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 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. 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 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 addition, each such Lender that sells any participating interest to a Participant under this Section 12.2.1, (i) shall keep a register for the registration relating to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Participant were a Lender under Section 3.5.

Permitted Participants; Effect. Any Lender may at any time time, without the consent of, or notice to, the Borrower, Agent, Swing Line Lender or any LC Issuer, sell participations to one any Person (other than a natural Person, the Borrower or more banks 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 entities company engaged in the business of selling or distributing energy products) (each, a “ParticipantsParticipant”) participating interests in any Outstanding Credit Exposure all or a portion of such Lender, any Note held by such Lender, any ’s rights and/or obligations under this Agreement (including all or a portion of its Commitment of such Lender or any other interest of such Lender under and/or the Loan Documents. In 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 interestsinterest and (iv) the Borrower, the Agent, the LC Issuers and the Borrower and the 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. In additionavoidance of doubt, each such Lender that sells any participating interest to a Participant under this Section 12.2.1, (i) shall keep a register be responsible for the registration relating to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest indemnity under Section 10.10 with respect to any payments made by such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior Lender to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Participant were a Lender under Section 3.5its Participant(s).

Permitted Participants; Effect. Any Subject to the terms and conditions of any Acknowledgment Agreement, the Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time (and from time to time) sell to one or more banks or other entities (each a “ParticipantsParticipant”) participating interests in any Outstanding Credit Exposure of such Loan owing to the Lender, any Note held by such the Lender, any Commitment Available Facility Amount of such Lender the Lender, or any other interest of such the Lender under this Agreement or the Loan other Facility Documents. In the event of any such sale by a the Lender of a participating interests interest to a Participant, such (i) the Lender’s obligations hereunder and under the Loan other Facility Documents shall remain unchanged, such ; (ii) the Lender shall remain solely responsible to the other parties hereto Borrower for the performance of such obligations, such ; and (iii) the 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 the purposes under the Loan Facility Documents; provided, all that if the Participant is a Foreign Purchaser, the Participant shall provide the Lender with the information necessary to permit the Lender to comply, and the Lender shall comply, with Section 3.02(d) as if the Lender were a Foreign Purchaser. All amounts payable by the Borrower under this Agreement shall be determined as if such the Lender had not sold such participating interests, and the . The Borrower and the Agent Lender shall continue to deal solely and directly with such Lender each other in connection with such the Lender’s rights and obligations under the Loan Facility Documents. In addition, each such Lender that sells any participating interest to a Participant under this Section 12.2.1, (i) shall keep a register for the registration relating to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Participant were a Lender under Section 3.5.

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 (“Participants”each such entity being referred to herein as a "Participant") participating interests in any Outstanding Credit Exposure of Revolving Loan owing to such Lender, any Note held by such Lender, any interest in Letters of Credit held by such Lender, the Revolving Credit 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 '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, and the Borrower Company 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. In addition, each such Lender that sells The participation agreement effecting the sale of any participating interest shall contain a representation by the Participant to a Participant the effect that none of the consideration used to make the purchase of the participating interest in the Revolving Credit Commitment, Revolving Loans and interests in Letters of Credit under this Section 12.2.1, (i) shall keep a register for the registration relating to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest with respect to such participation agreement are "plan assets" as defined under ERISA and each transfer thereof that the rights and interests of the name Participant in and address of each transferee, and (ii) shall collect prior to under the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Participant were a Lender Loan Documents will not be "plan assets" under Section 3.5ERISA.

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 any Person (other than a natural Person, the Borrower or more banks 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 entities company engaged in the business of selling or distributing energy products) (each, a “ParticipantsParticipant”) participating interests in any Outstanding Credit Exposure all or a portion of such Lender, any Note held by '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, any Commitment of such Lender or any 's obligations under this Agreement and the other interest of such Lender under the Loan Documents. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under the Loan Documents 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 interestsinterest and (iv) the Borrower, the Agent, the LC Issuers and the Borrower and the 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 Documents. In additionavoidance of doubt, each such Lender that sells any participating interest to a Participant under this Section 12.2.1, (i) shall keep a register be responsible for the registration relating to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest indemnity under Section 10.10 with respect to any payments made by such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior Lender to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Participant were a Lender under Section 3.5its 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 Eligible Participants (“Participants”a "Participant") participating interests in any Outstanding Credit Exposure of Syndicated Loan owing to such Lender, any Syndicated Note held by such Lender, any the 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 '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 Syndicated Loans and the holder of any Syndicated 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 's rights and obligations under the Loan Documents. In addition, each such Lender that sells The participation agreement effecting the sale of any participating interest shall contain a representation by the Participant to a Participant the effect that none of the consideration used to make the purchase of the participating interest in the Commitment and Syndicated Loans under this Section 12.2.1, (i) shall keep a register for the registration relating to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest with respect to such participation agreement are "plan assets" as defined under ERISA and each transfer thereof that the rights and interests of the name Participant in and address of each transferee, and (ii) shall collect prior to under the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Participant were a Lender Loan Documents will not be "plan assets" under Section 3.5ERISA.

Permitted Participants; Effect. Any Lender may at any time sell to one or more banks or other entities (other than an Ineligible Institution) (“Participants”) participating interests in any Term Loans or Outstanding Revolving Credit Exposure of 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. 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 Term Loans and/or its Outstanding Revolving 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. In addition, each such Lender that sells any participating interest to a Participant under this Section 12.2.112.2.1 shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, (i) shall keep a register for the registration relating to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Participant were a Lender under Section 3.5.

