Common use of Sale of Participations Clause in Contracts

Sale of Participations. Each Borrower acknowledges each Lender may sell participations to one or more banks or other entities in all or a portion of its rights and obligations under this Financing Agreement (including, without limitation, all or a portion of its Revolving Credit Commitment, the Revolving Credit Loans owing to it, and the Revolving Credit Note(s) held by it); provided, however, that: (a) any such Lender's obligations under this Financing Agreement (including, without limitation, its Revolving Credit Commitment hereunder) shall remain unchanged, and (b) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (c) such Lender shall remain the holder of any such Revolving Credit Note(s) executed to its order hereunder for all purposes of this Financing Agreement, and (d) each Borrower, the Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Financing Agreement. Each Borrower further acknowledges that in doing so, the Lenders may grant to such participants certain rights which would require the participant's consent to certain waivers, amendments and other actions with respect to the provisions of this Financing Agreement. Each Obligor authorizes each Lender to disclose to any participant or purchasing lender (each, a "Transferee") and any prospective Transferee any and all financial information in such Lender's possession concerning such Obligor and their respective affiliates which has been delivered to such Lender by or on behalf of an Obligor pursuant to this Financing Agreement or which has been delivered to such Lender by or on behalf of an Obligor in connection with such Lender's credit evaluation of an Obligor and its affiliates prior to entering into this Financing Agreement.

Sale of Participations. Each Borrower acknowledges each Lender may sell participations to one or more banks Persons (other than Borrower or other entities an Affiliate of Borrower) in all or a portion of its rights and obligations under this Financing Agreement (including, without limitation, including all or a portion of its Revolving Credit Commitment, the Revolving Credit Loans owing to it, Commitment and the Revolving Credit Note(s) held by itits Loans); provided, however, that: that (ai) any such Lender's obligations under this Financing Agreement (including, without limitation, its Revolving Credit Commitment hereunder) shall remain unchanged, and (bii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (ciii) the participant shall be entitled to the benefit of the yield protection provisions contained in Section 17 and the right of setoff contained in Section 15.3.3, (iv) the amount of the participation shall be in a minimum amount of $5,000,000 or such lesser amount which constitutes such Lender's entire Commitment, provided, however, that no such minimum amount shall apply to participations between any of Lenders or between any Lender shall remain the holder and any of any such Revolving Credit Note(s) executed to its order hereunder for all purposes of this Financing Agreement, Affiliates; and (dv) each Borrower, the Agent and the other Lenders and Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Financing Agreement. Each , and such Lender shall retain the sole right to enforce the obligations of Borrower further acknowledges relating to its Loans, its Notes and its funding of Advances and to approve any amendment, modification, or waiver of any provision of this Agreement, provided, however, that in doing sothe approval of a participant of a Lender may be required only for amendments, modifications, or waivers that (a) forgive the amount of principal of the Loans, (b) reduce the Eurodollar Revolving Margin, the Lenders may grant to Eurodollar Term Margin, the Base Rate Revolving Margin, the Base Rate Term Margin, or reduce the Revolving Loan Unused Fee, or (c) extend the Revolving Loan Maturity Date or extend the Term Loan Maturity Date. The Lender selling a participation shall, within two (2) Business Days of its effectiveness, provide written notice of such participants certain rights which would require the participant's consent to certain waivers, amendments and other actions with respect event to the Administrative Agent. Notwithstanding the foregoing provisions of this Financing Agreement. Each Obligor authorizes each Lender Section, the sale of any such participations which require Borrower to disclose to file a registration statement with the SEC or under the securities Laws of any participant or purchasing lender (each, a "Transferee") and any prospective Transferee any and all financial information in such Lender's possession concerning such Obligor and their respective affiliates which has been delivered to such Lender by or on behalf of an Obligor pursuant to this Financing Agreement or which has been delivered to such Lender by or on behalf of an Obligor in connection with such Lender's credit evaluation of an Obligor and its affiliates prior to entering into this Financing Agreementstate shall not be permitted.

