Common use of Permitted Participants; Effect Clause in Contracts

Permitted Participants; Effect. Any Lender may at any time sell to one or more banks or other entities (“Participants”) participating interests in any Outstanding Credit Exposure 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; provided, however, that, if no Event of Default is continuing, such sale shall be subject to the consent of the Borrower, which consent shall not be unreasonably withheld or delayed. 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 Outstanding Credit Exposure 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 Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents.

Permitted Participants; Effect. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities (“"Participants”") participating interests in any Outstanding Credit Exposure 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. The consent of the Borrower and the Agent, which consent in each case shall not be unreasonably withheld, shall be required prior to a participation becoming effective with respect to a Participant which is not a Lender or an Affiliate thereof; provided, however, that, that if no Event of a Default has occurred and is continuing, such sale shall be subject to the consent of the Borrower, which consent Borrower shall not be unreasonably withheld or delayedrequired. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s '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 Outstanding Credit Exposure and the holder of any such 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 interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan Documents.

Permitted Participants; Effect. Any Lender may may, in the ordinary course of its business and in accordance with Applicable Law, at any time sell to one or more banks or other entities financial institutions (“Participants”each a "Participant") a participating interests interest in any Outstanding Credit Exposure of the Obligations owing to such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under any of the Loan Documents; provided, however, that, if no Event of Default is continuing, such sale shall be subject to the consent of the Borrower, which consent shall not be unreasonably withheld or delayed. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s '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 holder of its Outstanding Credit Exposure Loans and the holder of any Note issued to it in evidence thereof Commitments for all purposes under the Loan Documents, all amounts payable by the Borrower Borrowers under this Agreement and any of the Notes shall be determined as if such Lender had not sold such participating interests interests, and the Borrower Borrowers and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan Documents. If a Lender sells a participation to a Person other than an Affiliate of such Lender, then such Lender shall give prompt written notice thereof to Borrowers and Agent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.9 unless Borrowers consents to the participation sold to Participant and such Participant agrees, for the benefit of Borrowers, to comply with Section 5.10 as though such Participant were a Lender.

Permitted Participants; Effect. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities Eligible Participants (“Participants”a "Participant") participating interests in any Outstanding Credit Exposure Loan owing to such Lender, any Note held by such Lender, any L/C Interest held by such Lender, the Commitment of such Lender or any other interest of such Lender under the Loan Documents; provided, however, that, if no Event of Default is continuing, such sale shall be subject to the consent of the Borrower, which consent shall not be unreasonably withheld or delayed. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s '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 Outstanding Credit Exposure 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 interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan Documents. The participation agreement effecting the sale of any participating interest shall contain a representation by the Participant to the effect that none of the consideration used to make the purchase of the participating interest in the Commitment, Loans and L/C Interests under such participation agreement are "plan assets" as defined under ERISA and that the rights and interests of the Participant in and under the Loan Documents will not be "plan assets" under ERISA.

Permitted Participants; Effect. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities (“"Participants”") participating interests in any Outstanding Credit Exposure 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; provided, however, that, if no Event of Default is continuing, such sale shall be subject to the consent of the Borrower, which consent shall not be unreasonably withheld or delayed. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s '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 Outstanding Credit Exposure and the holder of any such 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 interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights Lendxx'x xights and obligations under the Loan Documents. Participants shall be entitled to the benefits of the cost protection provisions contained in Sections 2.17, 3.1, 3.2, 3.4 and 9.7 to the same extent as if they were Lenders, provided that the Borrower shall not be required to reimburse Participants pursuant to such provisions in an amount in excess of the amount that would have been payable thereunder to such Lender had such Lender not sold such participation.

Permitted Participants; Effect. Any Upon giving notice to but without obtaining the consent of any Borrower, any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities (“Participants”) participating interests in any Outstanding Credit Exposure Obligations 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; provided, however, that, if no Event of Default is continuing, such sale shall be subject to the consent of the Borrower, which consent shall not be unreasonably withheld or delayed. 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 Outstanding Credit Exposure the Obligations owing to such Lender and the holder of any Note issued to it in evidence thereof for all purposes under the Loan Documents, all amounts payable by the each Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests interests, and the Borrower Borrowers, the Issuers, the Swingline Lender and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents. Notwithstanding anything in this Agreement to the contrary, a Participant may not include a natural Person, a Borrower or any Affiliate or Subsidiary of any Borrower.

Permitted Participants; Effect. Any Lender may at any time sell to one or more banks or other entities (“Participants”) with the consent of the Borrower (which shall not be unreasonably withheld) unless a Default shall occur and is continuing, in which case the Borrower’s consent shall not be required, participating interests in any Outstanding Credit Exposure owing to of such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under the Loan Documents; provided, however, that, if no Event of Default is continuing, such sale shall be subject to the consent of the Borrower, which consent shall not be unreasonably withheld or delayed. 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 Outstanding Credit Exposure 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 interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents.

Permitted Participants; Effect. Any Subject to the terms set forth in this Section 14.2, any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities (“"Participants”") participating interests in any Outstanding Credit Exposure Loan owing to such Lender, any Note held by Revolving Loan Commitment of such Lender, any Commitment L/C Interest of such Lender or any other interest of such Lender under the Loan Documents; providedDocuments on a pro rata or non-pro rata basis. Notice of such participation to the Administrative Agent shall be required prior to any participation becoming effective with respect to a Participant which is not a Lender or an Affiliate thereof. Upon receiving said notice, howeverthe Administrative Agent shall record the participation in the Register it maintains. Moreover, that, if no Event of Default is continuingnotwithstanding such recordation, such sale shall be subject to the consent of the Borrower, which consent participation shall not be unreasonably withheld or delayedconsidered an assignment under Section 14.3 of this Agreement and such Participant shall not be considered a Lender. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s '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 Outstanding Credit Exposure and the holder of any Note issued to all Loans made by it in evidence thereof for all purposes under the Loan Documents, all amounts payable by the applicable Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests interests, and the applicable Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan DocumentsDocuments except that, for purposes of Article IV and Section 9.2 hereof, the Participants shall be entitled to the same rights as if they were Lenders.

Permitted Participants; Effect. Any The Lender may may, subject to the provisions of this Section 11.2.1, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities (“"Participants”") participating interests in any Outstanding Credit Exposure Loan owing to such the Lender, any Note held by such the Lender, any Facility Letter of Credit issued by the Lender, any Commitment of such the Lender or any other interest of such the Lender under the Loan Documents; provided, however, that, if no Event of Default is continuing, provided that such sale shall be subject Participants are consented to the consent of in advance by the Borrower, which such consent shall not to be unreasonably withheld or delayed. In the event of any such sale by a the Lender of participating interests to a Participant, such Participant shall have no direct rights hereunder, the Lender’s 's obligations under the Loan Documents shall remain unchanged, such the Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such the Lender shall remain the owner of its Outstanding Credit Exposure and the holder of any such 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 the Lender had not sold such participating interests interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such the Lender in connection with such the Lender’s 's rights and obligations under the Loan Documents.

Permitted Participants; Effect. Any Subject to the terms set forth in this Section 13.2, any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities (“"Participants”") participating interests in any Outstanding Credit Exposure Loan owing to such Lender, any Note held by such Lender, any Revolving Loan Commitment of such Lender, any L/C Interest of such Lender or any other interest of such Lender under the Loan Documents; provided, however, that, if no Event Documents on a pro rata or non-pro rata basis. Notice of Default is continuing, such sale participation to the Borrower and the Administrative Agent shall be subject required prior to the consent of the Borrower, any participation becoming effective with respect to a Participant which consent shall is not be unreasonably withheld a Lender or delayedan Affiliate thereof. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s '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 Outstanding Credit Exposure and the holder of any such 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 interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan DocumentsDocuments except that, for purposes of Article IV hereof, the Participants shall be entitled to the same rights as if they were Lenders. The Lender selling a participating interest on its Loan, and the Participant(s) therein, shall bear their own fees and expenses incurred in connection with any such participation, and the Borrower shall have no obligation for any such fees or expenses.

