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 Eligible Participants (a "Participant") participating interests in any Loan owing to such Lender, any Note held by such Lender, any L/C Interest held by such Lender, the Commitment of such Lender or any other interest of such Lender under the Loan Documents. 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 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 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. Any Lender maymay at any time, without the consent of, or notice to, the Borrower or the Agent, sell participations to any Person (other than a natural Person, the Borrower or any of the Borrower’s Affiliates or Subsidiaries or, unless a Default has occurred and is continuing, (x) any competitor of the Borrower or any of its Subsidiaries or (y) any other company engaged in the ordinary course business of selling or distributing energy products) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its business and in accordance with applicable law, at any time sell to one or more banks or other Eligible Participants (a "Participant") participating interests in any Loan Commitment and/or the Loans owing to it); provided that (i) such Lender, any Note held by such Lender, any L/C Interest held by such Lender, ’s obligations under this Agreement and the Commitment of such Lender or any other interest of such Lender under the Loan Documents. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents if any, shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the owner of its Loans Outstanding Credit Exposure and the holder of any Note issued to it in evidence thereof for all purposes under the Loan Documents, Documents and all amounts payable by the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interestsinterest and (iv) the Borrower, the Agent and the Borrower and the Administrative Agent Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's ’s rights and obligations under this Agreement. For the Loan Documents. The participation agreement effecting avoidance of doubt, each Lender shall be responsible for the sale of indemnity under Section 10.10 with respect to any participating interest shall contain a representation payments made by the Participant such Lender 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 ERISAits Participant(s).

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 Eligible Participants entities (a "ParticipantPARTICIPANTS") participating interests in any Loan owing to such Lender, any Note held by such Lender, any Revolving Loan Commitment of such Lender, any Term Loan Commitment of such Lender, any Acquisition Loan Commitment of such Lender, any L/C Interest held by such Lender, 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; 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 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 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 Documents except that, for purposes of ARTICLE III hereof, the sale of any participating interest Participants shall contain a representation by the Participant be entitled to the effect same rights as if they were Lenders (provided that none of any Participant shall not be entitled to receive any more than the consideration used to make the purchase of the participating interest in the Commitment, Loans and L/C Interests under Lender selling 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 would have received had such sale not be "plan assets" under ERISAtaken place).

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 Eligible Participants entities who (a 1) acknowledge the matters set forth in the first sentence of the first paragraph of Section 6.1 hereof and (2) represent and warrant to and covenant and agree with the Borrower and each Guarantor the matters set forth in clauses (i) and (ii) of the second sentence of the first paragraph of Section 6.1 hereof ("ParticipantParticipants") participating interests in any Loan owing to such Lender, any Bridge 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. 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 Note issued to it in evidence thereof for all purposes under the Loan Documents, all amounts payable by the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under the Loan Documents. The participation agreement effecting the sale of any participating interest shall contain a representation by the Participant to the effect that none of the consideration used to make the purchase of the participating interest in the Commitment, Loans and L/C Interests under such participation agreement are "plan assets" as defined under ERISA and that the rights and interests of the Participant in and under the Loan Documents will not be "plan assets" under ERISA.

Permitted Participants; Effect. Any Lender may, 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 Persons who constitute Eligible Participants Assignees (each a "Participant") participating interests interest in any Loan of the Obligations owing to such Lender, any Note held by such Lender, any L/C Interest held by such Lender, the Commitment of such Lender or any other interest of such Lender under any of the Loan DIP 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 owner of its Loans and the holder of any Note issued to it for all purposes under the Loan DIP Financing Documents, all amounts payable by the Borrower under this Agreement and any of the Notes shall be determined as if such Lender had not sold such participating interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under the Loan DIP Financing Documents. The If a Lender sells a participation agreement effecting to a Person other than an Affiliate of such Lender, then such Lender shall give prompt written notice thereof to Borrower and 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 ERISAother 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 Eligible Participants entities (a "ParticipantParticipants") participating interests in any Loan owing to such Lender, any Note held by such Lender, any L/C Interest held by such Lender, the Commitment of such Lender or any other interest of such Lender under the Loan Documents; provided, that, other than in the case of a sale of a participation by a Lender to an Affiliate thereof, such Lender has first offered to sell such participating interests to the other Lenders for a period of ten (10) days for an amount equal to the face value thereof plus all amounts owing in connection therewith. In the event of any such sale by a Lender of participating interests to a Participant, 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 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. 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 Eligible Participants a financial institution (“Participant”) a "Participant") participating interests interest in any Loan owing to such Lender, any Note held by such Lender, any L/C Interest held by such Lender, the Commitment of such Lender or any other interest rights and obligations of such Lender under the any Loan Documents; provided that such financial institution is a Lender, Affiliate of a Lender or an Approved Fund or is otherwise approved by Borrower (which approval shall not be unreasonably withheld or delayed), provided, further that the approval of Borrower shall not be required during the continuance of an Event of Default under Section 11.1(a) or 11.1(j). In the event of Despite any such sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the owner holder of its Loans and the holder of any Note issued to it for all purposes under the Loan Documentspurposes, all amounts payable by the Borrower under this Agreement Obligors shall be determined as if such Lender had not sold such participating interests, and the Borrower Obligors and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or liability to any such Participant. The participation agreement effecting the sale of any participating interest A Participant that would be a Foreign Lender if it were a Lender shall contain a representation by the Participant not be entitled to the effect that none benefits of the consideration used to make the purchase of the participating interest Section 3.7 or Section 5.9 unless Borrower otherwise agrees 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 ERISAwriting.

