Common use of Permitted Participants; Effect Clause in Contracts

Permitted Participants; Effect. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Agent, sell participations to any Person (other than a natural Person, the Borrower or any of the Borrower’s Affiliates or Subsidiaries or, unless a Default has occurred and is continuing, (x) any competitor of the Borrower or any of its Subsidiaries or (y) any other company engaged in the business of selling or distributing energy products) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement and the other Loan 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 and all amounts payable by the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interest and (iv) the Borrower, the Agent and 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 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).

Permitted Participants; Effect. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any timetime sell to one or more banks or other Eligible Participants (a "Participant") participating interests in any Loan owing to such Lender, without the consent ofany Note held by such Lender, or notice toany L/C Interest held by such Lender, the Borrower or the Agent, sell participations to any Person (other than a natural Person, the Borrower Commitment of such Lender or any of the Borrower’s Affiliates or Subsidiaries or, unless a Default has occurred and is continuing, (x) any competitor of the Borrower or any of its Subsidiaries or (y) any other company engaged in the business of selling or distributing energy products) (each, a “Participant”) in all or a portion interest of such Lender under the Loan Documents. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s rights and/or 's 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, if any, Documents 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 Loans and the holder of any Note issued to it in evidence thereof for all purposes under the Loan Documents and Documents, all amounts payable by the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interest interests, and (iv) the Borrower, Borrower and the Administrative Agent and Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreementthe Loan Documents. For The participation agreement effecting the avoidance sale of doubtany 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, each Lender shall 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 responsible for the indemnity "plan assets" under Section 10.10 with respect to any payments made by such Lender to its Participant(s)ERISA.

Permitted Participants; Effect. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any timetime sell to one or more banks or other entities ("PARTICIPANTS") participating interests in any Loan owing to such Lender, without the consent ofany Note held by such Lender, or notice to, the Borrower or the Agent, sell participations to any Person (other than a natural Person, the Borrower or any of the Borrower’s Affiliates or Subsidiaries or, unless a Default has occurred and is continuing, (x) any competitor of the Borrower or any of its Subsidiaries or (y) any other company engaged in the business of selling or distributing energy products) (each, a “Participant”) in all or a portion Revolving Loan Commitment of such Lender’s rights and/or obligations , 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 this Agreement (including all the Loan Documents on a pro-rata or a portion of its Commitment and/or the Loans owing to it)non pro-rata basis; provided that (i) the amount of such participation shall not be for 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 this Agreement and the other Loan Documents, if any, Documents 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 such Note issued to it in evidence thereof for all purposes under the Loan Documents and Documents, all amounts payable by the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interest interests, and (iv) the Borrower, Borrower and the Agent and 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 avoidance Loan Documents except that, for purposes of doubtARTICLE III hereof, each Lender the Participants shall be responsible for entitled to the indemnity under Section 10.10 with respect same rights as if they were Lenders (provided that any Participant shall not be entitled to receive any payments made by more than the Lender selling such Lender to its Participant(sparticipation 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, without the consent of, or notice to, the Borrower or the Agent, time sell participations to any Person a financial institution (other than a natural Person, the Borrower or any of the Borrower’s Affiliates or Subsidiaries or, unless a Default has occurred and is continuing, (x) any competitor of the Borrower or any of its Subsidiaries or (y) any other company engaged in the business of selling or distributing energy products) (each, a “Participant”) a participating interest in all or a portion the rights and obligations of such Lender’s rights and/or obligations Lender under this Agreement (including all or any Loan Documents. Despite any sale by a portion Lender of its Commitment and/or the Loans owing participating interests to it); provided that (i) a Participant, such Lender’s obligations under this Agreement and the other Loan Documents, if any, Documents 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 holder of its Outstanding Credit Exposure Loans and the holder of any Note issued to it in evidence thereof Revolver Commitments for all purposes under the Loan Documents and purposes, all amounts payable by the Borrower under this Agreement Borrowers shall be determined as if such Lender had not sold such participating interest interests, and (iv) the Borrower, the Borrowers and Administrative Agent and Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Loan Documents. For the avoidance of doubt, each Each Lender shall be solely responsible for notifying its Participants of any matters under the indemnity under Section 10.10 with respect Loan Documents, and Administrative Agent and the other Lenders shall not have any obligation or liability to any payments made such Participant. A Participant shall not be entitled to the benefits of Section 5.10 unless (a) Borrowers agree otherwise in writing and (b) such Participant shall have complied with the requirements of Section 5.11 including, without limitation, Sections 5.11.2, 5.11.3 and 5.11.4, provided, that, no such Participant shall be entitled to receive any greater amount pursuant to Section 5.10 than the Lender would have been entitled to receive in respect of the amount of the participation transferred by such Lender to its Participant(s)such Participant had no such transfer occurred.