Permitted Participants; Effect. Any Subject to the terms set forth in this Section 12.2, any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities (“Participants”"PARTICIPANTS") participating interests in any Outstanding Credit Exposure 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 DocumentsDocuments on a pro rata basis; provided, however, that, if no Event provided that the amount of Default is continuing, such sale shall be subject to the consent of the Borrower, which consent participation shall not be unreasonably withheld or delayedfor less than $5,000,000. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s '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 Outstanding Credit Exposure and the holder of any such 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 interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan DocumentsDocuments except that, for purposes of Article III hereof, the Participants shall be entitled to the same rights as if they were Lenders provided however that no Participant shall be entitled to receive any greater payment under Article III than the Lender would have been entitled to receive with respect to the rights participated.

Permitted Participants; Effect. Any Lender may at any time sell to one time, without the consent of, or more banks or other entities (“Participants”) participating interests in any Outstanding Credit Exposure owing to such Lendernotice to, the Borrower, any Note held by such LenderLC Issuer, any Commitment of such the Swing Line Lender or the Agent, sell participations to any Person (other interest than a natural Person, the Borrower or any of such Lender under the Loan Documents; providedBorrower’s Affiliates or Subsidiaries or, however, that, if no unless an Event of Default has occurred and is continuing, such sale shall be subject to the consent (x) any competitor of the Borrower, which consent Borrower or any of its Subsidiaries or (y) any other company engaged in the business of selling or distributing energy products; provided that this clause (y) shall not be unreasonably withheld apply to any financial institution solely as a result of such Person trading in commodity products) (each, a “Participant”) in all or delayed. In a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the event of any such sale by a Lender of participating interests Loans owing to a Participant, it); provided that (i) such Lender’s obligations under this Agreement and the other Loan Documents Documents, if any, shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the owner of its Outstanding Credit Exposure and the holder of any Note issued to it in evidence thereof for all purposes under the Loan Documents, Documents and all amounts payable by the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests interest and (iv) the Borrower Borrower, the Agent, the LC Issuers and the Administrative Agent Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the Loan Documentsavoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.10 with respect to any payments made by such Lender to its Participant(s).

Permitted Participants; Effect. Any Lender may at any time time, without the consent of, or notice to, the Borrower or Agent, sell participations to one or more banks or any Person (other entities (“Participants”) participating interests in any Outstanding Credit Exposure owing to such Lenderthan a natural Person, any Note held by such Lender, any Commitment of such Lender the Borrower or any other interest of such Lender under the Loan Documents; providedBorrower's Affiliates or Subsidiaries or, however, that, if no Event of unless a Default has occurred and is continuing, such sale shall be subject to the consent (x) any competitor of the BorrowerBorrower or any of its Subsidiaries or (y) any other company engaged in the business of selling or distributing energy products) (each, which consent shall not be unreasonably withheld a "Participant") in all or delayed. In the event a portion of any such sale by a Lender of participating interests to a Participant, such Lender’s '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 (i) such Lender's obligations under this Agreement and the other Loan Documents Documents, if any, shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the owner of its Outstanding Credit Exposure and the holder of any Note issued to it in evidence thereof for all purposes under the Loan Documents, Documents and all amounts payable by the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests interest and (iv) the Borrower Borrower, the Agent and the Administrative Agent Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement. For the Loan Documentsavoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.10 with respect to any payments made by such Lender to its Participant(s).

Permitted Participants; Effect. Any Lender may may, in accordance with Applicable Law, at any time sell to one or more banks commercial banks, savings and loan associations, savings banks, finance companies, investment funds or other entities financial institutions (“Participants”whether a corporation, partnership, or other entity), or Affiliates of Lender (each a "PARTICIPANT") a participating interests interest in any Outstanding Credit Exposure of the Obligations 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; provided, however, that, if no Event of Default is continuing, such sale shall be subject to the consent any of the Borrower, which consent shall not be unreasonably withheld or delayedDIP Financing Documents. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s 's obligations under the Loan DIP Financing 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 Outstanding Credit Exposure oblige hereunder and the holder of any Note issued to it in evidence thereof for all purposes under the Loan DIP Financing Documents, all amounts payable by the Borrower Borrowers under this Agreement and any Note shall be determined as if such Lender had not sold such participating interests interests, and the Borrower and the Administrative Agent Borrowers shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan DIP Financing Documents. If Lender sells a participation to a Person other than an Affiliate of Lender, then Lender shall give prompt written notice thereof to Borrowers.

Permitted Participants; Effect. Any Subject to the terms set forth in this Section 13.2, any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities (“Participants”) participating interests in any Outstanding Credit Exposure Loan owing to such Lender, any Note held by such Lender, any Revolving Loan Commitment of such Lender, any L/C Interest of such Lender or any other interest of such Lender under the Loan Documents; providedDocuments on a pro rata or non-pro rata basis, however, that, provided that no such participation may be effected if no Event such participation would increase Borrowers’ liability for Taxes or Other Taxes. Notice of Default is continuing, such sale participation to the Borrower and the Agent shall be subject required prior to the consent of the Borrower, any participation becoming effective with respect to a Participant which consent shall is not be unreasonably withheld a Lender or delayedan Affiliate thereof. 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 Outstanding Credit Exposure and the holder of any such 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 interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan DocumentsDocuments except that, for purposes of Article IV hereof, the Participants shall be entitled to the same rights as if they were Lenders.

Permitted Participants; Effect. Any Subject to the terms set forth in this Section 12.2, any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities (“Participants”"PARTICIPANTS") participating interests in any Outstanding Credit Exposure Loan owing to such Lender, any Note held by such Lender, any Revolving Loan Commitment of such Lender, any L/C Interest of such Lender or any other interest of such Lender under the Loan DocumentsDocuments on a pro rata basis; provided, however, that, if no Event provided that the amount of Default is continuing, such sale shall be subject to the consent of the Borrower, which consent participation shall not be unreasonably withheld for less than $5,000,000. Notice of such participation to Holdings and the Administrative Agent shall be required prior to any participation becoming effective with respect to a Participant which is not a Lender or delayedan Affiliate thereof. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s '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 Outstanding Credit Exposure and the holder of any such Note issued to it in evidence thereof for all purposes under the Loan Documents, all amounts payable by the Borrower Borrowers under this Agreement shall be determined as if such Lender had not sold such participating interests interests, and the Borrower Borrowers and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan DocumentsDocuments except that, for purposes of Article III hereof, the Participants shall be entitled to the same rights as if they were Lenders provided however that no Participant shall be entitled to receive any greater payment under such Article III than the Lender would have been entitled to receive with respect to the rights participated.

Permitted Participants; Effect. Any Subject to the terms set forth in this Section 14.2, any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities (“Participants”"PARTICIPANTS") participating interests in any Outstanding Credit Exposure Loan owing to such Lender, any Note held by the Commitment of such Lender, any Commitment L/C Interest of such Lender or any other interest of such Lender under the Loan Documents; providedDocuments on a pro rata or non-pro rata basis. Notice of such participation to the Company and the Administrative Agent shall be required prior to any participation becoming effective with respect to a Participant which is not a Lender, howeverDesignated Lender or an Affiliate thereof. Upon receiving said notice, thatthe Administrative Agent shall record the participation in the Register it maintains. Moreover, if no Event of Default is continuingnotwithstanding such recordation, such sale shall be subject to the consent of the Borrower, which consent participation shall not be unreasonably withheld or delayedconsidered an assignment under Section 14.3 of this Agreement and such Participant shall not be considered a Lender. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s '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 Outstanding Credit Exposure and the holder of any Note issued to all Loans made by it in evidence thereof for all purposes under the Loan Documents, all amounts payable by the applicable Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests interests, and the applicable Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan DocumentsDocuments except that, for purposes of Article IV hereof, the Participants shall be entitled to the same rights as if they were Lenders.

