Common use of Participant Register Clause in Contracts

Participant Register. Each Lender that sells a participation, acting solely for this purpose as a non-fiduciary agent of Borrower solely for United States federal tax purposes, shall maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”). No Lender shall have any obligation to disclose all or any portion of any Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Loans or other rights or obligations under any Loan Document), except to the extent that such disclosure is necessary to establish that the Commitments, Loans or other rights or obligations are in registered form under Treasury Regulation Section 5f.103-1(c). Unless otherwise required by the Internal Revenue Service, any disclosure required by the foregoing sentence shall be made by the relevant Lender directly and solely to the Internal Revenue Service. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender, Borrower and the Agent shall treat each person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of such participation for all purposes of this Agreement, notwithstanding notice to the contrary.

Participant Register. Each Lender that sells a participationparticipation shall, acting solely for this purpose as a non-fiduciary agent of Borrower solely for United States federal tax purposesthe Borrower, shall maintain a register on which it enters the name and address of each Participant participant and the principal amounts of (and stated interestinterest on) of each Participantparticipant’s interest in the Loans or other obligations under this Agreement made hereunder (the “Participant Register”). No ; provided that no Lender shall have any obligation to disclose all or any portion of any the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Loans Commitments, Loans, Letters of Credit or its other rights or obligations Obligations under any Loan Document), ) to any Person except to the extent that such disclosure is necessary to establish that the Commitmentsany such Commitment, Loans Loan, Letter of Credit or other rights or obligations are Obligation is in registered form under Treasury Regulation Section 5f.103-1(c). Unless otherwise required by ) of the Internal Revenue Service, any disclosure required by the foregoing sentence shall be made by the relevant Lender directly and solely to the Internal Revenue ServiceUnited States Treasury Regulations. The entries in the Participant Register shall be conclusive and binding for all purposes, absent manifest error, and such Lenderthe Borrower, Borrower the Administrative Agent, and the Agent shall Lenders may treat each person Person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of such participation a participant for all purposes of this Agreement. No sale or other transfer of any participation or other beneficial ownership interest in any Loan shall be effective until such sale or transfer is recorded in the applicable Participant Register and, notwithstanding notice prior to such recordation, all amounts owing to the contraryselling Lender with respect to any Loan shall remain owing to the selling Lender. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participant Register. Each Lender that sells a participationparticipation shall, acting solely for this purpose as a non-fiduciary agent of Borrower solely for United States federal tax purposesthe Borrowers, shall maintain a register on which it enters the name and address of each Participant participant and the principal amounts of (and stated interestrelated interest on) of each Participant’s interest in the Loans or other obligations under this Agreement made hereunder (the “Participant Register”). No ; provided that no Lender shall have any obligation to disclose all or any portion of any the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Loans Commitments, Loans, Letters of Credit or its other rights or obligations Obligations under any Loan Document), ) to any Person except to the extent that such disclosure is necessary to establish that the Commitmentsany such Commitment, Loans Loan, Letter of Credit or other rights or obligations are Obligation is in registered form under Treasury Regulation Section 5f.103-1(c). Unless otherwise required by ) of the Internal Revenue Service, any disclosure required by United States Treasury Regulations and Section 1.163-5 of the foregoing sentence shall be made by the relevant Lender directly and solely to the Internal Revenue Serviceproposed United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest errorand binding for all purposes, and such Lenderthe Borrowers, Borrower the Administrative Agent, and the Agent Lenders shall treat each person Person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of such participation a Participant for all purposes of this Agreement, notwithstanding notice to the contrary. No sale or other transfer of any participation or other beneficial ownership interest in any Loan shall be effective until such sale or transfer is recorded in the applicable Participant Register and, prior to such recordation, all amounts owing to the selling Lender with respect to any Loan shall remain owing to the selling Lender. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participant Register. Each Lender that sells a participationThe applicable Lender, acting solely for this purpose as a non-fiduciary agent of Borrower solely the Obligors (and to the extent necessary for United States the Facilities to be considered as being in registered form for US federal income tax purposes), shall maintain a register on which it enters the name and address of each Participant Relevant Sub-Participant, and the principal amounts (and stated interest) amount of each such Relevant Sub-Participant’s interest in the Loans or other such Lender’s rights and/or obligations under this Agreement (the “Participant Register”). No ; provided that no Lender shall have any obligation to disclose all or any portion of any the Participant Register to any Person (including the identity of any Relevant Sub-Participant or any information relating to a Relevant Sub-Participant’s interest in any Loans Commitments, Loans, Letters of Credit or its other rights or obligations under any Loan Finance Document), ) to any Person except to the extent that such disclosure is necessary in connection with a Tax audit or other proceeding to establish that the Commitments, Loans such Facilities or other rights obligation is in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related Treasury regulations (or obligations are in registered form under any successor provisions of the Code or of such Treasury Regulation Section 5f.103-1(cregulations). Unless otherwise required by the Internal Revenue Service, any disclosure required by the foregoing sentence shall be made by the relevant Lender directly and solely to the Internal Revenue Service. The entries in the Participant Register shall be conclusive absent manifest error, and the Obligor (to the extent it has been notified of such Lender, Borrower entry) and the Agent such Lender shall treat each person Person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of the applicable rights and/or obligations of such participation for all purposes of Lender under this Agreement, notwithstanding notice to the contrary.