Permitted Participants; Effect. Any Subject to the terms set forth in this Section 12.2, 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 Eligible Participants entities (a "ParticipantPARTICIPANTS") participating interests in any Loan owing to such Lender, any Note held by such Lender, any Revolving Loan Commitment of 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 DocumentsDocuments on a pro rata basis; provided that the amount of such participation shall not be for less than $5,000,000. Notice of such participation to Holdings and the Administrative Agent shall be required prior to any participation becoming effective with respect to a Participant which is not a Lender or an Affiliate thereof. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the owner of its Loans and the holder of any such Note issued to it for all purposes under the Loan Documents, all amounts payable by the Borrower Borrowers under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrower Borrowers and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under the Loan Documents. The participation agreement effecting Documents except that, for purposes of Article III hereof, the sale of any participating interest Participants shall contain a representation by the Participant be entitled to the effect same rights as if they were Lenders provided however that none of the consideration used no Participant shall be entitled to make the purchase of the participating interest in the Commitment, Loans and L/C Interests receive any greater payment under such participation agreement are "plan assets" as defined under ERISA and that Article III than the Lender would have been entitled to receive with respect to the rights and interests of the Participant in and under the Loan Documents will not be "plan assets" under ERISAparticipated.

Permitted Participants; Effect. Any Subject to the terms set forth in this Section 12.2, 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 Eligible Participants entities (a "ParticipantPARTICIPANTS") participating interests in any Loan owing to such Lender, any Note held by such Lender, any Revolving Loan Commitment of 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 DocumentsDocuments 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 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 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 Documents except that, for purposes of Article III hereof, the sale of any participating interest Participants shall contain a representation by the Participant be entitled to the effect same rights as if they were Lenders provided however that none of no Participant shall be entitled to receive any greater payment under Article III than the consideration used Lender would have been entitled 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 receive with respect to the rights and interests of the Participant in and under the Loan Documents will not be "plan assets" under ERISAparticipated.

Permitted Participants; Effect. Any Lender mayLender, in the ordinary course of its business and in accordance with the applicable law, at any time may sell to one or more banks or other Eligible Participants entities (each such entity being referred to herein as a "“Participant"”) participating interests in any Loan owing to such Lender, any Note held by such Lender, any L/C Interest interest in Letters of Credit held by such Lender, the Revolving Loan Commitment of such Lender or any other interest of such Lender under the Loan Documents. 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 for all purposes under the Loan Documents, all amounts payable by the Borrower Company under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrower Company and the Senior Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's ’s rights and obligations under the Loan Documents. The participation agreement effecting the sale of any participating interest shall contain a representation by the Participant to the effect that none of the consideration used to make the purchase of the participating interest in the Revolving Loan Commitment, Loans and L/C Interests interests in Letters of Credit under such participation agreement are "“plan assets" ” as defined under ERISA and that the rights and interests of the Participant in and under the Loan Documents will not be "“plan assets" ” under ERISA.

Permitted Participants; Effect. Any Lender maymay at any time, without the consent of, or notice to, the Borrower, any LC Issuer, the Swing Line Lender or the Agent, sell participations to any Person (other than a natural Person, the Borrower or any of the Borrower’s Affiliates or Subsidiaries or, unless an Event of Default has occurred and is continuing, (x) any competitor of the Borrower or any of its Subsidiaries or (y) any other company engaged in the ordinary course business of selling or distributing energy products; provided that this clause (y) shall not apply to any financial institution solely as a result of such Person trading in commodity products) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its business and in accordance with applicable law, at any time sell to one or more banks or other Eligible Participants (a "Participant") participating interests in any Loan Commitment and/or the Loans owing to it); provided that (i) such Lender, any Note held by such Lender, any L/C Interest held by such Lender, ’s obligations under this Agreement and the Commitment of such Lender or any other interest of such Lender under the Loan Documents. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents if any, shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the owner of its Loans Outstanding Credit Exposure and the holder of any Note issued to it in evidence thereof for all purposes under the Loan Documents, Documents and all amounts payable by the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interestsinterest and (iv) the Borrower, the Agent, the LC Issuers and the Borrower and the Administrative Agent Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's ’s rights and obligations under this Agreement. For the Loan Documents. The participation agreement effecting avoidance of doubt, each Lender shall be responsible for the sale of indemnity under Section 10.10 with respect to any participating interest shall contain a representation payments made by the Participant such Lender 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 ERISAits Participant(s).

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 or other Eligible Participants a financial institution (“Participant”) a "Participant") participating interests interest in any Loan owing to such Lender, any Note held by such Lender, any L/C Interest held by such Lender, the Commitment of such Lender or any other interest rights and obligations of such Lender under the any Loan Documents. In the event of Despite any such sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the owner holder of its Loans and the holder of any Note issued to it Commitments for all purposes under the Loan Documentspurposes, all amounts payable by the Borrower under this Agreement Borrowers shall be determined as if such Lender had not sold such participating interests, and the Borrower Borrowers and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or liability to any such Participant. The participation agreement effecting the sale of any participating interest A Participant that would be a Foreign Lender if it were a Lender shall contain a representation by the Participant not be entitled to the effect that none benefits of Section 5.9 unless Borrowers agree otherwise in writing and such Participant agrees, for the benefit of the consideration used Borrowers, to make comply with the purchase requirements of Section 5.10 as though it were a Lender; provided, that in no event shall any Participant be entitled to receive any greater amount pursuant to Section 5.9 than the transferor Lender would have been entitled to receive in respect of the 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 amount of the participation transferred by such transferor Lender to such Participant in and under the Loan Documents will not be "plan assets" under ERISAhad no such transfer occurred.

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 Eligible Participants entities (a "ParticipantParticipants") participating interests in any Loan owing to such Lender, any Note held by such Lender, any Revolving Loan Commitment of such Lender, any Acquisition Facility Commitment of such Lender, any L/C Interest held by such Lender, 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. Notice of such participation to the Borrower and the Agents shall be required prior to any participation becoming effective with respect to a Participant which is not a Lender or an Affiliate thereof. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under 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 and the Administrative 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. The participation agreement effecting Documents except that, for purposes of Article IV hereof, the sale of any participating interest Participants shall contain a representation by the Participant be entitled 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" same rights 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.if they were Lenders. 112

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 or other Eligible Participants a financial institution (“Participant”) a "Participant") participating interests interest in any Loan owing to such Lender, any Note held by such Lender, any L/C Interest held by such Lender, the Commitment of such Lender or any other interest rights and obligations of such Lender under the any Loan Documents. In the event of Despite any such sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the owner holder of its Loans and the holder of any Note issued to it Commitments for all purposes under the Loan Documentspurposes, all amounts payable by the Borrower under this Agreement Borrowers shall be determined as if such Lender had not sold such participating interests, and the Borrower Borrowers and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or liability to any such Participant. The participation agreement effecting the sale of any participating interest A Participant that would be a Foreign Lender if it were a Lender shall contain a representation by the Participant not be entitled to the effect that none benefits of Section 5.9 unless Borrowers agree otherwise in writing and such Participant agrees, for the benefit of the consideration used Borrowers, to make comply with the purchase requirements of Section 5.10 asthough it were a Lender; provided, that in no event shall any Participant be entitled to receive any greater amount pursuant to Section 5.9 than the transferor Lender would have been entitled to receive in respect of the 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 amount of the participation transferred by such transferor Lender to such Participant in and under the Loan Documents will not be "plan assets" under ERISAhad no such transfer occurred.