Permitted Participants; Effect. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities (“Participants”"PARTICIPANTS") participating interests in any Outstanding Credit Exposure Loan owing to such Lender, any Note held by such Lender, any Revolving Loan Commitment of such Lender, any L/C Interest of such Lender or any other interest of such Lender under the Loan DocumentsDocuments on a pro-rata basis; provided, however, that, if no Event PROVIDED that the amount of Default is continuing, such sale shall be subject to the consent of the Borrower, which consent participation shall not be unreasonably withheld or delayedfor less than $5,000,000. In the event of If a Lender makes any such sale by a Lender of participating interests to a Participant, such Lender’s '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 Outstanding Credit Exposure and the holder of any such 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 interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan DocumentsDocuments except that, for purposes of ARTICLE III hereof, the Participants shall be entitled to the same rights as if they were Lenders; PROVIDED, HOWEVER, that a Participant shall not be entitled to payments pursuant to ARTICLE III in excess of those which would have been paid to the Lender from which such Participant acquired its interest.

Permitted Participants; Effect. Any Lender may may, in the ordinary course of its business and in accordance with Applicable Law, at any time sell to one or more banks or other entities a financial institution (“ParticipantsParticipant”) a participating interests interest in any Outstanding Credit Exposure owing to such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest the rights and obligations of such Lender under the any Loan Documents; provided, however, that, if no Event of Default is continuing, such sale shall be subject to the consent of the Borrower, which consent shall not be unreasonably withheld or delayed. In the event of Despite 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 holder of its Outstanding Credit Exposure Revolver Loans and the holder of any Note issued to it in evidence thereof Commitments for all purposes under the Loan Documentspurposes, all amounts payable by the Borrower under this Agreement Borrowers shall be determined as if such Lender had not sold such participating interests interests, and the Borrower Borrowers and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or liability to any such Participant. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.8 unless Borrowers agree otherwise in writing. Each Lender that sells a participating interest in any Revolver Loan, Revolver Commitment or other interest to a Participant shall, as agent of the relevant Borrower solely for purposes of this Section 13.2, record in book entries maintained by such Lender the name and the amount of the participating interest of each Participant entitled to receive payments in respect of such participating interests.

Permitted Participants; Effect. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks banks, financial institutions, pension funds, or any other funds or entities (“Participants”) participating interests in any Outstanding Credit Exposure 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; provided, however, that, if no Event of Default is continuing, such sale shall be subject to the consent of the Borrower, which consent shall not be unreasonably withheld or delayed. 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 Outstanding Credit Exposure and the holder of any such 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 interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents. In no event shall the Borrower be required to incur any costs or expenses to effect any such sales to Participants. Each Participant shall be subject to the requirements under Section 3.5(g) (it being understood that the documentation required under Section 3.5(g) shall be delivered to the participating Lender). A Participant shall not be entitled to receive any greater payment under Section 3.1 or 3.5, with respect to any participation, than its participating Lender would have been entitled to receive.

Permitted Participants; Effect. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities Eligible Participants (“Participants”a "PARTICIPANT") participating interests in any Outstanding Credit Exposure Loan owing to such Lender, any Note held by such Lender, any the Commitment of such Lender or any other interest of such Lender under the Loan Documents; provided, however, that, if no Event of Default is continuing, such sale shall be subject to the consent of the Borrower, which consent shall not be unreasonably withheld or delayed. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s '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 Outstanding Credit Exposure 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 interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan Documents. The participation agreement effecting the sale of any participating interest shall contain a representation by the Participant to the effect that none of the consideration used to make the purchase of the participating interest in the Commitment and Loans under such participation agreement are "plan assets" as defined under ERISA and that the rights and interests of the Participant in and under the Loan Documents will not be "plan assets" under ERISA.

Permitted Participants; Effect. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities (“"Participants”") participating interests in any Outstanding Credit Exposure Loan owing to such Lender, any Note held by such Lender, any Revolving Loan Commitment of such Lender, any L/C Interest of such Lender or any other interest of such Lender under the Loan DocumentsDocuments on a pro-rata or non pro-rata basis; provided, however, that, if no Event provided that the amount of such participation shall not be for less than $5,000,000 (provided such amount may be reduced after the occurrence of a Default is continuing, such sale shall be subject to without the consent of the Borrower, which consent shall not be unreasonably withheld or delayedBorrower by the Agent and the Required Lenders). In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s '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 Outstanding Credit Exposure and the holder of any such 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 interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan DocumentsDocuments except that, for purposes of Article III hereof, the Participants shall be entitled to the same rights as if they were Lenders.

Permitted Participants; Effect. Any Lender may may, subject to the provisions of this Section 12.2.1, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities (“"Participants”") participating interests in any Outstanding Credit Exposure Loan owing to such Lender, any Note held by such Lender, any Facility Letter of Credit participated in by such Lender, any Commitment of such Lender or any other interest of such Lender under the Loan Documents; provided, however, that, if no Event of Default is continuing, provided that such sale shall be subject Participants are consented to the consent of in advance by the Borrower, which such consent shall not to be unreasonably withheld or delayed. In the event of any such sale by a Lender of participating interests to a Participant, such Participant shall have no direct rights hereunder, such Lender’s '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 Outstanding Credit Exposure and the holder of any such 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 interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan Documents.

Permitted Participants; Effect. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities (“"Participants”") participating interests in any Outstanding Credit Exposure 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; provided, however, that, if no Event other than in the case of Default is continuinga sale of a participation by a Lender to an Affiliate thereof, such sale shall be subject Lender has first offered to sell such participating interests to the consent other Lenders for a period of ten (10) days for an amount equal to the Borrower, which consent shall not be unreasonably withheld or delayedface value thereof plus all amounts owing in connection therewith. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s '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 Outstanding Credit Exposure and the holder of any such 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 interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan Documents.

Permitted Participants; Effect. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities (“Participants”) participating interests in any Outstanding Credit Exposure 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; provided, however, that, if no Event of Default is continuing, such sale shall be subject to the consent of the Borrower, which consent shall not be unreasonably withheld or delayed. 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 Outstanding Credit Exposure 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 interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents. Notwithstanding anything contained in this Agreement to the contrary, Borrower shall not be obligated to pay any fees and expenses incurred by any Lender in connection with the sale of any participating interests in any Loan pursuant to this Section.

Permitted Participants; Effect. Any Subject to the terms set forth in this Section 13.2, any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities (“Participants”"PARTICIPANTS") participating interests in any Outstanding Credit Exposure Obligations or Loans owing to such Lender, any Note promissory note issued hereunder held by such Lender, any Revolving Loan Commitment of such Lender any L/C Interest of such Lender or any other interest of such Lender under the Loan Documents; provided, however, that, if no Event Documents on a pro rata or non-pro rata basis. Notice of Default is continuing, such sale participation to the Borrower and the Agent shall be subject required prior to the consent of the Borrower, any participation becoming effective with respect to a Participant which consent shall is not be unreasonably withheld a Lender or delayedan Affiliate thereof. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s '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 Outstanding Credit Exposure the Obligations or Loans owing to such Lender and the holder of any Note promissory note issued to it hereunder in evidence thereof for all purposes under the Loan Documents, all amounts payable by the Borrower Borrowers under this Agreement shall be determined as if such Lender had not sold such participating interests interests, and the Borrower Borrowers and the Administrative Agent shall continue to deal 109 solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan Documents, except that, for purposes of Article IV hereof, the Participants shall be entitled to the same rights as if they were Lenders.