Permitted Participants; Effect. Any Subject to Section 13.3.3, any Lender may 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 of 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 that, so long as no Event of Default exists at the time of such sale, such Participant must be either (i) an Eligible Assignee pursuant to clause (a) in the definition thereof or (ii) approved by Borrower Agent (which approval 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 it shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender it 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 it had not sold such participating interests, and the Borrower Borrowers and the 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. In addition, each such Lender that sells and Agent and the other Lenders shall not have any participating interest obligation or liability to a Participant under this Section 12.2.1, (i) shall keep a register for the registration relating to each such participation, specifying any such Participant’s name, address and entitlement to payment of principal and interest with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior to the time such . A Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) as that would be a Foreign Lender if such Participant it were a Lender under shall not be entitled to the benefits of Section 3.55.9 unless Borrowers agree 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 time sell to one or more banks or other entities (“Participants”) participating interests in any Outstanding Credit Exposure 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. 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 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 additionNotwithstanding the foregoing, each such Lender that sells unless a Default has occurred and is continuing, the Lenders may not sell participations in respect of their Loans or Commitments to any participating interest to a Participant under this Section 12.2.1, (i) shall keep a register for competitor of the registration relating to each such participation, specifying such Participant’s name, address and entitlement to payment Borrower or any of principal and interest with respect to such participation and each transfer thereof and its Subsidiaries or any other company engaged in the name and address business of each transferee, and (ii) shall collect prior to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Participant were a Lender under Section 3.5selling or distributing energy products.

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 of 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 DocumentsDocuments on a pro rata or non-pro rata basis. Notice of such participation to the Borrower and the Agent 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 '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, and the Borrower and the 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. In additionDocuments except that, each such Lender that sells any participating interest to a Participant under this Section 12.2.1for purposes of Article III hereof, (i) the Participants shall keep a register for the registration relating to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior be entitled to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) same rights as if such Participant they were a Lender under Section 3.5Lenders.

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 of 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, 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 addition, each such Lender that sells any participating interest to a Participant under this Section 12.2.1, (i) shall keep a register for the registration relating to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Participant were a Lender under Section 3.5.

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 Revolving Credit Exposure of Loan owing to such Lender, any Revolving Credit Note held by such Lender, any Revolving Credit Commitment of such Lender, any Letter of Credit Participation Amount of such Lender, any interest of such Lender in any Letters of Credit or any other interest of such Lender under the Loan Facility Documents. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under the Loan Facility 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 Revolving Credit Exposure Loans and its interest in any Letters of Credit and the holder of any Revolving Credit Note issued to it in evidence thereof for all purposes under the Loan Facility Documents, all amounts payable by the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Facility Documents. In addition, each such Lender that sells any participating interest to a Participant under this Section 12.2.1, (i) shall keep a register for the registration relating to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Participant were a Lender under Section 3.5.

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 (each a “ParticipantsParticipant”) a participating interests interest in any Outstanding Credit Exposure of such Lender, any Note held by the Obligations owing to such Lender, any Commitment of such Lender or any other interest of such Lender under any of the Loan Documents. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the owner 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 Obligors under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrower Obligors and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents. In additionIf a Lender sells a participation to a Person other than an Affiliate of such Lender, each then such Lender shall give prompt written notice thereof to Borrowers and Agent. A Participant that sells any participating interest would be a Foreign Lender if it were a Lender shall not be entitled to a the benefits of Section 5.8 unless Borrowers are notified of the participation sold to Participant under this Section 12.2.1and such Participant agrees, (i) shall keep a register for the registration relating benefit of Borrowers, to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest comply with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated 5.9 as required by Section 3.5) as if though such Participant were a Lender under Section 3.5Lender.

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 of such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest the rights and/or obligations of such Lender under the any Loan Documents. 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 Term Loan Commitment for all purposes under the Loan Documentspurposes, all amounts payable by the Borrower under this Agreement or any Guarantor shall be determined as if such Lender had not sold such participating interests, and the Borrower Borrower, the Guarantors 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 Administrative Agent and the other Lenders or Obligors shall not have any obligation or liability to any such Participant. In additionEach Participant shall be entitled to the benefits of Sections 3.7, each 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 5.10 shall be delivered to the Lender who sells the participation); provided that such Lender that sells any participating interest Participant (A) agrees to a Participant be subject to the provisions of Section 3.8 as if it were an assignee under this Section 12.2.1, 14.3 and (iB) shall keep a register for the registration relating not be entitled to each such participationreceive any greater payment under Sections 3.7 or 5.10, specifying such Participant’s name, address and entitlement to payment of principal and interest with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior to the time such Participant receives payments with respect to such any participation, than the Lender from each such Participant whom it acquired the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Participant were a Lender under Section 3.5applicable participation would have been entitled to receive.

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 of 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 DocumentsDocuments on a pro rata or non-pro rata basis. Notice of such participation to the Borrower and the Agent 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 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, and the Borrower Borrowers and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents. In addition, each such Lender that sells any participating interest to a Participant under this Section 12.2.1except that, (i) for purposes of Article IV hereof, the Participants shall keep a register for the registration relating to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior be entitled to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) same rights as if such Participant they were a Lender under Section 3.5Lenders.

Permitted Participants; Effect. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell (i) to one or more banks or other entities any Person participating interests in any Competitive Bid Loan held by such Lender, and (ii) to a Qualified Bank (“ParticipantsParticipant”) participating interests in any Outstanding Credit Exposure of Ratable 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 Administrative Agent shall be required prior to a sale of a participating interest described in clause (ii) above 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 consents shall not be unreasonably withheld. 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, and the Borrower Borrower, the Company 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 addition, each such Lender that sells any participating interest to a Participant under this Section 12.2.1, (i) shall keep a register for the registration relating to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Participant were a Lender under Section 3.5.