Permitted Participants; Effect. Any Lender maymay at any time, without the consent of, or notice to, the Borrower or the Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in the ordinary course all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its business and in accordance with applicable law, at any time sell to one or more banks or other Eligible Participants (a "Participant") participating interests in any Loan Revolver Commitment and/or the Loans owing to it); provided that (i) 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. 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 this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain and (iii) the owner of its Loans Borrower, the Agent and the holder of any 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 and the Administrative Agent Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's ’s rights and obligations under this Agreement. For the Loan Documentsavoidance of doubt, each Lender shall be responsible for the indemnity under Section VI of Exhibit D with respect to any payments made by such Lender to its Participant(s). The participation agreement effecting the sale Each Lender shall be solely responsible for notifying its Participants of any participating interest matters under the Transaction Documents, and Agent and the other Lenders shall contain not have any obligation or liability to any such Participant. A Participant that would be a representation by the Participant Foreign Lender if it were a Lender shall not be entitled to the effect that none benefits of the consideration used to make the purchase of the participating interest Section 5.10 unless Borrower agrees otherwise 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 ERISAwriting.

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

Permitted Participants; Effect. Any Lender may, in without the ordinary course consent of its business and in accordance with applicable lawthe Borrower, at any time the Administrative Agent, the Issuing Banks or the Swing Line Bank, sell participations to one or more banks or other Eligible Participants entities (a "“Participant"”) participating interests in any all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Revolving Loan Commitment and the Loans owing to it); provided that (i) 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. 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 this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligationsobligations and (iii) the Borrower, such Lender shall remain the owner of its Loans Administrative Agent, the Issuing Banks and the holder of any 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 and the Administrative Agent other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's ’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the Loan Documents. The participation agreement effecting the sale sole right to enforce this Agreement and to approve any amendment, modification or waiver of any participating interest provision of this Agreement; provided 91 that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.3 that adversely affects such Participant. Subject to paragraph (B) of this Section, the Borrower agrees that each Participant shall contain a representation by the Participant be entitled to the effect that none benefits of Sections 4.1, 4.2, 4.3, 4.4 and 4.5 to the consideration used same extent as if it were a Lender and had acquired its interest by assignment pursuant to make Section 13.3. To the purchase extent permitted by law, each Participant also shall be entitled to the benefits of the participating interest in the CommitmentSection 12.1 as though it were a Lender, Loans and L/C Interests under provided such participation agreement are "plan assets" Participant agrees to be subject to Section 12.2 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 ERISAthough it were a Lender.

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 time, without the consent of, or more banks or other Eligible Participants (a "Participant") participating interests in any Loan owing to such Lender, any Note held by such Lender, any L/C Interest held by such Lendernotice to, the Commitment of such Borrower, Agent, Swing Line Lender or any LC Issuer, sell participations to any Person (other interest than a natural Person, the Borrower or any of the Borrower’s Affiliates or Subsidiaries or, unless a Default has occurred and is continuing, (x) any competitor of the Borrower or any of its Subsidiaries or (y) any other company engaged in the business of selling or distributing energy products) (each, a “Participant”) in all or a portion of such Lender Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement and the other Loan Documents. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents if any, shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the owner of its Loans Outstanding Credit Exposure and the holder of any Note issued to it in evidence thereof for all purposes under the Loan Documents, Documents and all amounts payable by the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interestsinterest and (iv) the Borrower, the Agent, the LC Issuers and the Borrower and the Administrative Agent Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's ’s rights and obligations under this Agreement. For the Loan Documentsavoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.10 with respect to any payments made by such Lender to its Participant(s). 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.97

Permitted Participants; Effect. Any Lender may, in without the ordinary course consent of its business and in accordance with applicable law, at any time the Borrower or the Administrative Agent sell participations to one or more banks or other Eligible Participants entities (a "“Participant"”) participating interests in any Loan all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (i) 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. 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 this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligationsobligations and (iii) the Borrower, such Lender shall remain the owner of its Loans and the holder of any 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 and the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's ’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the Loan Documents. The participation agreement effecting the sale sole right to enforce this Agreement and to approve any amendment, modification or waiver of any participating interest provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.3 that adversely affects such Participant. Subject to paragraph (B) of this Section, the Borrower agrees that each Participant shall contain a representation by the Participant be entitled to the effect that none benefits of Sections 4.1, 4.2, 4.3, 4.4 and 4.5 to the consideration used same extent as if it were a Lender and had acquired its interest by assignment pursuant to make Section 13.3. To the purchase extent permitted by law, each Participant also shall be entitled to the benefits of the participating interest in the CommitmentSection 12.1 as though it were a Lender, Loans and L/C Interests under provided such participation agreement are "plan assets" Participant agrees to be subject to Section 12.2 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 ERISAthough it were a Lender.

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 or other Eligible Participants a financial institution (“Participant”) a "Participant") participating interests interest in any Loan owing to such Lender, any Note held by such Lender, any L/C Interest held by such Lender, the Commitment of such Lender or any other interest rights and obligations of such Lender under the any Loan Documents. In the event of Despite any such sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the owner holder of its Loans and the holder of any Note issued to it Revolver Commitments for all purposes under the Loan Documentspurposes, all amounts payable by the Borrower under this Agreement Borrowers shall be determined as if such Lender had not sold such participating interests, and the Borrower Borrowers and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Administrative Agent and the other Lenders shall not have any obligation or liability to any such Participant. The participation agreement effecting the sale of any participating interest A Participant shall contain a representation by the Participant not be entitled to the effect that none benefits of Section 5.10 unless (a) Borrowers agree otherwise in writing and (b) such Participant shall have complied with the requirements of Section 5.11 including, without limitation, Sections 5.11.2, 5.11.3 and 5.11.4, provided, that, no such Participant shall be entitled to receive any greater amount pursuant to Section 5.10 than the Lender would have been entitled to receive in respect of the consideration used to make the purchase amount of the participating interest in the Commitment, Loans and L/C Interests under participation transferred by such participation agreement are "plan assets" as defined under ERISA and that the rights and interests of the Lender to such Participant in and under the Loan Documents will not be "plan assets" under ERISAhad no such transfer occurred.

Permitted Participants; Effect. Any With the prior written ------------------------------ consent of the Administrative Agent (and during the initial syndication of the Facility, the Syndication Agent) and the Borrower (which consents shall not be unreasonably withheld or delayed), any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other Eligible Participants entities (a "ParticipantParticipants") participating ------------ interests in any Loan Advance owing to such Lender, any Note held by such Lender, any L/C Interest held by such Lender, the Commitment of such Lender or any other interest of such Lender under the Loan Documents, except that (i) no consent of Borrower shall be required for any such sale if an Event of Default has occurred and is continuing and (ii) no consent of any of the Administrative Agent, the Syndication Agent or the Borrower shall ever be required (A) for any such sale made to any Lender's Affiliate or (B) for any sale of a participating interest in Competitive Bid Loans. 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 and the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under the Loan Documents. The participation agreement effecting the sale of any participating interest shall contain a representation by the Participant to the effect that none of the consideration used to make the purchase of the participating interest in the Commitment, Loans and L/C Interests under such participation agreement are "plan assets" as defined under ERISA and that the rights and interests of the Participant in and under the Loan Documents will not be "plan assets" under ERISA.

Permitted Participants; Effect. Any Subject to Section 13.3.3, 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 Eligible Participants (a "Participant") participating interests in any Loan owing to such Lender, any Note held by such Lender, any L/C Interest held by such Lender, the Commitment of such Lender or any other interest obligations of such Lender under the any Loan Documents, provided, however, that any assignment or transfer made to a Participant (including any assignment of a Foreign Revolver Commitment) shall at least include an assignment or transfer of a part of Loan of a principal amount outstanding at that time of an amount at least equivalent to 100,000 Euros, unless it is made to any Person which qualifies as a professional market party (professionele marktpartij) under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht). In the event of Despite any such sale by a Lender of participating interests to a Participant, such Lender's Xxxxxx’s obligations under the Loan Documents shall remain unchanged, such Lender it shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender it shall remain the owner holder of its Loans and the holder of any Note issued to it Borrower Group Commitments for all purposes under the Loan Documentspurposes, all amounts payable by the Borrower under this Agreement Obligors shall be determined as if such Lender it had not sold such participating interests, and the Borrower Obligors and the Administrative Agent shall continue to deal solely and directly 150 with such Lender in connection with such Lender's rights and obligations the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or liability to any such Participant. The participation agreement effecting the sale of any participating interest A Participant shall contain a representation by the Participant not be entitled to the effect benefits of Section 5.8 unless such Participant agrees to comply with the provisions of Section 5.9 as though it were a Lender (it being understood that none of the consideration used documentation required under Section 5.9 shall be delivered to make the purchase of the participating interest in the CommitmentLender), 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 shall not be "plan assets" entitled to receive any greater payment under ERISASections 3.7 or 5.8 than its participating Lender would have been entitled to receive unless U.S. Borrower Agent consents to the participation in writing.

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 Eligible Participants entities (a "ParticipantPARTICIPANTS") participating interests in any Loan owing to such Lender, any Note held by such Lender, any L/C Interest held by the Commitment of such Lender, the Commitment any Letter of Credit Liabilities of such Lender, any Swingline Exposure of such Lender or any other interest of such Lender under the Loan Documents; 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 exists, the consent of the Company (which consent shall not be unreasonably withheld) and shall each be in a minimum amount of $5,000,000. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's 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 Obligors under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrower Obligors, the Issuing Banks and the Administrative Agent Agents shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under the Loan Documents. The participation agreement effecting the sale of any participating interest shall contain a representation by the Participant to the effect that none of the consideration used to make the purchase of the participating interest in the Commitment, Loans and L/C Interests under such participation agreement are "plan assets" as defined under ERISA and that the rights and interests of the Participant in and under the Loan Documents will not be "plan assets" under ERISA.

Permitted Participants; Effect. Any Lender may, in without the ordinary course consent of its business and in accordance with applicable lawthe Borrower or the Administrative Agent, at any time sell participations to one or more banks or other Eligible Participants entities (a "“Participant"”) participating interests in any Loan all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (i) 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. 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 this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligationsobligations and (iii) the Borrower, such Lender shall remain the owner of its Loans and the holder of any 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 and the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's ’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the Loan Documents. The participation agreement effecting the sale sole right to enforce this Agreement and to approve any amendment, modification or waiver of any participating interest provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.3 that adversely affects such Participant. Subject to paragraph (B) of this Section, the Borrower agrees that each Participant shall contain a representation by the Participant be entitled to the effect that none benefits of Sections 4.1, 4.2, 4.3, 4.4 and 4.5 to the consideration used same extent as if it were a Lender and had acquired its interest by assignment pursuant to make Section 13.3. To the purchase extent permitted by law, each Participant also shall be entitled to the benefits of the participating interest in the CommitmentSection 12.1 as though it were a Lender, Loans and L/C Interests under provided such participation agreement are "plan assets" Participant agrees to be subject to Section 12.2 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 ERISAthough it were a Lender.

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 or other Eligible Participants a financial institution (“Participant”) a "Participant") participating interests interest in any Loan owing to such Lender, any Note held by such Lender, any L/C Interest held by such Lender, the Commitment of such Lender or any other interest rights and obligations of such Lender under the any Loan Documents. In the event of Despite any such sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the owner holder of its Loans and the holder of any Note issued to it Revolver Commitment for all purposes under the Loan Documentspurposes, all amounts payable by the Borrower under this Agreement Borrowers shall be determined as if such Lender had not sold such participating interests, and the Borrower Borrowers and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Agent and the other Lenders or Obligors shall not have any obligation or liability to any such Participant. The participation agreement effecting the sale of any participating interest Each Participant shall contain a representation by the Participant be entitled to the effect that none benefits of Sections 3.7, 3.9 and 5.9 to the consideration used same extent as if it were a Lender and had acquired its interest by assignment pursuant 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 Section 14.3 (it being understood that the rights documentation required under Section 5.10 shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Section 3.8 as if it were an assignee under Section 14.3 and interests of the Participant in and under the Loan Documents will (B) shall not be "plan assets" entitled to receive any greater payment under ERISA.Sections 3.7 or 5.10, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive. 111 NAI-1507796678v9

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 Eligible Participants entities (a as used in this Section 13, ---------- "ParticipantParticipants") ), participating interests in any Loan owing to such Lender, any Note held by the ------------ Commitment of such Lender, any L/C Interest held by such Lender, the Commitment of such Lender or any other interest of such Lender under this Agreement or the Loan other Project Documents; provided that, so long as no Default -------- shall have occurred or be continuing, no Lender may sell any such interests to any entity which is engaged in business in the forest products industry, unless such Lender obtains the prior consent of the Company to such sale, which consent shall not be unreasonably withheld; provided, further, that each participating interest shall -------- ------- be in an aggregate amount of $5,000,000 or more. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Credit Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the owner of its Loans and the holder of any Note issued to it for all purposes under the Loan Documents, all amounts payable by the Borrower Company under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrower Company and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under the Loan Credit 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.