Participant Register. Each Lender that sells a participationparticipation shall, acting solely for this purpose as a non-fiduciary agent of Borrower solely for United States federal tax purposesthe Borrowers, shall maintain a register on which it enters the name and address of each Participant participant and the principal amounts of (and stated interestrelated interest on) of each Participant’s interest in the Loans or other obligations under this Agreement made hereunder (the “Participant Register”). No ; provided that no Lender shall have any obligation to disclose all or any portion of any the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Loans Commitments, Loans, Letters of Credit or its other rights or obligations Obligations under any Loan Document), ) to any Person except to the extent that such disclosure is necessary to establish that the Commitmentsany such Commitment, Loans Loan, Letter of Credit or other rights or obligations are Obligation is in registered form under Treasury Regulation Section 5f.103-1(c). Unless otherwise required by ) of the Internal Revenue Service, any disclosure required by United States Treasury Regulations and Section 1.163-5 of the foregoing sentence shall be made by the relevant Lender directly and solely to the Internal Revenue Serviceproposed United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest errorand binding for all purposes, and such Lenderthe Borrowers, Borrower the Administrative Agent, and the Agent Lenders shall treat each person Person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of such participation a Participant for all purposes of this Agreement, notwithstanding notice to the contrary.. No sale or other transfer of any participation or other beneficial ownership interest in any Loan shall be effective until such sale or transfer is recorded in the applicable Participant Register and, prior to such recordation, all amounts owing to the selling Lender with respect to any Loan shall remain owing to the selling Lender. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. 162

Participant Register. Each Lender that sells a participationparticipating interest (including an assignment or participating interest pursuant to a trade that has not yet closed) shall, acting solely for this purpose as a non-fiduciary an agent of Borrower solely for United States federal tax purposesthe Borrower, shall maintain a register on which it enters the name and address of each Participant and Sub-Participant and the principal amounts (and stated interest) of each Participant’s and Sub-Participant’s interest in the Loans any Outstanding Credit Exposure, any Note, any Commitment or any other obligations under this Agreement the Loan Documents (the “Participant Register”). No Lender shall have any obligation to disclose all or any portion of any The Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Loans or other rights or obligations under any Loan Document), except to the extent that such disclosure is necessary to establish that the Commitments, Loans or other rights or obligations are in registered form under Treasury Regulation Section 5f.103-1(c). Unless otherwise required by the Internal Revenue Service, any disclosure required by the foregoing sentence shall be made by available to the relevant Lender directly Administrative Agent at any reasonable time and from time to time upon request of the Administrative Agent for distribution solely to Bayside and the Internal Revenue ServiceBorrowers’ Agent. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender, Borrower and the Agent Lender shall treat each person Person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of such participation participating interest for all purposes of this Agreement, Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. Notwithstanding anything to the contrary in this Agreement, any such Lender that has not provided its Participant Register to the Agent on or prior to the Eighth Amendment Effective Date shall not be entitled to receive any fee payable to such Lender pursuant to Section 2.25.”

Participant Register. Each Lender that sells a participationparticipation shall, acting solely for this purpose as a non-fiduciary agent of Borrower solely for United States federal tax purposesthe Borrower, shall maintain a register on - 102 - US_Active\121347781\V-16 which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participantparticipant’s interest in the Loans or other obligations under this Agreement the Loan Documents (the “Participant Register”). No ; provided that no Lender shall have any obligation to disclose all or any portion of any the Participant Register to any Person (including the identity of any Participant participant or any information relating to a Participantparticipant’s interest in any Loans Commitments, Loans, or its other rights or obligations under any Loan Document), ) to any Person except to the extent that such disclosure is necessary to establish that the Commitmentssuch Commitment, Loans Loan, or other rights or obligations are obligation is in registered form under Treasury Regulation Section 5f.103-1(c). Unless otherwise required by ) of the Internal Revenue Service, any disclosure required by the foregoing sentence shall be made by the relevant Lender directly and solely to the Internal Revenue ServiceUnited States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender, Borrower and the Agent Lender shall treat each person Person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of such participation for all purposes of this Agreement, Agreement notwithstanding any notice to the contrary. The Participant Register shall be available for inspection by Xxxxxxxx and Administrative Agent, at any reasonable time and upon reasonable prior notice. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (d) Benefit of Setoff. Each Lender shall retain the right of setoff provided in Section 11.1 and shall not be permitted to share such right with any Participant. 12.3.

Participant Register. Each Lender that sells a participationThe applicable Lender, acting solely for this purpose as a non-fiduciary agent of Borrower solely the Obligors (and to the extent necessary for United States the Facilities to be considered as being in registered form for US federal income tax purposes), shall maintain a register on which it enters the name and address of each Participant Relevant Sub-Participant, and the principal amounts (and stated interest) amount of each such Relevant Sub-Participant’s interest in the Loans or other such Lender’s rights and/or obligations under this Agreement (the “Participant Register”). No ; provided that no Lender shall have any obligation to disclose all or any portion of any the Participant Register to any Person (including the identity of any Relevant Sub-Participant or any information relating to a Relevant Sub-Participant’s interest in any Loans Commitments, Loans, Letters of Credit or its other rights or obligations under any Loan Finance Document), ) to any Person except to the extent that such disclosure is necessary in connection with a Tax audit or other proceeding to establish that the Commitments, Loans such Facilities or other rights obligation is in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related Treasury regulations (or obligations are in registered form under any successor provisions of the Code or of such Treasury Regulation Section 5f.103-1(cregulations). Unless otherwise required by the Internal Revenue Service, any disclosure required by the foregoing sentence shall be made by the relevant Lender directly and solely to the Internal Revenue Service. The entries in the Participant Register shall be conclusive absent manifest error, and the Obligor (to the extent it has been notified of such Lender, Borrower entry) and the Agent such Lender shall treat each person Person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of the applicable rights and/or obligations of such participation for all purposes of Lender under this Agreement, notwithstanding notice to the contrary.. 141