Permitted Participants; Effect. Any Subject to the terms set forth in this Section 13.2, any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities (“"Participants”") participating interests in any Outstanding Credit Exposure Loan owing to such Lender, any Note held by such Lender, any Revolving Loan Commitment of such Lender, any Acquisition Facility Commitment of such Lender, any L/C Interest of such Lender or any other interest of such Lender under the Loan Documents; provided, however, that, if no Event Documents on a pro rata or non-pro rata basis. Notice of Default is continuing, such sale participation to the Borrower and the Agents shall be subject required prior to the consent of the Borrower, any participation becoming effective with respect to a Participant which consent shall is not be unreasonably withheld a Lender or delayedan Affiliate thereof. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s '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 Outstanding Credit Exposure and the holder of any such 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 interests, and the Borrower and the Administrative Agent Agents shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan Documents.Documents except that, for purposes of Article IV hereof, the Participants shall be entitled to the same rights as if they were Lenders. 112

Permitted Participants; Effect. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities (“Participants”"PARTICIPANTS") participating interests in any Outstanding Credit Exposure Loan owing to such Lender, any Note held by such Lender, any Revolving Loan Commitment of such Lender, any Term Loan Commitment of such Lender, any Acquisition Loan Commitment of such Lender, any L/C Interest of such Lender or any other interest of such Lender under the Loan DocumentsDocuments on a pro-rata or non pro-rata basis; provided, however, that, if no Event provided that the amount of Default is continuing, such sale shall be subject to the consent of the Borrower, which consent participation shall not be unreasonably withheld or delayedfor less than $5,000,000. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s '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 Outstanding Credit Exposure and the holder of any such 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 interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan DocumentsDocuments except that, for purposes of ARTICLE III hereof, the Participants shall be entitled to the same rights as if they were Lenders (provided that any Participant shall not be entitled to receive any more than the Lender selling such participation would have received had such sale not taken place).

Permitted Participants; Effect. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities (“"Participants”") participating interests in any Outstanding Credit Exposure Loan owing to such Lender, any Note held by such Lender, the Commitment of such Lender, any Commitment Letter of Credit Liabilities of such Lender or any other interest of such Lender under the Loan Documents; provided, however, that, if except in the case of (i) a sale of a participation in a Competitive Bid Loan or (ii) a sale of a participation to any other Lender or one of its affiliates, such participations shall require, so long as no Event of Default is continuingexists, such sale shall be subject to the consent of the Borrower, Company (which consent shall not be unreasonably withheld or delayedwithheld) and shall each be in a minimum amount of $5,000,000. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s '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 Outstanding Credit Exposure and the holder of any such Note issued to it in evidence thereof for all purposes under the Loan Documents, all amounts payable by the Borrower Obligors under this Agreement shall be determined as if such Lender had not sold such participating interests interests, and the Borrower Obligors, the Issuing Banks and the Administrative Agent Agents shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan Documents.

Permitted Participants; Effect. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, (a) with contemporaneous notice to the Borrower, at any time sell to one or more banks or (b) with the consent of the Borrower, which consent shall not be unreasonably withheld, at any time sell to one or more other entities (“Participants”each such bank or other entity being referred to herein as a "PARTICIPANT") participating interests in any Outstanding Credit Exposure Loan owing to such Lender, any Note held by such Lender, any L/C Interest held by such Lender, the Commitment of such Lender or any other interest of such Lender under the Loan Documents; providedPROVIDED, howeverHOWEVER, that, that if no Event of a Default has occurred and is continuing, such sale shall be subject to the consent of the Borrower, which consent Borrower shall not be unreasonably withheld or delayedrequired. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s '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 Outstanding Credit Exposure and the holder of any such 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 interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan Documents. The participation agreement effecting the sale of any participating interest shall contain a representation by the Participant to the effect that none of the consideration used to make the purchase of the participating interest in the Commitment, Loans and L/C Interests under such participation agreement are "plan assets" as defined under ERISA and that the rights and interests of the Participant in and under the Loan Documents will not be "plan assets" under ERISA.

Permitted Participants; Effect. (a) Any Lender may at any time sell to one or more banks or other entities (“Participants”) participating interests in any Outstanding Credit Exposure Advance 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; provided, however, that, if no Event of Default is continuing, such sale shall be subject to the consent of the Borrower, which consent Administrative Agent unless such sale is to an Eligible Assignee. Such participation shall not be unreasonably withheld or delayedin writing and a copy thereof shall be provided promptly to the Administrative Agent. 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 to this Agreement for the performance of such obligations, such Lender shall remain the owner of its Outstanding Credit Exposure Advances 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 interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documentsthis Agreement.

Permitted Participants; Effect. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks financial institutions, pension funds, or any other entities fund or entity that regularly makes or participates in real estate loans as part of its business (“"Participants”") participating interests in any Outstanding Credit Exposure 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; provided, however, that, if no Event of Default is continuing, such sale shall be subject to the consent of the Borrower, which consent shall not be unreasonably withheld or delayed. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s '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 Outstanding Credit Exposure and the holder of any such 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 interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan Documents. Notwithstanding anything contained in this Agreement to the contrary, Borrower shall not be obligated to pay any fees and expenses incurred by any Lender in connection with the sale of any participating interests in any Loan pursuant to this Section.

Permitted Participants; Effect. Any Subject to the terms set forth in this Section 13.2, any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities (“Participants”"PARTICIPANTS") participating interests in any Outstanding Credit Exposure Obligations or Loans owing to such Lender, any Note promissory note issued hereunder held by such Lender, any Revolving Loan Commitment of such Lender any L/C Interest of such Lender or any other interest of such Lender under the Loan Documents; provided, however, that, if no Event Documents on a pro rata or non-pro rata basis. Notice of Default is continuing, such sale participation to the Borrower and the Agent shall be subject required prior to the consent of the Borrower, any participation becoming effective with respect to a Participant which consent shall is not be unreasonably withheld a Lender or delayedan Affiliate thereof. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s '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 Outstanding Credit Exposure the Obligations or Loans owing to such Lender and the holder of any Note promissory note issued 101 to it hereunder in evidence thereof for all purposes under the Loan Documents, all amounts payable by the Borrower Borrowers under this Agreement shall be determined as if such Lender had not sold such participating interests interests, and the Borrower Borrowers and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan Documents, except that, for purposes of Article IV hereof, the Participants shall be entitled to the same rights as if they were Lenders.

Permitted Participants; Effect. Any Lender may may, in the ordinary course of its business and in accordance with Applicable Law, at any time sell to one or more banks or other entities a financial institution (“ParticipantsParticipant”) a participating interests interest in any Outstanding Credit Exposure owing to such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest the rights and obligations of such Lender under the any Loan Documents; providedprovided that such financial institution is a Lender, however, that, if no Event Affiliate of Default a Lender or an Approved Fund or is continuing, such sale shall be subject to the consent of the Borrower, otherwise approved by Borrower (which consent approval shall not be unreasonably withheld or delayed), provided, further that the approval of Borrower shall not be required during the continuance of an Event of Default under Section 11.1(a) or 11.1(j). In the event of Despite 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 holder of its Outstanding Credit Exposure and the holder of any Note issued to it in evidence thereof Loans for all purposes under the Loan Documentspurposes, all amounts payable by the Borrower under this Agreement Obligors shall be determined as if such Lender had not sold such participating interests interests, and the Borrower Obligors and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or liability to any such Participant. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.7 or Section 5.9 unless Borrower otherwise agrees in writing.

