Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 and 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No Participant shall be entitled to the benefits of Section 2.16 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 as though it were a Lender.
Appears in 14 contracts
Samples: Credit Agreement (South Carolina Electric & Gas Co), Credit Agreement (South Carolina Electric & Gas Co), Credit Agreement (South Carolina Electric & Gas Co)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 and 2.17 Section 8.4 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant. A Participant shall not be entitled to receive any greater payment under Section 10.1 or Section 10.4 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless except to the extent such entitlement to a greater payment results from a change in law after the sale of the participation to such Participant is made with the Borrower’s prior written consent. No Participant shall be entitled to the benefits of Section 2.16 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 as though it were a Lenderparticipation.
Appears in 10 contracts
Samples: Loan Agreement (Western Digital Corp), Loan Agreement (Western Digital Corp), Loan Agreement (Western Digital Corp)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 and 2.17 Section 2.12 or 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the BorrowerParent’s prior written consent. No A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 2.15 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 2.15(e) as though it were a Lender.
Appears in 10 contracts
Samples: Credit Agreement, Credit Agreement (Teva Pharmaceutical Industries LTD), Credit Agreement (Teva Pharmaceutical Industries LTD)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.14 and 2.16 and 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 as though it were a Lender.
Appears in 9 contracts
Samples: Credit Agreement (Mednax, Inc.), Credit Agreement (Mednax, Inc.), Credit Agreement (Bravo Brio Restaurant Group, Inc.)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 3.10. and 2.17 4.1. than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No A Participant shall not be entitled to the benefits of Section 2.16 3.10. unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowerBorrower and the Administrative Agent, to comply with Section 2.16 3.10.(c) as though it were a Lender.
Appears in 8 contracts
Samples: Credit Agreement (Federal Realty OP LP), Term Loan Agreement (Federal Realty OP LP), Term Loan Agreement (Federal Realty Investment Trust)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 3.10 and 2.17 3.11 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No Participant shall be entitled to the benefits of Section 2.16 3.11 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 3.11(e) as though it were a Lender.
Appears in 8 contracts
Samples: Credit Agreement (Hormel Foods Corp /De/), Term Loan Agreement (Hormel Foods Corp /De/), Credit Agreement
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 5.10 and 2.17 5.11 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No Participant shall be entitled to the benefits of Section 2.16 5.11 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 5.11(e) as though it were a Lender.
Appears in 7 contracts
Samples: Credit Agreement (Orbital Sciences Corp /De/), Credit Agreement (Orbital Sciences Corp /De/), Credit Agreement (Patrick Industries Inc)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections Section 2.14 or 2.16 and 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consentconsent or results from a Change in Law after the sale of such participation. No A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 as though it were a Lender.
Appears in 7 contracts
Samples: Bridge Credit Agreement (Mylan N.V.), Term Credit Agreement (Mylan N.V.), Bridge Credit Agreement (Mylan N.V.)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 2.11 and 2.17 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the BorrowerCompany’s prior written consent. No A Participant that is organized under the laws of a jurisdiction outside of the United States shall not be entitled to the benefits of Section 2.16 2.14 unless the Borrower Company is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowerBorrowers, to comply with Section 2.16 2.14(e) as though it were a Lender.
Appears in 7 contracts
Samples: Credit Agreement (Jabil Inc), Credit Agreement (Jabil Inc), Credit Agreement (Jabil Inc)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 4.10 and 2.17 4.12 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No Participant shall be entitled to the benefits of Section 2.16 4.12 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 4.12(e) as though it were a Lender.
Appears in 7 contracts
Samples: Day Term Loan Agreement (Owens Corning), Credit Agreement (Owens Corning), Term Loan Agreement (Owens Corning)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 3.12 and 2.17 4.1 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless such entitlement to receive a greater payment results from a Regulatory Change that occurs after the Participant acquired the applicable participation or the sale of the participation to such Participant is made with the Borrower’s prior written consent. No A Participant shall not be entitled to the benefits of Section 2.16 3.12 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowerBorrower and the Agent, to comply with Section 2.16 3.12(g) as though it were a Lender.
Appears in 7 contracts
Samples: Term Loan Agreement (Piedmont Office Realty Trust, Inc.), Term Loan Agreement (Piedmont Office Realty Trust, Inc.), Term Loan Agreement (Piedmont Office Realty Trust, Inc.)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 and 2.15 or 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 2.17 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 2.17(e) as though it were a Lender.
