Common use of Permitted Participants; Effect Clause in Contracts

Permitted Participants; Effect. Any Lender 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 Loan owing to such Lender, any participation in Facility Letters of Credit owned by such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under the Loan Documents. Unless a Default has occurred and is continuing, the consent of the Borrower and the Agent shall be required prior to such sale becoming effective with respect to a Participant which is not a Lender or an Affiliate of a Lender or of such Lender's parent corporation. Such consent 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 holder of any such Note 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, the Issuer 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.

Permitted Participants; Effect. Any Lender 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 Loan owing to such Lender, any participation in Facility Letters of Credit owned by such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under the Loan Documents. Unless a Default has occurred and is continuing, the consent of provided that the Borrower and the Agent shall be required prior to such sale becoming effective with respect to a Participant which is not a Lender or an Affiliate of a Lender or of such Lender's parent corporation. Such consent shall not be unreasonably withheldobligated to incur any cost or expense in connection with such sale. 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 holder of any such Note 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, the Issuer Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's ’s rights and obligations under the Loan Documents.

Permitted Participants; Effect. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time sell sell, without the consent of the Borrower or the Administrative Agent, to one or more banks banks, financial institutions, pension funds, or any other funds or entities other than the Borrower or its Affiliates ("“Participants"”) participating interests in any Loan owing to such Lender, any participation in Facility Letters of Credit owned by such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under the Loan Documents. Unless a Default has occurred and is continuing, the consent of the Borrower and the Agent shall be required prior to such sale becoming effective with respect to a Participant which is not a Lender or an Affiliate of a Lender or of such Lender's parent corporation. Such consent 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 Loans 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, the Issuer Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's ’s rights and obligations under the Loan Documents.

Permitted Participants; Effect. Any Upon giving notice to but without obtaining the consent of Borrower, any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks Persons (other than a natural person or other entities the Borrower or any of the Borrower’s Affiliates or Subsidiaries) ("“Participants"”) participating interests in any Loan Obligations owing to such Lender, any participation in Facility Letters of Credit owned by such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under the Loan Documents. Unless a Default has occurred and is continuing, the consent of the Borrower and the Agent shall be required prior to such sale becoming effective with respect to a Participant which is not a Lender or an Affiliate of a Lender or of such Lender's parent corporation. Such consent 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 the Obligations owing to such Lender and the holder of any such Note issued to it 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, the Issuer Swingline Lender 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.

Permitted Participants; Effect. Any The Lender 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 ("Participants"each a “Participant”) participating interests in any Loan owing to such Lender, any participation in Facility Letters of Credit owned by such 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. Unless a Default has occurred and is continuing, the consent of the Borrower and the Agent shall be required prior to such sale becoming effective with respect to a Participant which is not a Lender or an Affiliate of a Lender or of such Lender's parent corporation. Such consent shall not be unreasonably withheld. In the event of any such sale by a the Lender of a participating interests interest to a Participant, such (i) the Lender's ’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 Loans and the holder of any such Note issued to it in evidence thereof for all the purposes under the Loan Documents, all . All amounts payable by the Borrower under this Agreement shall be determined as if such the Lender had not sold such participating interests, . The Borrower and the Borrower, the Issuer and the Agent Lender shall continue to deal solely and directly with such Lender each other in connection with such the Lender's ’s rights and obligations under the Loan Facility Documents.

Permitted Participants; Effect. Any Lender 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 that are not competitors of the Borrower or any Subsidiary in any of their respective lines of business ("“Participants"”) participating interests in any Loan owing to such Lender, any participation in Facility Letters of Credit owned by such Lender, any Note held by such Lender, any Commitment of such Lender, any L/C Interest of such Lender or any other interest of such Lender under the Loan Documents. Unless a Default has occurred and is continuing, the consent of the Borrower and the Agent shall be required prior to such sale becoming effective with respect to a Participant which is not a Lender or an Affiliate of a Lender or of such Lender's parent corporation. Such consent 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 Loans and L/C Interests 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, the Issuer 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.

