subject to Section 14.21 hereof. 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, however, provided that each Bank needs no Lender shall have any obligation to deal only with other Banks disclose all or any portion of the Participant Register (and not such other Banks' affiliate Participant(s)), in those matters in which including the consent identity of any one Participant or more Banks any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is requirednecessary 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 rights set forth entries in the immediately preceding sentence Participant Register shall apply only to Participants that are affiliates of any Bankbe 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 Bank. 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 Banks 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 Bank under this Agreement, any Note or any Standby L/C or participation in any Standby L/C.Register.
Appears in 2 contracts
Samples: Credit Agreement (Arthur J. Gallagher & Co.), Multicurrency Credit Agreement (Gallagher Arthur J & Co)
Participants. (a) Any Bank 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 banks Lenders or other financial institutions ("Participants") participating interests in any Revolving Credit Loan owing to such BankLender, any Note held by such BankLender, any interest (including any Reimbursement Obligation) in any Standby Facility L/C with respect to such BankLender, any Revolving Credit Loan Commitment of such BankLender, or any other interest of such Bank Lender hereunder; provided, however, that upon the sale of any participating interest the selling Bank Lender shall provide promptly to Borrower and Agent notice of such salesale together with payment of a $3,500 processing and recording fee; 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 Bank Lender of participating interests to a Participant, such BankLender's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Bank Lender shall remain solely responsible for the performance thereof, and such Bank 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 BanksLenders, and Agent shall continue to deal solely and directly with such Bank Lender in connection with such BankLender's rights and obligations under this Agreement. However, any Participant that is an affiliate of any Bank Lender shall have the right to deal directly with any other Bank Lender and Borrower with respect to any matter that is the subject of this Agreement, and Banks Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Bank Lender needs to deal only with other Banks Lenders (and not such other BanksLenders' affiliate Participant(s)), in those matters in which the consent of any one or more Banks Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any BankLender, and such rights do not apply to any Participants that are not affiliates of any BankLender. 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 Banks 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 Bank Lender under this Agreement, any Note or any Standby Facility L/C or participation in any Standby Facility L/C.
Appears in 2 contracts
Samples: Credit Agreement (M I Homes Inc), Credit Agreement (M I Homes Inc)
Participants. (a) Any Bank may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more banks or other financial institutions ("Participants") participating interests in any Revolving Credit Loan owing to such Bank, any Note held by such Bank, any interest (including any Reimbursement Obligation) in any Standby L/C with respect to such Bank, any Revolving Credit Loan Commitment of such Bank, or any other interest of such Bank hereunder; provided, however, that upon the sale of any participating interest the selling Bank shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that 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 Bank of participating interests to a Participant, such Bank's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Bank shall remain solely responsible for the performance thereof, and such Bank 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 Banks, and Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement. However, any Participant that is an affiliate of any Bank shall have the right to deal directly with any other Bank and Borrower with respect to any matter that is the subject of this Agreement, and Banks and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Bank needs to deal only with other Banks (and not such other Banks' affiliate Participant(s)), in those matters in which the consent of any one or more Banks is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Bank, and such rights do not apply to any Participants that are not affiliates of any Bank. 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 Banks 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 Bank under this Agreement, any Note or any Standby L/C or participation in any Standby L/C.amounts
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 Bank 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 banks or other financial institutions Persons ("Participants") participating interests in any Revolving Credit Loan owing to such Bankother than a natural Person, any Note held by such Bank, any interest (including any Reimbursement Obligation) in any Standby L/C with respect to such Bank, any Revolving Credit Loan Commitment of such Bank, the Borrower or any other interest Guarantor or any Affiliate or Subsidiary of the Borrower or any Guarantor); provided that no such Bank hereunder; provided, however, that upon the sale participation shall relieve any Lender of any participating interest the selling Bank shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that 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 Bank of participating interests to a Participant, such Bank's its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Bank shall remain solely responsible for the performance thereof, and such Bank 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 Banksright to approve any amendment, and Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement. However, any Participant that is an affiliate modification or waiver of any Bank 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 right benefits of Section 1.9 and Section 10.2 hereof; provided that such participant agrees to deal directly with be subject to Section 13.1 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the 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, Letters of Credit or its other Bank 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 Banks and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Bank needs to deal only with other Banks (and not such other Banks' affiliate Participant(s)), in those matters in which the consent of any one or more Banks 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 Bankbe 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 Bank. 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 Banks 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 Bank under this Agreement, any Note or any Standby L/C or participation in any Standby L/C.Register.