Appears in 7 contracts
Samples: Credit Agreement (WPX Energy, Inc.), Credit Agreement (Williams Companies Inc), Credit Agreement (Williams Companies Inc)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.15, 2.16 and or 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No A Participant that would be a Non-U.S. Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 Sections 2.16(d) and (e) as though it were a Lender.
Appears in 6 contracts
Samples: Assignment and Assumption (Symetra Financial CORP), Credit Agreement (Symetra Financial CORP), Credit Agreement (Symetra Financial CORP)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 and 2.15 or 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 2.17 unless the Borrower is Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 2.17(e) as though it were a Lender.
Appears in 6 contracts
Samples: Credit Agreement (Williams Companies Inc), Credit Agreement (Transcontinental Gas Pipe Line Company, LLC), Credit Agreement (Northwest Pipeline Gp)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 and Section 2.15 or 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 2.17 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 2.17(e) as though it were a Lender.
Appears in 6 contracts
Samples: Credit Agreement (Borgwarner Inc), Credit Agreement (Borgwarner Inc), Credit Agreement (Borgwarner Inc)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 2.12 and 2.17 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the BorrowerRayonier’s prior written consent. No A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 2.15 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowerBorrowers, to comply with Section 2.16 2.15(e) as though it were a Lender.
Appears in 5 contracts
Samples: Guarantee Agreement (Rayonier, L.P.), Credit Agreement (Rayonier Inc), Credit Agreement (Rayonier Inc)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 and 2.17 Section 2.10(a) or (b) or Section 2.12 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No Participant shall be entitled to the benefits of Section 2.16 2.10 and 2.12 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 2.12(e) as though it were a Lender.
Appears in 5 contracts
Samples: Credit Agreement (Cracker Barrel Old Country Store, Inc), Credit Agreement (Cracker Barrel Old Country Store, Inc), Credit Agreement (Cracker Barrel Old Country Store, Inc)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 2.17 and 2.17 2.21 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No Participant shall be entitled to the benefits of Section 2.16 2.17 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 2.17 as though it were a Lender.
Appears in 5 contracts
Samples: 364 Day Revolving Credit Agreement (South Jersey Industries Inc), Term Loan Credit Agreement (South Jersey Industries Inc), Term Loan Credit Agreement (South Jersey Industries Inc)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 and 2.17 Section 3.6, Section 3.7 or Section 3.10 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No A Participant shall not be entitled to the benefits of Section 2.16 3.10 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 3.10(f) as though it were a Lender.
Appears in 5 contracts
Samples: Day Credit Agreement (CVS HEALTH Corp), Five Year Credit Agreement (CVS HEALTH Corp), Day Credit Agreement (CVS HEALTH Corp)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 and 2.17 2.12 or 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No A Participant that is organized under the laws of a jurisdiction outside of the United States shall not be entitled to the benefits of Section 2.16 2.15 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 2.15(e) as though it were a Lender.
Appears in 5 contracts
Samples: Term Credit Agreement (Ovintiv Inc.), Credit Agreement (Ovintiv Inc.), Assignment and Assumption (Eastman Chemical Co)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 2.13 and 2.17 2.15, with respect to any participation, than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No Participant shall be entitled except to the benefits of Section 2.16 unless extent that such entitlement to receive a greater payment results from a Change in Law that occurs after the Borrower is notified of Participant acquired the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 as though it were a Lenderapplicable participation.
Appears in 5 contracts
Samples: Credit Agreement (Enova International, Inc.), Security Agreement (Enova International, Inc.), Credit Agreement (Enova International, Inc.)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 2.17 and 2.17 2.19 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 2.19 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 2.19 as though it were a Lender.
Appears in 4 contracts
Samples: Credit Agreement (Gencorp Inc), Credit Agreement (Gencorp Inc), Credit Agreement (Gencorp Inc)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 2.19 and 2.17 2.21 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s Borrowers’ prior written consent. No Participant shall be entitled consent or the entitlement to a greater payment results from a change in law after the benefits of Section 2.16 unless the Borrower is notified of the participation sold to date such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 as though it were became a Lenderparticipant.