Permitted Participants; Effect. Any Lender 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 Loan owing to such Lender, any participation in Facility Letters of Credit owned by such Lender, any Note held by such Lender, any Commitment interest of such Lender in Term Loan A or Term Loan B, or the Commitment Amount, if any, of such Lender, or any other interest or obligation of such Lender under the Loan Documents. Unless Documents (in amounts of not less than $5,000,000, or a Default has occurred and is continuing, lesser amount with the consent of the Borrower and the Agent shall be required prior to such sale becoming effective with respect to a Participant which is not a Lender or an Affiliate of a Lender or of such Lender's parent corporation. Such consent shall not be unreasonably withheldAdministrative Agent). In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the owner of its Commitment Amount, if any, interests in Term Loan A or Term Loan B, if any, and all of its Loans, and the holder of any such Note issued to it in evidence thereof for all purposes under the Loan Documents, all amounts payable by the Borrower Borrowers under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrower, the Issuer Borrowers and the Administrative Agent and other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under the Loan Documents.

Permitted Participants; Effect. Any Lender may, 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 (a "ParticipantsPARTICIPANT") participating interests in any Loan owing to such Lender, any participation in Facility Letters of Credit owned by such Lender, any Note held by such Lender, any L/C Interest held by such Lender, the Commitment of such Lender or any other interest of such Lender under the Loan Documents. Unless a Default has occurred and is continuing, the consent of the Borrower and the Agent shall be required prior to such sale becoming effective with respect to a Participant which is not a Lender or an Affiliate of a Lender or of such Lender's parent corporation. Such consent 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 Loans and the holder of any such Note issued to it 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, the Issuer Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under the Loan Documents. The participation agreement effecting the sale of any participating interest shall contain a representation by the Participant to the effect that none of the consideration used to make the purchase of the participating interest in the Commitment, Loans and L/C Interests under such participation agreement are "plan assets" as defined under ERISA and that the rights and interests of the Participant in and under the Loan Documents will not be "plan assets" under ERISA.

Permitted Participants; Effect. (a) Any Lender may, 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 ("ParticipantsPARTICIPANTS"") participating interests in any Loan owing to such Lender, any participation in Facility Letters of Credit owned by such Lender, any Bridge Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under the Loan Documents. Unless a Default has occurred and is continuing, ; provided that the consent of the Borrower and the Agent shall be required prior to such sale becoming effective with respect to a Participant which is not a Lender or an Affiliate of a Lender or aggregate amount of such Lender's parent corporation. Such consent participating interest shall not be unreasonably withheldless than $5.0 million. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the owner of its Loans and the holder of any 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, the Issuer Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under the Loan Documents.

Permitted Participants; Effect. Any Subject to the terms set forth in this Section 10.2, any Lender 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") participating interests in any Loan Advance owing to such Lender, any participation in Facility Letters of Credit owned by such Lenderthe Notes, any Note held by such Lender, any the Commitment of such Lender or any other interest of such Lender under the Loan DocumentsDocuments on a pro rata or non-pro rata basis. Unless a Default has occurred Notice of such participation to the other Lenders and is continuing, the consent of to the Borrower and the Agent shall be required prior to such sale any participation becoming effective with respect to a Participant which is not a Lender or an Affiliate of a Lender or of such Lender's parent corporation. Such consent shall not be unreasonably withheldeffective. In the event of any such sale by a any 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 holder of any such the Note 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, the Issuer and the Agent Borrower shall continue to deal solely and directly with such Lender Agent in connection with such each Lender's rights and obligations under the Loan Documents.

Permitted Participants; Effect. Any Lender 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 Loan owing to such Lender, any participation in Facility Letters of Credit owned Note held by such Lender, any Note held by such Lender's interest in any Facility Letter of Credit Obligation, any Commitment of such Lender or any other interest of such Lender under the Loan Documents. Unless a Default has occurred and is continuing, the consent of the Borrower and the Agent shall be required prior to such sale becoming effective with respect to a Participant which is not a Lender or an Affiliate of a Lender or of such Lender's parent corporation. Such consent 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 Loans 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, the Issuer 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.