Appears in 1 contract
Samples: Credit Agreement (StoneX Group 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 Bank 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 banks or other financial institutions Persons ("Participants") participating interests in any Revolving Credit Loan owing to such Bankother than a natural Person, any Note held by such Bank, any interest (including any Reimbursement Obligation) in any Standby L/C with respect to such Bank, any Revolving Credit Loan Commitment of such Bank, the Borrower or any other interest Guarantor or any Affiliate or Subsidiary of the Borrower or any Guarantor); provided that no such Bank hereunder; provided, however, that upon the sale participation shall relieve any Lender of any participating interest the selling Bank shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that 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 Bank of participating interests to a Participant, such Bank's its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Bank shall remain solely responsible for the performance thereof, and such Bank 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 Banksright to approve any amendment, and Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement. However, any Participant that is an affiliate modification or waiver of any Bank 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 right benefits of Section 1.9 and Section 10.3 hereof. 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 obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to deal directly with 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, Letters of Credit or its other Bank 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 Banks and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Bank needs to deal only with other Banks (and not such other Banks' affiliate Participant(s)), in those matters in which the consent of any one or more Banks 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 Bankbe 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 Bank. 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 Banks 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 Bank under this Agreement, any Note or any Standby L/C or participation in any Standby L/C.Register.
Appears in 1 contract
Samples: Credit Agreement (Intl Fcstone Inc.)
Participants. (a) Any Bank may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more banks or other financial institutions ("ParticipantsPARTICIPANTS") participating interests in any Revolving Credit Loan owing to such Bank, any Note held by such Bank, any interest (including any Reimbursement Obligation) in any Standby L/C with respect to such Bank, any Revolving Credit Loan Commitment of such Bank, or any other interest of such Bank hereunder; provided, however, that upon the sale of any participating interest the selling Bank shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that 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 Bank of participating interests to a Participant, such Bank's -76- 82 obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Bank shall remain solely responsible for the performance thereof, and such Bank 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 Banks, and Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement. However, any Participant that is an affiliate of any Bank shall have the right to deal directly with any other Bank and Borrower with respect to any matter that is the subject of this Agreement, and Banks and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Bank needs to deal only with other Banks (and not such other Banks' affiliate Participant(s)), in those matters in which the consent of any one or more Banks is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Bank, and such rights do not apply to any Participants that are not affiliates of any Bank. 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 Banks 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 Bank under this Agreement, any Note or any Standby L/C or participation in any Standby L/C.
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 Bank 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 banks 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 Borrowers 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 Bank, any Note held by such Bank, any interest (including any Reimbursement Obligation) in any Standby L/C with respect to such Bank, any Revolving Credit Loan Commitment of such Bank, or any other interest (B) reduce the amount of such Bank hereunder; provided, however, that upon or postpone the sale date for payment of any participating principal of or interest the selling Bank shall provide promptly to Borrower and Agent notice of such sale; and provided furtheron any Loan, however, that 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 (if any) for any of the Borrowers’ 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 Bank of participating interests to a Participant, such Bank's obligations rights under this Agreement to the other parties to this Agreement shall remain unchanged, such Bank shall remain solely responsible for the performance thereof, and such Bank 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 Banksthis Section 11.15, and the Agent shall continue have no obligation or responsibility to deal solely and directly with such Bank 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 Bank's rights and obligations under this Agreement. However, any Participant that is an affiliate of any Bank 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 greater payment under any such Section than the Bank and Borrower granting such participation or assignment would have been entitled to receive with respect to any matter that is the subject of this Agreement, and Banks and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Bank needs to deal only with other Banks (and not such other Banks' affiliate Participant(s)), in those matters in which the consent of any one or more Banks is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Bank, and such rights do not apply to any Participants that are not affiliates of any Bank. 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 Banks 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 Bank under this Agreement, any Note or any Standby L/C or participation in any Standby L/C.transferred.