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 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. 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 under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan Documents. In addition, each such Lender that sells any participating interest to a Participant under this Section 12.2.1, (i) shall keep a register for the registration relating to each such participation, specifying such Participant’s 's name, address and entitlement to payment of principal and interest with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Participant were a Lender under Section 3.5.

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 of 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 Facility B Loan Documents; PROVIDED that any such sale is accompanied by the assignment to the same Participant of a Pro Rata Share of the selling Lender's interest under the Facility A Credit Agreement and the other Facility A Loan Documents. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s 's obligations under the Facility B 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 Facility B Loan Documents, all amounts payable by the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Facility B Loan Documents. In addition, each such Lender that sells any participating interest to a Participant under this Section 12.2.1, (i) shall keep a register for the registration relating to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Participant were a Lender under Section 3.5.

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 of 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, that no Disqualified Lender shall be permitted to be a Participant. In the event of Despite any such sale by a Lender of participating interests to a Participant, such LenderXxxxxx’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 Loan Parties shall be determined as if such Lender had not sold such participating interests, and the Borrower Loan Parties and the 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. In addition, each such Lender that sells and Agent and the other Lenders shall not have any participating interest obligation or liability to a Participant under this Section 12.2.1, (i) shall keep a register for the registration relating to each such participation, specifying any such Participant’s name. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.10 and Section 5.11 unless (x) the Participant agrees to comply with, address and entitlement to payment of principal does in fact comply with, Sections 5.10 and interest with respect to such participation and each transfer thereof and the name and address of each transferee5.11, and (iiy) shall collect prior to the time Administrative Borrower agrees otherwise in writing that such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Participant were a Lender under Section 3.5is so entitled.

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 (each a “ParticipantsParticipant”) a participating interests interest in any Outstanding Credit Exposure of such Lender, any Note held by the Obligations owing to such Lender, any Commitment of such Lender or any other interest of such Lender under any of the Loan Documents. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the owner 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, and the Borrower Borrowers and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents. In additionIf a Lender sells a participation to a Person other than an Affiliate of such Lender, each then such Lender shall give prompt written notice thereof to Borrowers and the other Lenders. A Participant that sells any participating interest would be a Foreign Lender if it were a Lender shall not be entitled to a the benefits of Section 5.9 unless Borrowers are notified of the participation sold to Participant under this Section 12.2.1and such Participant agrees, (i) shall keep a register for the registration relating benefit of Borrowers, to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest comply with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated 5.10 as required by Section 3.5) as if though such Participant were a Lender under Section 3.5Lender.

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 of 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. Notice of such participation to the Borrower and the Agent and, prior to the occurrence of a Default, the prior written consent of the Borrower (which shall not be unreasonably withheld) 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 '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, and the Borrower and the 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. In additionDocuments except that, each such Lender that sells any participating interest to a Participant under this Section 12.2.1for purposes of Article IV hereof, (i) the Participants shall keep a register for the registration relating to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior be entitled to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) same rights as if such Participant they were a Lender under Section 3.5Lenders.

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 of 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, that no Disqualified Lender shall be permitted to be a Participant. 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 Loan Parties shall be determined as if such Lender had not sold such participating interests, and the Borrower Loan Parties and the 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. In addition, each such Lender that sells and Agent and the other Lenders shall not have any participating interest obligation or liability to a Participant under this Section 12.2.1, (i) shall keep a register for the registration relating to each such participation, specifying any such Participant’s name. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.10 and Section 5.11 unless (x) the Participant 164 agrees to comply with, address and entitlement to payment of principal does in fact comply with, Sections 5.10 and interest with respect to such participation and each transfer thereof and the name and address of each transferee5.11, and (iiy) shall collect prior to the time Administrative Borrower agrees otherwise in writing that such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Participant were a Lender under Section 3.5is so entitled.

Permitted Participants; Effect. Any Lender may 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 Loans 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. 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/or its Commitment 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. In addition, each such Lender that sells any participating interest to a Participant under this Section 12.2.112.2.1 shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, (i) shall keep a register for the registration relating to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Participant were a Lender under Section 3.5.

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 (each a “ParticipantsParticipant”) a participating interests interest in any Outstanding Credit Exposure of such Lender, any Note held by the Obligations owing to such Lender, any Commitment of such Lender or any other interest of such Lender under any of the Loan Documents. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the owner of its 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, 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. In additionIf a Lender sells a participation to a Person other than an Affiliate of such Lender, each then such Lender shall give prompt written notice thereof to Borrowers and the other Lenders. A Participant that sells any participating interest would be a Foreign Lender if it were a Lender shall not be entitled to a the benefits of Section 4.9 unless Borrowers are notified of the participation sold to Participant under this Section 12.2.1and such Participant agrees, (i) shall keep a register for the registration relating benefit of Borrowers, to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest comply with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated 4.9 as required by Section 3.5) as if though such Participant were a Lender under Section 3.5Lender.

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 such Lender, any Note held by the Obligations owing to such Lender, any Commitment of such Lender or any other interest of such Lender under any of the Loan 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 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, and the Borrower Borrowers and the 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. In additionIf a Lender sells a participation to a Person other than an Affiliate of such Lender, each then such Lender shall give prompt written notice thereof to Borrowers and the other Lenders. A Participant that sells any participating interest would be a Foreign Lender if it were a Lender shall not be entitled to a the benefits of SECTION 4.9 unless Borrowers are notified of the participation sold to Participant under this Section 12.2.1and such Participant agrees, (i) shall keep a register for the registration relating benefit of Borrowers, to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest comply with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated SECTION 4.10 as required by Section 3.5) as if though such Participant were a Lender under Section 3.5Lender.

Permitted Participants; Effect. Any Lender may at any time sell to one or more banks or other entities (other than an Ineligible Institution) (“Participants”) participating 119 12660163v2 interests in any Term Loans or Outstanding Revolving Credit Exposure of 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. 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 Term Loans and/or its Outstanding Revolving 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. In addition, each such Lender that sells any participating interest to a Participant under this Section 12.2.1‎12.2.1 shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, (i) shall keep a register for the registration relating to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 ‎3.5 (and updated as required by Section 3.5‎3.5) as if such Participant were a Lender under Section 3.5‎3.5.

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 such Lender, any Note held by the Obligations owing to such Lender, any Commitment of such Lender or any other interest of such Lender under any of the Loan 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 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, 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. In additionIf a Lender sells a participation to a Person other than an Affiliate of such Lender, each then such Lender shall give prompt written notice thereof to Borrowers and the other Lenders. A Participant that sells any participating interest would be a Foreign Lender if it were a Lender shall not be entitled to a the benefits of SECTION 5.9 unless Borrowers are notified of the participation sold to Participant under this Section 12.2.1and such Participant agrees, (i) shall keep a register for the registration relating benefit of Borrowers, to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest comply with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated SECTION 5.10 as required by Section 3.5) as if though such Participant were a Lender under Section 3.5Lender.

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 (each a “ParticipantsParticipant”) a participating interests interest in any Outstanding Credit Exposure of such Lender, any Note held by the Obligations owing to such Lender, any Commitment of such Lender or any other interest of such Lender under any of the Loan Credit 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, 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. In additionIf a Lender sells a participation to a Person other than an Affiliate of such Lender, each then such Lender shall give prompt written notice thereof to Borrowers and the other Lenders. A Participant that sells any participating interest would be a Foreign Lender if it were a Lender shall not be entitled to a the benefits of Section 5.9 unless Borrowers are notified of the participation sold to Participant under this Section 12.2.1and such Participant agrees, (i) shall keep a register for the registration relating benefit of Borrowers, to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest comply with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated 5.10 as required by Section 3.5) as if though such Participant were a Lender under Section 3.5Lender.

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 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 DocumentsDocuments on a pro rata or non-pro rata basis. Each Lender that sells a participating interest in any Loan or other interest to a Participant shall, as agent of the Borrower solely for the purpose of this Section 14.2, 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. Moreover, notwithstanding such recordation, such participation shall not be considered an assignment under Section 14.3 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 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, and the applicable 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 Section 2.15, Article IV and Section 9.2, the Participants shall be entitled to the same rights as if they were Lenders. In additionNotwithstanding anything herein to the contrary, each no Participant shall be entitled to receive any greater amount pursuant to Section 2.15 or Section 4.1 than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender that sells any participating interest to a Participant under this Section 12.2.1, (i) shall keep a register for the registration relating to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest with respect to such participation and each Participant had no such transfer thereof and the name and address of each transferee, and (ii) shall collect prior to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Participant were a Lender under Section 3.5occurred.

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 of 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, that no Disqualified Lender shall be permitted to be a Participant. 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 Loan Parties shall be determined as if such Lender had not sold such participating interests, and the Borrower Loan Parties and the 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. In addition, each such Lender that sells and Agent and the other Lenders shall not have any participating interest obligation or liability to a Participant under this Section 12.2.1, (i) shall keep a register for the registration relating to each such participation, specifying any such Participant’s name. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.10 and Section 5.11 unless (x) the Participant agrees to comply with, address and entitlement to payment of principal does in fact comply with, Sections 5.10 and interest with respect to such participation and each transfer thereof and the name and address of each transferee5.11, and (iiy) shall collect prior to the time Administrative Borrower agrees otherwise in writing that such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Participant were a Lender under Section 3.5is so entitled.

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 of 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. Notice of such participation to the Borrower 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. 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, 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. In addition, each such The Lender that sells any selling a participating interest to a Participant under this Section 12.2.1on its Loan, (iand the Participant(s) therein, shall keep a register for the registration relating to each bear their own fees and expenses incurred in connection with any such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) Borrower shall collect prior to the time have no obligation for any such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Participant were a Lender under Section 3.5fees or expenses.

Permitted Participants; Effect. Any Subject to Sections 12.3.3, any Lender may at any time sell to one or more banks or other entities a financial institution (“Participants”"Participant") a participating interests interest in any Outstanding Credit Exposure of 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 Loan any Credit Documents. In the event of Despite 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 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 Obligors shall be determined as if such Lender had not sold such participating interests, and the Borrower Obligors and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations the Credit Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Credit Documents. In addition, each such Lender that sells and Agent and the other Lenders shall not have any participating interest obligation or liability to a Participant under this Section 12.2.1, (i) shall keep a register for the registration relating to each such participation, specifying any such Participant’s name. Each Participant shall be entitled to the benefits of Section 5.8 (subject to the requirements and limitations therein and Section 5.9 (it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lender)), address Section 3.6.1 and entitlement Section 3.6.2 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.3; provided that such Participant shall not be entitled to receive any greater payment of principal and interest under Section 5.8, Section 3.6.1 or Section 3.6.2, with respect to such participation and each transfer thereof and the name and address of each transfereeany participation, and (ii) shall collect prior than its participating Lender would have been entitled to receive, except to the time extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant receives payments with respect to such acquired the applicable participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Participant were a Lender under Section 3.5.

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 of 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. 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 Facility Commitments for all purposes under the Loan Documentspurposes, all amounts payable by the Borrower under this Agreement Loan Parties within the applicable Loan Party Group shall be determined as if such Lender had not sold such participating interests, and the Borrower Loan Parties within the applicable Loan Party Group and the 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. In additionA Participant shall be entitled to the benefits of Section 5.8 in the same manner as if the Participant acquired its interest 169 by assignment, each such provided the Participant complies with the requirements of Section 5.9 as if it were a Lender. Each Lender that sells any participating interest selling a participation to a Participant under this Section 12.2.1, (i) shall keep a register register, as agent for the registration relating to Borrowers, meeting the requirements of Treasury Regulation Section 5f.103-1(c), of each such participation, specifying such Participant’s name, address and entitlement to payment payments of principal principal, interest and interest with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior to the time such Participant receives payments other amounts with respect to such participation. For the avoidance of doubt, from each such Participant the appropriate forms, certificates and statements described Agent (in Section 3.5 (and updated its capacity as required by Section 3.5Agent) as if such Participant were shall have no responsibility for maintaining a Lender under Section 3.5participant register.

Permitted Participants; Effect. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell (i) to one or more banks or other entities any Person participating interests in any Competitive Bid Loan held by such Lender, and (“Participants”ii) to a Qualified Bank ("Participant") participating interests in any Outstanding Credit Exposure of Ratable Loan owing to such Lender, any Ratable 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 Administrative Agent shall be required prior to a sale of a participating interest described in clause (ii) above 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 consents shall not be unreasonably withheld. 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, and the Borrower Borrower, the Company 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. In addition, each such Lender that sells any participating interest to a Participant under this Section 12.2.1, (i) shall keep a register for the registration relating to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Participant were a Lender under Section 3.5.

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 of 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 DocumentsDocuments on a pro rata or non-pro rata basis. Notice of such participation to the Borrower and the Agent 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 '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, and the Borrower Borrowers and the 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. In addition, each such Lender that sells any participating interest to a Participant under this Section 12.2.1except that, (i) for purposes of Article IV hereof, the Participants shall keep a register for the registration relating to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior be entitled to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) same rights as if such Participant they were a Lender under Section 3.5Lenders.

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 of 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. 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 Facility Commitments for all purposes under the Loan Documentspurposes, all amounts payable by the Borrower under this Agreement Loan Parties within the applicable Loan Party Group shall be determined as if such Lender had not sold such participating interests, and the Borrower Loan Parties within the applicable Loan Party Group and the 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. In additionA Participant of U.S. Facility Obligations or Canadian Facility Obligations that would be a Foreign Lender if it were a Lender shall be entitled to the benefits of Section 5.8 in the same manner as if the Participant acquired its interest by assignment, each such provided the Participant complies with the requirements of Section 5.9 as if it were a Lender. Each Lender that sells any participating interest selling a participation to a Participant under this Section 12.2.1, (i) shall keep a register register, as agent for the registration relating to Borrowers, meeting the requirements of Treasury Regulation Section 5f.103-1(c), of each such participation, specifying such Participant’s name, address and entitlement to payment payments of principal principal, interest and interest with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior to the time such Participant receives payments other amounts with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Participant were a Lender under Section 3.5.

Permitted Participants; Effect. Any Subject to Section 13.3.3, any Lender may 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 of 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. 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 it shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender it 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 shall be determined as if such Lender it had not sold such participating interests, and the Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents. In addition, each such Lender that sells and Agent and the other Lenders shall not have any participating interest obligation or liability to a Participant under this Section 12.2.1, (i) shall keep a register for the registration relating to each such participation, specifying any such Participant’s name. Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.7, address 3.9 and entitlement 5.8 (subject to the requirements and limitations therein, including the requirements under Section 5.9 (it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.3; provided that such Participant shall not be entitled to receive any greater payment of principal and interest under Section 3.9 or 5.8, with respect to such participation and each transfer thereof and the name and address of each transfereeany participation, and (ii) shall collect prior than its participating Lender would have been entitled to receive, except to the time extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant receives payments with respect to such acquired the applicable participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Participant were a Lender under Section 3.5.

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 Revolving Loan 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 DocumentsDocuments on a pro rata or non-pro rata basis. Notice of such participation to the Borrower and the Agent 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 '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, and the Borrower and the 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. In additionDocuments except that, each such Lender that sells any participating interest to a Participant under this Section 12.2.1for purposes of Article IV hereof, (i) the Participants shall keep a register for the registration relating to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior be entitled to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) same rights as if such Participant they were a Lender under Section 3.5Lenders.

Permitted Participants; Effect. Any Lender may at any time sell to one or more banks or other entities (“Participants”) participating interests in any Outstanding Revolving Credit Exposure of 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. 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 Revolving 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 shall be determined as if such Lender had not sold such participating interests, and the Borrower Borrowers and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents. In addition, each such Lender that sells any participating interest to a Participant under this Section 12.2.1, (i) shall keep a register for the registration relating to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Participant were a Lender under Section 3.5.

Permitted Participants; Effect. Any Lender may at any time sell to one or more banks or other entities (other than an Ineligible Institution) (“Participants”) participating interests in any Outstanding Revolving Credit Exposure Obligations of such Lender, any Note promissory note issued hereunder held by such Lender, any Revolving Loan Commitment of such Lender or any other interest of such Lender under the Loan Documents. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the owner of its Outstanding Revolving Credit Exposure Obligations 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, 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. In addition, each such Lender that sells except that, for purposes of Article IV and Section 2.14(E) hereof, the Participants shall be entitled to the same rights as if they were Lenders; provided, however, no Participant shall be entitled to receive any participating interest greater amount pursuant to a Participant under this Section 12.2.1, (i) shall keep a register for the registration relating to each such participation, specifying Article IV hereof than such Participant’s nametransferor Lender would have been entitled to receive in respect of the amount of the participation transferred had no such transfer occurred, address and except to the extent such entitlement to receive a greater payment of principal and interest with respect to such participation and each transfer thereof and results from a Change in Law that occurs after the name and address of each transferee, and (ii) shall collect prior to Participant acquired the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Participant were a Lender under Section 3.5applicable Participation.

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 of Loan owing to such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under the Loan Documents. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s '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, and the Borrower and the 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. In additionNotwithstanding anything contained in this Agreement to the contrary, each such Borrower shall not be obligated to pay any fees and expenses incurred by any Lender that sells in connection with the sale of any participating interest interests in any Loan pursuant to a Participant under this Section 12.2.1, (i) shall keep a register for the registration relating to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Participant were a Lender under Section 3.5Section.

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 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. 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, 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 addition, each The applicable Lender shall use commercially reasonable efforts to notify the Borrower of the amount of any such Lender that sells any sale of participating interest interests to a Participant under this Section 12.2.1, and the identity of such Participant in respect thereof within five (i5) Business Days of such sale; provided that no Lender shall keep a register be subject to any liability for the registration relating failure to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest with respect to such participation and each transfer thereof and so notify the name and address of each transferee, and (ii) shall collect prior to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Participant were a Lender under Section 3.5.Borrower

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 of 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 that any such sale shall be at no cost to the Borrower. 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, and the Borrower and the 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. In addition, each such Lender that sells any participating interest The consent of the Borrower shall be required prior to a participation becoming effective with respect to a Participant under this Section 12.2.1, (i) shall keep a register for the registration relating to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Participant were which is not a Lender under Section 3.5or 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 Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell (i) to one any Person participating interests in any Competitive Bid Loan held by such Lender, and (ii) to another Lender or more banks or other entities a Qualified Bank (“Participants”"Participant") participating interests in any Outstanding Credit Exposure of Ratable Loan owing to such Lender, any Ratable 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 Administrative Agent shall be required prior to a sale of a participating interest described in clause (ii) above 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 consents shall not be unreasonably withheld. 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, and the Borrower Borrower, the Company 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. In addition, each such Lender that sells any participating interest to a Participant under this Section 12.2.1, (i) shall keep a register for the registration relating to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Participant were a Lender under Section 3.5.

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 of 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. Notice of such participation to the Borrower 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. 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, 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. In addition, each No Participant shall be entitled to receive any amount in excess of such amount as the Lender that sells any from which such Participant purchased its participating interest to a Participant under this Section 12.2.1, (i) shall keep a register for the registration relating to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest would have received with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Participant were a Lender under Section 3.5participating interest.

Permitted Participants; Effect. Any Lender may at any time sell to one or more banks or other entities (other than an Ineligible Institution) (“Participants”) participating interests in any Term Loans or Outstanding Revolving Credit Exposure of 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. 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 Term Loans and/or its Outstanding Revolving 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 LenderXxxxxx’s rights and obligations under the Loan Documents. In addition, each such Lender that sells any participating interest to a Participant under this Section 12.2.112.2.1 shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, (i) shall keep a register for the registration relating to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Participant were a Lender under Section 3.5.

Permitted Participants; Effect. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell (i) to one or more banks or other entities any Person participating interests in any Competitive Bid Loan held by such Lender, and (“Participants”ii) to a Qualified Bank ("Participant") participating interests in any Outstanding Credit Exposure of Ratable Loan owing to such Lender, any Ratable 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 Administrative Agent shall be required prior to a sale of a participating interest described in clause (ii) above 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 consents shall not be unreasonably withheld. 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, and the Borrower Borrower, the Company 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. In addition, each such Lender that sells any participating interest to a Participant under this Section 12.2.1, (i) shall keep a register for the registration relating to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Participant were a Lender under Section 3.513.2.2.

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 such Lender, any Note held by the Obligations owing to such Lender, any Commitment of such Lender or any other interest of such Lender under any of the Loan 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 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, and the Borrower Borrowers and the 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. In additionIf a Lender sells a participation to a Person other than an Affiliate of such Lender, each then such Lender shall give prompt written notice thereof to Borrowers and the other Lenders. A Participant that sells any participating interest would be a Foreign Lender if it were a Lender shall not be entitled to a the benefits of Section 4.9 unless Borrowers are notified of the participation sold to Participant under this Section 12.2.1and such Participant agrees, (i) shall keep a register for the registration relating benefit of Borrowers, to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest comply with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated 4.10 as required by Section 3.5) as if though such Participant were a Lender under Section 3.5Lender.

Permitted Participants; Effect. Any Subject to the terms and conditions of any Acknowledgment Agreement, the Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time (and from time to time) sell to one or more banks or other entities (each a “ParticipantsParticipant”) participating interests in any Outstanding Credit Exposure of such Loan owing to the Lender, any Note held by such the Lender, any Commitment Available Facility Amount of such Lender the Lender, or any other interest of such the Lender under this Agreement or the Loan other Facility Documents. In the event of any such sale by a the Lender of a participating interests interest to a Participant, such (i) the Lender’s obligations hereunder and under the Loan other Facility Documents shall remain unchanged, such ; (ii) the Lender shall remain solely responsible to the other parties hereto Borrower for the performance of such obligations, such ; and (iii) the 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 the purposes under the Loan Facility Documents; provided, all that if the Participant is a Foreign Purchaser, the Participant shall provide the Lender with the information necessary to permit the Lender to comply, and the Lender shall comply, with Section 3.02(d) as if the Lender were a Foreign Purchaser. All amounts payable by the Borrower under this Agreement shall be determined as if such Lender the Xxxxxx had not sold such participating interests, and the . The Borrower and the Agent Lender shall continue to deal solely and directly with such Lender each other in connection with such the Lender’s rights and obligations under the Loan Facility Documents. In addition, each such Lender that sells any participating interest to a Participant under this Section 12.2.1, (i) shall keep a register for the registration relating to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Participant were a Lender under Section 3.5.

Permitted Participants; Effect. Any Lender may at any time sell to one or more banks or other entities (other than an Ineligible Institution) (“Participants”) participating interests in any Term Loans or Outstanding Revolving Credit Exposure of 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. 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 Term Loans and/or its Outstanding Revolving 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. In addition, each such Lender that sells any participating interest to a Participant under this Section 12.2.1‎12.2.1 shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, (i) shall keep a register for the registration relating to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 ‎3.5 (and updated as required by Section 3.5‎3.5) as if such Participant were a Lender under Section 3.5‎3.5.

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, the Commitment of such Lender, any Note held by such Lender, any Commitment L/C Interest of such Lender or 106 115 any other interest of such Lender under the Loan DocumentsDocuments 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, Designated Lender or an Affiliate thereof. Upon receiving said notice, the Administrative Agent shall record the participation in the Register it maintains. Moreover, notwithstanding such recordation, such participation shall not be considered 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, 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 Documents. In additionDocuments except that, each such Lender that sells any participating interest to a Participant under this Section 12.2.1for purposes of Article IV hereof, (i) the Participants shall keep a register for the registration relating to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior be entitled to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) same rights as if such Participant they were a Lender under Section 3.5Lenders.

Permitted Participants; Effect. Any Lender may may, without the consent of, or notice to, any Borrower, 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 a Person described in Section 12.3.1(b) (“Participants”) participating interests in any Outstanding Credit Exposure of 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. 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, and the Borrower Borrowers, the Issuers, the Swingline Lender and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents. In additionNotwithstanding anything in this Agreement to the contrary, each such Lender that sells any participating interest to a Participant under this Section 12.2.1may not include a natural Person, (i) shall keep a register for the registration relating to each such participation, specifying such Participant’s name, address and entitlement to payment Borrower or any Affiliate or Subsidiary of principal and interest with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Participant were a Lender under Section 3.5any Borrower.

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 of Loan owing to such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under the Loan Documents. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the owner of its 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 the 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. In addition, each such Each Lender that sells any participating interest to a Participant under participation shall, acting solely for this Section 12.2.1purpose as a non-fiduciary agent of the Borrower, (i) shall keep maintain a register for the registration relating to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest with respect to such participation and each transfer thereof and on which it enters the name and address of each transfereeParticipant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (iiin its capacity as Administrative Agent) shall collect prior to the time such have no responsibility for maintaining a Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Participant were a Lender under Section 3.5Register.

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 of 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. 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 Facility Commitments for all purposes under the Loan Documentspurposes, all amounts payable by the Borrower under this Agreement Loan Parties within the applicable Loan Party Group shall be determined as if such Lender had not sold such participating interests, and the Borrower Loan Parties within the applicable Loan Party Group and the 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. In additionA Participant shall be entitled to the benefits of Section 5.8 in the same manner as if the Participant acquired its interest by assignment, each such provided the Participant complies with the requirements of Section 5.9 as if it were a Lender. Each Lender that sells any participating interest selling a participation to a Participant under this Section 12.2.1, (i) shall keep a register register, as agent for the registration relating to Borrowers, meeting the requirements of Treasury Regulation Section 5f.103-1(c), of each such participation, specifying such Participant’s name, address and entitlement to payment payments of principal principal, interest and interest with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior to the time such Participant receives payments other amounts with respect to such participation. For the avoidance of doubt, from each such Participant the appropriate forms, certificates and statements described Agent (in Section 3.5 (and updated its capacity as required by Section 3.5Agent) as if such Participant were shall have no responsibility for maintaining a Lender under Section 3.5participant register.

Permitted Participants; Effect. Any Lender may at any time sell to one or more banks or other entities (other than a natural person) (“Participants”) participating interests in any Term Loans or Outstanding Revolving Credit Exposure of 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. 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 Term Loans and/or its Outstanding Revolving 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. In addition, each such Lender that sells any participating interest to a Participant under this Section 12.2.112.2.1 shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, (i) shall keep a register for the registration relating to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Participant were a Lender under Section 3.5.

Permitted Participants; Effect. Any Lender Bank may at any time sell to one or more banks or other entities (“"Participants”") participating interests in any Outstanding Credit Exposure of such LenderBank, any Note held by such LenderBank, any Commitment of such Lender Bank or any other interest of such Lender Bank under the Loan Financing Documents. In the event of any such sale by a Lender Bank of participating interests to a Participant, such Lender’s Bank's obligations under the Loan Financing Documents shall remain unchanged, such Lender Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender Bank 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 Financing Documents, all amounts payable by the Borrower under this Agreement shall be determined as if such Lender Bank had not sold such participating interests, and the Borrower and the Agent shall continue to deal solely and directly with such Lender Bank in connection with such Lender’s Bank's rights and obligations under the Loan Financing Documents. In additionVoting Rights. Each Bank shall retain the sole right to approve, each such Lender that sells without the consent of any participating interest to a Participant under this Section 12.2.1Participant, (i) shall keep a register for any amendment, modification or waiver of any provision of the registration relating to each such participationFinancing Documents other than any amendment, specifying such Participant’s name, address and entitlement to payment of principal and interest modification or waiver with respect to any Credit Extension or Commitment in which such participation Participant has an interest which would require consent of all of the Banks (and each transfer thereof and all the name and address of each transferee, and (ii) shall collect prior Banks in a particular Facility to the time such Participant receives payments with respect extent the participation relates to such participation, from each such Participant that Facility) pursuant to the appropriate forms, certificates and statements described in terms of Section 3.5 (and updated as required by Section 3.5) as if such Participant were a Lender under Section 3.510.4 or of any other Financing Document.