Permitted Participants; Effect. Any Lender Bank may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities Persons ("other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Defaulting Bank or the Company or any of the Company’s Affiliates or Subsidiaries) (“Participants"”) participating interests in any Loan owing to such Lender, any participation in Facility Letters of Credit owned by such LenderBank, any Note held by such LenderBank, any the Commitment of such Lender Bank or any other interest of such Lender Bank under the Loan Documents. Unless a Default has occurred and is continuing, the consent of the Borrower and the Agent shall be required prior to such sale becoming effective with respect to a Participant which is not a Lender or an Affiliate of a Lender or of such Lender's parent corporation. Such consent shall not be unreasonably withheld. In the event of Upon any such sale by a Lender Bank of participating interests to a Participant, such Lender's Bank’s obligations under the Loan 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 Loans 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 Bank had not sold such participating interests, and the Borrower, the Issuer Company and the Administrative 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 Documents.

Permitted Participants; Effect. Any Lender 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 Loan owing to such Lender, any participation in Facility Letters Outstanding Credit Exposure of Credit owned by such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under the Loan Documents. Unless Documents (in amounts of not less than $5,000,000, or a Default has occurred and is continuing, lesser amount with the consent of the Borrower and the Agent shall be required prior to such sale becoming effective with respect to a Participant which is not a Lender or an Affiliate of a Lender or of such Lender's parent corporation. Such consent shall not be unreasonably withheldBorrower). 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, the Issuer 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.

Permitted Participants; Effect. Any Lender 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 Loan owing to such Lender, any participation in Facility Letters of Credit owned by such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under the Loan Documents. Unless ; PROVIDED that any such sale is accompanied by the assignment to the same Participant of a Default has occurred and is continuing, the consent Pro Rata Share of the Borrower selling Lender's interest under the Facility B Credit Agreement and the Agent shall be required prior to such sale becoming effective with respect to a Participant which is not a Lender or an Affiliate of a Lender or of such Lender's parent corporation. Such consent shall not be unreasonably withheldother Facility B 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 holder of any such Note 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, the Issuer 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.

Permitted Participants; Effect. Any Lender 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 Loan owing to such Lender, any participation in Facility Letters of Credit owned by such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under the Loan Documents. Unless a Default has occurred and is continuing, the consent of the Borrower and the Agent shall be required prior to such sale becoming effective with respect to a Participant which is not a Lender or an Affiliate of a Lender or of such Lender's parent corporation. Such consent 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 holder of any such Note 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, the Issuer 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. Notwithstanding anything contained in this Agreement to the contrary, Borrower shall not be obligated to pay any fees and expenses incurred by any Lender in connection with the sale of any participating interests in any Loan pursuant to this Section.

Permitted Participants; Effect. Any Term Lender 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 Loan Term Loans owing to such Term Lender, any participation in Facility Letters of Credit owned by such Lender, any Term Note held by such Term Lender, any Term Commitment of such Lender Term Lender, if any, or any other interest of such Term Lender under the Loan Credit Documents. Unless a Default has occurred and is continuing, the consent of the Borrower and the Agent shall be required prior to such sale becoming effective with respect to a Participant which is not a Lender or an Affiliate of a Lender or of such Lender's parent corporation. Such consent shall not be unreasonably withheld. In the event of any such sale by a Term Lender of participating interests to a Participant, such Term Lender's obligations under the Loan Credit Documents shall remain unchanged, such Term Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Term Lender shall remain the holder of any such Term Note for all purposes under the Loan Credit Documents, all amounts payable by the Borrower Credit Parties under this Agreement shall be determined as if such Term Lender had not sold such participating interests, and the Borrower, the Issuer Credit Parties and the Administrative Agent shall continue to deal solely and directly with such Term Lender in connection with such Term Lender's rights and obligations under the Loan Credit Documents.

Permitted Participants; Effect. Any Subject to the terms set forth in this Section 13.2, any Lender 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 Loan owing to such Lender, any participation in Facility Letters of Credit owned by such Lender, any Note held by such Lender, any Revolving Loan Commitment of such Lender, any L/C Interest of such Lender or any other interest of such Lender under the Loan DocumentsDocuments on a pro rata or non-pro rata basis, provided that no such participation may be effected if such participation would increase Borrowers’ liability for Taxes or Other Taxes. Unless a Default has occurred and is continuing, the consent Notice of such participation to the Borrower and the Agent shall be required prior to such sale any participation becoming effective with respect to a Participant which is not a Lender or an Affiliate of a Lender or of such Lender's parent corporation. Such consent shall not be unreasonably withheldthereof. 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 holder of any such Note 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, the Issuer 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 DocumentsDocuments except that, for purposes of Article IV hereof, the Participants shall be entitled to the same rights as if they were Lenders.