Sale of Participations. Each Borrower acknowledges each Lender may sell participations to one or more banks Persons (other than Borrower or other entities an Affiliate of Borrower) in all or a portion of its rights and obligations under this Financing Agreement (including, without limitation, including all or a portion of its Revolving Credit Commitment, the Revolving Credit Loans owing to it, Commitment and the Revolving Credit Note(s) held by itits Loans); provided, however, that: that (ai) any such Lender's ’s obligations under this Financing Agreement (including, without limitation, its Revolving Credit Commitment hereunder) shall remain unchanged, and (bii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (ciii) the participant shall be entitled to the benefit of the yield protection provisions contained in Section 17 and the right of setoff contained in Section 15.3.3, (iv) the amount of the participation shall be in a minimum amount of $5,000,000 or such lesser amount which constitutes such Lender’s entire Commitment, provided, however, that no such minimum amount shall apply to participations between any of Lenders or between any Lender shall remain the holder and any of any such Revolving Credit Note(s) executed to its order hereunder for all purposes of this Financing Agreement, Affiliates; and (dv) each Borrower, the Agent and the other Lenders and Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's ’s rights and obligations under this Financing Agreement, and such Lender shall retain the sole right to enforce the obligations of Borrower relating to its Loans, its Notes and its funding of Advances and to approve any amendment, modification, or waiver of any provision of this Agreement, provided, however, that the approval of a participant of a Lender may be required only for amendments, modifications, or waivers that (a) forgive the amount of principal of the Loans, (b) reduce the LIBOR Margin or the Base Rate Margin or reduce the Revolving Loan Unused Fee, or (c) extend the Revolving Loan Maturity Date. Each Borrower further acknowledges that in doing soThe Lender selling a participation shall, the Lenders may grant to within two (2) Business Days of its effectiveness, provide written notice of such participants certain rights which would require the participant's consent to certain waivers, amendments and other actions with respect event to the Administrative Agent. Notwithstanding the foregoing provisions of this Financing Agreement. Each Obligor authorizes each Lender Section, the sale of any such participations which require Borrower to disclose to file a registration statement with the SEC or under the securities Laws of any participant or purchasing lender (each, a "Transferee") and any prospective Transferee any and all financial information in such Lender's possession concerning such Obligor and their respective affiliates which has been delivered to such Lender by or on behalf of an Obligor pursuant to this Financing Agreement or which has been delivered to such Lender by or on behalf of an Obligor in connection with such Lender's credit evaluation of an Obligor and its affiliates prior to entering into this Financing Agreementstate shall not be permitted.

Sale of Participations. Each Borrower acknowledges each Lender may without the consent of the Borrower or the Administrative Agent sell participations to one or more banks Lenders, financial institutions or other entities in all or a portion of its rights and obligations under this Financing Agreement (including, without limitation, including all or a portion of its Revolving Credit Commitment, Loan Commitment and the same portion of the Revolving Credit Loans owing to itLender and the Revolving Note held by it and/or its Term Loan Commitment, and the Revolving Credit Note(s) same portion of the Term Loan at the time owing to it and the Term Note held by it); providedPROVIDED, howeverHOWEVER, that: that (ai) any such Lender's obligations under this Financing Agreement (including, without limitation, its Revolving Credit Commitment hereunder) shall remain unchanged, and ; (bii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; (iii) the participating Lenders, financial institutions or other entities shall be entitled to the benefit of the cost protection provisions contained in this Agreement only to the extent the Lender or Lenders selling a participation to them are entitled thereto; (civ) such Lender shall remain the holder of any such Revolving Credit Note(s) executed to its order hereunder for all purposes of this Financing Agreement, and (d) each Borrower, the Administrative Agent, the Documentation Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights rights, interests and obligations under this Financing Agreement. Each , and such Lender shall retain the sole right to enforce the obligations of Borrower further acknowledges that in doing so, the Lenders may grant to such participants certain rights which would require the participant's consent to certain waivers, amendments and other actions with respect relating to the provisions Loans and to approve any amendment, modification or waiver of any provision of this Financing AgreementAgreement (other than amendments, modifications or waivers decreasing any Fees payable hereunder or the amount of principal of or the rate at which interest is payable on the Loans, extending any scheduled principal payment date or date fixed for the payment of interest or other amounts on the Loans or changing or extending the Commitments or Section 2.6. Each Obligor authorizes each Lender to disclose hereof) and (v) such participation shall not result in increased costs to any participant or purchasing lender (each, a "Transferee") and any prospective Transferee any and all financial information in Credit Party by virtue of the sale of such Lender's possession concerning such Obligor and their respective affiliates which has been delivered to such Lender by or on behalf of an Obligor pursuant to this Financing Agreement or which has been delivered to such Lender by or on behalf of an Obligor in connection with such Lender's credit evaluation of an Obligor and its affiliates prior to entering into this Financing Agreementparticipation.

