Common use of Lender Participations Clause in Contracts

Lender Participations. A Lender, may, at its sole cost and expense and in accordance with applicable law, at any time sell to one or more entities (“Participants”) (other than a Disqualified Institution) participating interests in this Agreement and the other Transaction Documents, its Commitment (if any), its Loan, and any other interest of such Lender hereunder or thereunder; provided, that any such participation shall require (i) the prior written consent of the Administrative Agent, and (ii) the satisfaction of “know your customer” requirements of the Administrative Agent; provided, further, that no such consent of the Administrative Agent shall be required so long as the agreement or instrument pursuant to which a Lender sells such a participation provides that such Lender shall retain the sole right (and the applicable Participant shall have no such rights) (A) to enforce its rights under this Agreement and any other Transaction Document and (B) to approve any amendment, modification or waiver of any provision of this Agreement or any other Transaction Document. In connection with any such participation, such Lender shall have the right, in its sole discretion, to credit tranche the Loans; provided that, subject to Section 7.03 (with respect to any securitization), neither the Borrower nor any other LC Group Member shall be required to take any action in connection therewith. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the Borrower shall remain unchanged, such Lender shall remain solely responsible for the performance thereof and the Borrower shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Transaction Documents. The Borrower hereby agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement and the other Transaction Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement and the other Transaction Documents; provided, that such Participant shall only be entitled to such right of set off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with such Lender the proceeds thereof. The Borrower also each hereby agrees that each Participant shall be entitled to the benefits of Sections 2.07, 2.08, and 9.06 with respect to its participation in the Loans outstanding from time to time (subject to the requirements and limitations set forth therein); provided, that such Lender and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than such Lender would have been entitled to receive had no such transfer occurred. Each Lender that sells a participating interest in any Loan or other interest to a Participant shall, as agent of the Borrower solely for the purpose of this Section 9.03, 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 Loan or other Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitment, Loans, or other Obligations) to any Person except to the extent that such disclosure is necessary to establish that such foregoing is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, no Agent (in its capacity as an Agent) shall have any responsibility for maintaining any Participant Register.

Lender Participations. A Lender, may, at its sole cost and expense and in accordance with applicable law, at any time Each Lender may sell participations to one or more entities parties (each, a “ParticipantsParticipant”) (other than in or to all or a Disqualified Institution) participating interests in portion of its rights and obligations under this Agreement Agreement, the Notes and the other Transaction Loan Documents, its Commitment (if any), its Loan, and any other interest . Notwithstanding a Lender’s sale of such Lender hereunder or thereunder; provided, that any such participation shall require (i) the prior written consent of the Administrative Agent, and (ii) the satisfaction of “know your customer” requirements of the Administrative Agent; provided, further, that no such consent of the Administrative Agent shall be required so long as the agreement or instrument pursuant to which a Lender sells such a participation provides that such Lender shall retain the sole right (and the applicable Participant shall have no such rights) (A) to enforce its rights under this Agreement and any other Transaction Document and (B) to approve any amendment, modification or waiver of any provision of this Agreement or any other Transaction Document. In connection with any such participation, such Lender shall have the right, in its sole discretion, to credit tranche the Loans; provided that, subject to Section 7.03 (with respect to any securitization), neither the Borrower nor any other LC Group Member shall be required to take any action in connection therewith. In the event of any such sale by a Lender of participating interests to a Participantinterest, such Lender’s obligations under this Agreement to the Borrower hereunder shall remain unchanged. Borrower, such Lender shall remain solely responsible for the performance thereof Agent, and the Borrower other Lenders shall continue to deal solely and directly with such Lender. No Lender in connection with such Lender’s rights and obligations under shall grant any Participant the right to approve any amendment or waiver of this Agreement and except to the other Transaction Documents. The Borrower hereby agrees that if amounts outstanding under this Agreement are due extent such amendment or unpaidwaiver would (i) increase the Commitment of the Lender from which the Participant purchased its participation interest; (ii) reduce the principal of, or shall have been declared rate or shall have become due and payable upon amount of interest on, the occurrence Loans subject to such participation interest; or (iii) postpone any date fixed for any payment of an Event of Defaultprincipal of, or interest on, the Loans subject to such participation interest. To the extent permitted by applicable law, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement and the other Transaction Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement and the other Transaction Documents; provided, that such Participant shall only be entitled to such right of set off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with such Lender the proceeds thereof. The Borrower also each hereby agrees that each Participant shall be entitled to the benefits of Sections 2.07Section 4.10 and 12.4 as if it were a Lender, 2.08, and 9.06 with respect provided that such Participant agrees to its participation in the Loans outstanding from time to time (be subject to the requirements and limitations set forth therein); provided, that such Lender and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than such Lender would have been entitled to receive had no such transfer occurredlast sentence of Section 2.9(b) as if it were a Lender. Each Lender that sells a participating interest in any Loan or other interest to a Participant participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower solely for the purpose of this Section 9.03Borrower, 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 Loan Loans or other Obligations obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitmentcommitments, Loans, loans or its other Obligationsobligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such foregoing commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) or Proposed Section 1.163-5(b) of the United States U.S. Treasury RegulationsRegulations (or, in each case, any amended or successor version). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, no the Agent (in its capacity as an Agent) shall have any no responsibility for maintaining any a Participant Register.

Lender Participations. A Lender, may, at its sole cost and expense and in accordance with applicable law, at any time Each Lender may sell participations to one or more entities parties (each, a “ParticipantsParticipant”) (other than in or to all or a Disqualified Institution) participating interests in portion of its rights and obligations under this Agreement Agreement, the Notes and the other Transaction Loan Documents, its Commitment (if any), its Loan, and any other interest . Notwithstanding a Lender’s sale of such Lender hereunder or thereunder; provided, that any such participation shall require (i) the prior written consent of the Administrative Agent, and (ii) the satisfaction of “know your customer” requirements of the Administrative Agent; provided, further, that no such consent of the Administrative Agent shall be required so long as the agreement or instrument pursuant to which a Lender sells such a participation provides that such Lender shall retain the sole right (and the applicable Participant shall have no such rights) (A) to enforce its rights under this Agreement and any other Transaction Document and (B) to approve any amendment, modification or waiver of any provision of this Agreement or any other Transaction Document. In connection with any such participation, such Lender shall have the right, in its sole discretion, to credit tranche the Loans; provided that, subject to Section 7.03 (with respect to any securitization), neither the Borrower nor any other LC Group Member shall be required to take any action in connection therewith. In the event of any such sale by a Lender of participating interests to a Participantinterest, such Lender’s obligations under this Agreement to the Borrower hereunder shall remain unchanged. The Borrowers, such Lender shall remain solely responsible for the performance thereof Agent, and the Borrower other Lenders shall continue to deal solely and directly with such Lender. No Lender in connection with such Lender’s rights and obligations under shall grant any Participant the right to approve any amendment or waiver of this Agreement and except to the other Transaction Documents. The Borrower hereby agrees that if amounts outstanding under this Agreement are due extent such amendment or unpaidwaiver would (i) increase the Commitment of the Lender from which the Participant purchased its participation interest; (ii) reduce the principal of, or shall have been declared rate or shall have become due and payable upon amount of interest on, the occurrence Loans or participations in Letters of an Event Credit subject to such participation interest; or (iii) postpone any date fixed for any payment of Defaultprincipal of, or interest on, the Loans or participations in Letters of Credit subject to such participation interest. To the extent permitted by applicable law, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement and the other Transaction Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement and the other Transaction Documents; provided, that such Participant shall only be entitled to such right of set off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with such Lender the proceeds thereof. The Borrower also each hereby agrees that each Participant shall be entitled to the benefits of Sections 2.074.10, 2.084.11 and 12.04 as if it were a Lender, and 9.06 with respect to its participation in the Loans outstanding from time to time (provided that such Participant shall be subject to Section 4.11 and the requirements and limitations set forth therein); provided, last sentence of Section 2.09(b) as if it were a Lender (provided that such Lender and all Participants any documentation required pursuant to Section 4.11(g) shall be entitled required solely to receive no greater amount in the aggregate pursuant to such Sections than such Lender would have been entitled to receive had no such transfer occurredapplicable participating Lender). Each Lender that sells a participating interest in any Loan or other interest to a Participant participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower solely for the purpose of this Section 9.03Borrower, 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 Loan Loans or other Obligations obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s 's interest in any Commitmentcommitments, Loansloans, letters of credit or its other Obligationsobligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such foregoing commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States U.S. Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, no the Agent (in its capacity as an Agent) shall have any no responsibility for maintaining any a Participant Register. A Participant shall not be entitled to receive any greater payment under Section 4.11 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, except to the extent such greater entitlement results from a Change in Law after the participation occurs.

