Common use of Permitted Participants; Effect Clause in Contracts

Permitted Participants; Effect. 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 or any Commitment of such Lender or any other interest of such Lender under the Loan Documents on a pro rata basis. 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 all Loans for all purposes under the Loan Documents, all amounts payable by any Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and such Borrower and the Global Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents except that, for purposes of Article III hereof, the Participants shall be entitled to the same rights as if they were Lenders provided however that no Participant shall be entitled to receive any greater payment under Article III than the Lender would have been entitled to receive with respect to the rights participated.

Permitted Participants; Effect. 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 Lender, any Commitment or any Syndicated Canadian Commitment of such Lender or any other interest of such Lender under the Loan Documents on a pro rata basis. 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 all Loans for all purposes under the Loan Documents, all amounts payable by any Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and such Borrower and the Global Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents except that, for purposes of Article III hereof, the Participants shall be entitled to the same rights as if they were Lenders provided however that no Participant shall be entitled to receive any greater payment under Article III than the Lender would have been entitled to receive with respect to the rights participated.

Permitted Participants; Effect. 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 or Lender, any Note held by such Lender, any Revolving Loan Commitment of such Lender, any L/C Interest of such Lender or any other interest of such Lender under the Loan Documents 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 holder of all Loans any such Note for all purposes under the Loan Documents, all amounts payable by any the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and such the Borrower and the Global Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan Documents except that, for purposes of Article III IV hereof, the Participants shall be entitled to the same rights as if they were Lenders provided however that no Participant shall be entitled to receive any greater payment under Article III than the Lender would have been entitled to receive with respect to the rights participatedLenders.

Permitted Participants; Effect. 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”"PARTICIPANTS") participating interests in any Loan owing to such Lender or Lender, any Notes 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 on a pro rata or non-pro rata basis. Notice of such participation to the Borrowers 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 holder of all Loans any such Notes for all purposes under the Loan Documents, all amounts payable by any Borrower the Borrowers under this Agreement shall be determined as if such Lender had not sold such participating interests, and such Borrower the Borrowers and the Global Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan Documents except that, for purposes of Article III IV hereof, the Participants shall be entitled to the same rights as if they were Lenders provided however that no Participant shall be entitled to receive any greater payment under Article III than the Lender would have been entitled to receive with respect to the rights participatedLenders.

Permitted Participants; Effect. Subject to the terms set forth in this Section 13.214.3.3, any Lender may, may sell to a financial institution (“Participant”) a participating interest in the ordinary course of its business rights 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 or any Commitment of such Lender or any other interest obligations of such Lender under the any Loan Documents on a pro rata basisDocuments. 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 all its Loans and Commitments for all purposes under the Loan Documentspurposes, all amounts payable by any Borrower under this Agreement Borrowers shall be determined as if such Lender it had not sold such participating interests, and such Borrower Borrowers and the Global 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 except thatDocuments, for purposes of Article III hereof, and Administrative Agent and the Participants other Lenders shall be entitled not have any obligation or liability to the same rights as if they were Lenders provided however that no any such Participant. A Participant shall not be entitled to receive any greater payment under Article III Sections 3.7 and 5.8, with respect to any participation, than the its participating Lender would have been entitled to receive with respect receive, except to the rights participatedextent such entitlement to receive a greater payment results from a Change in Law that occurs after such Participant acquired the applicable participation.