Sale of Participations. Each The Borrower acknowledges each Lender may sell participations to one or more banks or other entities in all or a portion of its rights and obligations under this Financing Agreement (including, without limitation, all or a portion of its Revolving Credit Commitment, the Revolving Credit Loans owing to it, and the Revolving Credit Note(s) held by it); providedPROVIDED, howeverHOWEVER, that: (a) any such Lender's obligations under this Financing Agreement (including, without limitation, its Revolving Credit Commitment hereunder) shall remain unchanged, and (b) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (c) such Lender shall remain the holder of any such Revolving Credit Note(s) Note executed to its order hereunder for all purposes of this Financing Agreement, and (d) each the Borrower, the Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Financing Agreement. Each The Borrower further acknowledges that in doing so, the Lenders may grant to such participants certain rights which would require the participant's consent to certain waivers, amendments and other actions with respect to the provisions of this Financing Agreement. Each Obligor authorizes each Lender to disclose to any participant or purchasing lender (each, a "Transferee") and any prospective Transferee any and all financial information in such Lender's possession concerning such Obligor and their respective affiliates which has been delivered to such Lender by or on behalf of an Obligor pursuant to this Financing Agreement or which has been delivered to such Lender by or on behalf of an Obligor in connection with such Lender's credit evaluation of an Obligor and its affiliates prior to entering into this Financing Agreement.

Sale of Participations. Each Borrower acknowledges each Lender may sell participations to one or more banks Persons (other than Borrower or other entities an Affiliate of Borrower) in all or a portion of its rights and obligations under this Financing Agreement (including, without limitation, including all or a portion of its Revolving Credit Commitment, the Revolving Credit Loans owing to it, Commitment and the Revolving Credit Note(s) held by itits Loans); provided, however, that: that (ai) any such Lender's obligations under this Financing Agreement (including, without limitation, its Revolving Credit Commitment hereunder) shall remain unchanged, and (bii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (ciii) the participant shall be entitled to the benefit of the yield protection provisions contained in Section 17 and the right of setoff contained in Section 15.3.3, (iv) the amount of the participation shall be in a minimum amount of $5,000,000 or such lesser amount which constitutes such Lender's entire Commitment, provided, however, that no such minimum amount shall apply to participations between any of Lenders or between any Lender shall remain the holder and any of any such Revolving Credit Note(s) executed to its order hereunder for all purposes of this Financing Agreement, Affiliates; and (dv) each Borrower, the Agent and the other Lenders and Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Financing Agreement, and such Lender shall retain the sole right to enforce the obligations of Borrower relating to its Loans, its Notes and its funding of Advances and to approve any amendment, modification, or waiver of any provision of this Agreement, provided, however, that the approval of a participant of a Lender may be required only for amendments, modifications, or waivers that (a) forgive the amount of principal of the Loans, (b) reduce the LIBOR Revolving Margin or the Base Rate Revolving Margin, or reduce the Revolving Loan Unused Fee, or (c) extend the Revolving Loan Maturity Date. Each Borrower further acknowledges that in doing soThe Lender selling a participation shall, the Lenders may grant to within two (2) Business Days of its effectiveness, provide written notice of such participants certain rights which would require the participant's consent to certain waivers, amendments and other actions with respect event to the Administrative Agent. Notwithstanding the foregoing provisions of this Financing Agreement. Each Obligor authorizes each Lender Section, the sale of any such participations which require Borrower to disclose to file a registration statement with the SEC or under the securities Laws of any participant or purchasing lender (each, a "Transferee") and any prospective Transferee any and all financial information in such Lender's possession concerning such Obligor and their respective affiliates which has been delivered to such Lender by or on behalf of an Obligor pursuant to this Financing Agreement or which has been delivered to such Lender by or on behalf of an Obligor in connection with such Lender's credit evaluation of an Obligor and its affiliates prior to entering into this Financing Agreementstate shall not be permitted.

Sale of Participations. Each Borrower acknowledges each Any Lender may may, without the consent of the Company, the Administrative Agent, the Issuing Banks or the Swingline Lender, sell participations to one or more banks or other entities (a "Participant") in all or a portion of its such Lender's rights and obligations under this Financing Agreement (including, without limitation, including all or a portion of its Revolving Credit Commitment, Multicurrency Commitment and the Revolving Credit Loans owing to it, and the Revolving Credit Note(s) held by it); provided, however, that: provided that (aA) any such Lender's obligations under this Financing Agreement (including, without limitation, its Revolving Credit Commitment hereunder) shall remain unchanged, and (bB) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (cC) such Lender shall remain the holder of any such Revolving Credit Note(s) executed to its order hereunder for all purposes of this Financing Agreement, and (d) each BorrowerCompany, the Agent Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Financing Agreement and (D) any person that would be a Fee Receiver may not be a Participant, unless such Person is a Permitted Fee Receiver or such Fee Receiver receives the written consent of the Company and the Administrative Agent. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce 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, without the consent of the Participant, agree to any amendment, modification or waiver described in clause (i), (ii), (iii), (iv), (vi), (vii), (viii) or (x) in the first proviso to Section 9.02(b) that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Company agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.18(e) as though it were a Lender. Each Borrower further acknowledges Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant's interest in doing sothe Loans or other obligations under this Agreement (the "Participant Register"). 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 Lenders may grant to Participant Register as the owner of such participants certain rights which would require the participant's consent to certain waivers, amendments and other actions with respect participation for all purposes of this Agreement notwithstanding any notice to the provisions of this Financing Agreement. Each Obligor authorizes each Lender to disclose to any participant or purchasing lender (each, a "Transferee") and any prospective Transferee any and all financial information in such Lender's possession concerning such Obligor and their respective affiliates which has been delivered to such Lender by or on behalf of an Obligor pursuant to this Financing Agreement or which has been delivered to such Lender by or on behalf of an Obligor in connection with such Lender's credit evaluation of an Obligor and its affiliates prior to entering into this Financing Agreementcontrary.

Sale of Participations. Each Borrower acknowledges each Lender may sell participations to one or more banks Persons (other than Borrower or other entities an Affiliate of Borrower) in all or a portion of its rights and obligations under this Financing Agreement (including, without limitation, including all or a portion of its Revolving Credit Commitment, the Revolving Credit Loans owing to it, Commitments and the Revolving Credit Note(s) held by itits Loans); provided, however, that: that (ai) any such Lender's obligations under this Financing Agreement (including, without limitation, its Revolving Credit Commitment hereunder) shall remain unchanged, and (bii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (ciii) the participant shall be entitled to the benefit of the yield protection provisions contained in Section 18 to the same extent as the Lender granting the participation (it being understood that a participant's compensation in any particular instance under Section 18 shall be limited to the amount the Lender granting the participation is entitled to receive at such time in respect of such participated amount) and the right of setoff contained in Section 16.3.3, (iv) the amount of the participation shall be in a minimum amount of $5,000,000 or such lesser amount which constitutes the entire amount of such Lender's Commitments, provided, however, that no such minimum amount shall apply to participations between any of Lenders or between any Lender shall remain the holder and any of any such Revolving Credit Note(s) executed to its order hereunder for all purposes of this Financing Agreement, Affiliates; and (dv) each Borrower, the Agent and the other Lenders and Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Financing Agreement, and such Lender shall retain the sole right to enforce the obligations of Borrower relating to its Loans, its Notes and its funding of Advances and to approve any amendment, modification, or waiver of any provision of this Agreement (other than amendments, modifications, or waivers that (a) decrease the amount of principal of the Loans, (b) reduce the rate at which interest is payable on the Loans, (c) extend the final maturity of the Notes, (d) increase its Commitments if such increase is to be shared by any such Participant), or (e) release any Guarantor. Each Borrower further acknowledges that in doing soNotwithstanding the foregoing, the Lenders may grant sale of any such participations which require Borrower to such participants certain rights which would require file a registration statement with the participant's consent to certain waivers, amendments and other actions with respect to SEC or under the provisions securities Laws of this Financing Agreement. Each Obligor authorizes each Lender to disclose to any participant or purchasing lender (each, a "Transferee") and any prospective Transferee any and all financial information in such Lender's possession concerning such Obligor and their respective affiliates which has been delivered to such Lender by or on behalf of an Obligor pursuant to this Financing Agreement or which has been delivered to such Lender by or on behalf of an Obligor in connection with such Lender's credit evaluation of an Obligor and its affiliates prior to entering into this Financing Agreementstate shall not be permitted.

Sale of Participations. Each Borrower acknowledges each Lender may sell participations to one or more banks or other entities in all or a portion of its rights and obligations under this Financing Agreement (including, without limitation, all or a portion of its Revolving Credit Lender Loan Commitment, the Revolving Credit Loans owing to it, and the Revolving Credit Note(s) held by it); providedPROVIDED, howeverHOWEVER, that: (a) any such Lender's obligations under this Financing Agreement (including, without limitation, its Revolving Credit Lender Loan Commitment hereunder) shall remain unchanged, and (b) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (c) such Lender shall remain the holder of any such Revolving Credit Note(s) executed to its order hereunder for all purposes of this Financing Agreement, and (d) each Borrower, the Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Financing Agreement. Each Borrower further acknowledges that in doing so, the Lenders may grant to such participants certain rights which would require the participant's consent to certain waivers, amendments and other actions with respect to the provisions of this Financing Agreement. Each Obligor authorizes each Lender to disclose to any participant or purchasing lender (each, a "Transferee") and any prospective Transferee any and all financial information in such Lender's possession concerning such Obligor and their respective affiliates which has been delivered to such Lender by or on behalf of an any Obligor pursuant to this Financing Agreement or which has been delivered to such Lender by or on behalf of an any Obligor in connection with such Lender's credit evaluation of an any Obligor and its affiliates prior to entering into this Financing Agreement.

Sale of Participations. Each Borrower acknowledges each Lender may sell participations to one or more banks Persons (other than Borrower or other entities an Affiliate of Borrower) in all or a portion of its rights and obligations under this Financing Agreement (including, without limitation, including all or a portion of its Revolving Credit Commitment, the Revolving Credit Loans owing to it, Commitment and the Revolving Credit Note(s) held by itits Loans); provided, however, that: that (ai) any such Lender's obligations under this Financing Agreement (including, without limitation, its Revolving Credit Commitment hereunder) shall remain unchanged, and (bii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (ciii) the participant shall be entitled to the benefit of the yield protection provisions contained in Section 17 and the right of setoff contained in Section 15.3.3, (iv) the amount of the participation shall be in a minimum amount of $5,000,000 or such lesser amount which constitutes such Lender's entire Commitment, provided, however, that no such minimum amount shall apply to participations between any of Lenders or between any Lender shall remain the holder and any of any such Revolving Credit Note(s) executed to its order hereunder for all purposes of this Financing Agreement, Affiliates; and (dv) each Borrower, the Agent and the other Lenders and Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Financing Agreement, and such Lender shall retain the sole right to enforce the obligations of Borrower relating to its Loans, its Notes and its funding of Advances and to approve any amendment, modification, or waiver of any provision of this Agreement, provided, however, that the approval of a participant of a Lender may be required only for amendments, modifications, or waivers that (a) forgive the amount of principal of the Loans, (b) reduce the Eurodollar Revolving Margin or the Base Rate Revolving Margin or reduce the Revolving Loan Unused Fee, or (c) extend the Revolving Loan Maturity Date. Each Borrower further acknowledges that in doing soThe Lender selling a participation shall, the Lenders may grant to within two (2) Business Days of its effectiveness, provide written notice of such participants certain rights which would require the participant's consent to certain waivers, amendments and other actions with respect event to the Administrative Agent. Notwithstanding the foregoing provisions of this Financing Agreement. Each Obligor authorizes each Lender Section, the sale of any such participations which require Borrower to disclose to file a registration statement with the SEC or under the securities Laws of any participant or purchasing lender (each, a "Transferee") and any prospective Transferee any and all financial information in such Lender's possession concerning such Obligor and their respective affiliates which has been delivered to such Lender by or on behalf of an Obligor pursuant to this Financing Agreement or which has been delivered to such Lender by or on behalf of an Obligor in connection with such Lender's credit evaluation of an Obligor and its affiliates prior to entering into this Financing Agreementstate shall not be permitted.

Sale of Participations. Each Borrower acknowledges each Lender may sell participations to one or more banks or other entities in all or a portion of its rights and obligations under this Financing Agreement (including, without limitation, all or a portion of its Revolving Credit 110 Lender Loan Commitment, the Revolving Credit Loans owing to it, and the Revolving Credit Note(s) held by it); provided, however, that: (a) any such Lender's ’s obligations under this Financing Agreement (including, without limitation, its Revolving Credit Lender Loan Commitment hereunder) shall remain unchanged, and (b) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (c) such Lender shall remain the holder of any such Revolving Credit Note(s) executed to its order hereunder for all purposes of this Financing Agreement, and (d) each Borrower, the Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's ’s rights and obligations under this Financing Agreement. Each Borrower further acknowledges that in doing so, the Lenders may grant to such participants certain rights which would require the participant's ’s consent to certain waivers, amendments and other actions with respect to the provisions of this Financing Agreement. Each Obligor authorizes each Lender to disclose to any participant or purchasing lender (each, a "“Transferee"”) and any prospective Transferee Transferee, in each case, that has agreed to be bound by the confidentiality provisions of Section 15.10 hereof, any and all financial information in such Lender's ’s possession concerning such Obligor and their respective affiliates which has been delivered to such Lender by or on behalf of an any Obligor pursuant to this Financing Agreement or which has been delivered to such Lender by or on behalf of an any Obligor in connection with such Lender's ’s credit evaluation of an any Obligor and its affiliates prior to entering into this Financing Agreement.