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Participations
Participations contract clause examples

Participations. Any Lender may, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), sell participations to one (1) or more banks or other entities other than a Disqualified Lender (which restriction to sell to Disqualified shall not apply only if the list of Disqualified has not been made available to such Lender selling participations within five (5) Business Days of written request by such Lender to the Administrative Agent and the Borrower) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Loans and LC Disbursements owing to it); provided that # the Borrower shall be deemed to have consented to any such participation (other than to a Disqualified Lender) unless it has objected thereto by written notice to the Administrative Agent within ten (10) Business Days after receiving written notice thereof, # no consent of the Borrower shall be required for a participation to a Lender, an Affiliate of a Lender with credit ratings at least as good as the participating Lender or, if an Event of Default under [Section 7.01(a), (b), (i), (j), or (k)])])] has occurred and is continuing, any other participant, # such Lender’s obligations under this Agreement and the other Loan Documents shall remain unchanged, # such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and # the Borrower, the Administrative Agent, the Issuing Banks and the other shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. 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 the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; 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 the first proviso to [Section 9.02(b)] that directly affects such Participant. Subject to paragraph # of this [Section 9.04], the Borrower agrees that each Participant shall be entitled to the benefits of [Sections 2.14, 2.15 and 2.16]6]6] to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph # of this [Section 9.04] (subject to the requirements and limitations therein, including the requirements under [Sections 2.16(f), (g) and (h)])])] (it being understood that the documentation required under these paragraphs shall be delivered to the participating Lender)); provided that # such Participant agrees to be subject to the provisions of [Section 2.18] as if it were an assignee under paragraph # of this Section and # such Participant shall not be entitled to receive any greater payment under [Sections 2.14, 2.15 or 2.16]6]6], with respect to any participation, than its participating Lender would have been entitled to receive, except # to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation or # the sale of the participation to such Participant is made with the Borrower’s prior written consent; provided, further, that no Participant shall be entitled to the benefits of [Section 2.16] unless the Borrower is notified of the participation granted to such Participant and such Participant shall have complied with the requirements of [Section 2.16] as if such Participant is a Lender. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of [Section 2.19] with respect to any Participant. 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 2.16(e)] as though it were a Lender hereunder. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Commitments or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c))] of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to any Person (other than a natural person or any Borrower or any of its Affiliates or Restricted Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations) owing to it); provided that # such Lender’s obligations under this Agreement shall remain unchanged, # such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and # the Borrowers, the Administrative Agent, and shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. 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, waiver or other modification described in [Section 11.01(b), (c), (d), (f) or (g)])])])])] that affects such Participant. Subject to [Section 11.06(e)], the Borrowers agree that each Participant shall be entitled to the benefits of [Sections 3.01, 3.04 and 3.05] to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to [Section 11.06(b)]. To the extent permitted by law, each Participant also shall be entitled to the benefits of [Section 11.08] as though it were a Lender, provided such Participant agrees to be subject to [Section 2.13] as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under [Section 5f.103-1(c)])] or Proposed Section 1.163-5(b))] of the United States Treasury Regulations (or any amended or successor version). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person (or a holding company, investments vehicle, investment vehicle or trust for, or owned and operated by or for the primary benefit of a natural Person), a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that # such Lender’s obligations under this Agreement shall remain unchanged, # such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and # the Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. 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, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. Subject to [Section 10.06(e)], the Borrower agrees that each Participant shall be entitled to the benefits of [Sections 3.01, 3.04 and 3.05]5] to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to [Section 10.06(b)]. To the extent permitted by Law, each Participant also shall be entitled to the benefits of [Section 10.08] as though it were a Lender; provided such Participant agrees to be subject to [Section 2.13] as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under [Section 5f.103-1(c)])] of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error.

Participations. Any Lender may sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Loans and LC Disbursements owing to it); provided that # such Lender’s obligations under this Agreement and the other Loan Documents shall remain unchanged, # such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and # the Borrower, the Administrative Agent, the Issuing Bank and the other [[Consenting Lenders:Organization]] shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. 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 the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; 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 the first proviso to [Section 9.02(b)] that affects such Participant. Subject to paragraph # of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of [Sections 2.14, 2.15 and 2.16]6] to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph # 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 2.17(d) as though it were a Lender hereunder.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Eligible Assignee (other than a Defaulting Lender or any Person to which an assignment at such time would require the consent of the Borrower under [Section 10.06(b)(iii)(A)(2)]) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that # such Lender’s obligations under this Agreement shall remain unchanged, # such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and # the Borrower, the Administrative Agent and the other [[Organization B:Organization]] shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. 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, waiver or other modification described in [clause (y)] of the second proviso to Section 10.01 that directly affects such Participant. Subject to paragraph # of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of [Sections 2.08, 2.09 and 2.11] to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph # of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 7.05 as though it were a Lender, provided that such Participant agrees to be subject to Section 2.12 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitments, Loans or other obligation is in registered form under Section 5f.103-1(c))] of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(i) Any Lender may, without the consent of the Company or the Administrative Agent, sell participations to one or more banks or other entities (a “Participant”), other than an Ineligible Institution, in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that # such Lender’s obligations under this Agreement shall remain unchanged, # such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, # the Company, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and # in the case of any sale of a participation to a Disqualified Institution, the Company shall have provided its prior written consent thereto. 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 paragraph # of the first proviso to [Section 12.02(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 2.14, 2.15 and 2.16]6]6] to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph # of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of [Section 12.08] as though it were a Lender, provided such Participant agrees to be subject to [Section 2.18(c)] as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under this Agreement) except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c))] or Proposed [Section 1.163-5(b)])] of the United States Treasury Regulations (or, in each case, any amended or successor version) or, if different, under Sections 871(h) or 881(c) of the Code. The entries in the Participant Register shall be conclusive absent clearly demonstrable error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

Any Lender may at any time, with the consent of the Borrower so long as no Event of Default has occurred and is continuing (but without the consent of or notice to the Administrative Agent), sell participations to any Person (other than a natural person, the Borrower, Holdings or any Affiliate of the Borrower or Holdings or (unless a Default or Event of Default has occurred and is continuing) a Competitor) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Term Commitment and/or the Loans owing to it); provided that # such Lender’s obligations under this Agreement shall remain unchanged, # such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and # the Borrower, the Agents and the other shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. 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 the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the [clauses (a) through (i)] of the first proviso to [Section 9.01] that directly and adversely affects such Participant. Subject to [Section 9.07(f)], the Borrower agrees that each Participant shall be entitled to the benefits of Section 3.01 and Section 3.04 (subject to the requirements and limitations therein, including the requirements under Section 3.01(f) and Section 3.06 read as if a Participant were a Lender (it being understood that the documentation required thereunder shall be delivered to the participating Lender and the Administrative Agent)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to [Section 9.07(b)]; provided that such Participant agrees to bound by such Sections, including for the avoidance of doubt to be subject to the provisions of Section 3.01(f) and Section 3.06 as if it were an assignee under paragraph # of this Section. To the extent permitted by Law, each Participant also shall be entitled to the benefits of [Section 9.09] as though it were a Lender; provided that such Participant agrees to be subject to [Section 2.11] as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Term Commitments or any Loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Term Commitment or Loan or other obligation is in registered form under [Section 5f.103-1(c)])] of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender (and the Borrower, to the extent that the Participant requests payment from the Borrower) shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that # such Lender’s obligations under this Agreement shall remain unchanged, # such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and # the Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. 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, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. Subject to subsection # of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.05 and 3.06 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to [Section 11.06(b)]. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under [Section 5f.103-1(c)])] of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register).

Participations. Any may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to any Person (other than a natural person or any Borrower or any of its Affiliates or Restricted Subsidiaries) (each, a “Participant”) in all or a portion of such ’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such ’s participations in L/C Obligations) owing to it); provided that # such ’s obligations under this Agreement shall remain unchanged, # such shall remain solely responsible to the other parties hereto for the performance of such obligations and # the Borrowers, the Administrative Agent, the and the shall continue to deal solely and directly with such in connection with such ’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a sells such a participation shall provide that such 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 will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in [Section 11.01(b), (c), (d), (f) or (g)])])])])] that affects such Participant. Subject to [Section 11.06(e)], the Borrowers agree that each Participant shall be entitled to the benefits of [Sections 3.01, 3.04 and 3.05] to the same extent as if it were a and had acquired its interest by assignment pursuant to [Section 11.06(b)]. To the extent permitted by law, each Participant also shall be entitled to the benefits of [Section 11.08] as though it were a , provided such Participant agrees to be subject to [Section 2.13] as though it were a . Each that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c))] or Proposed [Section 1.163-5(b)])] of the United States Treasury Regulations (or any amended or successor version). The entries in the Participant Register shall be conclusive absent manifest error, and such shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

Any Lender other than any Conduit Lender may, without the consent of the or the Administrative Agent, sell participations to one or more banks or other entities (other than a natural person or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person) (each, a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that # such Lender’s obligations under this Agreement shall remain unchanged, # such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and # the , the Administrative Agent and the other shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. 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 the first proviso to [Section 9.02] that affects such Participant. Subject to paragraph # of this Section, the agrees that each Participant shall be entitled to the benefits of [Sections 2.12, 2.13 and 2.16]6]6] to the same extent and subject to the same conditions as if it were a Lender and had acquired its interest by assignment pursuant to paragraph # of this Section at the time of the participation. Each Lender that sells a participation, acting solely for tax purposes as a non-fiduciary agent of the , shall maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant in the Loans or other obligations under this Agreement (the “Participant Register”); provided that, except as set forth in the penultimate sentence of this [Section 9.04(e)], no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Loans or its other obligations hereunder) to any Person except to the extent that such disclosure is necessary to establish that such Loan or other obligation is in registered form under Section 5f.103-1(c))] of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender, the and the Administrative Agent shall treat such person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of such participation for all purposes of this Agreement, notwithstanding notice to the contrary. In consideration of this [Section 9.04(e)], the Participant Register shall be available for inspection by the upon reasonable request and prior notice, provided that the in good faith determines it is necessary or appropriate to access the Participant Register in order to establish that the Loans and other obligations are in registered form under Section 5f.103-1(c))] of the United States Treasury Regulations.

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