Common use of Limitations on Rights of Participants Clause in Contracts

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 or 2.13 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 5.01 or 2.13 5.03 than the applicable a Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 or 2.13 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 or 2.13 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, agrees to comply with Section 2.14(e2.14(f) as though it were a Lender (it being understood that that the documentation required under Section 2.14(f) shall be delivered to the participating Lender).

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 or 2.13 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s 's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.15 or 2.13 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s 's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.17 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e2.17(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.15 or 2.13 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consentconsent and except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. A No Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.17 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply complies with Section 2.14(e2.17(f) and (g) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.13 or 2.13 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s 's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.15 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e2.15(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.14, 2.15 or 2.13 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.16 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply complies with Section 2.14(e2.16(f) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.15 or 2.13 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.17 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e2.17(f) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.13, 2.14 or 2.13 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.15 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e2.15(f) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.14 or 2.13 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Non-U.S. Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.16 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e2.16(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.14, 2.15 or 2.13 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Non-U.S. Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.16 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e) 2.16 as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.14 or 2.13 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s 's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.16 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e2.16(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 or 2.13 Sections 2.14, 2.15 and 2.16 hereof than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.16 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e2.16(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 or 2.13 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s Borrowers’ prior written consent. A Participant that would be a Foreign Non-U.S. Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 unless the Borrower is Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowerBorrowers, to comply with Section 2.14(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.10, 2.11 or 2.12 or 2.13 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.11 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e2.11(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.15 or 2.13 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s 's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.17 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e2.17(e) as though it were a Lender, provided that in no event shall the Borrower be required to pay a greater sum to such Participant than it would have been required to pay to the Lender from which such Participant acquired such participation.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.11 or 2.13 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.13 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e2.13(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.14 or 2.13 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s Company's prior written consent. A Participant that would be a Foreign Non-U.S. Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.16 unless the Borrower Company is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowerBorrowers, to comply with Section 2.14(e2.16(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.14, 2.15 or 2.13 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.16 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply complies with Section 2.14(e2.16(f) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be ------------------------------------- entitled to receive any greater payment under Section 2.12 2.13 or 2.13 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s Borrowers' prior written consent. A Participant that would be a Foreign Non-U.S. Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.15 unless the Borrower is Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowerBorrowers, to comply with Section 2.14(e2.15(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.13 or 2.13 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consentconsent or unless such greater payment results from a Change in Law occurring after the sale of the participation. A Participant that would not be a Foreign Lender Qualifying Person if it were a Lender shall not be entitled to the benefits of Section 2.14 2.15 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e2.15(f) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.13 or 2.13 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s Company's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.15 unless the Borrower Company is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowerCompany, to comply with Section 2.14(e2.15(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.14 or 2.13 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless except to the sale of extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participation to such Participant is made with acquired the Borrower’s prior written consentapplicable participation. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.16 unless the Borrower Company is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowerBorrowers, to comply with Section 2.14(eSections 2.16(e) and (f) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.13 or 2.13 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.15 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e2.15(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 Sections 2.09 or 2.13 2.10 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.09 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e2.09(e) as though it were a Lender (it being understood that the documentation required under Section 2.09(e) shall be delivered to the participating Lender).

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.13 or 2.13 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.15 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, agrees to comply with Section 2.14(e2.15(f) as though it were a Lender (it being understood that that the documentation required under Section 2.15(f) shall be delivered to the participating Lender).

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 or 2.13 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale BUSINESS.29745768.5 of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, agrees to comply with Section 2.14(e2.14(f) as though it were a Lender (it being understood that that the documentation required under Section 2.14(f) shall be delivered to the participating Lender).

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.13, 2.15 or 2.13 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s Company's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.15 unless the Borrower Company is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowerObligors, to comply with Section 2.14(e2.15(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 or 2.13 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, agrees to comply with Section 2.14(e) as though it were a Lender (it being understood that that the documentation required under Section 2.14(e) shall be delivered to the participating Lender).