Permitted Participants; Effect. Any Lender may may, in the Ordinary Course of Business of such Lender and in accordance with Applicable Law, but subject to Agent's written consent and (if no Event of Default exists), the prior consent of Borrowers (which consent of Borrowers shall not be unreasonably withheld or delayed) at any time sell to one or more banks or other entities financial institutions (“Participants”each a "Participant") a participating interests interest in any Outstanding Credit Exposure of the Obligations owing to such Lender, any Note held by such Lender, any Revolver Commitment of such Lender or any other interest of such Lender under the Loan Documents; provided, however, that, if no Event of Default is continuing, such sale shall be subject to the consent any of the Borrower, which consent shall not be unreasonably withheld or delayedCredit Documents. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s 's obligations under the Loan Credit 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 Outstanding Credit Exposure and the holder of any Note issued to it in evidence thereof for all purposes under the Loan Credit Documents, all amounts payable by the Borrower Borrowers under this Agreement and any of the Notes shall be determined as if such Lender had not sold such participating interests interests, and the Borrower Borrowers and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan Credit Documents. If a Lender sells a participation to a Person other than an Affiliate of such Lender, then such Lender shall give prompt written notice thereof to each Borrower and the other Lenders.

Permitted Participants; Effect. Any Subject to the terms set forth in this Section 13.2, any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities (“Participants”"PARTICIPANTS") participating interests in any Outstanding Credit Exposure Loan owing to such Lender, any Note held by Revolving Loan Commitment of such Lender, any Commitment L/C Interest of such Lender or any other interest of such Lender under the Loan Documents; provided, however, thatDocuments on a pro rata or non-pro rata basis. Notice of such participation to the Borrower (and, if no Event of Default such participation is continuingwith respect to an Alternate Currency Loan, such sale the applicable Alternate Currency Bank) and the Administrative Agent shall be subject required prior to the consent of the Borrower, any participation becoming effective with respect to a Participant which consent shall is not be unreasonably withheld a Lender or delayedan Affiliate thereof. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s '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 Outstanding Credit Exposure and the holder of any Note issued to all Loans made by it in evidence thereof for all purposes under the Loan Documents, all amounts payable by the Borrower Borrowers under this Agreement shall be determined as if such Lender had not sold such participating interests interests, and the Borrower Borrowers and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan DocumentsDocuments except that, for purposes of Article IV hereof, the Participants shall be entitled to the same rights as if they were Lenders.

Permitted Participants; Effect. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities (“Participants”"PARTICIPANTS") participating interests in any Outstanding Credit Exposure Loan owing to such Lender, any Note held by such Lender, the Commitment of such Lender, any Commitment Letter of Credit Liabilities of such Lender, any Swingline Exposure of such Lender or any other interest of such Lender under the Loan Documents; providedPROVIDED, howeverHOWEVER, that, if except in the case of (i) a sale of a participation in a Competitive Bid Loan or (ii) a sale of a participation to any other Lender or one of its affiliates, such participations shall require, so long as no Event of Default is continuingexists, such sale shall be subject to the consent of the Borrower, Company (which consent shall not be unreasonably withheld or delayedwithheld) and shall each be in a minimum amount of $5,000,000. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s '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 Outstanding Credit Exposure and the holder of any such Note issued to it in evidence thereof for all purposes under the Loan Documents, all amounts payable by the Borrower Obligors under this Agreement shall be determined as if such Lender had not sold such participating interests interests, and the Borrower Obligors, the Issuing Banks and the Administrative Agent Agents shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan Documents.

Permitted Participants; Effect. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, (a) with contemporaneous notice to the Borrower, at any time sell to one or more banks or (b) with the consent of the Borrower, which consent shall not be unreasonably withheld, at any time sell to one or more other entities (“Participants”each such bank or other entity being referred to herein as a "PARTICIPANT") participating interests in any Outstanding Credit Exposure Loan owing to such Lender, any Note held by such Lender, any the Commitment of such Lender or any other interest of such Lender under the Loan Documents; providedPROVIDED, howeverHOWEVER, that, that if no Event a Participant is an Affiliate of such Lender or if a Default has occurred and is continuing, such sale shall be subject to the consent of the Borrower, which consent Borrower shall not be unreasonably withheld or delayedrequired. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s '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 Outstanding Credit Exposure and the holder of any such 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 interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan Documents. The participation agreement effecting the sale of any participating interest shall contain a representation by the Participant to the effect that none of the consideration used to make the purchase of the participating interest in the Commitment and Loans under such participation agreement are "plan assets" as defined under ERISA and that the rights and interests of the Participant in and under the Loan Documents will not be "plan assets" under ERISA.

Permitted Participants; Effect. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities Eligible Participants (“Participants”a "PARTICIPANT") participating interests in any Outstanding Credit Exposure Loan owing to such Lender, any Note held by such Lender, any L/C Interest held by such Lender, the Commitment of such Lender or any other interest of such Lender under the Loan Documents; provided, however, that, if no Event of Default is continuing, such sale shall be subject to the consent of the Borrower, which consent shall not be unreasonably withheld or delayed. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s '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 Outstanding Credit Exposure 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 interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan Documents. The participation agreement effecting the sale of any participating interest shall contain a representation by the Participant to the effect that none of the consideration used to make the purchase of the participating interest in the Commitment, Loans and L/C Interests under such participation agreement are "plan assets" as defined under ERISA and that the rights and interests of the Participant in and under the Loan Documents will not be "plan assets" under ERISA.

Permitted Participants; Effect. Any Subject to the terms set forth in this Section 13.2, any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities (“Participants”"PARTICIPANTS") participating interests in any Outstanding Credit Exposure Loan owing to such Lender, any Note held by Revolving Loan Commitment of such Lender, any Commitment L/C Interest of such Lender or any other interest of such Lender under the Loan Documents; provided, however, that, if no Event Documents on a pro rata or non-pro rata basis. Notice of Default is continuing, such sale participation to the Borrower and the Agent shall be subject required prior to the consent of the Borrower, any participation becoming effective with respect to a Participant which consent shall is not be unreasonably withheld a Lender or delayedan Affiliate thereof. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s '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 Outstanding Credit Exposure and the holder of any Note issued to all Loans made by 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 interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan DocumentsDocuments except that, for purposes of Article IV hereof, the Participants shall be entitled to the same rights as if they were Lenders.

Permitted Participants; Effect. Any Subject to the terms set forth in this Section 13.2, any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities (“"Participants”") participating interests in any Outstanding Credit Exposure Loan owing to such Lender, any Note held by such Lender, any Revolving Loan Commitment of such Lender, any L/C Interest of such Lender or any other interest of such Lender under the Loan Documents; provided, however, that, if no Event Documents on a pro rata or non-pro rata basis. Notice of Default is continuing, such sale participation to the Borrower and the Administrative Agent shall be subject required prior to the consent of the Borrower, any participation becoming effective with respect to a Participant which consent shall is not be unreasonably withheld a Lender or delayedan Affiliate thereof. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s '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 Outstanding Credit Exposure and the holder of any such 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 interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan DocumentsDocuments except that, for purposes of Article IV hereof, the Participants shall be entitled to the same rights as if they were Lenders. No Participant shall be entitled to receive any amount in excess of such amount as the Lender from which such Participant purchased its participating interest would have received with respect to such participating interest.

Permitted Participants; Effect. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities (“"Participants”") participating interests in any Outstanding Credit Exposure 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 Transaction Documents; provided, however, that, if no Event of Default is continuing, provided that any such sale shall be subject at no cost to the consent of the Borrower, which consent shall not be unreasonably withheld or delayed. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s 's obligations under the Loan Transaction 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 Outstanding Credit Exposure and the holder of any such Note issued to it in evidence thereof for all purposes under the Loan Transaction Documents, all amounts payable by the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan Transaction Documents. The consent of the Borrower shall be required prior to a participation becoming effective with respect to a Participant which is not a Lender or an Affiliate thereof; provided, however, that if a Default has occurred and is continuing, the consent of the Borrower shall not be required. Such consent shall not be unreasonably withheld or delayed.