Permitted Participants; Effect. Any Lender may Lender, in the ordinary course of its business and in accordance with the applicable law, at any time, without the consent of, time may sell to one or notice to, the Borrower or the Agent, sell participations more entities (each such entity being referred to any Person (other than a natural Person, the Borrower or any of the Borrower’s Affiliates or Subsidiaries or, unless a Default has occurred and is continuing, (x) any competitor of the Borrower or any of its Subsidiaries or (y) any other company engaged in the business of selling or distributing energy products) (each, herein as a “Participant”) participating interests in all or a portion any 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’s rights and/or obligations Lender or any other interest of such Lender under this Agreement (including all or the Loan Documents. In the event of any such sale by a portion Lender of its Commitment and/or the Loans owing participating interests to it); provided that (i) a Participant, such Lender’s obligations under this Agreement and the other Loan Documents, if any, Documents 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 such Note issued to it in evidence thereof for all purposes under the Loan Documents and Documents, all amounts payable by the Borrower Company under this Agreement shall be determined as if such Lender had not sold such participating interest interests, and (iv) the Borrower, Company and the Senior Administrative Agent and Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Loan Documents. For The participation agreement effecting the avoidance sale of doubtany 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, each Lender shall 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 responsible for the indemnity “plan assets” under Section 10.10 with respect to any payments made by such Lender to its Participant(s)ERISA.

Permitted Participants; Effect. Any With the prior written ------------------------------ consent of the Administrative Agent (and during the initial syndication of the Facility, the Syndication Agent) and the Borrower (which consents shall not be unreasonably withheld or delayed), any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any timetime sell to one or more banks or other entities ("Participants") participating ------------ interests in any Advance owing to such Lender, without the consent ofany Note held by such Lender, or notice to, the Borrower or the Agent, sell participations to any Person (other than a natural Person, the Borrower Commitment of such Lender or any other interest of such Lender under the Borrower’s Affiliates or Subsidiaries orLoan Documents, unless a except that (i) no consent of Borrower shall be required for any such sale if an Event of Default has occurred and is continuing, continuing and (xii) no consent of any competitor of the Administrative Agent, the Syndication Agent or the Borrower or shall ever be required (A) for any of its Subsidiaries such sale made to any Lender's Affiliate or (yB) for any other company engaged sale of a participating interest in Competitive Bid Loans. In the business event of selling or distributing energy products) (eachany such sale by a Lender of participating interests to a Participant, a “Participant”) in all or a portion of such Lender’s rights and/or 's 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, if any, Documents 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 such Note issued to it in evidence thereof for all purposes under the Loan Documents and Documents, all amounts payable by the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interest interests, and (iv) Borrower and the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement. For the 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)Loan Documents.

Permitted Participants; Effect. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any timetime sell to one or more banks or other entities ("Participants") participating interests in any Loan owing to such Lender, without any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under the consent ofLoan Documents; provided, or notice tothat, the Borrower or the Agent, sell participations to any Person (other than a natural Person, the Borrower or any of the Borrower’s Affiliates or Subsidiaries or, unless a Default has occurred and is continuing, (x) any competitor of the Borrower or any of its Subsidiaries or (y) any other company engaged in the business case of selling or distributing energy productsa sale of a participation by a Lender to an Affiliate thereof, such Lender has first offered to sell such participating interests to the other Lenders for a period of ten (10) (eachdays for an amount equal to the face 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, a “Participant”) in all or a portion of such Lender’s rights and/or 's 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, if any, Documents 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 such Note issued to it in evidence thereof for all purposes under the Loan Documents and Documents, all amounts payable by the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interest interests, and (iv) the Borrower, Borrower and the Agent and 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 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)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, without the consent of, or notice to, the Borrower or the Agent, time sell participations to any Person a financial institution (other than a natural Person, the Borrower or any of the Borrower’s Affiliates or Subsidiaries or, unless a Default has occurred and is continuing, (x) any competitor of the Borrower or any of its Subsidiaries or (y) any other company engaged in the business of selling or distributing energy products) (each, a “Participant”) a participating interest in all or a portion the rights and obligations of such Lender’s rights and/or obligations Lender under this Agreement (including all or any Loan Documents. Despite any sale by a portion Lender of its Commitment and/or the Loans owing participating interests to it); provided that (i) a Participant, such Lender’s obligations under this Agreement and the other Loan Documents, if any, Documents 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 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 and purposes, all amounts payable by the Borrower under this Agreement Borrowers shall be determined as if such Lender had not sold such participating interest interests, and (iv) the Borrower, the Borrowers and Agent and Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Loan Documents. For the avoidance of doubt, each Each Lender shall be solely responsible for notifying its Participants of any matters under the indemnity under Section 10.10 with respect Loan Documents, and Agent and the other Lenders shall not have any obligation or liability to any payments made 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 such Participant agrees, for the benefit of the Borrowers, to comply with the requirements of Section 5.10 as though it were a Lender; provided, that in no event shall any Participant be entitled to receive any greater amount pursuant to Section 5.9 than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to its Participant(s)such Participant had no such transfer occurred.