Appears in 1 contract
Participants. (a) Any Bank may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more banks or other financial institutions ("ParticipantsPARTICIPANTS") participating interests in any Revolving Credit Loan owing to such Bank, any Note held by such Bank, any interest (including any Reimbursement Obligation) in any Standby Facility L/C with respect to such Bank, any Revolving Credit Loan Commitment of such Bank, or any other interest of such Bank hereunder; provided, however, that upon the sale of any participating interest the selling Bank 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 Bank of participating interests to a Participant, such Bank's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Bank shall remain solely responsible for the performance thereof, and such Bank 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 Banks, and Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement. However, any Participant that is an affiliate of any Bank shall have the right to deal directly with any other Bank and Borrower with respect to any matter that is the subject of this Agreement, and Banks and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Bank needs to deal only with other Banks (and not such other Banks' affiliate Participant(s)), in those matters in which the consent of any one or more Banks is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Bank, and such rights do not apply to any Participants that are not affiliates of any Bank. 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 Banks 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 Bank under this Agreement, any Note or any Standby Facility L/C or participation in any Standby Facility L/C.
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 Bank 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 banks or other financial institutions Persons ("Participants") participating interests in any Revolving Credit Loan owing to such Bankother than a natural Person, any Note held by such Bank, any interest (including any Reimbursement Obligation) in any Standby L/C with respect to such Bank, any Revolving Credit Loan Commitment of such Bank, the Borrower or any other interest Guarantor or any Affiliate or Subsidiary of the Borrower or any Guarantor); provided that no such Bank hereunder; provided, however, that upon the sale participation shall relieve any Lender of any participating interest the selling Bank shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that 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 Bank of participating interests to a Participant, such Bank's its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Bank shall remain solely responsible for the performance thereof, and such Bank 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 Banksright to approve any amendment, and Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement. However, any Participant that is an affiliate modification or waiver of any Bank 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 right benefits of Section 1.9 and Section 10.2 hereof; provided that such participant agrees to deal directly with be subject to Section 13.1 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the 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, Letters of Credit or its other Bank 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 Banks and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Bank needs to deal only with other Banks (and not such other Banks' affiliate Participant(s)), in those matters in which the consent of any one or more Banks 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 Bankbe 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 107 748271253 as the owner of any Bank. 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 Banks 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 Bank under this Agreement, any Note or any Standby L/C or participation in any Standby L/C.Register.
Appears in 1 contract
Samples: Credit Agreement (StoneX Group Inc.)
Participants. (a) Any Bank may, in the ordinary course of its commercial banking business and in accordance with applicable law, Lender may at any time time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural Person, or more banks a holding company, investment vehicle or other financial institutions trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) ("Participants") participating interests in any Revolving Credit Loan owing to such Bankeach, any Note held by such Bank, any interest (including any Reimbursement Obligationa “Participant”) in any Standby L/C with respect to such Bank, any Revolving Credit Loan Commitment all or a portion of such Bank, or any other interest of such Bank hereunder; provided, however, that upon the sale of any participating interest the selling Bank shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that 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 Bank of participating interests to a Participant, such Bank's Lender’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 Bank Lender shall remain solely responsible to the other parties hereto for the performance thereofof such obligations, and such Bank shall remain (iii) the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, the other Banks, Administrative Agent and Agent Lenders shall continue to deal solely and directly with such Bank Lender in connection with such Bank's Lender’s rights and obligations under this Agreement. However, and (iv) no participation shall be sold to a Defaulting Lender, any Participant that is an affiliate natural person or any Disqualified Lender. For the avoidance of any Bank doubt, each Lender shall have be responsible for the right to deal directly with any other Bank and Borrower indemnity under Section 10.6 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 Banks and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Bank needs to deal only with other Banks (and not such other Banks' affiliate Participant(s)), in those matters in which without the consent of the Participant, agree to any one amendment, modification or more Banks waiver described in the proviso of Section 12.13 that affects such Participant. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 1.11 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.16 as though it were a Lender; provided that such Participant agrees to be subject to Section 12.7 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the 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, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is requirednecessary 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 rights set forth entries in the immediately preceding sentence Participant Register shall apply only to Participants that are affiliates of any Bankbe 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 Bank. 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 Banks 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 Bank under this Agreement, any Note or any Standby L/C or participation in any Standby L/C.Register.