Permitted Participants; Effect. Any Subject to the terms set forth in this Section 12.2, any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities (“Participants”"PARTICIPANTS") participating interests in any Outstanding Credit Exposure Loan owing to such Lender, any Note held by such Lender, any Commitment of such Lender, any L/C Interest of such Lender or any other interest of such Lender under the Loan DocumentsDocuments on a pro rata basis; provided, however, that, if no Event provided that the amount of Default is continuing, such sale shall be subject to the consent of the Borrower, which consent participation shall not be unreasonably withheld or delayedfor less than $5,000,000. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s '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 Outstanding Credit Exposure and the holder of any such 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 interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan Documents.Documents except that, for purposes of Article III hereof, the Participants shall be entitled to the same rights as if they were Lenders provided however that no

Permitted Participants; Effect. Any Lender may may, in the ordinary course of its business and in accordance with Applicable Law, at any time sell to one or more banks or other entities financial institutions (“Participants”each a "Participant") a participating interests interest in any Outstanding Credit Exposure of the Obligations owing to such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under any of the Loan Documents; provided, however, that, if no Event of Default is continuing, such sale shall be subject to the consent of the Borrower, which consent shall not be unreasonably withheld or delayed. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s '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 Outstanding Credit Exposure 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 Borrowers under this Agreement and any of the Notes shall be determined as if such Lender had not sold such participating interests interests, and the Borrower Borrowers and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan Documents. If a Lender sells a participation to a Person other than an Affiliate of such Lender, then such Lender shall give prompt written notice thereof to Borrowers and the other Lenders. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 4.9 unless Borrowers are notified of the participation sold to Participant and such Participant agrees, for the benefit of Borrowers, to comply with Section 4.10 as though such Participant were a Lender.

Permitted Participants; Effect. Any Subject to the terms set forth in this Section 12.2, any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities (“Participants”"PARTICIPANTS") participating interests in any Outstanding Credit Exposure Loan owing to such Lender, any Note held by such Lender, any Revolving Loan Commitment of such Lender, any L/C Interest of such Lender or any other interest of such Lender under the Loan DocumentsDocuments on a pro rata basis; provided, however, that, if no Event provided that the amount of Default is continuing, such sale shall be subject to the consent of the Borrower, which consent participation shall not be unreasonably withheld or delayedfor less than $5,000,000. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s '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 Outstanding Credit Exposure and the holder of any such 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 interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan DocumentsDocuments except that, for purposes of Article III hereof, the Participants shall be entitled to the same rights as if they were Lenders provided however that no Participant shall be entitled to receive any greater payment under Article III than the Lender would have been entitled to receive with respect to the rights participated.

Permitted Participants; Effect. Any Lender may may, in the ------------------------------ ordinary course of its business and in accordance with Applicable Law, at any time sell to one or more banks or other entities Persons who constitute Eligible Assignees (“Participants”each a "Participant") participating interests interest in any Outstanding Credit Exposure of the Obligations 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; provided, however, that, if no Event of Default is continuing, such sale shall be subject to the consent any of the Borrower, which consent shall not be unreasonably withheld or delayedDIP Financing Documents. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s 's obligations under the Loan DIP Financing 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 Outstanding Credit Exposure and the holder of any Note issued to it in evidence thereof for all purposes under the Loan DIP Financing Documents, all amounts payable by the Borrower under this Agreement and any of the Notes shall be determined as if such Lender had not sold such participating interests interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan DIP Financing Documents. If a Lender sells a participation to a Person other than an Affiliate of such Lender, then such Lender shall give prompt written notice thereof to Borrower and the other Lenders.

Permitted Participants; Effect. Any Lender may may, in the ------------------------------------- ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks financial institutions, pension funds, or any other entities fund or entity that regularly makes or participates in real estate loans as part of its business (“"Participants”") participating interests in ------------ any Outstanding Credit Exposure 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; provided, however, that, if no Event of Default is continuing, such sale shall be subject to the consent of the Borrower, which consent shall not be unreasonably withheld or delayed. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s '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 Outstanding Credit Exposure and the holder of any such 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 interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan Documents. Notwithstanding anything contained in this Agreement to the contrary, Borrower shall not be obligated to pay any fees and expenses incurred by any Lender in connection with the sale of any participating interests in any Loan pursuant to this Section.

Permitted Participants; Effect. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities (other than an Ineligible Institution) (“Participants”) participating interests in any Outstanding Credit Exposure owing to of such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under the Loan Documents; provided, however, that, if no Event of Default is continuing, such sale shall be subject to the consent of the Borrower, which consent shall not be unreasonably withheld or delayed. 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 Outstanding Credit Exposure Exposure, 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 interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents.. The applicable Lender shall use commercially reasonable efforts to notify the Borrower of the amount of any such sale of participating interests to a Participant and the identity of such Participant in respect thereof within five (5) Business Days of such sale; provided that no Lender shall be subject to any liability for the failure to so notify the Borrower

Permitted Participants; Effect. Any Subject to the terms set forth in this Section 14.2, any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities (“"Participants”") participating interests in any Outstanding Credit Exposure owing to the Commitment of such Lender, any Note held by such Lender, any Commitment L/C Interest of such Lender or any other interest of such Lender under the Loan Documents; providedDocuments on a pro rata or non-pro rata basis. Notice of such participation to the Company and the Administrative Agent shall be required prior to any participation becoming effective with respect to a Participant which is not a Lender or an Affiliate thereof. Upon receiving said notice, howeverthe Administrative Agent shall record the participation in the Register it maintains. Moreover, that, if no Event of Default is continuingnotwithstanding such recordation, such sale shall be subject to the consent of the Borrower, which consent participation shall not be unreasonably withheld or delayedconsidered an assignment under Section 14.3 of this Agreement and such Participant shall not be considered a Lender. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s '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 Outstanding Credit Exposure and the holder of any Note issued to all credit extensions made by it in evidence thereof for all purposes under the Loan Documents, all amounts payable by the applicable Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests interests, and the applicable Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan DocumentsDocuments except that, for purposes of Article IV hereof, the Participants shall be entitled to the same rights as if they were Lenders.

Permitted Participants; Effect. Any Lender may at any time sell to one time, without the consent of, or more banks or other entities (“Participants”) participating interests in any Outstanding Credit Exposure owing to such Lendernotice to, any Note held by such Lenderthe Borrower, any Commitment of such Agent, Swing Line Lender or any LC Issuer, sell participations to any Person (other interest than a natural Person, the Borrower or any of such Lender under the Loan Documents; providedBorrower’s Affiliates or Subsidiaries or, however, that, if no Event of unless a Default has occurred and is continuing, such sale shall be subject to the consent (x) any competitor of the BorrowerBorrower or any of its Subsidiaries or (y) any other company engaged in the business of selling or distributing energy products) (each, which consent shall not be unreasonably withheld a “Participant”) in all or delayed. In a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the event of any such sale by a Lender of participating interests Loans owing to a Participant, it); provided that (i) such Lender’s obligations under this Agreement and the other Loan Documents Documents, if any, shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the owner of its Outstanding Credit Exposure and the holder of any Note issued to it in evidence thereof for all purposes under the Loan Documents, Documents and all amounts payable by the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests interest and (iv) the Borrower Borrower, the Agent, the LC Issuers and the Administrative Agent Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the Loan Documents.avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.10 with respect to any payments made by such Lender to its Participant(s). 97

Permitted Participants; Effect. Any Lender may at any time time, without the consent of, or notice to, the Borrower or the Agent, sell participations to one or more banks or any Person (other entities (“Participants”) participating interests in any Outstanding Credit Exposure owing to such Lenderthan a natural Person, any Note held by such Lender, any Commitment of such Lender the Borrower or any other interest of such Lender under the Loan Documents; providedBorrower’s Affiliates or Subsidiaries or, however, that, if no Event of unless a Default has occurred and is continuing, such sale shall be subject to the consent (x) any competitor of the BorrowerBorrower or any of its Subsidiaries or (y) any other company engaged in the business of selling or distributing energy products) (each, which consent shall not be unreasonably withheld a “Participant”) in all or delayed. In a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the event of any such sale by a Lender of participating interests Loans owing to a Participant, it); provided that (i) such Lender’s obligations under this Agreement and the other Loan Documents Documents, if any, shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the owner of its Outstanding Credit Exposure and the holder of any Note issued to it in evidence thereof for all purposes under the Loan Documents, Documents and all amounts payable by the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests interest and (iv) the Borrower, the Agent, and the Borrower and the Administrative Agent Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the Loan Documentsavoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.10 with respect to any payments made by such Lender to its Participant(s).