Permitted Participants; Effect. Any Lender may at any time, without the consent of, or notice to, the Borrower Borrower, Agent, Swing Line Lender or the Agentany LC Issuer, sell participations to any Person (other than a natural Person, the Borrower or any of the Borrower’s Affiliates or Subsidiaries or, unless a Default has occurred and is continuing, (x) any competitor of the Borrower or any of its Subsidiaries or (y) any other company engaged in the business of selling or distributing energy products) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement and the other Loan 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 and all amounts payable by the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interest and (iv) the Borrower, the Agent Agent, the LC Issuers and 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 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 timemay, without the consent of, or notice toof the Borrower, the Borrower Administrative Agent, the Issuing Banks or the AgentSwing Line Bank, sell participations to any Person one or more banks or other entities (other than a natural Person, the Borrower or any of the Borrower’s Affiliates or Subsidiaries or, unless a Default has occurred and is continuing, (x) any competitor of the Borrower or any of its Subsidiaries or (y) any other company engaged in the business of selling or distributing energy products) (each, a “Participant”) in all or a portion of such Lender’s rights and/or and obligations under this Agreement (including all or a portion of its Revolving Loan Commitment and/or and the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement and the other Loan Documents, if any, shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, obligations and (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 and all amounts payable by the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interest and (iv) the Borrower, the Agent Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the avoidance sole right to enforce this Agreement and to approve any amendment, modification or waiver of doubtany provision of this Agreement; provided 91 that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.3 that adversely affects such Participant. Subject to paragraph (B) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.1, 4.2, 4.3, 4.4 and 4.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.3. To the extent permitted by law, each Lender Participant also shall be responsible for entitled to the indemnity under benefits of Section 10.10 with respect 12.1 as though it were a Lender, provided such Participant agrees to any payments made by such Lender be subject to its Participant(s)Section 12.2 as though it 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, without the consent of, or notice to, the Borrower or the Agent, time sell participations to any Person a financial institution (other than a natural Person, the Borrower or any of the Borrower’s Affiliates or Subsidiaries or, unless a Default has occurred and is continuing, (x) any competitor of the Borrower or any of its Subsidiaries or (y) any other company engaged in the business of selling or distributing energy products) (each, a “Participant”) a participating interest in all or a portion the rights and obligations of such Lender’s rights and/or obligations Lender under this Agreement (including all or any Loan Documents. Despite any sale by a portion Lender of its Commitment and/or the Loans owing participating interests to it); provided that (i) a Participant, such Lender’s obligations under this Agreement and the other Loan Documents, if any, Documents 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 holder of its Outstanding Credit Exposure Loans and the holder of any Note issued to it in evidence thereof Revolver Commitment for all purposes under the Loan Documents and purposes, all amounts payable by the Borrower under this Agreement Borrowers shall be determined as if such Lender had not sold such participating interest interests, and (iv) the Borrower, the Borrowers and Agent and Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Loan Documents. For the avoidance of doubt, each Each Lender shall be solely responsible for notifying its Participants of any matters under the indemnity Loan Documents, and Agent and the other Lenders or Obligors shall not have any obligation or liability to any such Participant. Each Participant shall be entitled to the benefits of Sections 3.7, 3.9 and 5.9 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 14.3 (it being understood that the documentation required under Section 10.10 5.10 shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Section 3.8 as if it were an assignee under Section 14.3 and (B) shall not be entitled to receive any greater payment under Sections 3.7 or 5.10, with respect to any payments made by such participation, than the Lender from whom it acquired the applicable participation would have been entitled to its Participant(s).receive. 111 NAI-1507796678v9