Appears in 1 contract
Samples: Credit Agreement (StoneX Group 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 Bank 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 banks or other financial institutions ("Participants") participating interests in Persons; provided that no such participation shall relieve any Revolving Credit Loan owing to such Bank, any Note held by such Bank, any interest (including any Reimbursement Obligation) in any Standby L/C with respect to such Bank, any Revolving Credit Loan Commitment of such Bank, or any other interest of such Bank hereunder; provided, however, that upon the sale Lender of any participating interest the selling Bank shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that 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 Bank of participating interests to a Participant, such Bank's its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Bank shall remain solely responsible for the performance thereof, and such Bank 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 Banksright to approve any amendment, and Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement. However, any Participant that is an affiliate modification or waiver of any Bank 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 right benefits of Section 1.9 and Section 10.3 hereof. 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 obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to deal directly with 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 Bank 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 Banks and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Bank needs to deal only with other Banks (and not such other Banks' affiliate Participant(s)), in those matters in which the consent of any one or more Banks 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 Bankbe 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 Bank. 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 Banks 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 Bank under this Agreement, any Note or any Standby L/C or participation in any Standby L/C.Register.
Appears in 1 contract
Samples: Credit Agreement (Intl Fcstone Inc.)
Participants. (a) Any Bank may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more banks or other financial institutions ("Participants") participating interests in any Revolving Credit Loan owing to such Bank, any Note held by such Bank, any interest (including any Reimbursement Obligation) in any Standby L/C with respect to such Bank, any Revolving Credit Loan Commitment of such Bank, or any other interest of such Bank hereunder; provided, however, that upon the sale of any participating interest the selling Bank shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that 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 Bank of participating interests to a Participant, such Bank's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Bank shall remain solely responsible for the performance thereof, and such Bank 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 Banks, and Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement. However, any Participant that is an affiliate of any Each Bank 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 Revolving Credit Commitment and participations in L/Cs, Bond L/Cs, Bond Reimbursement Obligations and Reimbursement Obligations held, by such Bank at any time 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 other Persons; provided that no such participation shall relieve any Bank and Borrower with respect to of any matter that is the subject of its obligations under this Agreement, and Banks any agreement pursuant to which such participation or assignment of a Note or the rights thereunder is granted shall provide that the granting Lender shall retain the sole right and Borrower 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 to deal directly with such affiliate Participant(s); provided, however, that each Bank needs to deal only with other Banks (and not such other Banks' affiliate Participant(s)), in those matters in which without the consent of such participant or assignee to any one modification, amendment or more Banks is required. The rights set forth in waiver of this Agreement that would (A) increase any Revolving Credit Commitment of such Lender, or (B) reduce the immediately preceding sentence shall apply only to Participants that are affiliates amount of or postpone the date for payment of any Bankprincipal of or interest on any Loan, Bond Reimbursement Obligation or Reimbursement Obligation or of any fee 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 such assignee or participant shall have any rights do not apply to any Participants that are not affiliates of any Bank. Borrower agrees that if amounts outstanding under this Agreement or except as provided in this Section 11.15, and the Notes are due and unpaid, or Agent shall have no obligation or responsibility to such 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 a participation or assignment has been declared or granted shall have become due the benefits of Section 1.10, Section 9.3 and payable upon Section 9.4 hereof but shall not be entitled to receive any greater payment under any such Section than the occurrence of a Default Bank granting such participation or an Event of Default, each Participant shall be deemed assignment would have been entitled to have the right of set-off provided to Banks in this Agreement in receive with 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 Bank under this Agreement, any Note or any Standby L/C or participation in any Standby L/C.rights transferred.