Permitted Participants; Effect. Any Lender may, in the ordinary course of its business and in accordance with applicable lawlaw in its sole and absolute discretion, and without cost or additional liability to Borrower, at any time sell to one or more banks Affiliates or other entities ("“Participant” or “Participants"”) participating interests in any Loan the Obligations owing to such Lender, any participation in Facility Letters of Credit owned by such Lender, any Note held by such Lender, any Commitment commitment of such Lender or any other interest of such Lender under the Loan Documents. Unless a Default has occurred and is continuing, the consent of the Borrower and the Agent shall be required prior to such sale becoming effective with respect to a Participant which is not a Lender or an Affiliate of a Lender or of such Lender's parent corporation. Such consent shall not be unreasonably withheld. In the event of any such sale by a Lender of participating interests to a ParticipantParticipant subject to the terms hereof, (a) such Lender's ’s obligations under the Loan Documents shall remain unchanged, (b) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (c) such Lender shall remain the owner of its Commitment and its portion of the Obligations and the holder of any such Note issued to it in evidence thereof for all purposes under the Loan Documents, (d) 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, the Issuer and the Agent Borrower shall continue to deal solely and directly with such Lender in connection with such LenderXxxxxx's rights and obligations under the Loan Documents.

Permitted Participants; Effect. Any Lender may, in the ordinary course of its business and in accordance with applicable lawApplicable Law, at any time sell to one or more banks commercial banks, savings and loan associations, savings banks, finance companies, investment funds or other entities financial institutions (whether a corporation, partnership, or other entity), or Affiliates of Lender (each a "ParticipantsPARTICIPANT") a participating interests interest in any Loan of the Obligations owing to such Lender, any participation in Facility Letters of Credit owned by such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under the Loan Documents. Unless a Default has occurred and is continuing, the consent any of the Borrower and the Agent shall be required prior to such sale becoming effective with respect to a Participant which is not a Lender or an Affiliate of a Lender or of such Lender's parent corporation. Such consent shall not be unreasonably withheldDIP Financing Documents. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan DIP Financing Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the oblige hereunder and holder of any such Note for all purposes under the Loan DIP Financing Documents, all amounts payable by the Borrower Borrowers under this Agreement and any Note shall be determined as if such Lender had not sold such participating interests, and the Borrower, the Issuer and the Agent Borrowers shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under the Loan DIP Financing Documents. If Lender sells a participation to a Person other than an Affiliate of Lender, then Lender shall give prompt written notice thereof to Borrowers.

Permitted Participants; Effect. Any Lender 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 ("Participants"each a “Participant”) participating interests in any Loan owing to such Lender, any participation in Facility Letters of Credit owned by such the Lender, any Note held by such the Lender, any Commitment Amount of such Lender the Lender, or any other interest of such the Lender under this Agreement or the Loan other Facility Documents. Unless a Default has occurred and is continuing, the consent of the Borrower and the Agent shall be required prior to such sale becoming effective with respect to a Participant which is not a Lender or an Affiliate of a Lender or of such Lender's parent corporation. Such consent shall not be unreasonably withheld. In the event of any such sale by a the Lender of a participating interests interest to a Participant, such (i) the Lender's ’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 Loans and the holder of any such Note issued to it in evidence thereof for all the purposes under the Loan Documents, all . All amounts payable by the Borrower under this Agreement shall be determined as if such the Lender had not sold such participating interests, . Borrower and the Borrower, the Issuer and the Agent Lender shall continue to deal solely and directly with such Lender each other in connection with such the Lender's ’s rights and obligations under the Loan Facility Documents.