Permitted Participants; Effect. Any Lender may may, in the ordinary course of its business and in accordance with Applicable Law, at any time, without the consent of, or notice to, the Borrower or the Agent, time sell participations to any Person a financial institution (other than a natural Person, the Borrower or any of the Borrower’s Affiliates or Subsidiaries or, unless a Default has occurred and is continuing, (x) any competitor of the Borrower or any of its Subsidiaries or (y) any other company engaged in the business of selling or distributing energy products) (each, a “Participant”) a participating interest in all or a portion the rights and obligations of such Lender’s rights and/or obligations Lender under this Agreement (including all or any Loan Documents. Despite any sale by a portion Lender of its Commitment and/or the Loans owing participating interests to it); provided that (i) a Participant, such Lender’s obligations under this Agreement and the other Loan Documents, if any, Documents 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 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 and purposes, all amounts payable by the Borrower under this Agreement Borrowers shall be determined as if such Lender had not sold such participating interest interests, and (iv) the Borrower, the Borrowers and Agent and Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Loan Documents. For the avoidance of doubt, each Each Lender shall be solely responsible for notifying its Participants of any matters under the indemnity under Section 10.10 with respect Loan Documents, and Agent and the other Lenders shall not have any obligation or liability to any payments made 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 such Participant agrees, for the benefit of the Borrowers, to comply with the requirements of Section 5.10 asthough it were a Lender; provided, that in no event shall any Participant be entitled to receive any greater amount pursuant to Section 5.9 than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to its Participant(s)such Participant had no such transfer occurred.

Permitted Participants; Effect. Any Lender may may, in the ordinary ------------------------------ course of its business and in accordance with applicable law, at any timetime sell to one or more banks or other entities (as used in this Section 13, without the consent of---------- "Participants"), or notice toparticipating interests in any Loan owing to such Lender, the Borrower or the Agent, sell participations to any Person (other than a natural Person, the Borrower or any of the Borrower’s Affiliates or Subsidiaries or, unless a Default has occurred and is continuing, (x) any competitor of the Borrower or any of its Subsidiaries or (y) any other company engaged in the business of selling or distributing energy products) (each, a “Participant”) in all or a portion ------------ Commitment of such Lender’s rights and/or obligations , or any other interest of such Lender under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it)other Project Documents; provided that, so long as no Default -------- shall have occurred or be continuing, no Lender may sell any such interests to any entity which is engaged in business in the forest products industry, unless such Lender obtains the prior consent of the Company to such sale, which consent shall not be unreasonably withheld; provided, further, that (i) each participating interest shall -------- ------- be in an aggregate amount of $5,000,000 or more. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s 's obligations under this Agreement and the other Loan Documents, if any, Credit Documents 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 and all amounts payable by the Borrower Company under this Agreement shall be determined as if such Lender had not sold such participating interest interests, and (iv) the Borrower, Company and the Agent and 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 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)Credit Documents.

Permitted Participants; Effect. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries or, unless a Default has occurred and is continuing, (x) any competitor of the Borrower or any of its Subsidiaries or (y) any other company engaged in the business of selling or distributing energy productsSubsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Revolver Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement and the other Loan Documents, if any, shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (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 and all amounts payable by the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interest and (iv) the Borrower, the Agent and 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 avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.10 VI of Exhibit D with respect to any payments made by such Lender to its Participant(s). Each Lender shall be solely responsible for notifying its Participants of any matters under the Transaction 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 5.10 unless Borrower agrees otherwise in writing.