Lender Participations. A Lender, may, at its sole cost and expense and in accordance with applicable law, at any time Each Lender may sell participations to one or more entities parties (each, a “ParticipantsParticipant”) (other than in or to all or a Disqualified Institution) participating interests in portion of its rights and obligations under this Agreement Agreement, the Notes and the other Transaction Loan Documents. Notwithstanding a Xxxxxx’s sale of a participation interest, its Commitment (if any)such Xxxxxx’s obligations hereunder shall remain unchanged. Borrower, its Loan, and any other interest of such Lender hereunder or thereunder; provided, that any such participation shall require (i) the prior written consent of the Administrative Agent, and (ii) the satisfaction of “know your customer” requirements of the Administrative Agent; provided, further, that no such consent of the Administrative Agent shall be required so long as the agreement or instrument pursuant to which a Lender sells such a participation provides that such Lender shall retain the sole right (and the applicable Participant shall have no such rights) (A) to enforce its rights under this Agreement and any other Transaction Document and (B) to approve any amendment, modification or waiver of any provision of this Agreement or any other Transaction Document. In connection with any such participation, such Lender shall have the right, in its sole discretion, to credit tranche the Loans; provided that, subject to Section 7.03 (with respect to any securitization), neither the Borrower nor any other LC Group Member shall be required to take any action in connection therewith. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the Borrower shall remain unchanged, such Lender shall remain solely responsible for the performance thereof and the Borrower Lenders shall continue to deal solely and directly with such Lender. No Lender in connection with such Lender’s rights and obligations under shall grant any Participant the right to approve any amendment or waiver of this Agreement and except to the other Transaction Documents. The Borrower hereby agrees that if amounts outstanding under this Agreement are due extent such amendment or unpaidwaiver would (i) increase the Commitment of the Lender from which the Participant purchased its participation interest; (ii) reduce the principal of, or shall have been declared rate or shall have become due and payable upon amount of interest on, the occurrence Loans subject to such participation interest; or (iii) postpone any date fixed for any payment of an Event of Defaultprincipal of, or interest on, the Loans subject to such participation interest. To the extent permitted by applicable law, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement and the other Transaction Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement and the other Transaction Documents; provided, that such Participant shall only be entitled to such right of set off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with such Lender the proceeds thereof. The Borrower also each hereby agrees that each Participant shall be entitled to the benefits of Sections 2.07Section 4.10 and 12.4 as if it were a Lender, 2.08, and 9.06 with respect provided that such Participant agrees to its participation in the Loans outstanding from time to time (be subject to the requirements and limitations set forth therein); provided, that such Lender and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than such Lender would have been entitled to receive had no such transfer occurredlast sentence of Section 2.9(b) as if it were a Lender. Each Lender that sells a participating interest in any Loan or other interest to a Participant participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower solely for the purpose of this Section 9.03Borrower, 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 Loan Loans or other Obligations obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitmentcommitments, Loans, loans or its other Obligationsobligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such foregoing commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) or Proposed Section 1.163-5(b) of the United States U.S. Treasury RegulationsRegulations (or, in each case, any amended or successor version). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, no the Agent (in its capacity as an Agent) shall have any no responsibility for maintaining any a Participant Register.

Lender Participations. A Lender, may, at its sole cost and expense and in accordance with applicable law, at any time Each Lender may sell participations to one or more entities parties (each, a “ParticipantsParticipant”) (other than in or to all or a Disqualified Institution) participating interests in portion of its rights and obligations under this Agreement Agreement, the Notes and the other Transaction Loan Documents. Notwithstanding a Xxxxxx’s sale of a participation interest, its Commitment (if any)such Xxxxxx’s obligations hereunder shall remain unchanged. Borrowers, its Loan, and any other interest of such Lender hereunder or thereunder; provided, that any such participation shall require (i) the prior written consent of the Administrative Agent, and (ii) the satisfaction of “know your customer” requirements of the Administrative Agent; provided, further, that no such consent of the Administrative Agent shall be required so long as the agreement or instrument pursuant to which a Lender sells such a participation provides that such Lender shall retain the sole right (and the applicable Participant shall have no such rights) (A) to enforce its rights under this Agreement and any other Transaction Document and (B) to approve any amendment, modification or waiver of any provision of this Agreement or any other Transaction Document. In connection with any such participation, such Lender shall have the right, in its sole discretion, to credit tranche the Loans; provided that, subject to Section 7.03 (with respect to any securitization), neither the Borrower nor any other LC Group Member shall be required to take any action in connection therewith. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the Borrower shall remain unchanged, such Lender shall remain solely responsible for the performance thereof and the Borrower Lenders shall continue to deal solely and directly with such Lender. No Lender in connection with such Lender’s rights and obligations under shall grant any Participant the right to approve any amendment or waiver of this Agreement and except to the other Transaction Documents. The Borrower hereby agrees that if amounts outstanding under this Agreement are due extent such amendment or unpaidwaiver would (i) reduce the principal of, or shall have been declared rate or shall have become due and payable upon amount of interest on or the occurrence Loans subject to such participation interest; or (ii) postpone any date fixed for any payment of an Event of Defaultprincipal of, or interest on or the Loans subject to such participation interest. To the extent permitted by applicable law, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement and the other Transaction Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement and the other Transaction Documents; provided, that such Participant shall only be entitled to such right of set off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with such Lender the proceeds thereof. The Borrower also each hereby agrees that each Participant shall be entitled to the benefits of Sections 2.07Section 4.9, 2.08, Section 4.10 and 9.06 with respect to its participation in the Loans outstanding from time to time (Section 12.4 subject to the requirements and limitations set forth therein); provided, including the requirements under Section 4.10(g) (it being understood that the documentation required under Section 4.10(g) shall be delivered to the participating Lender) as if it were a Lender that acquired its interest by assignment, provided that such Participant (A) agrees to be subject to Section 2.10 and the last sentence of Section 2.9(a) as if it were a Lender and all Participants (B) shall not be entitled to receive no any greater amount in the aggregate pursuant payment under Section 4.9 or Section 4.10, with respect to such Sections any participation, than such its participating Lender would have been entitled to receive, except to the extent such entitlement to receive had no such transfer occurreda greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participating interest in any Loan or other interest to a Participant participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower solely for the purpose of this Section 9.03Borrowers, 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 Loan Loans or other Obligations obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitmentcommitments, Loansloans, letters of credit or its other Obligationsobligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such foregoing commitment, loan or other obligation is in registered form under Section 5f.103-1(c1 (c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, no the Agent (in its capacity as an Agent) shall have any no responsibility for maintaining any a Participant Register.

Lender Participations. A Lender, may, at its sole cost and expense and in accordance with applicable law, at any time Each Lender may sell participations to one or more entities parties (each, a “ParticipantsParticipant”) (other than in or to all or a Disqualified Institution) participating interests in portion of its rights and obligations under this Agreement Agreement, the Notes and the other Transaction Loan Documents, its Commitment (if any), its Loan, and any other interest . Notwithstanding a Lender’s sale of such Lender hereunder or thereunder; provided, that any such participation shall require (i) the prior written consent of the Administrative Agent, and (ii) the satisfaction of “know your customer” requirements of the Administrative Agent; provided, further, that no such consent of the Administrative Agent shall be required so long as the agreement or instrument pursuant to which a Lender sells such a participation provides that such Lender shall retain the sole right (and the applicable Participant shall have no such rights) (A) to enforce its rights under this Agreement and any other Transaction Document and (B) to approve any amendment, modification or waiver of any provision of this Agreement or any other Transaction Document. In connection with any such participation, such Lender shall have the right, in its sole discretion, to credit tranche the Loans; provided that, subject to Section 7.03 (with respect to any securitization), neither the Borrower nor any other LC Group Member shall be required to take any action in connection therewith. In the event of any such sale by a Lender of participating interests to a Participantinterest, such Lender’s obligations under this Agreement to the Borrower hereunder shall remain unchanged. The Borrowers, such Lender shall remain solely responsible for the performance thereof Agent, and the Borrower other Lenders shall continue to deal solely and directly with such Lender. No Lender in connection with such Lender’s rights and obligations under shall grant any Participant the right to approve any amendment or waiver of this Agreement and except to the other Transaction Documents. The Borrower hereby agrees that if amounts outstanding under this Agreement are due extent such amendment or unpaidwaiver would (i) increase the Commitment of the Lender from which the Participant purchased its participation interest; (ii) reduce the principal of, or shall have been declared rate or shall have become due and payable upon amount of interest on, the occurrence Loans or participations in Letters of an Event Credit subject to such participation interest; or (iii) postpone any date fixed for any payment of Defaultprincipal of, or interest on, the Loans or participations in Letters of Credit subject to such participation interest. To the extent permitted by applicable law, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement and the other Transaction Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement and the other Transaction Documents; provided, that such Participant shall only be entitled to such right of set off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with such Lender the proceeds thereof. The Borrower also each hereby agrees that each Participant shall be entitled to the benefits of Sections 2.074.10 and 12.4 as if it were a Lender, 2.08, and 9.06 with respect provided that such Participant agrees to its participation in the Loans outstanding from time to time (be subject to the requirements and limitations set forth therein); provided, that such Lender and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than such Lender would have been entitled to receive had no such transfer occurredlast sentence of Section 2.9(b) as if it were a Lender. Each Lender that sells a participating interest in any Loan or other interest to a Participant participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower solely for the purpose of this Section 9.03Borrower, 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 Loan Loans or other Obligations obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitmentcommitments, Loansloans, letters of credit or its other Obligationsobligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such foregoing commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States U.S. Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, no the Agent (in its capacity as an Agent) shall have any no responsibility for maintaining any a Participant Register.