Permitted Participants; Effect. Any Lender 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 ("Participants"each a “Participant”) participating interests in any Loan owing to such Lender, any participation in Facility Letters of Credit owned by such the Lender, any Note held by such the Lender, any Commitment Amount of such Lender the Lender, or any other interest of such the Lender under this Agreement or the Loan other Facility Documents. Unless a Default has occurred and is continuing, the consent of the Borrower and the Agent shall be required prior to such sale becoming effective with respect to a Participant which is not a Lender or an Affiliate of a Lender or of such Lender's parent corporation. Such consent shall not be unreasonably withheld. In the event of any such sale by a the Lender of a participating interests interest to a Participant, such (i) the Lender's ’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 Borrowers for the performance of such obligations, such ; and (iii) the Lender shall remain the owner of its Loans and the holder of any such Note issued to it in evidence thereof for all the purposes under the Loan Facility Documents, all . All amounts payable by the Borrower Borrowers under this Agreement shall be determined as if such the Lender had not sold such participating interests, . Borrowers and the Borrower, the Issuer and the Agent Lender shall continue to deal solely and directly with such Lender each other in connection with such the Lender's ’s rights and obligations under the Loan Facility Documents.

Permitted Participants; Effect. Any Lender Bank 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 (each a "ParticipantsParticipant") participating interests in any Loan owing to such Lender, any participation in Facility Letters of Credit owned by such LenderBank, any Note held by such LenderBank, any Commitment Percentage of such Lender Bank, any Pro Rata Share of such Bank or any other interest of such Lender Bank under this Agreement or the Loan Documents. Unless a Default has occurred ; provided, however, that such Bank shall at all times retain for its own account an interest of not less than $1,000,000.00, exclusive of interest, fees and other charges; and, provided further, however, that so long as Huntington is continuingthe Administrative Agent, the consent Huntington shall retain for its own account an interest of the Borrower not less than 25% of its original Loan Commitment, exclusive of interest, fees and the Agent shall be required prior to such sale becoming effective with respect to a Participant which is not a Lender or an Affiliate of a Lender or of such Lender's parent corporation. Such consent shall not be unreasonably withheldother charges. In the event of any such sale by a Lender Bank of participating interests to a Participant, such LenderBank's obligations under this Agreement and the Loan 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 Loan and the holder of any such Note issued to it in evidence thereof for all purposes under this Agreement and the Loan Documents, all amounts payable by the Borrower Company under this Agreement shall be determined as if such Lender Bank had not sold such participating interests, and the Borrower, the Issuer Company and the Administrative Agent shall continue to deal solely and directly with such Lender Bank in connection with such LenderBank's rights and obligations under this Agreement and the Loan Documents.

Permitted Participants; Effect. Any Lender may, in the ordinary course of its business and in accordance with applicable law, may at any time sell to one or more banks or other entities ("Participants") with the consent of the Borrower (which shall not be unreasonably withheld) unless a Default shall occur and is continuing, in which case, the Borrower's consent shall not be required participating interests in any Loan owing to such Lender, any participation in Facility Letters Outstanding Credit Exposure of Credit owned by such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under the Loan Documents. Unless a Default has occurred and is continuing, the consent of the Borrower and the Agent shall be required prior to such sale becoming effective with respect to a Participant which is not a Lender or an Affiliate of a Lender or of such Lender's parent corporation. Such consent 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 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, the Issuer 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.

Permitted Participants; Effect. Any Lender 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 Loan Obligations owing to such Lender, any participation in Facility Letters of Credit owned by 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. Unless a Default has occurred and is continuing, the consent or any Letter of the Borrower and the Agent shall be required prior to such sale becoming effective with respect to a Participant which is not a Lender or an Affiliate of a Lender or of such Credit issued by said Lender's parent corporation. Such consent 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 Loans 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, the Issuer 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.

Permitted Participants; Effect. Any Lender 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 Loan owing to such Lender, any participation in Facility Letters of Credit owned by such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under the Loan Documents. Unless a Default has occurred and is continuing, the consent of the Borrower and the Agent shall be required prior to such sale becoming effective with respect to a Participant which is not a Lender or an Affiliate of a Lender or of such Lender's parent corporation. Such consent 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 Loans 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, the Issuer 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. Notwithstanding anything contained in this Agreement to the contrary, Borrower shall not be obligated to pay any fees and expenses incurred by any Lender in connection with the sale of any participating interests in any Loan pursuant to this Section.