Permitted Participants; Effect. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any timetime sell to one or more banks or other entities ("PARTICIPANTS") participating interests in any Loan owing to such Lender, without the consent of, or notice toany Note held by such Lender, the Borrower or the Agent, sell participations to any Person (other than a natural Person, the Borrower or any of the Borrower’s Affiliates or Subsidiaries or, unless a Default has occurred and is continuing, (x) any competitor of the Borrower or any of its Subsidiaries or (y) any other company engaged in the business of selling or distributing energy products) (each, a “Participant”) in all or a portion Commitment of such Lender’s rights and/or obligations , any Letter of Credit Liabilities of such Lender, any Swingline Exposure of such Lender or any other interest of such Lender under this Agreement (including all or a portion the Loan Documents; PROVIDED, HOWEVER, that, except in the case of its Commitment and/or the Loans owing to it); provided that (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 exists, the consent of the Company (which consent shall not be unreasonably withheld) 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 this Agreement and the other Loan Documents, if any, Documents 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 such Note issued to it in evidence thereof for all purposes under the Loan Documents and Documents, all amounts payable by the Borrower Obligors under this Agreement shall be determined as if such Lender had not sold such participating interest interests, and (iv) the BorrowerObligors, the Agent Issuing Banks and Lenders the Agents 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 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)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, without the consent of, or notice to, the Borrower or the Agent, time sell participations to any Person a financial institution (other than a natural Person, the Borrower or any of the Borrower’s Affiliates or Subsidiaries or, unless a Default has occurred and is continuing, (x) any competitor of the Borrower or any of its Subsidiaries or (y) any other company engaged in the business of selling or distributing energy products) (each, a “Participant”) a participating interest in all or a portion the rights and obligations of such Lender’s rights and/or obligations Lender under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it)any Loan Documents; provided that such financial institution is a Lender, Affiliate of a Lender or an Approved Fund or is otherwise approved by Borrower (iwhich 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). Despite any sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement and the other Loan Documents, if any, Documents 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 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 Documents and purposes, all amounts payable by the Borrower under this Agreement Obligors shall be determined as if such Lender had not sold such participating interest interests, and (iv) the Borrower, the Obligors and Agent and Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Loan Documents. For the avoidance of doubt, each Each Lender shall be solely responsible for notifying its Participants of any matters under the indemnity under Section 10.10 with respect Loan Documents, and Agent and the other Lenders shall not have any obligation or liability to any payments made by such Participant. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to its Participant(s)the benefits of Section 3.7 or Section 5.9 unless Borrower otherwise agrees in writing.

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 timetime sell to one or more banks or other entities ("Participants") participating interests in any Loan owing to such Lender, without the consent ofany Note held by such Lender, or notice to, the Borrower or the Agent, sell participations to any Person (other than a natural Person, the Borrower or any of the Borrower’s Affiliates or Subsidiaries or, unless a Default has occurred and is continuing, (x) any competitor of the Borrower or any of its Subsidiaries or (y) any other company engaged in the business of selling or distributing energy products) (each, a “Participant”) in all or a portion Revolving Loan Commitment of such Lender’s rights and/or , 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 on a pro rata or non-pro rata basis. Notice of such participation to the Borrower and the Agents shall be required prior to any participation becoming effective with respect to a Participant which is not a Lender or an Affiliate thereof. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's 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, if any, Documents 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 such Note issued to it in evidence thereof for all purposes under the Loan Documents and Documents, all amounts payable by the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interest interests, and (iv) the Borrower, Borrower and the Agent and Lenders Agents 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 avoidance Loan Documents except that, for purposes of doubtArticle IV hereof, each Lender the Participants shall be responsible for entitled to the indemnity under Section 10.10 with respect to any payments made by such Lender to its Participant(s).same rights as if they were Lenders. 112

Permitted Participants; Effect. Any Lender may at any time, without the consent of, or notice to, the Borrower Borrower, any LC Issuer, the Swing Line Lender or the Agent, sell participations to any Person (other than a natural Person, the Borrower or any of the Borrower’s Affiliates or Subsidiaries or, unless a an Event of Default has occurred and is continuing, (x) any competitor of the 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 apply to any financial institution solely as a result of such Person trading in commodity products) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement and the other Loan 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 and all amounts payable by the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interest and (iv) the Borrower, the Agent Agent, the LC Issuers and 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 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).

Permitted Participants; Effect. Any Lender may at any timemay, without the consent of, or notice to, of the Borrower or the Agent, Administrative Agent sell participations to any Person one or more banks or other entities (other than a natural Person, the Borrower or any of the Borrower’s Affiliates or Subsidiaries or, unless a Default has occurred and is continuing, (x) any competitor of the Borrower or any of its Subsidiaries or (y) any other company engaged in the business of selling or distributing energy products) (each, a “Participant”) in all or a portion of such Lender’s rights and/or and obligations under this Agreement (including all or a portion of its Commitment and/or and the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement and the other Loan Documents, if any, shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, obligations and (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 and all amounts payable by the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interest and (iv) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the avoidance sole right to enforce this Agreement and to approve any amendment, modification or waiver of doubtany provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.3 that adversely affects such Participant. Subject to paragraph (B) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.1, 4.2, 4.3, 4.4 and 4.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.3. To the extent permitted by law, each Lender Participant also shall be responsible for entitled to the indemnity under benefits of Section 10.10 with respect 12.1 as though it were a Lender, provided such Participant agrees to any payments made by such Lender be subject to its Participant(s)Section 12.2 as though it were a Lender.