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.14 or 2.13 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s Company's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.16 unless the Borrower Company is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowerBorrowers, to comply with Section 2.14(e2.16(e) and (f) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.15 or 2.13 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.17 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e2.17(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.15 or 2.13 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s 's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.17 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e2.17(f) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.14 or 2.13 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.16 unless the Borrower is notified of consents to the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e2.16(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.14 or 2.13 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Lead Borrower’s 's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.16 unless the Lead Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowerBorrowers, to comply with Section 2.14(e2.16(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.13 or 2.13 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the relevant Borrower’s 's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.15 unless the relevant Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the such Borrower, to comply with Section 2.14(e2.15(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.15 or 2.13 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A No Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.17 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply complies with Section 2.14(e2.17(f) and (g) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 or 2.13 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s 's prior written consent. A Participant that would be a Foreign Non-U.S. Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 unless the Borrower is are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.14, 2.15 or 2.13 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.16 unless the Borrower is notified of the participation sold to such Participant and such Participant Credit Agreement agrees, for the benefit of the Borrower, to comply with Section 2.14(e2.16(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 or 2.13 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e) as though it were a Lender.. 102

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.13 or 2.13 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.15 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, agrees to comply with Section 2.14(e2.15(f) as though it were a Lender (it being understood that that the documentation required under Section 2.15(f) shall be delivered to the participating Lender.). 158

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 or 2.13 2.06 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s 's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.06 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e) as though it were a LenderParticipant.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 or 2.13 Sections 2.14, 2.15 and 2.16 hereof than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s 's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.16 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e2.16(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.123 or 2.13 2.134 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.145 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e2.145(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.14 or 2.13 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the BorrowerCompany’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.16 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowerBorrowers, to comply with Section 2.14(e2.16(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.14, 2.15 or 2.13 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s Borrowers’ prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.16 unless the Borrower is Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowerBorrowers, to comply with Section 2.14(e2.16(ef) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.08, 2.09 or 2.13 2.10 than the applicable Lender would Term Loan Agreement have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s 's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.10 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e2.10(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.14, 2.15 or 2.13 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e) as though it were a Lender.122 Revolving Credit Agreement US-DOCS\81066382.481066382.11

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.14 or 2.13 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the BorrowerCompany’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.16 unless the Borrower Company is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowerBorrowers, to comply with Section 2.14(e2.16(e) and (f) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.13 or 2.13 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.15 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowerObligors, to comply with Section 2.14(e2.15(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.13, 2.14 or 2.13 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be is not a Foreign Lender if it were a Lender “United Stated person” within the meaning of Section 7701(a)(30) of the Code shall not be entitled to the benefits of Section 2.14 2.15 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e2.15(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.14, 3.14 or 2.13 11.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the BorrowerCompany’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 11.04 unless the Borrower Company is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowerCompany, to comply with Section 2.14(e11.04(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 or 2.13 2.10 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s 's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.10 unless the Borrower is notified of the participation sold to such Participant and Loan Agreement 57 -55- such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e2.10(e) and 2.12(b) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 or 2.13 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, agrees to comply with Section 2.14(e2.14(f) as though it were a Lender (it being understood that that the documentation required under Section 2.14(f) shall be delivered to the participating Lender.). 155

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.14, 2.15 or 2.13 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s Borrowers' prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.16 unless the Borrower is Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowerBorrowers, to comply with Section 2.14(e2.16(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.11 or 2.12 or 2.13 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.12 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e2.12(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.13, 2.15 or 2.13 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the respective Borrower’s 's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.15 unless the Borrower is Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the respective Borrower, to comply with Section 2.14(e2.15(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.12, 2.14 or 2.13 elsewhere hereunder than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale Participant and no Obligor shall incur any greater liability or obligations hereunder solely as a result of the participation to such Participant is made with the Borrower’s prior written consentparticipation. A Participant that would be a Foreign Non-U.S. Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be ------------------------------------- entitled to receive any greater payment under Section 2.12 or 2.13 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s 's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.09 or 2.13 2.11 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s 's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.11 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e2.11(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 or 2.13 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e) as though it were a Lender.. 127

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.13, 2.15 or 2.13 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the BorrowerCompany’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.15 unless the Borrower Company is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowerObligors, to comply with Section 2.14(e2.15(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.15 or 2.13 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.17 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e2.17(e) as though it were a Lender, provided that in no event shall the Borrower be required to pay a greater sum to such Participant than it would have been required to pay to the Lender from which such Participant acquired such participation.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.14, 2.15 or 2.13 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s Borrowers’ prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.16 unless the Borrower is Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowerBorrowers, to comply with Section 2.14(e2.16(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.14 or 2.13 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the BorrowerDiscover Bank’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.16 unless the Borrower Discover Bank is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowerBorrowers, to comply with Section 2.14(e2.16(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 or 2.13 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e) as though it were a Lender.. 101

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.13 or 2.13 2.15 than the applicable Lender would have Credit Agreement been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s (and, prior to the Merger, NYSE Group’s) prior written consent. A Participant that would be a Foreign Non-U.S. Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.15 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e2.15(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 or 2.13 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s 's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, agrees to comply with Section 2.14(e) as though it were a Lender (it being understood that that the documentation required under Section 2.14(e) shall be delivered to the participating Lender).

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 or 2.13 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, agrees to comply with Section 2.14(e2.14(f) as though it were a Lender (it being understood that that the documentation required under Section 2.14(f) shall be delivered to the participating Lender.). 127

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.13, 2.14 or 2.13 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior Credit Agreement written consent. A Participant that would be is not a Foreign Lender if it were a Lender “United Stated person” within the meaning of Section 7701(a)(30) of the Code shall not be entitled to the benefits of Section 2.14 2.15 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e2.15(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 or 2.13 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s 's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e) as though it were a Lender, and at the time the participation is sold to such Participant, such Participant is entitled to a rate of withholding no greater than that of the applicable selling Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.13 or 2.13 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e) as though it were a Lender.139 00000000.00.XXXXXXXX

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 or 2.13 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e) as though it were a Lender.. Credit Agreement

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.14 or 2.13 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the BorrowerCompany’s prior written consent. A No Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.16 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowerBorrowers, to comply with Section 2.14(e2.16(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 or 2.13 2.08 than the applicable selling Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s 's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not ------------------------------------- be entitled to receive any greater payment under Section 2.12 or 2.13 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s 's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 or 2.13 2.10 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s 's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.10 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e2.10(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.14, 2.15 or 2.13 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s Company's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.16 unless the Borrower Company is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowerCompany, to comply with Section 2.14(e2.16(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.14 or 2.13 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.16 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e2.16(e) and 2.16(f) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.13, 2.14 or 2.13 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s 's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.15 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e2.15(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.09 or 2.13 2.10 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless except to the sale of extent such entitlement to receive a greater payment results from a change in Applicable Law that occurs after the participation to such Participant is made with acquired the Borrower’s prior written consentapplicable participation. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.09 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e) as though it were a LenderParticipant.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.14 or 2.13 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e) as though it were a Lender.of

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.15 or 2.13 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Non-U.S. Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.17 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e2.17(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not ------------------------------------- be entitled to receive any greater payment under Section 2.12 2.15 or 2.13 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s Limited's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.17 unless the Borrower is Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowerBorrowers, to comply with Section 2.14(e2.17(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 or 2.13 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s 's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e) as though it were a Lender.. Credit Agreement

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 or 2.13 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, agrees to comply with Section 2.14(e) as though it were a Lender (it being understood that that the documentation required under Section 2.14(e) shall be delivered to the participating Lender.). 133

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.14 or 2.13 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.16 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e2.16(h) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.13, 2.15 or 2.13 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the respective Borrower’s 's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.15 unless the Borrower is Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowerBorrowers, to comply with Section 2.14(e2.15(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.13 or 2.13 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.15 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowerObligors, to comply with Section 2.14(e2.15(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.11 or 2.13 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.13 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e2.13(f) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 SECTION 2.16 or 2.13 SECTION 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s 's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 SECTION 2.18 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(eSECTION 2.18(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.13, 2.14 or 2.13 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.15 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e2.15(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 or 2.13 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e) as though it were a Lender2.14.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.14 or 2.13 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.16 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e2.16(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.14 or 2.13 11.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the BorrowerCompany’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 11.04 unless the Borrower Company is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowerCompany, to comply with Section 2.14(e11.04(e) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.15 or 2.13 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.17 unless the Borrower is notified of the participation 101 sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e2.17(f) as though it were a Lender.

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.13 or 2.13 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e) as though it were a Lender.benefits

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 2.13 or 2.13 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the relevant Borrower’s 's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 2.15 unless the relevant Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the such Borrower, to comply with Section 2.14(e2.15(e) as though it were a Lender.. 364-DAY CREDIT AGREEMENT

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 or 2.13 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, agrees to comply with Section 2.14(e2.14(f) as though it were a Lender (it being understood that that the documentation required under Section 2.14(f) shall be delivered to the participating Lender.). 123