Lender Participations. A Lender, may, at its sole cost and expense and in accordance with applicable law, at any time Each Lender may sell participations to one or more entities parties (each, a “ParticipantsParticipant”) (other than in or to all or a Disqualified Institution) participating interests in portion of its rights and obligations under this Agreement Agreement, the Notes and the other Transaction Loan Documents. Notwithstanding a Xxxxxx’s sale of a participation interest, its Commitment (if any)such Xxxxxx’s obligations hereunder shall remain unchanged. Borrower, its Loan, and any other interest of such Lender hereunder or thereunder; provided, that any such participation shall require (i) the prior written consent of the Administrative Agent, and (ii) the satisfaction of “know your customer” requirements of the Administrative Agent; provided, further, that no such consent of the Administrative Agent shall be required so long as the agreement or instrument pursuant to which a Lender sells such a participation provides that such Lender shall retain the sole right (and the applicable Participant shall have no such rights) (A) to enforce its rights under this Agreement and any other Transaction Document and (B) to approve any amendment, modification or waiver of any provision of this Agreement or any other Transaction Document. In connection with any such participation, such Lender shall have the right, in its sole discretion, to credit tranche the Loans; provided that, subject to Section 7.03 (with respect to any securitization), neither the Borrower nor any other LC Group Member shall be required to take any action in connection therewith. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the Borrower shall remain unchanged, such Lender shall remain solely responsible for the performance thereof and the Borrower Lenders shall continue to deal solely and directly with such Lender. No Lender in connection with such Lender’s rights and obligations under shall grant any Participant the right to approve any amendment or waiver of this Agreement and except to the other Transaction Documents. The Borrower hereby agrees that if amounts outstanding under this Agreement are due extent such amendment or unpaidwaiver would (i) increase the Commitment of the Lender from which the Participant purchased its participation interest; (ii) reduce the principal of, or shall have been declared rate or shall have become due and payable upon amount of interest on, the occurrence Loans subject to such participation interest; or (iii) postpone any date fixed for any payment of an Event of Defaultprincipal of, or interest on, the Loans subject to such participation interest. To the extent permitted by applicable law, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement and the other Transaction Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement and the other Transaction Documents; provided, that such Participant shall only be entitled to such right of set off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with such Lender the proceeds thereof. The Borrower also each hereby agrees that each Participant shall be entitled to the benefits of Sections 2.07Section 4.10 and 12.4 as if it were a Lender, 2.08, and 9.06 with respect provided that such Participant agrees to its participation in the Loans outstanding from time to time (be subject to the requirements and limitations set forth therein); provided, that such Lender and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than such Lender would have been entitled to receive had no such transfer occurredlast sentence of Section 2.9(b) as if it were a Lender. Each Lender that sells a participating interest in any Loan or other interest to a Participant participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower solely for the purpose of this Section 9.03Borrower, 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 Loan Loans or other Obligations obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitmentcommitments, Loans, loans or its other Obligationsobligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such foregoing commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) or Proposed Section 1.163-5(b) of the United States U.S. Treasury RegulationsRegulations (or, in each case, any 148 amended or successor version). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, no the Agent (in its capacity as an Agent) shall have any no responsibility for maintaining any a Participant Register.

Lender Participations. A Lender, may, at its sole cost and expense and in accordance with applicable law, at any time Each Lender may sell participations to one or more entities parties (each, a “ParticipantsParticipant”) (other than in or to all or a Disqualified Institution) participating interests in portion of its rights and obligations under this Agreement Agreement, the Notes and the other Transaction Loan Documents. Notwithstanding a Xxxxxx’s sale of a participation interest, its Commitment (if any)such Xxxxxx’s obligations hereunder shall remain unchanged. Borrower, its Loan, and any other interest of such Lender hereunder or thereunder; provided, that any such participation shall require (i) the prior written consent of the Administrative Agent, and (ii) the satisfaction of “know your customer” requirements of the Administrative Agent; provided, further, that no such consent of the Administrative Agent shall be required so long as the agreement or instrument pursuant to which a Lender sells such a participation provides that such Lender shall retain the sole right (and the applicable Participant shall have no such rights) (A) to enforce its rights under this Agreement and any other Transaction Document and (B) to approve any amendment, modification or waiver of any provision of this Agreement or any other Transaction Document. In connection with any such participation, such Lender shall have the right, in its sole discretion, to credit tranche the Loans; provided that, subject to Section 7.03 (with respect to any securitization), neither the Borrower nor any other LC Group Member shall be required to take any action in connection therewith. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the Borrower shall remain unchanged, such Lender shall remain solely responsible for the performance thereof and the Borrower Lenders shall continue to deal solely and directly with such Lender. No Lender in connection with such Lender’s rights and obligations under shall grant any Participant the right to approve any amendment or waiver of this Agreement and except to the other Transaction Documents. The Borrower hereby agrees that if amounts outstanding under this Agreement are due extent such amendment or unpaidwaiver would (i) increase the Commitment of the Lender from which the Participant purchased its participation interest; (ii) reduce the principal of, or shall have been declared rate or shall have become due and payable upon amount of interest on, the occurrence Loans subject to such participation interest; or (iii) postpone any date fixed for any payment of an Event of Defaultprincipal of, or interest on, the Loans subject to such participation interest. To the extent permitted by applicable law, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement and the other Transaction Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement and the other Transaction Documents; provided, that such Participant shall only be entitled to such right of set off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with such Lender the proceeds thereof. The Borrower also each hereby agrees that each Participant shall be entitled to the benefits of Sections 2.074.10, 2.084.11 and 12.4 as if it were a Lender, and 9.06 with respect provided that such Participant agrees to its participation in the Loans outstanding from time to time (be subject to the requirements and limitations set forth therein); provided, that such Lender and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than such Lender would have been entitled to receive had no such transfer occurredlast sentence of Section 2.9(b) as if it were a Lender. Each Lender that sells a participating interest in any Loan or other interest to a Participant participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower solely for the purpose of this Section 9.03Borrower, 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 Loan Loans or other Obligations obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitmentcommitments, Loans, loans or its other Obligationsobligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such foregoing commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) or Proposed Section 1.163-5(b) of the United States U.S. Treasury RegulationsRegulations (or, in each case, any amended or successor version). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, no the Agent (in its capacity as an Agent) shall have any no responsibility for maintaining any a Participant Register.