Permitted Participants; Effect. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities (“"Participants”") participating interests in any Outstanding Credit Exposure Loan owing to such Lender, any Note held by such Lender, any Revolving Loan Commitment of such Lender, any L/C Interest of such Lender or any other interest of such Lender under the Loan DocumentsDocuments on a pro-rata or non pro- rata basis; provided, however, that, if no Event provided that the amount of such participation shall not be for less than $5,000,000 (provided such amount may be reduced after the occurrence of a Default is continuing, such sale shall be subject to without the consent of the Borrower, which consent shall not be unreasonably withheld or delayedBorrower by the Agent and the Required Lenders). In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s '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 Outstanding Credit Exposure and the holder of any such 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 interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan DocumentsDocuments except that, for purposes of Article III hereof, the Participants shall be entitled to the same rights as if they were Lenders.

Permitted Participants; Effect. Any Lender may may, in the ordinary course of its business and in accordance with Applicable Law, at any time sell to one or more banks or other entities financial institutions (“Participants”each a "Participant") a participating interests interest in any Outstanding Credit Exposure of the Obligations owing to such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under any of the Loan Documents; provided, however, that, if no Event of Default is continuing, such sale shall be subject to the consent of the Borrower, which consent shall not be unreasonably withheld or delayed. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s '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 Outstanding Credit Exposure 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 Borrowers under this Agreement and any of the Notes shall be determined as if such Lender had not sold such participating interests interests, and the Borrower Borrowers and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan Documents. If a Lender sells a participation to a Person other than an Affiliate of such Lender, then such Lender shall give prompt written notice thereof to Borrowers and the other Lenders. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of SECTION 4.9 unless Borrowers are notified of the participation sold to Participant and such Participant agrees, for the benefit of Borrowers, to comply with SECTION 4.10 as though such Participant were a Lender.

Permitted Participants; Effect. Any Subject to the terms set forth in this Section 14.2, any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities (“Participants”"PARTICIPANTS") participating interests in any Outstanding Credit Exposure Loan owing to such Lender, any Note held by such Lender, any Revolving Loan Commitment of such Lender or any other interest of such Lender under the Loan Documents; providedDocuments on a pro rata or non-pro rata basis. Notice of such participation to the Company and the Administrative Agent shall be required prior to any participation becoming effective with respect to a Participant which is not a Lender or an Affiliate thereof. Upon receiving said notice, howeverthe Administrative Agent shall record the participation in the Register it maintains. Moreover, that, if no Event of Default is continuingnotwithstanding such recordation, such sale shall be subject to the consent of the Borrower, which consent participation shall not be unreasonably withheld or delayedconsidered an assignment under Section 14.3 of this Agreement and such Participant shall not be considered a Lender. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s '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 Outstanding Credit Exposure and the holder of any Note issued to all Loans made by it in evidence thereof for all purposes under the Loan Documents, all amounts payable by the applicable Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests interests, and the applicable Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan DocumentsDocuments except that, for purposes of Article IV hereof, the Participants shall be entitled to the same rights as if they were Lenders.

Permitted Participants; Effect. Any Lender may may, in the ------------------------------ ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities (“"Participants”") ------------ participating interests in any Outstanding Credit Exposure Loan owing to such Lender, any Note held by such Lender, any Lender=s Percentage of Facility Letters of Credit, any Lender=s Percentage of Swing Line Loans, any Commitment of such Lender or any other interest of such Lender under the Loan Documents; provided, however, that, if no Event of Default is continuing, such sale shall be subject to the consent of the Borrower, which consent shall not be unreasonably withheld or delayed. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s '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 Outstanding Credit Exposure and the holder of any such 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 interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan Documents.

Permitted Participants; Effect. Any Lender may may, in the Ordinary Course of Business of such Lender and in accordance with Applicable Law, but subject to Agent’s written consent and (if no Event of Default exists), the prior consent of Borrowers (which consent of Borrowers shall not be unreasonably withheld or delayed) at any time sell to one or more banks or other entities financial institutions (each a “ParticipantsParticipant”) a participating interests interest in any Outstanding Credit Exposure of the Obligations owing to such Lender, any Note held by such Lender, any Revolver Commitment of such Lender or any other interest of such Lender under the Loan Documents; provided, however, that, if no Event of Default is continuing, such sale shall be subject to the consent any of the Borrower, which consent shall not be unreasonably withheld or delayedCredit Documents. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under the Loan Credit 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 Outstanding Credit Exposure and the holder of any Note issued to it in evidence thereof for all purposes under the Loan Credit Documents, all amounts payable by the Borrower Borrowers under this Agreement and any of the Notes shall be determined as if such Lender had not sold such participating interests interests, and the Borrower Borrowers and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Credit Documents. If a Lender sells a participation to a Person other than an Affiliate of such Lender, then such Lender shall give prompt written notice thereof to each Borrower and the other Lenders.

Permitted Participants; Effect. Any Subject to the terms set forth in this Section 13.2, any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities (“Participants”"PARTICIPANTS") participating interests in any Outstanding Credit Exposure Loan owing to such Lender, any Note held by such Lender, any Revolving Loan Commitment of such Lender, any L/C Interest of such Lender or any other interest of such Lender under the Loan Documents; provided, however, that, if no Event Documents on a pro rata or non-pro rata basis. Notice of Default is continuing, such sale shall be subject participation to the Borrower and the Agent and, prior to the occurrence of a Default, the prior written consent of the Borrower, Borrower (which consent shall not be unreasonably withheld withheld) shall be required prior to any participation becoming effective with respect to a Participant which is not a Lender or delayedan Affiliate thereof. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s '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 Outstanding Credit Exposure and the holder of any such 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 interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan DocumentsDocuments except that, for purposes of Article IV hereof, the Participants shall be entitled to the same rights as if they were Lenders.

Permitted Participants; Effect. Any Subject to the terms set forth in this Section 13.2, any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities (“"Participants”") participating interests in any Outstanding Credit Exposure Loan owing to such Lender, any Note held by such Lender, any Acquisition Facility Loan Commitment or Revolving Loan Commitment of such Lender, any L/C Interest of such Lender or any other interest of such Lender under the Loan Documents; provided, however, that, if no Event Documents on a pro rata or non-pro rata basis. Notice of Default is continuing, such sale participation to the Borrower and the Agent shall be subject required prior to the consent of the Borrower, any participation becoming effective with respect to a Participant which consent shall is not be unreasonably withheld a Lender or delayedan Affiliate thereof. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s '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 Outstanding Credit Exposure and the holder of any such 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 interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan DocumentsDocuments except that, for purposes of Article IV hereof, the Participants shall be entitled to the same rights as if they were Lenders.