Permitted Participants; Effect. Any Lender may, 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 Loan owing to such Lender, any participation in Facility Letters of Credit owned by such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under the Loan Documents. Unless a Default has occurred and is continuing, the consent of the Borrower and the Agent shall be required prior to such sale becoming effective with respect to a Participant which is not a Lender or an Affiliate of a Lender or of such Lender's parent corporation. Such consent 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 Loans 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, the Issuer 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. Notwithstanding anything contained in this Agreement to the contrary, Borrower shall not be obligated to pay any fees and expenses incurred by any Lender in connection with the sale of any participating interests in any Loan pursuant to this Section.

Permitted Participants; Effect. Any Upon giving notice to but without obtaining the consent of any Borrower, any Lender 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 Loan Obligations owing to such Lender, any participation in Facility Letters of Credit owned by such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under the Loan Documents. Unless a Default has occurred and is continuing, the consent of the Borrower and the Agent shall be required prior to such sale becoming effective with respect to a Participant which is not a Lender or an Affiliate of a Lender or of such Lender's parent corporation. Such consent 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 the Obligations owing to such Lender and the holder of any such Note issued to it 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 BorrowerBorrowers, the Issuer Issuers, the Swingline Lender 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. Notwithstanding anything in this Agreement to the contrary, a Participant may not include a natural Person, a Borrower or any Affiliate or Subsidiary of any Borrower.

Permitted Participants; Effect. Any Lender may, in the ordinary course of its business and in accordance with applicable law, may at any time sell to one or more banks or other entities ("“Participants"”) participating interests in any Term Loan or Revolving Exposure owing to such Lender, any participation in Facility Letters of Credit owned by such Lender, any Note held by such Lender, any Revolving Commitment of such Lender or any other interest of such Lender under the Loan Documents. Unless a So long as no Event of Default has occurred occurred, Holdings shall have the right to approve any such successor Participants and is continuing, the consent of the Borrower and the Agent shall be required prior to such sale becoming effective with respect to a Participant which is not a Lender or an Affiliate of a Lender or of such Lender's parent corporation. Such consent approval 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 Term Loan and Revolving Exposure and the holder of any such Note issued to it in evidence thereof for all purposes under the Loan Documents, all amounts payable by the Borrower Borrowers under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrower, the Issuer 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.

Permitted Participants; Effect. Any Lender Bank 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 (each a "ParticipantsParticipant") participating interests in any Loan owing to such Lender, any participation in Facility Letters of Credit owned by such LenderBank, any Note held by such LenderBank, any Commitment Percentage of such Lender Bank, any Pro Rata Share of such Bank or any other interest of such Lender Bank under this Agreement or the Loan Documents. Unless a Default has occurred ; provided, however, that such Bank shall at all times retain for its own account an interest of not less than $1,000,000, exclusive of interest, fees and other charges; and, provided further, however, that so long as Huntington is continuingthe Administrative Agent, the consent Huntington shall retain for its own account an interest of the Borrower not less than 25% of its original Loan Commitment, exclusive of interest, fees and the Agent shall be required prior to such sale becoming effective with respect to a Participant which is not a Lender or an Affiliate of a Lender or of such Lender's parent corporation. Such consent shall not be unreasonably withheldother charges. In the event of any such sale by a Lender Bank of participating interests to a Participant, such LenderBank's obligations under this Agreement and the Loan 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 Loan and the holder of any such Note issued to it in evidence thereof for all purposes under this Agreement and the Loan Documentsdocuments, all amounts payable by the Borrower Company under this Agreement shall be determined as if such Lender Bank had not sold such participating interests, and the Borrower, the Issuer Company and the Administrative Agent shall continue to deal solely and directly with such Lender Bank in connection with such LenderBank's rights and obligations under this Agreement and the Loan Documents.

Permitted Participants; Effect. Any Lender 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 ("ParticipantsPARTICIPANTS") participating interests in any Loan owing to such Lender, any participation in Facility Letters of Credit owned by such Lender, any Note held by such Lender, any Revolving Loan Commitment of such Lender, any Acquisition Loan Commitment of such Lender, any L/C Interest of such Lender or any other interest of such Lender under the Loan Documents. Unless Documents on a Default has occurred and is continuing, pro-rata or non pro-rata basis; provided that the consent of the Borrower and the Agent shall be required prior to such sale becoming effective with respect to a Participant which is not a Lender or an Affiliate of a Lender or amount of such Lender's parent corporation. Such consent participation shall not be unreasonably withheldfor less than $5,000,000. 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 holder of any such Note 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, the Issuer 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 DocumentsDocuments except that, for purposes of ARTICLE III hereof, the Participants shall be entitled to the same rights as if they were Lenders.