Permitted Participants; Effect. Subject to the terms set forth in this Section 13.2, any 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 or other entities financial institutions (“Participants”each a "Participant") a participating interests interest in any Loan of the Obligations owing to such Lender or Lender, any Commitment of such Lender or any other interest of such Lender under any of the Loan Documents on a pro rata basisDocuments. 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 all its Loans and Commitments for all purposes under the Loan Documents, all amounts payable by any Borrower Borrowers under this Agreement and any of the Notes shall be determined as if such Lender had not sold such participating interests, and such Borrower Borrowers and the Global Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan Documents except thatDocuments. If a Lender sells a participation to a Person other than an Affiliate of such Lender, for purposes of Article III hereof, the Participants then such Lender shall give prompt written notice thereof to Borrowers and Agent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the same rights as if they were Lenders provided however that no Participant shall be entitled to receive any greater payment under Article III than the Lender would have been entitled to receive with respect benefits of Section 5.9 unless Borrowers consents to the rights participatedparticipation sold to Participant and such Participant agrees, for the benefit of Borrowers, to comply with Section 5.10 as though such Participant were a Lender.

Permitted Participants; Effect. Subject to the terms set forth in this Section 13.2, any 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 Outstanding Credit Exposure owing to such Lender or Lender, any Loans owned by such Lender, any Commitment of such Lender or any other interest of such Lender under the Loan Documents on a pro rata basisCredit 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 all Loans made by it for all purposes under the Loan Credit Documents, all amounts payable by any each Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and such Borrower each Borrower, the LC Issuer and the Global Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Credit Documents except that, for purposes of Article III Sections 3.1, 3.2 or 3.4 hereof, the Participants shall be entitled to the same rights as if they were Lenders provided however that no Participant shall be entitled to receive any greater payment under Article III Sections 3.1, 3.2 or 3.4 than the Lender would have been entitled to receive with respect to the rights participated.

Permitted Participants; Effect. Subject to the terms set forth in this Section 13.212.2, 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”"PARTICIPANTS") participating interests in any Loan owing to such Lender or Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under the Loan Documents on a pro rata basis; provided that the amount of such participation shall not be for less than $5,000,000. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s 's obligations under 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 all Loans any such Note for all purposes under the Loan Documents, all amounts payable by any the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and such the Borrower and the Global Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan Documents except that, for purposes of Article III hereof, the Participants shall be entitled to the same rights as if they were Lenders provided however that no Participant shall be entitled to receive any greater payment under Article III than the Lender would have been entitled to receive with respect to the rights participated.

Permitted Participants; Effect. Subject to the terms set forth in this Section 13.213.3.3, any Lender may, may sell to a financial institution (“Participant”) a participating interest in the ordinary course of its business rights 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 or any Commitment of such Lender or any other interest obligations of such Lender under any Loan Documents; provided, that no Lender shall sell any participating interest to any Competitor without the Loan Documents on a pro rata basisprior written consent of Borrower Agent. 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 all its Standby Term Loans and Standby Term Loan Commitments for all purposes under the Loan Documentspurposes, all amounts payable by any Borrower under this Agreement Obligors shall be determined as if such Lender it had not sold such participating interests, and such Borrower Obligors and the Global 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 except thatDocuments, for purposes of Article III hereof, and Agent and the Participants other Lenders shall not have any obligation or liability to any such Participant. A Participant shall not be entitled to the same rights as if they were Lenders provided however that no benefits of Section 5.9 unless Borrower Agent agrees otherwise in writing and such Participant shall not be entitled to receive any greater payment under Article III Section 5.9 than the its participating Lender would have been entitled to receive with respect to the rights participatedreceive.

Permitted Participants; Effect. Subject to the terms set forth in this Section 13.2, any 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 or other entities financial institutions (each a “ParticipantsParticipant”) a participating interests interest in any Loan of the Obligations owing to such Lender or Lender, any Commitment of such Lender or any other interest of such Lender under any of the Loan Documents on a pro rata basisDocuments. 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 all its Loans and Commitments for all purposes under the Loan Documents, all amounts payable by any Borrower Borrowers under this Agreement and any of the Notes shall be determined as if such Lender had not sold such participating interests, and such Borrower Borrowers and the Global Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents except thatDocuments. If a Lender sells a participation to a Person other than an Affiliate of such Lender, for purposes of Article III hereof, then such Lender shall give prompt written notice thereof to Borrowers and the Participants other Lenders. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the same rights benefits of Section 5.9 unless Borrowers are notified of the participation sold to Participant and such Participant agrees, for the benefit of Borrowers, to comply with Section 5.10 as if they though such Participant were Lenders provided however that no Participant shall be entitled to receive any greater payment under Article III than the Lender would have been entitled to receive with respect to the rights participateda Lender.