Lender Participations. A Lender, may, at its sole cost and expense and in accordance with applicable law, at any time Each Lender may sell participations to one or more entities parties (each, a “ParticipantsParticipant”) (other than in or to all or a Disqualified Institution) participating interests in portion of its rights and obligations under this Agreement Agreement, the Notes and the other Transaction Loan Documents, its Commitment (if any), its Loan, and any other interest . Notwithstanding a Lender’s sale of such Lender hereunder or thereunder; provided, that any such participation shall require (i) the prior written consent of the Administrative Agent, and (ii) the satisfaction of “know your customer” requirements of the Administrative Agent; provided, further, that no such consent of the Administrative Agent shall be required so long as the agreement or instrument pursuant to which a Lender sells such a participation provides that such Lender shall retain the sole right (and the applicable Participant shall have no such rights) (A) to enforce its rights under this Agreement and any other Transaction Document and (B) to approve any amendment, modification or waiver of any provision of this Agreement or any other Transaction Document. In connection with any such participation, such Lender shall have the right, in its sole discretion, to credit tranche the Loans; provided that, subject to Section 7.03 (with respect to any securitization), neither the Borrower nor any other LC Group Member shall be required to take any action in connection therewith. In the event of any such sale by a Lender of participating interests to a Participantinterest, such Lender’s obligations under this Agreement to the Borrower hereunder shall remain unchanged. Borrower, such Lender shall remain solely responsible for the performance thereof Agent, and the Borrower other Lenders shall continue to deal solely and directly with such Lender. No Lender in connection with such Lender’s rights and obligations under shall grant any Participant the right to approve any amendment or waiver of this Agreement and except to the other Transaction Documents. The Borrower hereby agrees that if amounts outstanding under this Agreement are due extent such amendment or unpaidwaiver would (i) increase the Commitment of the Lender from which the Participant purchased its participation interest; (ii) reduce the principal of, or shall have been declared rate or shall have become due and payable upon amount of interest on, the occurrence Loans subject to such participation interest; or (iii) postpone any date fixed for any payment of an Event of Defaultprincipal of, or interest on, the Loans subject to such participation interest. To the extent permitted by applicable law, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement and the other Transaction Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement and the other Transaction Documents; provided, that such Participant shall only be entitled to such right of set off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with such Lender the proceeds thereof. The Borrower also each hereby agrees that each Participant shall be entitled to the benefits of Sections 2.07Section 4.10 and 12.4 as if it were a Lender, 2.08, and 9.06 with respect provided that such Participant agrees to its participation in the Loans outstanding from time to time (be subject to the requirements and limitations set forth therein); provided, that such Lender and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than such Lender would have been entitled to receive had no such transfer occurredlast sentence of Section 2.9(b) as if it were a Lender. Each Lender that sells a participating interest in any Loan or other interest to a Participant participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower solely for the purpose of this Section 9.03Borrower, 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 Loan Loans or other Obligations obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitmentcommitments, Loans, loans or its other Obligationsobligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such foregoing commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, no Agent (in its capacity as an Agent) shall have any responsibility for maintaining any Participant Register.or Proposed Section

Lender Participations. A Lender, may, at its sole cost and expense and in accordance with applicable law, at any time Each Lender may sell participations to one or more entities parties (each, a “ParticipantsParticipant”) (other than in or to all or a Disqualified Institution) participating interests in portion of its rights and obligations under this Agreement Agreement, the Notes and the other Transaction Loan Documents, its Commitment (if any), its Loan, and any other interest . Notwithstanding a Lender’s sale of such Lender hereunder or thereunder; provided, that any such participation shall require (i) the prior written consent of the Administrative Agent, and (ii) the satisfaction of “know your customer” requirements of the Administrative Agent; provided, further, that no such consent of the Administrative Agent shall be required so long as the agreement or instrument pursuant to which a Lender sells such a participation provides that such Lender shall retain the sole right (and the applicable Participant shall have no such rights) (A) to enforce its rights under this Agreement and any other Transaction Document and (B) to approve any amendment, modification or waiver of any provision of this Agreement or any other Transaction Document. In connection with any such participation, such Lender shall have the right, in its sole discretion, to credit tranche the Loans; provided that, subject to Section 7.03 (with respect to any securitization), neither the Borrower nor any other LC Group Member shall be required to take any action in connection therewith. In the event of any such sale by a Lender of participating interests to a Participantinterest, such Lender’s obligations under this Agreement to the Borrower hereunder shall remain unchanged. The Borrowers, such Lender shall remain solely responsible for the performance thereof Agent, and the Borrower other Lenders shall continue to deal solely and directly with such Lender. No Lender in connection with such Lender’s rights and obligations under shall grant any Participant the right to approve any amendment or waiver of this Agreement and except to the other Transaction Documents. The Borrower hereby agrees that if amounts outstanding under this Agreement are due extent such amendment or unpaidwaiver would (i) increase the Commitment of the Lender from which the Participant purchased its participation interest; (ii) reduce the principal of, or shall have been declared rate or shall have become due and payable upon amount of interest on, the occurrence Loans or participations in Letters of an Event Credit subject to such participation interest; or (iii) postpone any date fixed for any payment of Defaultprincipal of, or interest on, the Loans or participations in Letters of Credit subject to such participation interest. To the extent permitted by applicable law, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement and the other Transaction Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement and the other Transaction Documents; provided, that such Participant shall only be entitled to such right of set off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with such Lender the proceeds thereof. The Borrower also each hereby agrees that each Participant shall be entitled to the benefits of Sections 2.074.10 and 12.4 as if it were a Lender, 2.08, and 9.06 with respect provided that such Participant agrees to its participation in the Loans outstanding from time to time (be subject to the requirements and limitations set forth therein); provided, that such Lender and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than such Lender would have been entitled to receive had no such transfer occurredlast sentence of Section 2.9(b) as if it were a Lender. Each Lender that sells a participating interest in any Loan or other interest to a Participant participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower solely for the purpose of this Section 9.03Borrower, 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 Loan Loans or other Obligations obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s 's interest in any Commitmentcommitments, Loansloans, letters of credit or its other Obligationsobligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such foregoing commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States U.S. Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, no the Agent (in its capacity as an Agent) shall have any no responsibility for maintaining any a Participant Register.

Lender Participations. A Lender, may, at its sole cost and expense and in accordance with applicable law, at any time Each Lender may sell participations to one or more entities parties (each, a “ParticipantsParticipant”) (other than in or to all or a Disqualified Institution) participating interests in portion of its rights and obligations under this Agreement Agreement, the Notes and the other Transaction Loan Documents, its Commitment (if any), its Loan, and any other interest . Notwithstanding a Lender’s sale of such Lender hereunder or thereunder; provided, that any such participation shall require (i) the prior written consent of the Administrative Agent, and (ii) the satisfaction of “know your customer” requirements of the Administrative Agent; provided, further, that no such consent of the Administrative Agent shall be required so long as the agreement or instrument pursuant to which a Lender sells such a participation provides that such Lender shall retain the sole right (and the applicable Participant shall have no such rights) (A) to enforce its rights under this Agreement and any other Transaction Document and (B) to approve any amendment, modification or waiver of any provision of this Agreement or any other Transaction Document. In connection with any such participation, such Lender shall have the right, in its sole discretion, to credit tranche the Loans; provided that, subject to Section 7.03 (with respect to any securitization), neither the Borrower nor any other LC Group Member shall be required to take any action in connection therewith. In the event of any such sale by a Lender of participating interests to a Participantinterest, such Lender’s obligations under this Agreement to the Borrower hereunder shall remain unchanged. The Borrowers, such Lender shall remain solely responsible for the performance thereof Agent, and the Borrower other Lenders shall continue to deal solely and directly with such Lender. No Lender in connection with such Lender’s rights and obligations under shall grant any Participant the right to approve any amendment or waiver of this Agreement and except to the other Transaction Documents. The Borrower hereby agrees that if amounts outstanding under this Agreement are due extent such amendment or unpaidwaiver would (i) increase the Commitment of the Lender from which the Participant purchased its participation interest; (ii) reduce the principal of, or shall have been declared rate or shall have become due and payable upon amount of interest on, the occurrence Loans or participations in Letters of an Event Credit subject to such participation interest; or (iii) postpone any date fixed for any payment of Defaultprincipal of, or interest on, the Loans or participations in Letters of Credit subject to such participation interest. To the extent permitted by applicable law, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement and the other Transaction Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement and the other Transaction Documents; provided, that such Participant shall only be entitled to such right of set off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with such Lender the proceeds thereof. The Borrower also each hereby agrees that each Participant shall be entitled to the benefits of Sections 2.07Section 4.10, 2.08, and 9.06 with respect to its participation in the Loans outstanding from time to time 4.11 (subject to the requirements and limitations set forth therein, including the requirements under Section 4.11(g) (it being understood that the documentation required under Section 4.11(g) shall be delivered to the participating Lender); provided) and 12.4 as if it were a Lender, provided that such Lender and all Participants shall Participant agrees to be entitled subject to receive no greater amount in the aggregate pursuant to such Sections than such Lender would have been entitled to receive had no such transfer occurredlast sentence of Section 2.9(b) as if it were a Lender. Each Lender that sells a participating interest in any Loan or other interest to a Participant participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower solely for the purpose of this Section 9.03each Borrower, 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 Loan Loans or other Obligations obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitmentcommitments, Loansloans, letters of credit or its other Obligationsobligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such foregoing commitment, loan, letter of credit or other obligation is in registered form under the Code including Section 5f.103-1(c) of the United States U.S. Treasury RegulationsRegulations (or its successor). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, no the Agent (in its capacity as an the Agent) shall have any no responsibility for maintaining any a Participant Register.

Lender Participations. A Lender, may, at its sole cost and expense and in accordance with applicable law, at any time sell to one or more entities other than any entity that is a Disqualified Institution (“Participants”) (other than a Disqualified Institution) participating interests in this Agreement and the other Transaction Documents, its Commitment (if any), its Loan, and any other interest of such Lender hereunder or thereunder; provided, that any such participation shall require (i) the prior written consent of the Administrative Agent, and (ii) the satisfaction of “know your customer” requirements of the Administrative Agent; provided, further, that no such consent of the Administrative Agent shall be required so long as the agreement or instrument pursuant to which a Lender sells such a participation provides that such Lender shall retain the sole right (and the applicable Participant shall have no such rights) (A) to enforce its rights under this Agreement and any other Transaction Document and (B) to approve any amendment, modification or waiver of any provision of this Agreement or any other Transaction Document. In connection with any such participation, such Lender shall have the right, in its sole discretion, to credit tranche the Loans; provided that, subject to Section 7.03 (with respect to any securitization), neither the Borrower nor any other LC Group Member GreenSky shall be required to take any action in connection therewith. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the Borrower shall remain unchanged, such Lender shall remain solely responsible for the performance thereof and the Borrower shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Transaction Documents. The Borrower hereby agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement and the other Transaction Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement and the other Transaction Documents; provided, that such Participant shall only be entitled to such right of set off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with such Lender the proceeds thereof. The Borrower also each hereby agrees that each Participant shall be entitled to the benefits of Sections 2.07, 2.08, 2.07 and 9.06 2.08 with respect to its participation in the Loans outstanding from time to time (subject to the requirements and limitations set forth therein); provided, that such Lender and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than such Lender would have been entitled to receive had no such transfer occurred. Each Lender that sells a participating interest in any Loan or other interest to a Participant shall, as agent of the Borrower solely for the purpose of this Section 9.0310.03, maintain a register on which it enters the name and address of each Participant and the principal 105 amounts (and stated interest) of each Participant’s interest in the Loan or other Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitment, Loans, or other Obligations) to any Person except to the extent that such disclosure is necessary to establish that such foregoing is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, no Agent (in its capacity as an Agent) shall have any responsibility for maintaining any Participant Register.

Lender Participations. A Lender, may, at its sole cost and expense and in accordance Simultaneously with applicable law, at any time sell to one or more entities (“Participants”) (other than a Disqualified Institution) participating interests in this Agreement and the other Transaction Documents, its Commitment (if any), its Loan, and any other interest issuance by the LC Issuer of such Lender hereunder or thereunder; provided, that any such participation shall require (i) the prior written consent each Physician Letter of the Administrative Agent, and (ii) the satisfaction of “know your customer” requirements of the Administrative Agent; provided, further, that no such consent of the Administrative Agent shall be required so long as the agreement or instrument pursuant to which a Lender sells such a participation provides that such Lender shall retain the sole right (and the applicable Participant shall have no such rights) (A) to enforce its rights Credit under this Agreement and any other Transaction Document and (B) to approve any amendment, modification or waiver of any provision of this Agreement or any other Transaction Document. In connection with any such participation, such Lender shall have the right, in its sole discretion, to credit tranche the Loans; provided that, subject to Section 7.03 (with respect to any securitization), neither the Borrower nor any other LC Group Member shall be required to take any action in connection therewith. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the Borrower shall remain unchanged, such Lender shall remain solely responsible for the performance thereof and the Borrower shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Transaction Documents. The Borrower hereby agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default3.1 above, each Participant Lender shall be deemed to have irrevocably and unconditionally purchased and received from the right LC Issuer, without recourse or warranty, an undivided interest and participation in such Physician Letter of set off in Credit (including, without limitation, all obligations of the applicable Obligor with respect thereto) and any security therefor or guaranty pertaining thereto, equal to such Lender's Pro Rata Share of its participating interest in amounts owing under this Agreement and the other Transaction Documents such Physician Letter of Credit. Each Lender severally agrees that it shall be absolutely liable, without regard to the same occurrence of any Default or Event of Default or any other condition precedent whatsoever, to the extent as if of such Lender's Pro Rata Share, to reimburse the LC Issuer on demand for the amount of its participating interest were owing directly to it as a Lender each draft paid by the LC Issuer under this Agreement and the other Transaction Documents; provided, that such Participant shall only be entitled to such right Physician Letter of set off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with such Lender the proceeds thereof. The Borrower also each hereby agrees that each Participant shall be entitled to the benefits of Sections 2.07, 2.08, and 9.06 with respect to its participation in the Loans outstanding from time to time (subject to the requirements and limitations set forth therein); provided, that such Lender and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than such Lender would have been entitled to receive had no such transfer occurred. Each Lender that sells a participating interest in any Loan or other interest to a Participant shall, as agent of the Borrower solely for the purpose of this Section 9.03, 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 Loan or other Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitment, Loans, or other Obligations) to any Person except Credit to the extent that such disclosure amount is necessary not reimbursed by the applicable Borrower. The failure of any Lender to establish that such foregoing is in registered form under Section 5f.103-1(c) make available to the LC Issuer its Pro Rata Share of the United States Treasury Regulationsunreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the LC Issuer its Pro Rata Share of the unreimbursed amount of any payment on the date such payment is to be made. The entries obligations of each Lender to make payments to the LC Issuer with respect to any Physician Letter of Credit and its participations therein pursuant to the provisions of this Section or otherwise and the obligations of the applicable Borrower to make payments to the LC Issuer for the account of the Lenders with respect to any Physician Letter of Credit shall be irrevocable, and shall not be subject to any qualification or exception whatsoever. In the event that any payment by the applicable Borrower received by the LC Issuer with respect to a Physician Letter of Credit and distributed by the LC Issuer to Lenders on account of their participations is thereafter set aside, avoided or recovered from the LC Issuer in connection with any receivership, liquidation, reorganization or bankruptcy proceeding, each Lender which received such distribution shall, upon demand by the LC Issuer, contribute such Lender's Pro Rata Share of the amount set aside, avoided or recovered, together with interest at the rate required to be paid by the LC Issuer upon the amount required to be repaid by it. Each Lender shall share, pro rata, in accordance with its participating interest, in any interest (but not in the Participant Register processing, administration and similar fees charged by the LC Issuer, which fees shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in solely for the Participant Register as account of the owner of such participation for all purposes of this Agreement notwithstanding any notice LC Issuer) which accrues to the contrary. For the avoidance of doubt, no Agent (in its capacity as an Agent) shall have LC Issuer pursuant to any responsibility for maintaining any Participant Registerapplicable reimbursement agreement.

Lender Participations. A Lender, may, at its sole cost and expense and in accordance with applicable law, Any Bank may at any time sell grant participating interests in its Commitment or any or all of its Loans (i) to an existing Bank or one or more entities banks, finance companies, insurance companies or other financial institutions in minimum amounts of not less than $5,000,000 (“Participants”or any lesser amount in the case of participations to an existing Bank or in the case of participations with respect to Competitive Bid Loans only) (it being understood that no Bank may hold Commitments of which less than $10,000,000 in the aggregate is for its own account, unless its Commitments shall have been reduced to zero), provided that, except in the case of a participation to an existing Bank or an Affiliate of an existing Bank, the Borrower shall have consented to such participation, which consent shall not be unreasonably withheld or delayed (provided that, it shall in all cases be deemed “reasonable” for the Borrower to withhold its consent if the participation is to any Person other than a Disqualified Institutioncommercial banking institution with a credit rating for senior, unsecured, long-term indebtedness for borrowed money equal to or better than BBB- with S&P and Baa3 with Xxxxx’x) participating interests in this Agreement and the other Transaction Documents, its Commitment (if any), its Loan, and any other interest of such Lender hereunder or thereunder; provided, that any such participation shall require (i) the prior written consent of the Administrative Agent, and (ii) after the satisfaction occurrence and during the continuance of an Event of Default, to any Person in any amount (in each case, a “know your customer” requirements Participant”). In the event of the Administrative Agent; providedany voting participation, further, that no such consent of the Administrative Agent shall be required so long as notified by any such Bank of any such voting participation prior to the same becoming effective. Any participation made during the continuation of an Event of Default shall not be affected by the subsequent cure of such Event of Default. In the event of any such grant by a Bank of a participating interest to a Participant, whether or not upon notice to the Borrower and the Administrative Agent, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells any Bank may grant such a participation provides participating interest shall provide that such Lender Bank shall retain the sole right (and the applicable Participant shall have no such rights) (A) responsibility to enforce its rights under this Agreement and any other Transaction Document and (B) the obligations of the Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that such Bank will not, without the consent of the Participant, agree to any modification, amendment or waiver of this Agreement described in clause (i), (ii), (iii), (iv) or any other Transaction Document(v) of Section 9.5 that affects such Participant. In connection with any such participationThe Borrower agrees that each Participant shall, such Lender shall have to the right, extent provided in its sole discretionparticipation agreement, be entitled to credit tranche the Loans; provided that, subject to Section 7.03 (benefits of Article VIII with respect to any securitization), neither the Borrower nor any other LC Group Member shall be required to take any action in connection therewith. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the Borrower shall remain unchanged, such Lender shall remain solely responsible for the performance thereof and the Borrower shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Transaction Documents. The Borrower hereby agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement and the other Transaction Documents to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to clause (c) of this Section 9.6 (it being understood that the amount of its participating interest were owing directly documentation required under Section 8.4(f) shall be delivered to it as a Lender under this Agreement and the other Transaction DocumentsBank who sells the participation); provided, provided that such Participant (A) agrees to be subject to the provisions of Section 8.4(i) and the provisions of Section 9.5 applicable to a Non-Consenting Bank as if it were an assignee under clause (c) of this Section 9.6 and (B) shall only not be entitled to receive any greater payment under Sections 8.3 or 8.4, with respect to any participation, than the Bank from whom it acquired the applicable participation would have been entitled to receive, except to the extent such right entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Bank that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of set off if it shall have agreed in Section 8.4(i) with respect to any Participant. To the agreement pursuant to which it shall have acquired its participating interest to share with such Lender the proceeds thereof. The Borrower also each hereby agrees that extent permitted by law, each Participant also shall be entitled to the benefits of Sections 2.07, 2.08of, and 9.06 with respect subject to, Section 9.4 as though it were a Bank. An assignment or other transfer which is not permitted by subsection (c) or (d) below shall be given effect for purposes of this Agreement only to its participation in the Loans outstanding from time to time (extent of, and subject to the requirements and limitations set forth thereinrestrictions with respect to, a participating interest granted in accordance with this subsection (b); provided, that such Lender and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than such Lender would have been entitled to receive had no such transfer occurred. Each Lender Bank that sells a participating interest in any Loan or other interest to a Participant participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower solely for the purpose of this Section 9.03Borrower, 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 Loan Loans or other Obligations obligations under the Loan Documents (the “Participant Register”); provided that no Lender Bank shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitmentcommitments, Loansloans, letters of credit or its other Obligationsobligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such foregoing commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender Bank shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, no the Administrative Agent (in its capacity as an Administrative Agent) shall have any no responsibility for maintaining any a Participant Register.

Lender Participations. A Lender, may, at its sole cost and expense and in accordance with applicable law, at any time Each Lender may sell participations to one or more entities parties (each, a “ParticipantsParticipant”) (other than in or to all or a Disqualified Institution) participating interests in portion of its rights and obligations under this Agreement Agreement, the Notes and the other Transaction Loan Documents, its Commitment (if any), its Loan, and any other interest . Notwithstanding a Lender’s sale of such Lender hereunder or thereunder; provided, that any such participation shall require (i) the prior written consent of the Administrative Agent, and (ii) the satisfaction of “know your customer” requirements of the Administrative Agent; provided, further, that no such consent of the Administrative Agent shall be required so long as the agreement or instrument pursuant to which a Lender sells such a participation provides that such Lender shall retain the sole right (and the applicable Participant shall have no such rights) (A) to enforce its rights under this Agreement and any other Transaction Document and (B) to approve any amendment, modification or waiver of any provision of this Agreement or any other Transaction Document. In connection with any such participation, such Lender shall have the right, in its sole discretion, to credit tranche the Loans; provided that, subject to Section 7.03 (with respect to any securitization), neither the Borrower nor any other LC Group Member shall be required to take any action in connection therewith. In the event of any such sale by a Lender of participating interests to a Participantinterest, such Lender’s obligations under this Agreement to the Borrower hereunder shall remain unchanged. Borrowers, such Lender shall remain solely responsible for the performance thereof Agent, and the Borrower other Lenders shall continue to deal solely and directly with such Lender. No Lender in connection with such Lender’s rights and obligations under shall grant any Participant the right to approve any amendment or waiver of this Agreement and except to the other Transaction Documents. The Borrower hereby agrees that if amounts outstanding under this Agreement are due extent such amendment or unpaidwaiver would (i) increase the Commitment of the Lender from which the Participant purchased its participation interest; (ii) reduce the principal of, or shall have been declared rate or shall have become due and payable upon amount of interest on or the occurrence Loans subject to such participation interest; or (iii) postpone any date fixed for any payment of an Event of Defaultprincipal of, or interest on or the Loans subject to such participation interest. To the extent permitted by applicable law, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement and the other Transaction Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement and the other Transaction Documents; provided, that such Participant shall only be entitled to such right of set off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with such Lender the proceeds thereof. The Borrower also each hereby agrees that each Participant shall be entitled to the benefits of Sections 2.07Section 4.9, 2.08, Section 4.10 and 9.06 with respect to its participation in the Loans outstanding from time to time (Section 12.4 subject to the requirements and limitations set forth therein); provided, including the requirements under Section 4.10(g) (it being understood that the documentation required under Section 4.10(g) shall be delivered to the participating Lender) as if it were a Lender that acquired its interest by assignment, provided that such Participant (A) agrees to be subject to Section 2.10 and the last sentence of Section 2.9(b) as if it were a Lender and all Participants (B) shall not be entitled to receive no any greater amount in the aggregate pursuant payment under Section 4.9 or Section 4.10, with respect to such Sections any participation, than such its participating Lender would have been entitled to receive, except to the extent such entitlement to receive had no such transfer occurreda greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participating interest in any Loan or other interest to a Participant participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower solely for the purpose of this Section 9.03Borrowers, 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 Loan Loans or other Obligations obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitmentcommitments, Loansloans, letters of credit or its other Obligationsobligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such foregoing commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, no the Agent (in its capacity as an Agent) shall have any no responsibility for maintaining any a Participant Register.

Lender Participations. A Lender, may, at its sole cost and expense and in accordance with applicable law, at any time Each Lender may sell participations to one or more entities parties (each, a “ParticipantsParticipant”) (other than in or to all or a Disqualified Institution) participating interests in portion of its rights and obligations under this Agreement Agreement, the 103 Notes and the other Transaction Loan Documents. Notwithstanding a Xxxxxx’s sale of a participation interest, its Commitment (if any)such Xxxxxx’s obligations hereunder shall remain unchanged. The Borrowers, its Loan, and any other interest of such Lender hereunder or thereunder; provided, that any such participation shall require (i) the prior written consent of the Administrative Agent, and (ii) the satisfaction of “know your customer” requirements of the Administrative Agent; provided, further, that no such consent of the Administrative Agent shall be required so long as the agreement or instrument pursuant to which a Lender sells such a participation provides that such Lender shall retain the sole right (and the applicable Participant shall have no such rights) (A) to enforce its rights under this Agreement and any other Transaction Document and (B) to approve any amendment, modification or waiver of any provision of this Agreement or any other Transaction Document. In connection with any such participation, such Lender shall have the right, in its sole discretion, to credit tranche the Loans; provided that, subject to Section 7.03 (with respect to any securitization), neither the Borrower nor any other LC Group Member shall be required to take any action in connection therewith. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the Borrower shall remain unchanged, such Lender shall remain solely responsible for the performance thereof and the Borrower Lenders shall continue to deal solely and directly with such Lender. No Lender in connection with such Lender’s rights and obligations under shall grant any Participant the right to approve any amendment or waiver of this Agreement and except to the other Transaction Documents. The Borrower hereby agrees that if amounts outstanding under this Agreement are due extent such amendment or unpaidwaiver would (i) increase the Commitment of the Lender from which the Participant purchased its participation interest; (ii) reduce the principal of, or shall have been declared rate or shall have become due and payable upon amount of interest on, the occurrence Loans or participations in Letters of an Event Credit subject to such participation interest; or (iii) postpone any date fixed for any payment of Defaultprincipal of, or interest on, the Loans or participations in Letters of Credit subject to such participation interest. To the extent permitted by applicable law, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement and the other Transaction Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement and the other Transaction Documents; provided, that such Participant shall only be entitled to such right of set off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with such Lender the proceeds thereof. The Borrower also each hereby agrees that each Participant shall be entitled to the benefits of Sections 2.074.10, 2.084.11 and 12.04 as if it were a Lender, and 9.06 with respect to its participation in the Loans outstanding from time to time (provided that such Participant shall be subject to Section 4.11 and the requirements and limitations set forth therein); provided, last sentence of Section 2.09(b) as if it were a Lender (provided that such Lender and all Participants any documentation required pursuant to Section 4.11(g) shall be entitled required solely to receive no greater amount in the aggregate pursuant to such Sections than such Lender would have been entitled to receive had no such transfer occurredapplicable participating Lender). Each Lender that sells a participating interest in any Loan or other interest to a Participant participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower solely for the purpose of this Section 9.03Borrower, 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 Loan Loans or other Obligations obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s 's interest in any Commitmentcommitments, Loansloans, letters of credit or its other Obligationsobligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such foregoing commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States U.S. Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, no the Agent (in its capacity as an Agent) shall have any no responsibility for maintaining any a Participant Register. A Participant shall not be entitled to receive any greater payment under Section 4.11 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, except to the extent such greater entitlement results from a Change in Law after the participation occurs.

Lender Participations. A Lender, may, at its sole cost and expense and in accordance with applicable law, at any time sell to one or more entities (“Participants”) (other than a Disqualified Institution) participating interests in this Agreement and the other Transaction Documents, its Commitment (if any), its Loan, and any other interest of such Lender hereunder or thereunder; provided, that any such participation shall require (i) the prior written consent of the Administrative Agent, and (ii) the satisfaction of “know your customer” requirements of the Administrative Agent; provided, further, that no such consent of the Administrative Agent shall be required so long as the agreement or instrument pursuant to which a Lender sells such a participation provides that such Lender shall retain the sole right (and the applicable Participant shall have no such rights) (A) to enforce its rights under this Agreement and any other Transaction Document and (B) to approve any amendment, modification or waiver of any provision of this Agreement or any other Transaction Document. In connection with any such participation, such Lender shall have the right, in its sole discretion, to credit tranche the 91 Loans; provided that, subject to Section 7.03 (with respect to any securitization), neither the Borrower nor any other LC Group Member shall be required to take any action in connection therewith. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the Borrower shall remain unchanged, such Lender shall remain solely responsible for the performance thereof and the Borrower shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Transaction Documents. The Borrower hereby agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement and the other Transaction Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement and the other Transaction Documents; provided, that such Participant shall only be entitled to such right of set off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with such Lender the proceeds thereof. The Borrower also each hereby agrees that each Participant shall be entitled to the benefits of Sections 2.07, 2.08, and 9.06 with respect to its participation in the Loans outstanding from time to time (subject to the requirements and limitations set forth therein); provided, that such Lender and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than such Lender would have been entitled to receive had no such transfer occurred. Each Lender that sells a participating interest in any Loan or other interest to a Participant shall, as agent of the Borrower solely for the purpose of this Section 9.03, 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 Loan or other Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitment, Loans, or other Obligations) to any Person except to the extent that such disclosure is necessary to establish that such foregoing is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, no Agent (in its capacity as an Agent) shall have any responsibility for maintaining any Participant Register.

Lender Participations. A Lender, may, at its sole cost and expense and in accordance with applicable law, at any time Each Lender may sell participations to one or more entities parties (each, a “ParticipantsParticipant”) (other than in or to all or a Disqualified Institution) participating interests in portion of its rights and obligations under this Agreement Agreement, the Notes and the other Transaction Loan Documents, its Commitment (if any), its Loan, and any other interest . Notwithstanding a Lender’s sale of such Lender hereunder or thereunder; provided, that any such participation shall require (i) the prior written consent of the Administrative Agent, and (ii) the satisfaction of “know your customer” requirements of the Administrative Agent; provided, further, that no such consent of the Administrative Agent shall be required so long as the agreement or instrument pursuant to which a Lender sells such a participation provides that such Lender shall retain the sole right (and the applicable Participant shall have no such rights) (A) to enforce its rights under this Agreement and any other Transaction Document and (B) to approve any amendment, modification or waiver of any provision of this Agreement or any other Transaction Document. In connection with any such participation, such Lender shall have the right, in its sole discretion, to credit tranche the Loans; provided that, subject to Section 7.03 (with respect to any securitization), neither the Borrower nor any other LC Group Member shall be required to take any action in connection therewith. In the event of any such sale by a Lender of participating interests to a Participantinterest, such Lender’s obligations under this Agreement to the Borrower hereunder shall remain unchanged. Borrower, such Lender shall remain solely responsible for the performance thereof Agent, and the Borrower other Lenders shall continue to deal solely and directly with such Lender. No Lender in connection with such Lender’s rights and obligations under shall grant any Participant the right to approve any amendment or waiver of this Agreement and except to the other Transaction Documents. The Borrower hereby agrees that if amounts outstanding under this Agreement are due extent such amendment or unpaidwaiver would (i) increase the Commitment of the Lender from which the Participant purchased its participation interest; (ii) reduce the principal of, or shall have been declared rate or shall have become due and payable upon amount of interest on, the occurrence Loans subject to such participation interest; or (iii) postpone any date fixed for any payment of an Event of Defaultprincipal of, or interest on, the Loans subject to such participation interest. To the extent permitted by applicable law, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement and the other Transaction Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement and the other Transaction Documents; provided, that such Participant shall only be entitled to such right of set off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with such Lender the proceeds thereof. The Borrower also each hereby agrees that each Participant shall be entitled to the benefits of Sections 2.07Section 4.10 and 12.4 as if it were a Lender, 2.08, and 9.06 with respect provided that such Participant agrees to its participation in the Loans outstanding from time to time (be subject to the requirements and limitations set forth therein); provided, that such Lender and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than such Lender would have been entitled to receive had no such transfer occurredlast sentence of Section 2.9(b) as if it were a Lender. Each Lender that sells a participating interest in any Loan or other interest to a Participant participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower solely for the purpose of this Section 9.03Borrower, 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 Loan Loans or other Obligations obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitmentcommitments, Loans, loans or its other Obligationsobligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such foregoing commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) or Proposed Section 1.163-5(b) of the United States U.S. Treasury RegulationsRegulations (or, in each case, any amended or successor version). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, no Agent (in its capacity as an Agent) shall have any responsibility for maintaining any Participant Register.the

Lender Participations. A Lender, may, at its sole cost and expense and in accordance with applicable law, at any time Each Lender may sell participations to one or more entities parties (each, a “ParticipantsParticipant”) (other than in or to all or a Disqualified Institution) participating interests in portion of its rights and obligations under this Agreement Agreement, the Notes and the other Transaction Loan Documents, its Commitment (if any), its Loan, and any other interest . Notwithstanding a Lender’s xxxx of such Lender hereunder or thereunder; provided, that any such participation shall require (i) the prior written consent of the Administrative Agent, and (ii) the satisfaction of “know your customer” requirements of the Administrative Agent; provided, further, that no such consent of the Administrative Agent shall be required so long as the agreement or instrument pursuant to which a Lender sells such a participation provides that such Lender shall retain the sole right (and the applicable Participant shall have no such rights) (A) to enforce its rights under this Agreement and any other Transaction Document and (B) to approve any amendment, modification or waiver of any provision of this Agreement or any other Transaction Document. In connection with any such participation, such Lender shall have the right, in its sole discretion, to credit tranche the Loans; provided that, subject to Section 7.03 (with respect to any securitization), neither the Borrower nor any other LC Group Member shall be required to take any action in connection therewith. In the event of any such sale by a Lender of participating interests to a Participantinterest, such Lender’s obligations under this Agreement to the Borrower xxxxxations hereunder shall remain unchanged. Borrowers, such Lender shall remain solely responsible for the performance thereof Agent, and the Borrower other Lenders shall continue to deal solely and directly with such Lender. No Lender in connection with such Lender’s rights and obligations under shall grant any Participant the right to approve any amendment or waiver of this Agreement and except to the other Transaction Documents. The Borrower hereby agrees that if amounts outstanding under this Agreement are due extent such amendment or unpaidwaiver would (i) increase the Commitment of the Lender from which the Participant purchased its participation interest; (ii) reduce the principal of, or shall have been declared rate or shall have become due and payable upon amount of interest on, the occurrence Loans or participations in Letters of an Event Credit subject to such participation interest; or (iii) postpone any date fixed for any payment of Defaultprincipal of, or interest on, the Loans or participations in Letters of Credit subject to such participation interest. To the extent permitted by applicable law, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement and the other Transaction Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement and the other Transaction Documents; provided, that such Participant shall only be entitled to such right of set off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with such Lender the proceeds thereof. The Borrower also each hereby agrees that each Participant shall be entitled to the benefits of Sections 2.07Section 4.10, 2.08Section 4.11 and 12.4 as if it were a Lender, and 9.06 with respect provided that such Participant agrees to its participation in the Loans outstanding from time to time (be subject to the requirements and limitations set forth therein); provided, that such Lender and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than such Lender would have been entitled to receive had no such transfer occurredlast sentence of Section 2.9(b) as if it were a Lender. Each Lender that sells a participating interest in any Loan or other interest to a Participant participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower solely for the purpose of this Section 9.03Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated state interest) of each Participant’s interest in the Loan Loans or other Obligations obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitmentcommitments, Loansloans, letters of credit or its other Obligationsobligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such foregoing commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-5f.103 1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, no the Agent (in its capacity as an Agent) shall have any no responsibility for maintaining any a Participant Register.

Lender Participations. A Lender, may, at its sole cost and expense and in accordance with applicable law, at any time sell to one or more entities other than any entity that is a Disqualified Institution (“Participants”) (other than a Disqualified Institution) participating interests in this Agreement and the other Transaction Documents, its Commitment (if any), its Loan, and any other interest of such Lender hereunder or thereunder; provided, that any such participation shall require (i) the prior written consent of the Administrative Agent, and (ii) the satisfaction of “know your customer” requirements of the Administrative Agent; provided, further, that no such consent of the Administrative Agent shall be required so long as the agreement or instrument pursuant to which a Lender sells such a participation provides that such Lender shall retain the sole right (and the applicable Participant shall have no such rights) (A) to enforce its rights under this Agreement and any other Transaction Document and (B) to approve any amendment, modification or waiver of any provision of this Agreement or any other Transaction Document. In connection with any such participation, such Lender shall have the right, in its sole discretion, to credit tranche the Loans; provided that, subject to Section 7.03 (with respect to any securitization), neither the Borrower nor any other LC Group Member GreenSky shall be required to take any action in connection therewith. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the Borrower shall remain unchanged, such Lender shall remain solely responsible for the performance thereof and the Borrower shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Transaction Documents. The Borrower hereby agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement and the other Transaction Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement and the other Transaction Documents; provided, that such Participant shall only be entitled to such right of set off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with such Lender the proceeds thereof. The Borrower also each hereby agrees that each Participant shall be entitled to the benefits of Sections 2.07, 2.08, and 9.06 with respect to its participation in the Loans outstanding from time to time (subject to the requirements and limitations set forth therein); provided, that such Lender and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than such Lender would have been entitled to receive had no such transfer occurred. Each Lender that sells a participating interest in any Loan or other interest to a Participant shall, as agent of the Borrower solely for the purpose of this Section 9.03, 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 Loan or other Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitment, Loans, or other Obligations) to any Person except to the extent that such disclosure is necessary to establish that such foregoing is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, no Agent (in its capacity as an Agent) shall have any responsibility for maintaining any Participant Register.the

Lender Participations. A Lender, may, at its sole cost and expense and in accordance with applicable law, at any time Each Lender may sell participations to one or more entities parties (each, a “ParticipantsParticipant”) (other than in or to all or a Disqualified Institution) participating interests in portion of its rights and obligations under this Agreement Agreement, the Notes and the other Transaction Loan Documents. Notwithstanding a Xxxxxx’s sale of a participation interest, its Commitment (if any)such Xxxxxx’s obligations hereunder shall remain unchanged. Borrowers, its Loan, and any other interest of such Lender hereunder or thereunder; provided, that any such participation shall require (i) the prior written consent of the Administrative Agent, and (ii) the satisfaction of “know your customer” requirements of the Administrative Agent; provided, further, that no such consent of the Administrative Agent shall be required so long as the agreement or instrument pursuant to which a Lender sells such a participation provides that such Lender shall retain the sole right (and the applicable Participant shall have no such rights) (A) to enforce its rights under this Agreement and any other Transaction Document and (B) to approve any amendment, modification or waiver of any provision of this Agreement or any other Transaction Document. In connection with any such participation, such Lender shall have the right, in its sole discretion, to credit tranche the Loans; provided that, subject to Section 7.03 (with respect to any securitization), neither the Borrower nor any other LC Group Member shall be required to take any action in connection therewith. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the Borrower shall remain unchanged, such Lender shall remain solely responsible for the performance thereof and the Borrower Lenders shall continue to deal solely and directly with such Lender. No Lender in connection with such Lender’s rights and obligations under shall grant any Participant the right to approve any amendment or waiver of this Agreement and except to the other Transaction Documents. The Borrower hereby agrees that if amounts outstanding under this Agreement are due extent such amendment or unpaidwaiver would (i) increase the Commitment of the Lender from which the Participant purchased its participation interest; (ii) reduce the principal of, or shall have been declared rate or shall have become due and payable upon amount of interest on or the occurrence Loans subject to such participation interest; or (iii) postpone any date fixed for any payment of an Event of Defaultprincipal of, or interest on or the Loans subject to such participation interest. To the extent permitted by applicable law, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement and the other Transaction Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement and the other Transaction Documents; provided, that such Participant shall only be entitled to such right of set off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with such Lender the proceeds thereof. The Borrower also each hereby agrees that each Participant shall be entitled to the benefits of Sections 2.07Section 4.9, 2.08, Section 4.10 and 9.06 with respect to its participation in the Loans outstanding from time to time (Section 12.4 subject to the requirements and limitations set forth therein); provided, including the requirements under Section 4.10(g) (it being understood that the documentation required under Section 4.10(g) shall be delivered to the participating Lender) as if it were a Lender that acquired its interest by assignment, provided that such Participant (A) agrees to be subject to Section 2.10 and the last sentence of Section 2.9(b) as if it were a Lender and all Participants (B) shall not be entitled to receive no any greater amount in the aggregate pursuant payment under Section 4.9 or Section 4.10, with respect to such Sections any participation, than such its participating Lender would have been entitled to receive, except to the extent such entitlement to receive had no such transfer occurreda greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participating interest in any Loan or other interest to a Participant participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower solely for the purpose of this Section 9.03Borrowers, 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 Loan Loans or other Obligations obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitmentcommitments, Loansloans, letters of credit or its other Obligationsobligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such foregoing commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, no the Agent (in its capacity as an Agent) shall have any no responsibility for maintaining any a Participant Register.

Lender Participations. A Lender, may, at its sole cost and expense and in accordance with applicable law, at any time Each Lender may sell participations to one or more entities parties (each, a “ParticipantsParticipant”) (other than in or to all or a Disqualified Institution) participating interests in portion of its rights and obligations under this Agreement Agreement, the Notes and the other Transaction Loan Documents. Notwithstanding a Xxxxxx’s sale of a participation interest, its Commitment (if any)such Xxxxxx’s obligations hereunder shall remain unchanged. The Borrowers, its Loan, and any other interest of such Lender hereunder or thereunder; provided, that any such participation shall require (i) the prior written consent of the Administrative Agent, and (ii) the satisfaction of “know your customer” requirements of the Administrative Agent; provided, further, that no such consent of the Administrative Agent shall be required so long as the agreement or instrument pursuant to which a Lender sells such a participation provides that such Lender shall retain the sole right (and the applicable Participant shall have no such rights) (A) to enforce its rights under this Agreement and any other Transaction Document and (B) to approve any amendment, modification or waiver of any provision of this Agreement or any other Transaction Document. In connection with any such participation, such Lender shall have the right, in its sole discretion, to credit tranche the Loans; provided that, subject to Section 7.03 (with respect to any securitization), neither the Borrower nor any other LC Group Member shall be required to take any action in connection therewith. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the Borrower shall remain unchanged, such Lender shall remain solely responsible for the performance thereof and the Borrower Lenders shall continue to deal solely and directly with such Lender. No Lender in connection with such Lender’s rights and obligations under shall grant any Participant the right to approve any amendment or waiver of this Agreement and except to the other Transaction Documents. The Borrower hereby agrees that if amounts outstanding under this Agreement are due extent such amendment or unpaidwaiver would (i) increase the Commitment of the Lender from which the Participant purchased its participation interest; (ii) reduce the principal of, or shall have been declared rate or shall have become due and payable upon amount of interest on, the occurrence Loans or participations in Letters of an Event Credit subject to such participation interest; or (iii) postpone any date fixed for any payment of Defaultprincipal of, or interest on, the Loans or participations in Letters of Credit subject to such participation interest. To the extent permitted by applicable law, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement and the other Transaction Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement and the other Transaction Documents; provided, that such Participant shall only be entitled to such right of set off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with such Lender the proceeds thereof. The Borrower also each hereby agrees that each Participant shall be entitled to the benefits of Sections 2.07Section 4.10, 2.08, and 9.06 with respect to its participation in the Loans outstanding from time to time 4.11 (subject to the requirements and limitations set forth therein, including the requirements under Section 4.11(g) (it being understood that the documentation required under Section 4.11(g) shall be delivered to the participating Lender); provided) and 12.4 as if it were a Lender, provided that such Lender and all Participants shall Participant agrees to be entitled subject to receive no greater amount in the aggregate pursuant to such Sections than such Lender would have been entitled to receive had no such transfer occurredlast sentence of Section 2.9(b) as if it were a Lender. Each Lender that sells a participating interest in any Loan or other interest to a Participant participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower solely for the purpose of this Section 9.03each Borrower, 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 Loan Loans or other Obligations obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitmentcommitments, Loansloans, letters of credit or its other Obligationsobligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such foregoing commitment, loan, letter of credit or other obligation is in registered form under the Code including Section 5f.103-1(c) of the United States U.S. Treasury RegulationsRegulations (or its successor). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, no the Agent (in its capacity as an the Agent) shall have any no responsibility for maintaining any a Participant Register.