Permitted Participants; Effect. Any Lender may, in the ordinary course of its business and in accordance with applicable law, may at any time sell to one or more banks or other entities ("“Participants"”) with the consent of the Borrower (which shall not be unreasonably withheld) unless a Default shall occur and is continuing, in which case the Borrower’s consent shall not be required, participating interests in any Loan owing to such Lender, any participation in Facility Letters Outstanding Credit Exposure of Credit owned by such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under the Loan Documents. Unless a Default has occurred and is continuing, the consent of the Borrower and the Agent shall be required prior to such sale becoming effective with respect to a Participant which is not a Lender or an Affiliate of a Lender or of such Lender's parent corporation. Such consent 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 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, the Issuer Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's ’s rights and obligations under the Loan Documents.

Permitted Participants; Effect. Any Lender may, in the ordinary course Ordinary Course of its business Business of such Lender and in accordance with applicable lawApplicable Law, but subject to Agent’s written consent and (if no Event of Default exists), the prior consent of Borrowers (which consent of Borrowers shall not be unreasonably withheld or delayed) at any time sell to one or more banks or other entities financial institutions ("Participants"each a “Participant”) a participating interests interest in any Loan of the Obligations owing to such Lender, any participation in Facility Letters of Credit owned by such Lender, any Note held by such Lender, any Revolver Commitment of such Lender or any other interest of such Lender under the Loan Documents. Unless a Default has occurred and is continuing, the consent any of the Borrower and the Agent shall be required prior to such sale becoming effective with respect to a Participant which is not a Lender or an Affiliate of a Lender or of such Lender's parent corporation. Such consent shall not be unreasonably withheldCredit Documents. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Credit Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the holder of any such Note 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, the Issuer 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 Credit Documents. If a Lender sells a participation to a Person other than an Affiliate of such Lender, then such Lender shall give prompt written notice thereof to each Borrower and the other Lenders.

Permitted Participants; Effect. Any Lender 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 Loan owing to such Lender, any participation in Facility Letters of Credit owned by such Lender, any Note held by such Lender, the Commitment of such Lender, any Commitment Letter of Credit Liabilities of such Lender or any other interest of such Lender under the Loan Documents. Unless ; provided, however, that, except in the case of (i) a sale of a participation in a Competitive Bid Loan or (ii) a sale of a participation to any other Lender or one of its affiliates, such participations shall require, so long as no Event of Default has occurred and is continuingexists, the consent of the Borrower and the Agent shall be required prior to such sale becoming effective with respect to a Participant Company (which is not a Lender or an Affiliate of a Lender or of such Lender's parent corporation. Such consent shall not be unreasonably withheld) and shall each be in a minimum amount of $5,000,000. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's 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 holder of any such Note 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 BorrowerObligors, the Issuer Issuing Banks and the Agent Agents shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under the Loan Documents.

Permitted Participants; Effect. Any Lender may, 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 Revolving Credit Loan owing to such Lender, any participation in Facility Letters of Revolving Credit owned by such Lender, any Note held by such Lender, any Revolving Credit Commitment 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. Unless a Default has occurred and is continuing, the consent of the Borrower and the Agent shall be required prior to such sale becoming effective with respect to a Participant which is not a Lender or an Affiliate of a Lender or of such Lender's parent corporation. Such consent 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 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 Revolving Credit Loans and its interest in any Letters of Credit and the holder of any such 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, the Issuer 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.

Permitted Participants; Effect. Any Lender 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 Loan owing to such Lender, any participation in Facility Letters of Credit owned Note held by such Lender, any Note held by such Lender=s Percentage of Facility Letters of Credit, any Lender=s Percentage of Swing Line Loans, any Commitment of such Lender or any other interest of such Lender under the Loan Documents. Unless a Default has occurred and is continuing, the consent of the Borrower and the Agent shall be required prior to such sale becoming effective with respect to a Participant which is not a Lender or an Affiliate of a Lender or of such Lender's parent corporation. Such consent 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 holder of any such Note 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, the Issuer 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.