Appears in 4 contracts
Samples: Credit Agreement (WestRock Co), Credit Agreement (MEADWESTVACO Corp), Credit Agreement (Rock-Tenn CO)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 and Section 2.17 or 2.19 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 2.19 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 2.19(e) as though it were a Lender.
Appears in 4 contracts
Samples: Revolving Credit Agreement (Watsco Inc), Revolving Credit Agreement (Watsco Inc), Revolving Credit Agreement (Watsco Inc)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 2.19 and 2.17 2.21 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No Participant shall be entitled consent or the entitlement to a greater payment results from a change in law after the benefits of Section 2.16 unless the Borrower is notified of the participation sold to date such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 as though it were became a Lenderparticipant.
Appears in 4 contracts
Samples: Credit Agreement (WestRock Co), Credit Agreement (WestRock Co), Credit Agreement (WestRock Co)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections Section 2.14 or 2.16 and 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No Participant shall be entitled consent or except to the benefits extent the entitlement to a greater payment results from a Change in Law after the sale of Section 2.16 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 as though it were a Lenderparticipation.
Appears in 4 contracts
Samples: Second Restatement Agreement (Cable One, Inc.), Restatement Agreement (Cable One, Inc.), Credit Agreement (Cable One, Inc.)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 and 2.17 Section 2.11 or 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the BorrowerCompany’s prior written consent. No Participant shall be entitled to the benefits of Section 2.16 2.14 unless the Borrower Company is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 2.14(e) as though it were a Lender.
Appears in 4 contracts
Samples: Credit Agreement (Hershey Co), Credit Agreement (Hershey Co), Day Credit Agreement (Hershey Co)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 4.10 and 2.17 4.11 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No Participant shall be entitled to the benefits of Section 2.16 4.11 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 4.11(e) as though it were a Lender.
Appears in 4 contracts
Samples: Credit Agreement (Amerigas Partners Lp), Credit Agreement (Atlas Pipeline Partners Lp), Credit Agreement (Amerigas Partners Lp)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 2.12 and 2.17 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No A Participant that is organized under the laws of a jurisdiction outside of the United States shall not be entitled to the benefits of Section 2.16 2.15 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 2.15(e) as though it were a Lender.
Appears in 4 contracts
Samples: Assignment and Assumption (ManpowerGroup Inc.), Assignment and Assumption (ManpowerGroup Inc.), Five Year Credit Agreement (ManpowerGroup Inc.)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.15 and 2.16 and 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 2.16(e) as though it were a Lender.
Appears in 4 contracts
Samples: Credit Agreement (Select Comfort Corp), Credit Agreement (NGAS Resources Inc), Credit Agreement (First Interstate Bancsystem Inc)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 2.10 and 2.17 2.13 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No A Participant organized under the laws of a jurisdiction outside the United States shall not be entitled to the benefits of Section 2.16 2.13 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 2.13(e) as though it were a Lender.
Appears in 4 contracts
Samples: Credit Agreement (Autodesk, Inc.), Term Loan Agreement (Autodesk Inc), Credit Agreement (Autodesk Inc)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 and 2.17 2.12 or 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No A Participant that is organized under the laws of a jurisdiction outside of the United States shall not be entitled to the benefits of Section 2.16 2.15 unless the Borrower Company is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowerCompany, to comply with Section 2.16 2.15(e) as though it were a Lender.
Appears in 3 contracts
Samples: Assignment and Assumption (Eastman Chemical Co), Year Credit Agreement (Eastman Chemical Co), Assignment and Assumption (Eastman Chemical Co)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 2.13 and 2.17 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s 's prior written consent. No Participant shall be entitled to the benefits of Section 2.16 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 as though it were a Lender.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Legg Mason Inc), Assignment and Assumption (Legg Mason Inc), Assignment and Assumption (Legg Mason, Inc.)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 2.11 and 2.17 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the BorrowerCompany’s prior written consent. No A Participant that is organized under the laws of a jurisdiction outside of the United States shall not be entitled to the benefits of Section 2.16 2.14 unless the Borrower Company is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 2.14(e) as though it were a Lender.
Appears in 3 contracts
Samples: Credit Agreement (Td Synnex Corp), Credit Agreement (Td Synnex Corp), Credit Agreement (Synnex Corp)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 2.11 and 2.17 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the BorrowerGuarantor’s prior written consent. No A Participant that is organized under the laws of a jurisdiction outside of the United States shall not be entitled to the benefits of Section 2.16 2.14 unless the Borrower Guarantor is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowerBorrowers, to comply with Section 2.16 2.14(e) as though it were a Lender.
Appears in 3 contracts
Samples: Five Year Credit Agreement (Omnicom Group Inc.), Credit Agreement (Omnicom Group Inc.), Five Year Credit Agreement (Omnicom Group Inc)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 2.17 and 2.17 2.18 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s 's prior written consent. No A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 2.18 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 2.18 as though it were a Lender.
Appears in 3 contracts
Samples: Credit Agreement (Hni Corp), Credit Agreement (Hni Corp), Credit Agreement (Hni Corp)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 and 2.15 or 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, Participant unless the sale of the participation to such Participant is made with the Borrower’s Borrowers’ prior written consent. No Participant shall be entitled to the benefits of Section 2.16 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 as though it were a Lender.
Appears in 3 contracts
Samples: Credit Agreement (Williams Companies, Inc.), Credit Agreement (Williams Companies Inc), Credit Agreement (Williams Partners L.P.)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 2.33(c), 2.34, 2.35 and 2.17 2.36 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s Borrowers’ prior written consent. No A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 2.36 unless the Borrower is Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowerBorrowers, to comply with Section 2.16 2.36(e) as though it were a Lender.
Appears in 3 contracts
Samples: Pledge and Security Agreement (Tumi Holdings, Inc.), Credit and Guaranty Agreement (Prommis Solutions Holding Corp.), Credit and Guaranty Agreement (Prommis Solutions Holding Corp.)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 and 2.17 SECTION 2.12 or SECTION 2.21 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No A Participant shall not be entitled to the benefits of Section 2.16 SECTION 2.21 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 SECTION 2.21(e) as though it were a Lender.
Appears in 3 contracts
Samples: Term Loan Agreement (Radioshack Corp), Credit Agreement (Radioshack Corp), Credit Agreement (Radioshack Corp)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 and 2.15 or 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, Participant unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No Participant shall be entitled to the benefits of Section 2.16 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 as though it were a Lender.
Appears in 3 contracts
Samples: Credit Agreement (Williams Partners L.P.), Credit Agreement (Williams Partners L.P.), Credit Agreement (Williams Companies Inc)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 2.13 and 2.17 2.19 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No A Participant shall not be entitled to the benefits of Section 2.16 2.19 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 2.19(e) as though it were a Lender.
Appears in 3 contracts
Samples: Blocked Account Control Agreement (Community Choice Financial Inc.), Revolving Credit Agreement (Reliant Software, Inc.), Revolving Credit Agreement (Community Choice Financial Inc.)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 13.1 and 2.17 13.2 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No The agreement or consent of a Participant shall not be entitled to the benefits of Section 2.16 unless the Borrower is notified required for any amendment or waiver of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 as though it were a LenderLoan Documents.
Appears in 3 contracts
Samples: Credit Agreement (SemGroup Corp), Credit Agreement (SemGroup Corp), Credit Agreement (Kinder Morgan Canada LTD)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.15, 2.16 and or 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No A Participant that would be a Non-U.S. Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 2.16(d) and (e) as though it were a Lender.
Appears in 3 contracts
Samples: Credit Agreement (OneBeacon Insurance Group, Ltd.), Credit Agreement (OneBeacon Insurance Group, Ltd.), Credit Agreement (White Mountains Insurance Group LTD)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 and 2.17 Section 3.6 or 5.9 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consentconsent of each of the Borrowers (not to be unreasonably withheld or delayed). No Participant Nothing in Section 14.1(d) or Section 14.1(e) shall be entitled obligate the Borrowers to make duplicative payments to the benefits of Section 2.16 unless the Borrower is notified of the participation sold to such Participant and such to the Lender from which the Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 as though it were a Lenderpurchased its participation.
Appears in 3 contracts
Samples: Credit Agreement (Ryerson Holding Corp), Credit Agreement (Ryerson Inc.), Credit Agreement (J.M. Tull Metals Company, Inc.)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 2.12 and 2.17 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s Rayonier's prior written consent. No A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 2.15 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowerBorrowers, to comply with Section 2.16 2.15(e) as though it were a Lender.
Appears in 3 contracts
Samples: Credit Agreement (Rayonier Inc), Credit Agreement (Rayonier Inc), Credit Agreement (Rayonier Inc)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 2.13 and 2.17 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No Participant shall be entitled to the benefits of Section 2.16 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 as though it were a Lender.
Appears in 3 contracts
Samples: Year Revolving Credit Agreement (Legg Mason Inc), Term Loan Agreement (Legg Mason Inc), Credit Agreement (Legg Mason Inc)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections Section 2.14 and Section 2.16 and 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with paragraphs (e) and (g) of Section 2.16 as though it were a Lender.
Appears in 2 contracts
Samples: Credit Agreement (Geo Group Inc), Credit Agreement (Geo Group Inc)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 2.16, 2.17 and 2.17 2.18 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless except to the sale of extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participation to such Participant is made with acquired the Borrower’s prior written consentapplicable participation. No Participant shall be entitled to the benefits of Section 2.16 2.18 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 Sections 2.18(b) and (c) as though it were a Lender.
Appears in 2 contracts
Samples: Credit Agreement (Red Robin Gourmet Burgers Inc), Credit Agreement (Red Robin Gourmet Burgers Inc)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 2.33(c), 2.34, 2.35 and 2.17 2.36 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 2.36 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 2.36(e) as though it were a Lender.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Paramount Acquisition Corp), Credit and Guaranty Agreement (Paramount Acquisition Corp)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 5.01 and 2.17 4.06 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant except to the extent that the entitlement to any greater payment results from any change in law after the Participant becomes a Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No Participant shall be entitled to the benefits of Section 2.16 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 as though it were a Lender.
Appears in 2 contracts
Samples: Credit and Term Loan Agreement (Atlas Pipeline Holdings, L.P.), Revolving Credit and Term Loan Agreement (Atlas Pipeline Partners Lp)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 and 2.17 Section 2.14 or 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No Participant shall be entitled except to the benefits of Section 2.16 unless extent that the Borrower is notified of Participant’s right to a greater payment results from a Change in Law after the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 as though it were becomes a LenderParticipant.
Appears in 2 contracts
Samples: Restatement Agreement (Constellation Brands, Inc.), Term Loan Credit Agreement (Constellation Brands, Inc.)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 and 2.17 Section 2.12 or 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the BorrowerParent’s prior written consent. No A Participant that would be a Non-Qualifying Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 2.15 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 2.15(e) as though it were a Lender.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Teva Pharmaceutical Industries LTD)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 4.2, 4.3, 4.4, 4.5 and 2.17 4.6 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Administrative Borrower’s prior written consent. No Participant shall be entitled to the benefits of Section 2.16 4.5 unless the Administrative Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 4.5 as though it were a Lender.
Appears in 2 contracts
Samples: Loan and Security Agreement (ADS Tactical, Inc.), Loan and Security Agreement (ADS Tactical, Inc.)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 and 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 2.17 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 2.17(e) as though it were a Lender.
Appears in 2 contracts
Samples: Credit Agreement (Green Plains Renewable Energy, Inc.), Credit Agreement (Rotonics Manufacturing Inc/De)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 2.10 and 2.17 2.13 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No Participant shall be entitled to the benefits of Section 2.16 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 as though it were a Lender.
Appears in 2 contracts
Samples: Credit Agreement (Hanover Insurance Group, Inc.), Credit Agreement (Hanover Insurance Group, Inc.)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections Section 2.14, 2.15 or 2.16 and 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s Borrowers’ prior written consent. No Participant shall be entitled consent or except to the benefits extent the entitlement to a greater payment results from a Change in Law after the sale of Section 2.16 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 as though it were a Lenderparticipation.
Appears in 2 contracts
Samples: Credit Agreement (CONDUENT Inc), Credit Agreement (CONDUENT Inc)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 2.15 and 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No A Participant that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall not be entitled to the benefits of Section 2.16 2.17 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 2.17(a) as though it were a Lender.
Appears in 2 contracts
Samples: Credit Agreement (Dollar Tree Inc), Credit Agreement (Dollar Tree Stores Inc)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 2.11 and 2.17 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No ; provided that the Participant shall be subject to the provisions of Sections 2.15 and 2.19. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 2.14 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 2.14(e) as though it were a Lender.
Appears in 2 contracts
Samples: Assignment and Assumption (Graham Holdings Co), Assignment and Assumption (Washington Post Co)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 5.9, 5.10 and 2.17 5.11 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No Participant shall be entitled to the benefits of Section 2.16 5.10 or 5.11 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 Sections 5.11(g) and 5.12 as though it were a Lender.
Appears in 2 contracts
Samples: Credit Agreement (Blackhawk Network Holdings, Inc), Credit Agreement (Blackhawk Network Holdings, Inc)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 and 2.17 Section 2.7 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such . Each Participant is made with subject to the Borrower’s prior written consent. No Participant requirements and limitations of Section 2.7, including the requirements under Section 2.7E(iv) (it being understood that the documentation required under Section 2.7E(iv) shall be entitled delivered to the benefits of Section 2.16 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 as though it were a participating Lender).
Appears in 2 contracts
Samples: Credit Agreement (Taylor Morrison Home Corp), Credit Agreement (Taylor Morrison Home Corp)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 and 2.17 Section 2.9 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No Participant shall be entitled to the benefits of Section 2.16 2.7.4 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 2.7.5 as though it were a Lender.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (OPAL Fuels Inc.), Credit and Guaranty Agreement (OPAL Fuels Inc.)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 13.1 and 2.17 13.2 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Principal Borrower’s prior written consent. No The agreement or consent of a Participant shall not be entitled to the benefits of Section 2.16 unless the Borrower is notified required for any amendment or waiver of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 as though it were a LenderLoan Documents.
Appears in 2 contracts
Samples: Assignment and Assumption (Kinder Morgan, Inc.), Assignment and Assumption (Kinder Morgan, Inc.)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 2.20 and 2.17 2.22 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No A Participant that is not incorporated under the laws of the United States of America or a state thereof shall not be entitled to the benefits of Section 2.16 2.22 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 2.22(b) as though it were a Lender.
Appears in 2 contracts
Samples: Possession Credit Agreement (Swift Energy Co), Possession Credit Agreement (Swift Energy Co)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 and 2.17 Section 3.6, Section 3.7 or Section 3.10 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No A Participant shall not be entitled to the benefits of Section 2.16 3.10 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 3.10(e) as though it were a Lender.
Appears in 2 contracts
Samples: Credit Agreement (CVS HEALTH Corp), Credit Agreement (CVS HEALTH Corp)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 5.10 and 2.17 5.11 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the BorrowerBorrower Agent’s prior written consent. No Participant shall be entitled to the benefits of Section 2.16 5.11 unless the Borrower Agent is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowerBorrower Agent, to comply with Section 2.16 5.11(e) as though it were a Lender.
Appears in 2 contracts
Samples: Credit Agreement (Alon Brands, Inc.), Credit Agreement (Alon USA Energy, Inc.)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 and 2.17 Section 4.01 or 4.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the BorrowerBorrower Agent’s prior written consent. No A Participant shall not be entitled to the benefits of Section 2.16 4.01 unless the Borrower Agent is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowerBorrowers, to comply with Section 2.16 4.01(e) as though it were a Lender.. (f)
Appears in 2 contracts
Samples: Credit Agreement (Mueller Water Products, Inc.), Credit Agreement (Mueller Water Products, Inc.)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 and 2.17 Section 2.12 or 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the BorrowerParent’s prior written consent. No A Participant that would be a Non-Qualifying Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 2.15 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowerBorrowers, to comply with Section 2.16 2.15(e) as though it were a Lender.
Appears in 2 contracts
Samples: Credit Agreement (Teva Pharmaceutical Industries LTD), Credit Agreement (Teva Pharmaceutical Industries LTD)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections Section 2.11 or 2.16 and 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 2.16(e) as though it were a Lender.
Appears in 2 contracts
Samples: Revolving Credit Facility Agreement (Lennox International Inc), Revolving Credit Facility Agreement (Lennox International Inc)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections Section 2.14, Section 2.15 and Section 2.16 and 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No A Participant shall not be entitled to the benefits of Section 2.16 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 as though it were a Lender.. 115
Appears in 1 contract
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 and 2.17 2.11 or 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the BorrowerCompany’s prior written consent. No A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 2.14 unless the Borrower is notified of Company consents to the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowerBorrowers, to comply with Section 2.16 2.14(e) as though it were a Lender.
Appears in 1 contract
Samples: Five Year Credit Agreement (Cytec Industries Inc/De/)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 and 2.17 Section 2.5 or 2.7 than the applicable Lender would have been entitled to receive with respect to the participation sold to such 116 Participant, unless the sale of the participation to such Participant is made with the Borrower’s Borrowers' prior written consent. No A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 2.5.4 unless the Borrower is Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowerBorrowers, to comply with Section 2.16 2.5.6 as though it were a Lender.
Appears in 1 contract
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 2.11 and 2.17 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the BorrowerCompany’s prior written consent. No A Participant shall not be entitled to the benefits of Section 2.16 2.14 unless the Borrower Company is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowerBorrowers, to comply with Section 2.16 2.14(e) as though it were a Lender.
Appears in 1 contract
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 2.10 and 2.17 2.13 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No A Participant organized under the laws of a jurisdiction NYDOCS02/1172294 53 outside the United States shall not be entitled to the benefits of Section 2.16 2.13 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 2.13(e) as though it were a Lender.
Appears in 1 contract
Samples: Credit Agreement (Autodesk Inc)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 2.11 and 2.17 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the BorrowerCompany’s prior written consent. No Participant shall be entitled consent or except to the benefits of Section 2.16 unless extent such entitlement to receive a greater payment results from a change in law that occurs after the Borrower is notified of Participant acquired the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 as though it were a Lenderapplicable participation.
Appears in 1 contract
Samples: Credit Agreement (Jabil Inc)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 4.10 and 2.17 4.11 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No Participant shall be entitled to the benefits of Section 2.16 4.11 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 4.11(e) as though it were a Lender.. (f)
Appears in 1 contract
Samples: Credit Agreement (Ugi Corp /Pa/)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.14 and 2.16 and 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless except to the sale of extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participation to such Participant is made with acquired the Borrower’s prior written consentapplicable participation. No A Participant shall not be entitled to the benefits of Section 2.16 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 as though it were a Lender.
Appears in 1 contract
Samples: Credit Agreement (Bravo Brio Restaurant Group, Inc.)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.15, 2.16 and 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No A Participant that is not incorporated under the laws of the United States or a State thereof shall not be entitled to the benefits of Section 2.16 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 Subsection 2.16(b) as though it were a Lender.
Appears in 1 contract
Samples: Revolving Credit Agreement (Liberty Mutual Agency Corp)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 5.10 and 2.17 5.11 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No Participant shall be entitled to the benefits of Section 2.16 5.11 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 5.11(e) as though it were a Lender.. 106
Appears in 1 contract
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 and 2.17 2.18 than the applicable Lender would have been entitled to receive with respect to the participation Participation Interest sold to such Participant, unless the sale of the participation Participation Interest to such Participant is made with the Borrower’s 's prior written consent. No A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 2.18 unless the Borrower is notified of the participation Participation Interest sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 2.18 as though it were a Lender.
Appears in 1 contract
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 2.11 and 2.17 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the BorrowerGuarantor’s prior written consent. No A Participant that is organized under the laws of a jurisdiction outside of the United States shall not be entitled to the benefits of Section 2.16 2.14 unless the Borrower Guarantor is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 2.14(e) as though it were a Lender.
Appears in 1 contract
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 and 2.17 Section 2.13 than the applicable relevant Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No Participant shall be entitled to the benefits of Section 2.16 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 as though it were a Lender.
Appears in 1 contract
Samples: Term Credit Agreement (Algonquin Power & Utilities Corp.)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 and 2.17 Section 8.4 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless . A Participant shall not be entitled to receive any greater payment under Section 10.1(a) or Section 10.4 than the sale applicable Lender would have been entitled to receive with respect to the participation sold to such Participant. A Participant that is not a Xxxxxx Xxxxxx person (as such term is defined in Section 7701(a)(30) of the participation to such Participant is made with the Borrower’s prior written consent. No Participant Code) shall not be entitled to the benefits of Section 2.16 10.1(a) or Section 10.4 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply complies with Section 2.16 10.1(c) and (d) as though it were a Lender.
Appears in 1 contract
Samples: Loan Agreement (Vantiv, Inc.)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 and Section 2.14 or 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 2.14 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 2.14(e) as though it were a Lender.
Appears in 1 contract
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections Section 2.16 and 2.17 or 2.18 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 2.18 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 2.18(e) as though it were a Lender.
Appears in 1 contract
Samples: Credit Agreement (Borgwarner Inc)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 5.10 and 2.17 5.11 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No Participant shall be 120 43360385_8 entitled to the benefits of Section 2.16 5.11 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 5.11(e) as though it were a Lender.
Appears in 1 contract
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 2.18 and 2.17 2.20 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the applicable Borrower’s prior written consent. No A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 2.20 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 2.20 as though it were a Lender.
Appears in 1 contract
Samples: Security Agreement (Rock-Tenn CO)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 2.15 and 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless except to the sale of extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participation to such Participant is made with acquired the Borrower’s prior written consentapplicable participation. No A Participant shall not be entitled to the benefits of Section 2.16 2.17 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 2.17 as though it were a Lender.
Appears in 1 contract
Samples: Credit Agreement and Waiver (Bravo Brio Restaurant Group, Inc.)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 and 2.17 Section 2.11 or 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless except to the sale of extent such entitlement to receive a greater payment results from a change in law that occurs after the participation to Participant acquired such Participant is made with the Borrower’s prior written consentparticipation. No Participant shall be entitled to the benefits of Section 2.16 2.14 unless the Borrower Company is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowerCompany, to comply with Section 2.16 2.14(e) as though it were a Lender.
Appears in 1 contract
Samples: Credit Agreement (Hershey Co)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 2.20 and 2.17 2.22 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s Borrowers' prior written consent. No A Participant that is not incorporated under the laws of the United States of America or a state thereof shall not be entitled to the benefits of Section 2.16 2.22 unless the Borrower is Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowerBorrowers, to comply with Section 2.16 2.22(b) as though it were a Lender.
Appears in 1 contract
Samples: Credit Agreement (Swift Energy Co)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 Section 2.9(b) and 2.17 Section 10.1 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No Participant shall be entitled to the benefits of Section 2.16 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 as though it were a Lender.
Appears in 1 contract
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 and 2.15 or 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, Participant unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 2.17 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 2.17(f) as though it were a Lender.
Appears in 1 contract
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 2.15 and 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Administrative Borrower’s prior written consent. No A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 2.17 unless the Borrower is Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowerBorrowers, to comply with Section 2.16 2.17 as though it were a Lender.
Appears in 1 contract
Samples: Credit Agreement (Alliance One International, Inc.)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 2.15 and 2.17 2.18 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No Participant shall be entitled to the benefits of Section 2.16 2.18 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 2.18(b) as though it were a Lender.
Appears in 1 contract
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 2.13 and 2.17 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 2.15 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 2.15(a) as though it were a Lender.
Appears in 1 contract
Samples: Credit Agreement (Stec, Inc.)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 and Section 2.15 or 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s 's prior written consent. No A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 2.17 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 2.17(e) as though it were a Lender.. 94
Appears in 1 contract
Samples: Credit Agreement (Borgwarner Inc)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 2.10 and 2.17 2.12 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No A Participant that is organized under the laws of a jurisdiction outside of the United States shall not be entitled to the benefits of Section 2.16 2.12 unless the Borrower is notified of the participation sold NYDOCS01/1619389.2 to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 2.12(f) as though it were a Lender.
Appears in 1 contract
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 SECTIONS 5.10 and 2.17 5.11 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s 's prior written consent. No Participant shall be entitled to the benefits of Section 2.16 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 as though it were a Lender.
Appears in 1 contract
Samples: Credit Agreement (Restaurant Co)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.14 and 2.16 and 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s 's prior written consent. No Participant shall be entitled to the benefits of Section 2.16 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 as though it were a Lender.
Appears in 1 contract
Samples: Credit Agreement (Legg Mason, Inc.)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.15, 2.16 and or 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s Borrowers’ prior written consent. No A Participant that would be a Non-U.S. Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 unless the Borrower is Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowerBorrowers, to comply with Section 2.16 2.16(d) and (e) as though it were a Lender.
Appears in 1 contract
Samples: Credit Agreement (White Mountains Insurance Group LTD)
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 4.11 and 2.17 4.12 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No Participant shall be entitled to the benefits of Section 2.16 4.12 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 as though it were a LenderParticipant.
Appears in 1 contract