Permitted Participants; Effect. 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 or Lender, any Revolving Loan Commitment of such Lender, any L/C Interest of such Lender or any other interest of such Lender under the Loan Documents 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 all Loans made by it for all purposes under the Loan Documents, all amounts payable by any the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and such the Borrower and the Global Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents except that, for purposes of Article III IV hereof, the Participants shall be entitled to the same rights as if they were Lenders provided however that no Participant shall be entitled to receive any greater payment under Article III than the Lender would have been entitled to receive with respect to the rights participatedLenders.

Permitted Participants; Effect. Subject to the terms set forth in this Section 13.2, any 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 or Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under the Loan Documents on a pro rata basisDocuments. 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 all its Loans and the holder of any Note issued to it in evidence thereof for all purposes under the Loan Documents, all amounts payable by any the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and such the Borrower and the Global Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan Documents except that, for purposes of Article III hereof, the Documents. Participants shall be entitled to the benefits of the cost protection provisions contained in Sections 3 1, 3.2, 3.3 and 9.6 to the same rights extent as if they were Lenders Lenders, provided however that no Participant the Borrower shall not be entitled required to receive any greater payment under Article III than reimburse Participants pursuant to such provisions in an amount in excess of the Lender amount that would have been entitled payable thereunder to receive with respect to the rights participatedsuch Lender had such Lender not sold such participation. 12.2.2.

Permitted Participants; Effect. Subject to the terms set forth in this Section 13.2, any 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 or Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under the Loan Documents on a pro rata basisDocuments. 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 all Loans any such Note for all purposes under the Loan Documents, all amounts payable by any the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and such the Borrower and the Global Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents except that, for purposes of Article III hereof, Documents. In no event shall the Participants Borrower be required to incur any costs or expenses to effect any such sales to Participants. Each Participant shall be entitled subject to the same rights as if they were Lenders provided however requirements under Section 3.5(g) (it being understood that no the documentation required under Section 3.5(g) shall be delivered to the participating Lender). A Participant shall not be entitled to receive any greater payment under Article III Section 3.1 or 3.5, with respect to any participation, than the its participating Lender would have been entitled to receive with respect to the rights participatedreceive.

Permitted Participants; Effect. Subject to the terms set forth in this Section 13.2, 7.3 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”"PARTICIPANTS") participating interests in all or a portion of such Lender's rights and obligations in any Loan owing to such Lender or Lender, any Note held by such Lender, any Commitment of such Lender, any Letter of Credit interest of such Lender or any other interest of such Lender under the Loan Documents on a pro rata or non-pro rata basis. Written notice of such participation to 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 holder of all Loans any such Note for all purposes under the Loan Documents, all amounts payable by any the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and such the Borrower and the Global Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s Xxxxxx's rights and obligations under the Loan Documents except that, for purposes of Article III hereof, the Participants shall be entitled to the same rights as if they were Lenders provided however that no Participant shall be entitled to receive any greater payment under Article III than the Lender would have been entitled to receive with respect to the rights participatedDocuments.

Permitted Participants; Effect. Subject to the terms set forth in this Section 13.2, 7.3 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”"PARTICIPANTS") participating interests in all or a portion of such Lender's rights and obligations in any Loan owing to such Lender or Lender, any Note held by such Lender, any Commitment of such Lender, any Letter of Credit interest of such Lender or any other interest of such Lender under the Loan Documents on a pro rata or non-pro rata basis. Written notice of such participation to 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 holder of all Loans any such Note for all purposes under the Loan Documents, all amounts payable by any the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and such the Borrower and the Global Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan Documents except that, for purposes of Article III hereof, the Participants shall be entitled to the same rights as if they were Lenders provided however that no Participant shall be entitled to receive any greater payment under Article III than the Lender would have been entitled to receive with respect to the rights participatedDocuments.