Permitted Participants; Effect. Any Lender may, in the ordinary course Ordinary Course of its business Business of such Lender and in accordance with applicable lawApplicable Law, but subject to Agent's written consent and (if no Event of Default exists), the prior consent of Borrowers (which consent of Borrowers shall not be unreasonably withheld or delayed) at any time sell to one or more banks or other entities financial institutions (each a "ParticipantsParticipant") a participating interests interest in any Loan of the Obligations owing to such Lender, any participation in Facility Letters of Credit owned by such Lender, any Note held by such Lender, any Revolver Commitment of such Lender or any other interest of such Lender under the Loan Documents. Unless a Default has occurred and is continuing, the consent any of the Borrower and the Agent shall be required prior to such sale becoming effective with respect to a Participant which is not a Lender or an Affiliate of a Lender or of such Lender's parent corporation. Such consent shall not be unreasonably withheldCredit 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 holder of any such Note 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, the Issuer 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 Credit Documents. If a Lender sells a participation to a Person other than an Affiliate of such Lender, then such Lender shall give prompt written notice thereof to each Borrower and the other Lenders.

Permitted Participants; Effect. Any The Lender 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 ("Participants"each a “Participant”) participating interests in any Loan owing to such Lender, any participation in Facility Letters of Credit owned by such 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. Unless a Default has occurred and is continuing, the consent of the Borrower and the Agent shall be required prior to such sale becoming effective with respect to a Participant which is not a Lender or an Affiliate of a Lender or of such Lender's parent corporation. Such consent shall not be unreasonably withheld. In the event of any such sale by a the Lender of a participating interests interest to a Participant, such (i) the Lender's ’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 Borrowers for the performance of such obligations, such ; and (iii) the Lender shall remain the owner of its Loans and the holder of any such Note issued to it in evidence thereof for all the purposes under the Loan Documents, all . All amounts payable by the Borrower Borrowers under this Agreement shall be determined as if such the Lender had not sold such participating interests, . The Borrowers and the Borrower, the Issuer and the Agent Lender shall continue to deal solely and directly with such Lender each other in connection with such the Lender's ’s rights and obligations under the Loan Facility Documents.

Permitted Participants; Effect. Any Lender 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 ("Participants"each a “Participant”) participating interests in any Loan owing to such Lender, any participation in Facility Letters of Credit owned by such the Lender, any Note held by such the Lender, any Commitment Amount of such Lender the Lender, or any other interest of such the Lender under this Agreement or the Loan other Facility Documents. Unless a Default has occurred and is continuing, the consent of the Borrower and the Agent shall be required prior to such sale becoming effective with respect to a Participant which is not a Lender or an Affiliate of a Lender or of such Lender's parent corporation. Such consent shall not be unreasonably withheld. In the event of any such sale by a the Lender of a participating interests interest to a Participant, such (i) the Lender's ’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 Borrowers for the performance of such obligations, such ; and (iii) the Lender shall remain the owner of its Loans and the holder of any such Note issued to it in evidence thereof for all the purposes under the Loan Documents, all . All amounts payable by the Borrower Borrowers under this Agreement shall be determined as if such the Lender had not sold such participating interests, . Borrowers and the Borrower, the Issuer and the Agent Lender shall continue to deal solely and directly with such Lender each other in connection with such the Lender's ’s rights and obligations under the Loan Facility Documents.

Permitted Participants; Effect. Any Lender may, in the ordinary course of its business and in accordance with applicable law, may at any time sell to one or more banks or other entities other than an Ineligible Institution ("“Participants"”) participating interests in any Loan Outstanding Revolving Credit Exposure owing to such Lender, any participation in Facility Letters Term Loans of Credit owned by such Lender, any Note held by such Lender, any Revolving Loan Commitment or any Term Loan Commitment of such Lender or any other interest of such Lender under the Loan Documents. Unless a Default has occurred and is continuing, the consent of the Borrower and the Agent shall be required prior to such sale becoming effective with respect to a Participant which is not a Lender or an Affiliate of a Lender or of such Lender's parent corporation. Such consent 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 Revolving Credit Exposure and/or Term Loans, as applicable, and the holder of any such Note issued to it in evidence thereof for all purposes under the Loan Documents, all amounts payable by the Borrower Borrowers under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrower, the Issuer 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.