Permitted Participants; Effect. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Agent, sell participations to any Person (other than a natural Person, the Borrower or any of the Borrower’s Affiliates or Subsidiaries or, unless a Default has occurred and is continuing, (x) any competitor of the Borrower or any of its Subsidiaries or (y) any other company engaged in the business of selling or distributing energy products) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement and the other Loan 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 and all amounts payable by the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interest and (iv) the Borrower, the Agent Agent, and the 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 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).

Permitted Participants; Effect. Any Lender may may, in the ------------------------------ ordinary course of its business and in accordance with Applicable Law, at any time, without the consent of, time sell to one or notice to, the Borrower or the Agent, sell participations to any Person more Persons who constitute Eligible Assignees (other than each a natural Person, the Borrower or "Participant") participating interest in any of the Borrower’s Affiliates Obligations owing to such Lender, any Commitment of such Lender or Subsidiaries or, unless a Default has occurred and is continuing, (x) any competitor other interest of such Lender under any of the Borrower or DIP Financing Documents. In the event of any such sale by a Lender of its Subsidiaries or (y) any other company engaged in the business of selling or distributing energy products) (eachparticipating interests to a Participant, a “Participant”) in all or a portion of such Lender’s rights and/or 's 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, if any, DIP Financing Documents 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 and 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 interest interests, and (iv) the Borrower, the Borrower and Agent and Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreementthe DIP Financing Documents. For the avoidance If a Lender sells a participation to a Person other than an Affiliate of doubtsuch Lender, each then such Lender shall be responsible for give prompt written notice thereof to Borrower and the indemnity under Section 10.10 with respect to any payments made by such Lender to its Participant(s)other Lenders.

Permitted Participants; Effect. (a) Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time, without time sell to one or more banks or other entities who (1) acknowledge the consent of, or notice to, matters set forth in the first sentence of the first paragraph of Section 6.1 hereof and (2) represent and warrant to and covenant and agree with the Borrower or and each Guarantor the Agent, sell participations to any Person (other than a natural Person, the Borrower or any of the Borrower’s Affiliates or Subsidiaries or, unless a Default has occurred and is continuing, (x) any competitor of the Borrower or any of its Subsidiaries or (y) any other company engaged matters set forth in the business of selling or distributing energy products) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that clauses (i) and (ii) of the second sentence of the first paragraph of Section 6.1 hereof ("Participants") participating interests in any Loan owing to such Lender’s , any Bridge Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under the Loan Documents. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under this Agreement and the other Loan Documents, if any, Documents 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 Loans and the holder of any Note issued to it in evidence thereof for all purposes under the Loan Documents and Documents, all amounts payable by the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interest interests, and (iv) the Borrower, Borrower and the Administrative Agent and 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 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)Loan Documents.

Permitted Participants; Effect. Any Lender may at any timemay, without the consent of, or notice to, of the Borrower or the Administrative Agent, sell participations to any Person one or more banks or other entities (other than a natural Person, the Borrower or any of the Borrower’s Affiliates or Subsidiaries or, unless a Default has occurred and is continuing, (x) any competitor of the Borrower or any of its Subsidiaries or (y) any other company engaged in the business of selling or distributing energy products) (each, a “Participant”) in all or a portion of such Lender’s rights and/or and obligations under this Agreement (including all or a portion of its Commitment and/or and the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement and the other Loan Documents, if any, shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, obligations and (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 and all amounts payable by the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interest and (iv) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the avoidance sole right to enforce this Agreement and to approve any amendment, modification or waiver of doubtany provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.3 that adversely affects such Participant. Subject to paragraph (B) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.1, 4.2, 4.3, 4.4 and 4.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.3. To the extent permitted by law, each Lender Participant also shall be responsible for entitled to the indemnity under benefits of Section 10.10 with respect 12.1 as though it were a Lender, provided such Participant agrees to any payments made by such Lender be subject to its Participant(s)Section 12.2 as though it were a Lender.