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 of 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. Notice of such participation to the Borrower and the Agent 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 '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, and the Borrower and the 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. In additionDocuments except that, each for purposes of Article IV hereof, the Participants shall be entitled to the same rights as if they were Lenders; provided, however, that such Participant shall have complied with all requirements required to be complied with by any Lender under such Article IV and provided further, however, that sells no Participant shall be entitled to receive any participating interest greater amount pursuant to a Participant under this Section 12.2.1, (i) shall keep a register for such Article IV than the registration relating transferor Lender would have been entitled to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest with receive in respect to the amount of the participation transferred by such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior transferor Lender to the time such Participant receives payments with respect to had no such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Participant were a Lender under Section 3.5transfer occurred.

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 such Lender, any Note held by the Obligations owing to such Lender, any Commitment of such Lender or any other interest of such Lender under any of the Loan 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 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, and the Borrower Borrowers and the 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. In additionIf a Lender sells a participation to a Person other than an Affiliate of such Lender, each then such Lender shall give prompt written notice thereof to Borrowers and the other Lenders. A Participant that sells any participating interest would be a Foreign Lender if it were a Lender shall not be entitled to a the benefits of SECTION 5.9 unless Borrowers are notified of the participation sold to Participant under this Section 12.2.1and such Participant agrees, (i) shall keep a register for the registration relating benefit of Borrowers, to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest comply with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated SECTION 5.10 as required by Section 3.5) as if though such Participant were a Lender under Section 3.5Lender.

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 of 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 DocumentsDocuments on a pro rata or non-pro rata basis. Notice of such participation to the Borrower and the Agent 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 '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, and the Borrower Borrowers and the 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. In addition, each such Lender that sells any participating interest to a Participant under this Section 12.2.1except that, (i) for purposes of Article IV hereof, the Participants shall keep a register for the registration relating to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior be entitled to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) same rights as if such Participant they were a Lender under Section 3.5Lenders.

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 of Loan owing to such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under the Loan Documents. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s '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, and the Borrower and the 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. In additionParticipants shall be entitled to the benefits of the cost protection provisions contained in Sections 2.17, each 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 that sells any participating interest to a Participant under this Section 12.2.1, (i) shall keep a register for the registration relating to each had such Lender not sold such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Participant were a Lender under Section 3.5.

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 time sell to one or more banks or other entities (“"Participants”") participating ------------ interests in any Outstanding Credit Exposure of 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, except that (i) no consent of Borrower shall be required for any such sale if an Event of Default has occurred and is continuing and (ii) no consent of any of the Administrative Agent, the Syndication Agent or the Borrower shall ever be required for any such sale made to any Lender's Affiliate. 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, and the Borrower and 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 the Loan Documents. In addition, each such Lender that sells any participating interest to a Participant under this Section 12.2.1, (i) shall keep a register for the registration relating to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Participant were a Lender under Section 3.5.

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 Revolving Loan 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 DocumentsDocuments on a pro rata or non-pro rata basis. Notice of such participation to the Borrower (and, if such participation is with respect to an Alternate Currency Loan, the applicable Alternate Currency Bank) 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. 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, 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. In additionDocuments except that, each such Lender that sells any participating interest to a Participant under this Section 12.2.1for purposes of Article IV hereof, (i) the Participants shall keep a register for the registration relating to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior be entitled to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) same rights as if such Participant they were a Lender under Section 3.5Lenders.

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 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 DocumentsDocuments on a pro rata or non-pro rata basis. Each Lender that sells a participating interest in any Loan or other interest to a Participant shall, as agent of the Borrower solely for the purpose of this Section 14.2, 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. Moreover, notwithstanding such recordation, such participation shall not be considered an assignment under Section 14.3 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 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, and the applicable 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 Section 2.16, Article IV and Section 9.2, the Participants shall be entitled to the same rights as if they were Lenders. In additionNotwithstanding anything herein to the contrary, each no Participant shall be entitled to receive any greater amount pursuant to Section 2.16 or Section 4.1 than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender that sells any participating interest to a Participant under this Section 12.2.1, (i) shall keep a register for the registration relating to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest with respect to such participation and each Participant had no such transfer thereof and the name and address of each transferee, and (ii) shall collect prior to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Participant were a Lender under Section 3.5occurred.

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 of 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. 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, 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. In addition, each such Lender that sells The participation agreement effecting the sale of any participating interest shall contain a representation by the Participant to a Participant the effect that none of the consideration used to make the purchase of the participating interest in the Commitment and Loans under this Section 12.2.1, (i) shall keep a register for the registration relating to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest with respect to such participation agreement are "plan assets" as defined under ERISA and each transfer thereof that the rights and interests of the name Participant in and address of each transferee, and (ii) shall collect prior to under the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Participant were a Lender Loan Documents will not be "plan assets" under Section 3.5ERISA.

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 of 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. Notice of such participation to the Borrower 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. 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, 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. In addition, each such The Lender that sells any selling a participating interest to a Participant under this Section 12.2.1on its Loan, (iand the Participant(s) therein, shall keep a register for the registration relating to each bear their own fees and expenses incurred in connection with any such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) Borrower shall collect prior to the time have no obligation for any such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Participant were a Lender under Section 3.5fees or expenses.