Appears in 1 contract
Participants. (a) Any Bank may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more banks or other financial institutions ("ParticipantsPARTICIPANTS") participating interests in any Revolving Credit Loan owing to such Bank, any Note held by such Bank, any interest (including any Reimbursement Obligation) in any Standby L/C with respect to such Bank, any Revolving Credit Loan Commitment of such Bank, or any other interest of such Bank hereunder; provided, however, that upon the sale of any participating interest the selling Bank shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that 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 Bank of participating interests to a Participant, such Bank's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Bank shall remain solely responsible for the performance thereof, and such Bank 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 Banks, and Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement. However, any Participant that is an affiliate of any Bank shall have the right to deal directly with any other Bank and Borrower with respect to any matter that is the subject of this Agreement, and Banks and Borrower agree to deal directly with such affiliate Participant(s); provided, 84 however, that each Bank needs to deal only with other Banks (and not such other Banks' affiliate Participant(s)), in those matters in which the consent of any one or more Banks is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Bank, and such rights do not apply to any Participants that are not affiliates of any Bank. 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 Banks 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 Bank under this Agreement, any Note or any Standby L/C or participation in any Standby L/C.
Appears in 1 contract
Participants. (a) Any Bank mayFollowing the Closing Date, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time each Lender may sell participations to one or more banks banks, financial institutions or other financial institutions Persons ("Participants") participating interests in other than natural persons, Borrower or any Revolving Credit Loan owing to such Bank, any Note held by such Bank, any interest (including any Reimbursement Obligationof Borrower’s Affiliates or Subsidiaries) in any Standby L/C with respect to such Bank, any Revolving Credit Loan Commitment all or a portion of such Bank, or any other interest of such Bank hereunder; provided, however, that upon the sale of any participating interest the selling Bank shall provide promptly to Borrower its rights and Agent notice of such sale; and provided further, however, that 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 Bank of participating interests to a Participant, such Bank's obligations under this Agreement without the consent of the Borrower, the Administrative Agent or any other Person; provided that, the participant shall not become a Lender (but shall, pursuant to the other parties terms of the sale of such participation, be obligated to comply with Section 13.30 hereof as if the participant were a Lender) and (i) such Lender’s obligations under this Agreement (including its Commitment) shall remain unchanged, (ii) such Bank Lender shall remain solely responsible to the Borrower for the performance thereofof such obligations, and such Bank shall remain (iii) the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, the other Banks, and Agent Borrower shall continue to deal solely and directly with such Bank Lender in connection with such Bank's Xxxxxx’s rights and obligations under this Agreement. However, (iv) no participant shall have any Participant that is an affiliate right to approve any amendment or waiver of any Bank shall have the right to deal directly with any other Bank and Borrower with respect to any matter that is the subject provision of this Agreement, and Banks and Borrower or any consent to any departure by any Person therefrom, except that such agreement may provide that such Lender will not agree to deal directly with any modification, amendment or waiver of the Credit Documents, without such affiliate Participant(s); provided, howeverparticipant’s consent, that each Bank needs would (a) increase the Commitments of such participant, (b) reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest (provided that, no participant’s consent shall be required for the rescission of any default interest imposed pursuant to deal only with other Banks (and not such other Banks' affiliate Participant(s)Section 2.8), in those matters in which or (c) release all or substantially all of the consent Collateral or value of any one or more Banks is required. The rights set forth the Guarantees (except as otherwise provided for in the immediately preceding sentence shall apply only to Participants that are affiliates of any BankCredit Documents), and such rights do not apply to any Participants that are not affiliates for the avoidance of any Bank. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaiddoubt, or no participant shall have any rights with respect to waivers of defaults or Events of Default and (v) any participation shall be in a pro rata proportion of such Lenders’ rights and obligations with respect to all of the Loans and Commitments held by such Lender. Any party to which such a participation has been declared or granted shall have become due the benefits of Section 2.10 and payable upon Section 11.3 hereof except that any amount paid to such party under either such section shall not exceed the occurrence amount that would have been paid to such Lender in such circumstance. Any party to which such a participation has been granted shall have the benefits and requirements of a Default or an Event of Default, each Participant Sections 13.1 through 13.10 (it being understood that the documentation required under Section 13.5 shall be deemed delivered to have the right of set-off provided to Banks 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 it were a Lender and had acquired its interest by assignment pursuant to Section 13.18; provided that such party shall not be entitled to receive any greater payment under Sections 13.1 through 13.8 with respect to any participation than its participating interests were owing directly Lender would have been entitled to it receive. The Borrower authorizes each Lender to disclose to any participant or prospective participant under this Section 13.17 any financial or other information pertaining to the Borrower or any Subsidiary, subject to the provisions of Section 13.30 hereof. Each Lender that sells a participation shall, acting solely for this purpose as a Bank “non-fiduciary” agent of the Borrower and each other Obligor, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under this Agreementthe Credit Documents (the “Participant Register”); provided that, no Lender shall have any Note obligation to disclose all or any Standby 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 Standby L/C.commitments, loans, letters of credit or its other obligations under any Credit 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 and Section 1.163-5(b)(1) of the proposed 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 and Guaranty Agreement (Greenbacker Renewable Energy Co LLC)
Participants. (a) Any Bank may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more banks or other financial institutions ("ParticipantsPARTICIPANTS") participating interests in any Revolving Credit Loan or Seasonal Loan owing to such Bank, any Note held by such Bank, any interest (including any Reimbursement Obligation) in any Standby L/C with respect to such Bank, any Revolving Credit Commitment of such Bank, any Seasonal Loan Commitment of such Bank, or any other interest of such Bank hereunder; provided, however, that upon the sale of any participating interest the selling Bank shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that 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 Bank of participating interests to a Participant, such Bank's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Bank shall remain solely responsible for the performance thereof, and such Bank 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 Banks, and Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement. However, any Participant that is an affiliate of any Bank shall have the right to deal directly with any other Bank and Borrower with respect to any matter that is the subject of this Agreement, and Banks and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Bank needs to deal only with other Banks (and not such other Banks' affiliate Participant(s)), in those matters in which the consent of any one or more Banks is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Bank, and such rights do not apply to any Participants that are not affiliates of any Bank. 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 Banks 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 Bank under this Agreement, any Note or any Standby L/C or participation in any Standby L/C.of
Appears in 1 contract
Participants. (a) Any Bank may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more banks or other financial institutions ("Participants") participating interests in any Revolving Credit Loan owing to such Bank, any Note held by such Bank, any interest (including any Reimbursement Obligation) in any Standby L/C with respect to such Bank, any Revolving Credit Loan Commitment of such Bank, or any other interest of such Bank hereunder; provided, however, that upon the sale of any participating interest the selling Bank shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that 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 Bank of participating interests to a Participant, such Bank's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Bank shall remain solely responsible for the performance thereof, and such Bank 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 Banks, and Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement. However, any Participant that is an affiliate of any Each Bank 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 Commitments and/or participations in Swing Loans held by such Bank 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 Bank and Borrower with respect to of any matter that is the subject of its obligations under this Agreement, and Banks and Borrower agree to deal directly with provided further that no such affiliate Participant(s); provided, however, that each Bank needs to deal only with other Banks (and not such other Banks' affiliate Participant(s)), in those matters in which the consent of participant shall have any one or more Banks is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Bank, and such rights do not apply to any Participants that are not affiliates of any Bank. 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 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 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 a participating interest shall provide that such Bank 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 Bank will not agree to Banks in any modification, amendment or waiver of this Agreement in respect that would (A) increase any Commitment of its participating such Bank 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 Bank 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 Bank under this Agreement, any Note or any Standby L/C or participation in any Standby L/C.Section 14.21 hereof.
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