Permitted Participants; Effect. 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”) which is not an Ineligible Institution participating interests in any Loan owing to such Lender Lender, any Commitment or any Syndicated Canadian Commitment of such Lender or any other interest of such Lender under the Loan Documents on a pro rata basisDocuments. 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 all Loans for all purposes under the Loan Documents, all amounts payable by any Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and such Borrower and the Global Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents except that, for purposes of Article III hereof, the Participants shall be entitled to the same rights as if they were Lenders provided however that no Participant shall be entitled to receive any greater payment under Article III than the Lender would have been entitled to receive with respect to the rights participated.

Permitted Participants; Effect. 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 Lender, any Note held by such Lender, any Acquisition Facility Loan Commitment or Revolving Loan Commitment of such Lender, any Commitment L/C Interest of such Lender or any other interest of such Lender under the Loan Documents 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 holder of all Loans any such Note for all purposes under the Loan Documents, all amounts payable by any the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and such the Borrower and the Global Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan Documents except that, for purposes of Article III IV hereof, the Participants shall be entitled to the same rights as if they were Lenders provided however that no Participant shall be entitled to receive any greater payment under Article III than the Lender would have been entitled to receive with respect to the rights participatedLenders.

Permitted Participants; Effect. Subject to the terms set forth in this Section 13.2, any 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 or Lender, any Note held by such Lender, any Revolving Loan Commitment of such Lender, any L/C Interest of such Lender or any other interest of such Lender under the Loan Documents on a pro pro-rata or non pro-rata basis; provided that the amount of such participation shall not be for less than $5,000,000 (provided such amount may be reduced after the occurrence of a Default without the consent of the Borrower by the Agent and the Required Lenders). In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s 's obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the owner holder of all Loans any such Note for all purposes under the Loan Documents, all amounts payable by any the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and such the Borrower and the Global Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan Documents except that, for purposes of Article III hereof, the Participants shall be entitled to the same rights as if they were Lenders provided however that no Participant shall be entitled to receive any greater payment under Article III than the Lender would have been entitled to receive with respect to the rights participatedLenders.

Permitted Participants; Effect. Subject to the terms set forth in this Section 13.2, any 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 or Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under the Loan Documents on a pro rata basisDocuments. 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 all Loans any such Note for all purposes under the Loan Documents, all amounts payable by any the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and such the Borrower and the Global Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan Documents except that, for purposes of Article III hereof, Documents. Any Lender selling such participation interests in the Participants Loan to any Participant shall be remain the party entitled to the same rights as if they were Lenders provided however that no Participant shall be entitled to receive any greater payment enforce Borrower's obligations arising under Article III than the Lender would 4 and Borrower shall have been entitled no liability whatsoever to receive with respect to the rights participated.any Participants under such Article 4. ncbcrex.htm 14534489\V-10

Permitted Participants; Effect. Subject to the terms set forth in this Section 13.214.2, 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 or Lender, any Revolving Loan Commitment of such Lender, any L/C Interest of such Lender or any other interest of such Lender under the Loan Documents on a pro rata or non-pro rata basis. 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 133 134 remain the owner of all Loans made by it for all purposes under the Loan Documents, all amounts payable by any the applicable Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and such the applicable Borrower and the Global Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan Documents except that, for purposes of Article III IV hereof, the Participants shall be entitled to the same rights as if they were Lenders provided however that no Participant shall be entitled to receive any greater payment under Article III than the Lender would have been entitled to receive with respect to the rights participatedLenders.

Permitted Participants; Effect. 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”) which is not an Ineligible Institution participating interests in any Loan owing to such Lender or any Commitment of such Lender or any other interest of such Lender under the Loan Documents on a pro rata basisDocuments. 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 all Loans for all purposes under the Loan Documents, all amounts payable by any Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and such Borrower and the Global Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents except that, for purposes of Article III hereof, the Participants shall be entitled to the same rights as if they were Lenders Lenders; provided however that no Participant shall be entitled to receive any greater payment under Article III than the Lender would have been entitled to receive with respect to the rights participated. .

Permitted Participants; Effect. 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 Lender, any Commitment or any Syndicated Canadian Commitment of such Lender or any other interest of such Lender under the Loan Documents on a pro rata basisDocuments. 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 all Loans for all purposes under the Loan Documents, all amounts payable by any Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and such Borrower and the Global Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents except that, for purposes of Article III hereof, the Participants shall be entitled to the same rights as if they were Lenders provided however that no Participant shall be entitled to receive any greater payment under Article III than the Lender would have been entitled to receive with respect to the rights participated.

Permitted Participants; Effect. Subject to the terms set forth in this Section 13.212.2, 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”"PARTICIPANTS") participating interests in any Loan owing to such Lender or 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 on a pro rata basis; provided that the amount of such participation shall not be for less than $5,000,000. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s 's obligations under 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 all Loans any such Note for all purposes under the Loan Documents, all amounts payable by any the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and such the Borrower and the Global Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan Documents except that, for purposes of Article III hereof, the Participants shall be entitled to the same rights as if they were Lenders provided however that no Participant shall be entitled to receive any greater payment under Article III than the Lender would have been entitled to receive with respect to the rights participated.no

Permitted Participants; Effect. Subject to the terms set forth in this Section 13.2, any 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 or Lender, any Note held by such Lender, any Revolving Loan Commitment of such Lender, any L/C Interest of such Lender or any other interest of such Lender under the Loan Documents on a pro pro-rata or non pro- rata basis; provided that the amount of such participation shall not be for less than $5,000,000 (provided such amount may be reduced after the occurrence of a Default without the consent of the Borrower by the Agent and the Required Lenders). In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s 's obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the owner holder of all Loans any such Note for all purposes under the Loan Documents, all amounts payable by any the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and such the Borrower and the Global Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan Documents except that, for purposes of Article III hereof, the Participants shall be entitled to the same rights as if they were Lenders provided however that no Participant shall be entitled to receive any greater payment under Article III than the Lender would have been entitled to receive with respect to the rights participatedLenders.

Permitted Participants; Effect. Subject to the terms set forth in this Section 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 or Lender, any Note held by such Lender, any Revolving Commitment of such Lender, any L/C Interest of such Lender or any other interest of such Lender under the Loan Documents on a pro rata or non-pro rata basis. Notice of such participation to the Agent shall be required prior to any participation becoming effective with respect to a Participant which is not a Lender or an Affiliate of 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 holder of all Loans any such Note for all purposes under the Loan Documents, all amounts payable by any Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and such Borrower and the Global Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under the Loan Documents except that, for purposes of Article III hereofARTICLE 1, the Participants shall be entitled to the same rights as if they were Lenders provided however that no Participant shall be entitled to receive any greater payment under Article III than the Lender would have been entitled to receive with respect to the rights participatedLenders.

Permitted Participants; Effect. 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”) which is not an Ineligible Institution participating interests in any Loan owing to such Lender or any Commitment of such Lender or any other interest of such Lender under the Loan Documents on a pro rata basisDocuments. 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 all Loans for all purposes under the Loan Documents, all amounts payable by any Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and such Borrower and the Global Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents except that, for purposes of Article III hereof, the Participants shall be entitled to the same rights as if they were Lenders Lenders; provided however that no Participant shall be entitled to receive any greater payment under Article III than the Lender would have been entitled to receive with respect to the rights participated.