Permitted Participants; Effect. Any Subject to the terms set forth in this Section 13.2, any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities (“Participants”) participating interests in any Outstanding Credit Exposure Loan owing to such Lender, any Note held by such Lender, any Revolving Loan Commitment of such Lender, any L/C Interest of such Lender or any other interest of such Lender under the Loan Documents; provided, however, that, if no Event Documents on a pro rata or non-pro rata basis. Notice of Default is continuing, such sale participation to the Borrower and the Administrative Agent shall be subject required prior to the consent of the Borrower, any participation becoming effective with respect to a Participant which consent shall is not be unreasonably withheld a Lender or delayedan Affiliate thereof. 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 Outstanding Credit Exposure and the holder of any such 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 interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan DocumentsDocuments except that, for purposes of Article IV hereof, the Participants shall be entitled to the same rights as if they were Lenders. The Lender selling a participating interest on its Loan, and the Participant(s) therein, shall bear their own fees and expenses incurred in connection with any such participation, and the Borrower shall have no obligation for any such fees or expenses.

Permitted Participants; Effect. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities (“Participants”"PARTICIPANTS") participating interests in any Outstanding Credit Exposure Loan owing to such Lender, any Note held by such Lender, any Revolving Loan Commitment of such Lender, any Acquisition Loan Commitment of such Lender, any L/C Interest of such Lender or any other interest of such Lender under the Loan DocumentsDocuments on a pro-rata or non pro-rata basis; provided, however, that, if no Event provided that the amount of Default is continuing, such sale shall be subject to the consent of the Borrower, which consent participation shall not be unreasonably withheld or delayedfor less than $5,000,000. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s '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 Outstanding Credit Exposure and the holder of any such 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 interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan DocumentsDocuments except that, for purposes of ARTICLE III hereof, the Participants shall be entitled to the same rights as if they were Lenders.

Permitted Participants; Effect. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities (“"Participants”") participating interests in any Outstanding Credit Exposure 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; provided, however, that, if no Event of Default is continuing, such sale shall be subject to the consent of the Borrower, which consent shall not be unreasonably withheld or delayed. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s '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 Outstanding Credit Exposure 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 interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan Documents. Notwithstanding anything contained in this Agreement to the contrary, Borrower shall not be obligated to pay any fees and expenses incurred by any Lender in connection with the sale of any participating interests in any Loan pursuant to this Section.

Permitted Participants; Effect. Any Lender may may, in the ordinary course of its business and in accordance with Applicable Law, at any time sell to one or more banks or other entities a financial institution (“ParticipantsParticipant”) a participating interests interest in any Outstanding Credit Exposure owing to such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest the rights and obligations of such Lender under the any Loan Documents; provided, however, that, if no Event of Default is continuing, such sale shall be subject to the consent of the Borrower, which consent shall not be unreasonably withheld or delayed. In the event of Despite 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 holder of its Outstanding Credit Exposure Loans and the holder of any Note issued to it in evidence thereof Commitments for all purposes under the Loan Documentspurposes, all amounts payable by the Borrower under this Agreement Borrowers shall be determined as if such Lender had not sold such participating interests interests, and the Borrower Borrowers and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Agent, Borrowers (except to the extent set forth in the following sentence and in Section 13.2.3) and the other Lenders shall not have any obligation or liability to any such Participant. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.9 unless Borrowers agree otherwise in writing and its participation is entered in the Register in accordance with Section 13.3, it being understood that such participation shall not be entered in the Register until such time as the Participant notifies Agent of its intent to claim amounts under Section 5.9.

Permitted Participants; Effect. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities (“"Participants”") participating interests in any Outstanding Credit Exposure owing to such Lender, any Note held by such Lender, any Commitment interest of such Lender in Term Loan A or Term Loan B, or the Commitment Amount, if any, of such Lender, or any other interest or obligation of such Lender under the Loan Documents; providedDocuments (in amounts of not less than $5,000,000, however, that, if no Event of Default is continuing, such sale shall be subject to or a lesser amount with the consent of the Borrower, which consent shall not be unreasonably withheld or delayedAdministrative Agent). In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s '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 Outstanding Credit Exposure Commitment Amount, if any, interests in Term Loan A or Term Loan B, if any, and all 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 Borrowers under this Agreement shall be determined as if such Lender had not sold such participating interests interests, and the Borrower Borrowers and the Administrative Agent and other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan Documents.

Permitted Participants; Effect. Any Lender may Lender, in the ordinary course of its business and in accordance with the applicable law, at any time may sell to one or more banks or other entities (each such entity being referred to herein as a “ParticipantsParticipant”) participating interests in any Outstanding Credit Exposure Loan owing to such Lender, any Note held by such Lender, any interest in Letters of Credit held by such Lender, the Revolving Loan Commitment of such Lender or any other interest of such Lender under the Loan Documents; provided, however, that, if no Event of Default is continuing, such sale shall be subject to the consent of the Borrower, which consent shall not be unreasonably withheld or delayed. 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 Outstanding Credit Exposure and the holder of any such Note issued to it in evidence thereof for all purposes under the Loan Documents, all amounts payable by the Borrower Company under this Agreement shall be determined as if such Lender had not sold such participating interests interests, and the Borrower Company and the Senior Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents. The participation agreement effecting the sale of any participating interest shall contain a representation by the Participant to the effect that none of the consideration used to make the purchase of the participating interest in the Revolving Loan Commitment, Loans and interests in Letters of Credit under such participation agreement are “plan assets” as defined under ERISA and that the rights and interests of the Participant in and under the Loan Documents will not be “plan assets” under ERISA.

Permitted Participants; Effect. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities (“"Participants”") participating interests in any Outstanding Credit Exposure 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; provided, however, that, if no Event of Default is continuing, such sale shall be subject to the consent of the Borrower, which consent shall not be unreasonably withheld or delayed. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s '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 Outstanding Credit Exposure 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 interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan Documents. Participants shall be entitled to the benefits of the cost protection provisions contained in Sections 3 1, 3.2, 3.3 and 9.6 to the same extent as if they were Lenders, provided that the Borrower shall not be required to reimburse Participants pursuant to such provisions in an amount in excess of the amount that would have been payable thereunder to such Lender had such Lender not sold such participation.

Permitted Participants; Effect. Any Subject to the terms set forth in this Section 13.2, any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities (“Participants”) which is not an Ineligible Institution participating interests in any Outstanding Credit Exposure Loan owing to such Lender, any Note held by such Lender, any Commitment or Syndicated Canadian Commitment of such Lender or any other interest of such Lender under the Loan Documents; provided, however, that, if no Event of Default is continuing, such sale shall be subject to the consent of the Borrower, which consent shall not be unreasonably withheld or delayed. 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 Outstanding Credit Exposure and the holder of any Note issued to it in evidence thereof all Loans for all purposes under the Loan Documents, all amounts payable by the any Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests interests, and the such Borrower and the Global Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan DocumentsDocuments except that, for purposes of Article III hereof, the Participants shall be entitled to the same rights as if they were Lenders provided however that no Participant shall be entitled to receive any greater payment under Article III than the Lender would have been entitled to receive with respect to the rights participated.

Permitted Participants; Effect. Any Lender may at any time sell to one or more banks or other entities (“Participants”) participating interests in any Outstanding Credit Term Loan or Revolving Exposure owing to such Lender, any Note held by such Lender, any Revolving Commitment of such Lender or any other interest of such Lender under the Loan Documents; provided, however, that, if . So long as no Event of Default is continuinghas occurred, Holdings shall have the right to approve any such sale shall be subject to the consent of the Borrower, which consent successor Participants and such approval shall not be unreasonably withheld or delayedwithheld. 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 Outstanding Credit Term Loan and Revolving Exposure 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 Borrowers under this Agreement shall be determined as if such Lender had not sold such participating interests interests, and the Borrower Borrowers and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents.