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, 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 obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the holder of any such Notes for all purposes under the Loan Documents, all amounts payable by the Borrowers under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrowers and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under the Loan Documents except that, for purposes of Article IV hereof, the Participants shall be entitled to the same rights as if they were Lenders.

Permitted Participants; Effect. 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, 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 any of 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 thereofDocuments. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the holder of any such Notes its Loans and Commitments for all purposes under the Loan Documents, all amounts payable by the Borrowers under this Agreement and any of the Notes shall be determined as if such Lender had not sold such participating interests, and the Borrowers and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under the Loan Documents except thatDocuments. If a Lender sells a participation to a Person other than an Affiliate of such Lender, for purposes of Article IV 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 benefits of Section 5.9 unless Borrowers consents to 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 Lendersa 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 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, 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 any of 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 thereofDocuments. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the holder of any such Notes its Loans and Commitments for all purposes under the Loan Documents, all amounts payable by the Borrowers Obligors under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrowers Obligors and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender's ’s rights and obligations under the Loan Documents except thatDocuments. If a Lender sells a participation to a Person other than an Affiliate of such Lender, for purposes of Article IV 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 benefits of Section 5.8 unless Borrowers are notified of the participation sold to Participant and such Participant agrees, for the benefit of Borrowers, to comply with Section 5.9 as if they though such Participant were Lendersa 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 ("PARTICIPANTSParticipants") participating interests in any Loan owing to such Lender, any Notes 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 or non-pro rata basisDocuments. Notice The consent of such participation to the Borrowers Borrower and the Agent Agent, which consent in each case shall not be unreasonably withheld, shall be required prior to any a participation becoming effective with respect to a Participant which is not a Lender or an Affiliate thereof; provided, however, that if a Default has occurred and is continuing, the consent of the Borrower shall not be required. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the holder of any such Notes Note for all purposes under the Loan Documents, all amounts payable by the Borrowers Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrowers Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under the Loan Documents except that, for purposes of Article IV hereof, the Participants shall be entitled to the same rights as if they were LendersDocuments.

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, 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 any of 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 thereofDocuments. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the holder of any such Notes its Loans and Commitments for all purposes under the Loan Documents, all amounts payable by the Borrowers Borrower under this Agreement and any of the Notes shall be determined as if such Lender had not sold such participating interests, and the Borrowers 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 except thatDocuments. If a Lender sells a participation to a Person other than an Affiliate of such Lender, for purposes of Article IV hereof, then such Lender shall give prompt written notice thereof to the Participants Borrower and the Administrative Agent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the same rights benefits of this Agreement unless the Borrower is notified of the participation sold to Participant and such Participant agrees in a written instrument reasonably acceptable to the Borrower, for the benefit of Borrower, to comply with Section 4.7 as if they though such Participant were Lendersa Lender, and such Participant complies with such Section 4.7.

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 ("PARTICIPANTSParticipants") participating interests in any Loan owing to such Lender, any Notes participation in Facility Letters of Credit owned by such Lender, any Note held by such Lender, any Commitment of such Lender, any L/C Interest of such Lender or any other interest of such Lender under the Loan Documents on Documents. Unless a pro rata or non-pro rata basis. Notice Default has occurred and is continuing, the consent of such participation to the Borrowers Borrower and the Agent shall be required prior to any participation such sale becoming effective with respect to a Participant which is not a Lender or an Affiliate thereofof a Lender or of such Lender's parent corporation. Such consent shall not be unreasonably withheld. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the holder of any such Notes Note for all purposes under the Loan Documents, all amounts payable by the Borrowers Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrowers Borrower, the Issuer and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under the Loan Documents except that, for purposes of Article IV hereof, the Participants shall be entitled to the same rights as if they were LendersDocuments.

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 that are U.S. Qualified Persons ("PARTICIPANTS") participating interests in any Loan owing to such Lender, any Notes 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 Borrowers 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. Upon receiving said notice, the Administrative Agent shall record the participation in the Register it maintains. Moreover, notwithstanding such recordation, such participation shall not be considered an assignment under Section 13.3 of this Agreement and such Participant shall not be considered a Lender. In the event of any such sale by a Lender of participating interests interests to a Participant, such Lender's obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the holder owner of any such Notes all Loans made by it for all purposes under the Loan Documents, all amounts payable by the Borrowers Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrowers 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 except that, for purposes of Article IV hereof, the Participants shall be entitled to the same rights as if they were Lenders.

Permitted Participants; Effect. 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 ("PARTICIPANTSParticipants") participating interests in any Loan owing to such Lender, any Notes 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 non pro- rata basis. Notice ; provided that the amount of such participation to shall not be for less than $5,000,000 (provided such amount may be reduced after the Borrowers occurrence of a Default without the consent of the Borrower by the Agent 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 thereofRequired Lenders). In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the holder of any such Notes Note for all purposes under the Loan Documents, all amounts payable by the Borrowers Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrowers Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under the Loan Documents except that, for purposes of Article IV III hereof, the Participants shall be entitled to the same rights as if they were Lenders.

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 ("PARTICIPANTSParticipants") participating interests in any Loan owing to such Lender, any Notes 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 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 thereofof a Lender. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the holder of any such Notes Note for all purposes under the Loan Documents, all amounts payable by the Borrowers Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrowers Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under the Loan Documents except that, for purposes of Article IV hereofARTICLE 1, the Participants shall be entitled to the same rights as if they were Lenders.

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, 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 any of 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 thereofDocuments. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the holder of any such Notes its Loans and Commitments for all purposes under the Loan Documents, all amounts payable by the Borrowers under this Agreement and any of the Notes shall be determined as if such Lender had not sold such participating interests, and the Borrowers and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender's ’s rights and obligations under the Loan Documents except thatDocuments. If a Lender sells a participation to a Person other than an Affiliate of such Lender, for purposes of Article IV 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 Lendersa 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 banks, financial institutions, pension funds, or any other funds or entities ("PARTICIPANTSParticipants") participating interests in any Loan owing to such Lender, any Notes 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 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 thereofDocuments. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the holder of any such Notes Note for all purposes under the Loan Documents, all amounts payable by the Borrowers Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrowers 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 except that, for purposes of Article IV 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.enforce Borrower's obligations arising under Article 4 and Borrower shall have no liability whatsoever to any Participants under such Article 4. ncbcrex.htm 14534489\V-10

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 a financial institution ("PARTICIPANTS"“Participant”) a participating interests interest in any Loan owing to such Lender, any Notes held by such Lender, any Commitment of such Lender, any L/C Interest of such Lender or any other interest the rights and obligations of such Lender under the any Loan Documents on a pro rata or non-pro rata basisDocuments. Notice of such participation to the Borrowers and the Agent shall be required prior to Despite 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 holder of any such Notes its Revolver Loans and Commitments for all purposes under the Loan Documentspurposes, all amounts payable by the Borrowers under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrowers and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents except thatDocuments, for purposes of Article IV hereof, and Agent and the Participants other Lenders shall not have any obligation or liability to any such Participant. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the same rights benefits of Section 5.8 unless Borrowers agree otherwise in writing. Each Lender that sells a participating interest in any Revolver Loan, Revolver Commitment or other interest to a Participant shall, as if they were Lendersagent of the relevant Borrower solely for purposes of this Section 13.2, record in book entries maintained by such Lender the name and the amount of the participating interest of each Participant entitled to receive payments in respect of such participating interests.

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 ("PARTICIPANTSParticipants") participating interests in any Loan owing to such Lender, any Notes 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 Borrowers Borrower and the Administrative Agent shall be required prior to any participation becoming effective with respect to a Participant which is not a Lender or an Affiliate thereof. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the holder owner of any such Notes all Loans made by it for all purposes under the Loan Documents, all amounts payable by the Borrowers Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrowers Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's ’s rights and obligations under the Loan Documents except that, for purposes of Article IV hereof, the Participants shall be entitled to the same rights as if they were Lenders.

Permitted Participants; Effect. 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 ("PARTICIPANTSParticipants") participating interests in any Loan owing to such Lender, any Notes 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 Borrowers 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 holder of any such Notes Note for all purposes under the Loan Documents, all amounts payable by the Borrowers Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrowers 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 except that, for purposes of Article IV hereof, the Participants shall be entitled to the same rights as if they were Lenders. The Lender selling a participating interest on its Loan, and the Participant(s) therein, shall bear their own fees and expenses incurred in connection with any such participation, and the Borrower shall have no obligation for any such fees or expenses.

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, 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 any of 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 thereofDocuments. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the holder of any such Notes its Loans and Commitments for all purposes under the Loan Documents, all amounts payable by the Borrowers under this Agreement and any of the Notes shall be determined as if such Lender had not sold such participating interests, and the 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 except thatDocuments. If a Lender sells a participation to a Person other than an Affiliate of such Lender, for purposes of Article IV 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 Lendersa 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 Eligible Participants (a "PARTICIPANTSPARTICIPANT") participating interests in any Loan owing to such Lender, any Notes Note held by such Lender, any the 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 thereofDocuments. 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 Notes Note issued to it for all purposes under the Loan Documents, all amounts payable by the Borrowers Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrowers 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 except that, for purposes Documents. The participation agreement effecting the sale of Article IV hereof, any participating interest shall contain a representation by the Participants shall be entitled Participant to the same effect that none of the consideration used to make the purchase of the participating interest in the Commitment and Loans under such participation agreement are "plan assets" as defined under ERISA and that the rights as if they were Lendersand interests of the Participant in and under the Loan Documents will not be "plan assets" under ERISA.

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, 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 any of 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 thereofDocuments. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the holder of any such Notes Note for all purposes under the Loan Documents, all amounts payable by the Borrowers under this Agreement and any of the Notes shall be determined as if such Lender had not sold such participating interests, and the Borrowers and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under the Loan Documents except thatDocuments. If a Lender sells a participation to a Person other than an Affiliate of such Lender, for purposes of Article IV 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 4.9 unless Borrowers are notified of the participation sold to Participant and such Participant agrees, for the benefit of Borrowers, to comply with SECTION 4.10 as if they though such Participant were Lendersa 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 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, 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 any of 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 thereofCredit Documents. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Credit Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the holder of any such Notes Note for all purposes under the Loan Credit Documents, all amounts payable by the Borrowers under this Agreement and any of the Notes shall be determined as if such Lender had not sold such participating interests, and the Borrowers and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's ’s rights and obligations under the Loan Documents except thatCredit Documents. If a Lender sells a participation to a Person other than an Affiliate of such Lender, for purposes of Article IV 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 Lendersa 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 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, 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 any of 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 thereofDocuments. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the holder of any such Notes its Loans and Commitments for all purposes under the Loan Documents, all amounts payable by the Borrowers under this Agreement and any of the Notes shall be determined as if such Lender had not sold such participating interests, and the Borrowers and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under the Loan Documents except thatDocuments. If a Lender sells a participation to a Person other than an Affiliate of such Lender, for purposes of Article IV 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 Lendersa 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 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, 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 any of 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 thereofDocuments. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the holder of any such Notes Note for all purposes under the Loan Documents, all amounts payable by the Borrowers under this Agreement and any of the Notes shall be determined as if such Lender had not sold such participating interests, and the Borrowers and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under the Loan Documents except thatDocuments. If a Lender sells a participation to a Person other than an Affiliate of such Lender, for purposes of Article IV 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 4.9 unless Borrowers are notified of the participation sold to Participant and such Participant agrees, for the benefit of Borrowers, to comply with Section 4.10 as if they though such Participant were Lendersa Lender.

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"“Participants”) participating interests in any Loan owing to such 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 Each Lender that sells a participating interest in any participation becoming effective with respect Loan or other interest to a Participant which is shall, as agent of the Borrower solely for the purpose of this Section 14.2, record in book entries maintained by such Lender the name and the amount of the participating interest of each Participant entitled to receive payments in respect of such participating interests. Moreover, notwithstanding such recordation, such participation shall not be considered an assignment under Section 14.3 and such Participant shall not be considered a Lender or an Affiliate thereofLender. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the holder owner of any such Notes all Loans made by it for all purposes under the Loan Documents, all amounts payable by the Borrowers applicable Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrowers applicable Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's ’s rights and obligations under the Loan Documents except that, for purposes of Section 2.16, Article IV hereofand Section 9.2, the Participants shall be entitled to the same rights as if they were Lenders. Notwithstanding anything herein to the contrary, no Participant shall be entitled to receive any greater amount pursuant to Section 2.16 or Section 4.1 than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred.

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, any Notes 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 Borrowers Borrower and the Agent shall be required prior to any participation becoming effective with respect to a Participant which is not a Lender or an Affiliate thereof. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the holder owner of any such Notes all Loans made by it for all purposes under the Loan Documents, all amounts payable by the Borrowers Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrowers Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under the Loan Documents except that, for purposes of Article IV hereof, the Participants shall be entitled to the same rights as if they were Lenders.

Permitted Participants; Effect. 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 ("PARTICIPANTSParticipants") participating interests in any Loan owing to such Lender, any Notes 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 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 thereofDocuments. 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 Notes Note issued to it in evidence thereof for all purposes under the Loan Documents, all amounts payable by the Borrowers Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrowers Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under the Loan Documents except that, for purposes of Article IV 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, provided that the Borrower shall not be required to reimburse Participants pursuant to such provisions in an amount in excess of the amount that would have been payable thereunder to such Lender had such Lender not sold such participation.

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"“Participants”) participating interests in any Loan owing to such 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 Each Lender that sells a participating interest in any participation becoming effective with respect Loan or other interest to a Participant which is shall, as agent of the Borrower solely for the purpose of this Section 14.2, record in book entries maintained by such Lender the name and the amount of the participating interest of each Participant entitled to receive payments in respect of such participating interests. Moreover, notwithstanding such recordation, such participation shall not be considered an assignment under Section 14.3 and such Participant shall not be considered a Lender or an Affiliate thereofLender. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the holder owner of any such Notes all Loans made by it for all purposes under the Loan Documents, all amounts payable by the Borrowers applicable Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrowers applicable Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's ’s rights and obligations under the Loan Documents except that, for purposes of Section 2.15, Article IV hereofand Section 9.2, the Participants shall be entitled to the same rights as if they were Lenders. Notwithstanding anything herein to the contrary, no Participant shall be entitled to receive any greater amount pursuant to Section 2.15 or Section 4.1 than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred.

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, 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 any of 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 thereofDocuments. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the holder of any such Notes its Loans and Commitments for all purposes under the Loan Documents, all amounts payable by the Borrowers under this Agreement and any of the Notes shall be determined as if such Lender had not sold such participating interests, and the Borrowers and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's ’s rights and obligations under the Loan Documents except thatDocuments. If a Lender sells a participation to a Person other than an Affiliate of such Lender, for purposes of Article IV 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 Lendersa 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 ("PARTICIPANTSParticipants") participating interests in any Loan owing to such Lender, any Notes Note held by such Lender, any Acquisition Facility Loan Commitment or 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 Borrowers Borrower and the Agent shall be required prior to any participation becoming effective with respect to a Participant which is not a Lender or an Affiliate thereof. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the holder of any such Notes Note for all purposes under the Loan Documents, all amounts payable by the Borrowers Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrowers Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under the Loan Documents except that, for purposes of Article IV hereof, the Participants shall be entitled to the same rights as if they were Lenders.

Permitted Participants; Effect. 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 ("PARTICIPANTSParticipants") participating interests in any Loan owing to such Lender, any Notes 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 nonnon pro-pro rata basis. Notice ; provided that the amount of such participation to shall not be for less than $5,000,000 (provided such amount may be reduced after the Borrowers occurrence of a Default without the consent of the Borrower by the Agent 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 thereofRequired Lenders). In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the holder of any such Notes Note for all purposes under the Loan Documents, all amounts payable by the Borrowers Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrowers Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under the Loan Documents except that, for purposes of Article IV III hereof, the Participants shall be entitled to the same rights as if they were Lenders.

