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This excerpt taken from the WEN 8-K filed Jan 16, 2009. Participants”)
participating interests in any Loan owing to such Lender, any Note held by such
Lender, any Commitment of such Lender or any other interest of such Lender under
the Loan Documents. In the event of any such sale by a Lender of
participating interests to a
Participant,
such Lender’s obligations under the Loan Documents shall remain unchanged, such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations, such Lender shall remain the owner of its Loans
and the holder of any Note issued to it in evidence thereof for all purposes
under the Loan Documents, all amounts payable by the Borrower under this
Agreement shall be determined as if such Lender had not sold such participating
interests, and the Borrower and the Agent shall continue to deal solely and
directly with such Lender in connection with such Lender’s rights and
obligations under the Loan Documents.
13.2.2 Voting
Rights. Each Lender shall retain the sole right to approve,
without the consent of any Participant, any amendment, modification or waiver of
any provision of the Loan Documents other than any amendment, modification or
waiver with respect to any Loan or Commitment in which such Participant has an
interest which would require consent of all of the Lenders pursuant to the terms
of Section
9.2.
13.2.3 Benefit of
Certain Provisions. The Borrower agrees that each Participant
shall be deemed to have the right of setoff provided in Section
12.1 in respect of its participating interest in amounts
owing under the Loan Documents to the same extent as if the amount of its
participating interest were owing directly to it as a Lender under the Loan
Documents, provided that
each Lender shall retain the right of setoff provided in Section
12.1 with respect to the amount of participating interests
sold to each Participant. The Lenders agree to share with each
Participant, and each Participant, by exercising the right of setoff provided in
Section
12.1, agrees to share with each Lender, any amount received
pursuant to the exercise of its right of setoff, such amounts to be shared in
accordance with Section
12.2 as
if each Participant were a Lender. The Borrower further agrees that
each Participant shall be entitled to the benefits of Sections
4.1, 4.2, 4.4 and 4.5 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to Section
13.3; provided that
(i) a Participant shall not be entitled to receive any greater payment under
Section
4.1, 4.2 or 4.5 than the Lender who sold the participating interest
to such Participant would have received had it retained such interest for its
own account, unless the sale of such interest to such Participant is made with
the prior written consent of the Borrower, and (ii) any Participant complies
with the provisions of Section
4.5 to the same extent as if 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 this
Agreement (the “ |
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