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, any Notes 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 Borrowers Borrower and the Administrative Agent shall be required prior to any participation becoming effective with respect to a Participant which is not a Lender or an Affiliate thereof. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the holder of any such Notes Note for all purposes under the Loan Documents, all amounts payable by the Borrowers Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrowers Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's ’s rights and obligations under the Loan Documents except that, for purposes of Article IV hereof, the Participants shall be entitled to the same rights as if they were Lenders. The Lender selling a participating interest on its Loan, and the Participant(s) therein, shall bear their own fees and expenses incurred in connection with any such participation, and the Borrower shall have no obligation for any such fees or expenses.

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") participating interests in all or a portion of such Lender's rights and obligations in any Loan owing to such Lender, any Notes Note held by such Lender, any Commitment of such Lender, any L/C Interest 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. Notice Written 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 obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the holder of any such Notes Note for all purposes under the Loan Documents, all amounts payable by the Borrowers Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrowers Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender▇▇▇▇▇▇'s rights and obligations under the Loan Documents except that, for purposes of Article IV hereof, the Participants shall be entitled to the same rights as if they were LendersDocuments.

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 ("PARTICIPANTSParticipants") participating interests in any Loan owing to such Lender, any Notes 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 Borrowers 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 holder of any such Notes Note for all purposes under the Loan Documents, all amounts payable by the Borrowers Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrowers 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 except that, for purposes of Article IV hereof, the Participants shall be entitled to the same rights as if they were Lenders. No Participant shall be entitled to receive any amount in excess of such amount as the Lender from which such Participant purchased its participating interest would have received with respect to such participating interest.

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, 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 any of 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 thereofDocuments. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the holder of any such Notes Note for all purposes under the Loan Documents, all amounts payable by the Borrowers under this Agreement and any of the Notes shall be determined as if such Lender had not sold such participating interests, and the Borrowers and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's ’s rights and obligations under the Loan Documents except thatDocuments. If a Lender sells a participation to a Person other than an Affiliate of such Lender, for purposes of Article IV 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 4.9 unless Borrowers are notified of the participation sold to Participant and such Participant agrees, for the benefit of Borrowers, to comply with Section 4.9 as if they though such Participant were Lendersa 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 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, 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 any of 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 thereofDocuments. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the holder of any such Notes its Loans and Commitments for all purposes under the Loan Documents, all amounts payable by the Borrowers Borrower under this Agreement and any of the Notes shall be determined as if such Lender had not sold such participating interests, and the Borrowers Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's ’s rights and obligations under the Loan Documents except thatDocuments. If a Lender sells a participation to a Person other than an Affiliate of such Lender, for purposes of Article IV hereof, then such Lender shall give prompt written notice thereof to the Participants Borrower and the Administrative Agent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the same rights benefits of this Agreement unless the Borrower is notified of the participation sold to Participant and such Participant agrees in a written instrument reasonably acceptable to the Borrower, for the benefit of Borrower, to comply with Section 4.7 as if they though such Participant were Lendersa Lender, and such Participant complies with such Section 4.7.

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, any Notes 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 Borrowers Borrower and the Agent shall be required prior to any participation becoming effective with respect to a Participant which is not a Lender or an Affiliate thereof. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the holder of any such Notes Note for all purposes under the Loan Documents, all amounts payable by the Borrowers Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrowers Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under the Loan Documents except that, for purposes of Article IV hereof, the Participants shall be entitled to the same rights as if they were Lenders; provided, however, that such Participant shall have complied with all requirements required to be complied with by any Lender under such Article IV and provided further, however, that no Participant shall be entitled to receive any greater amount pursuant to such Article IV than the transferor Lender would have been entitled to receive in respect to the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred.