Common use of Limitations upon Participant Rights Clause in Contracts

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 or 2.20 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant (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) unless the sale of the participation to such Participant is made with the 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 2.20 unless the Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 2.20 as though it were a Lender.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 Section 3.01 or 2.20 3.04 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 Holdings’ prior written consent or except to the extent such entitlement to receive a greater payment results from a Change change in Law law that occurs after the Participant acquired the applicable participation) unless the sale of the participation to such Participant is made with the 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 2.20 unless the Borrowers are 3.01 if Holdings is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 2.20 3.01(e) as though it were a Lender (provided that all forms required under Section 3.01(e) shall instead be delivered to the applicable Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 or 2.20 Section 2.14 and Section 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant (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) Participant, unless the sale of the participation to such Participant is made with the Borrowers’ prior written consentconsent after disclosure of such greater payments. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.20 2.16 unless the Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 2.20 2.16(e) as though it were a LenderLender and any such Participant shall be deemed to be a Lender for the purposes of the definition of Excluded Taxes.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 or 2.20 Section 8.4 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant. A Participant (except shall not be entitled to receive any greater payment under Section 10.1(a) or Section 10.4 than the applicable Lender would have been entitled to receive with respect 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) unless the sale of the participation sold to such Participant is made with the Borrowers’ prior written consentParticipant. A Participant that would be is not a Foreign Lender if it were a Lender United States person (as such term is defined in Section 7701(a)(30) of the Code) shall not be entitled to the benefits of Section 2.20 10.1(a) or Section 10.4 unless the Borrowers are Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply complies with Section 2.20 10.1(c) and (d) as though it were a Lender.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 Section 3.01 or 2.20 3.04 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 Company’s prior written consent, 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) unless the sale of the participation to such Participant is made with the 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 2.20 3.01 unless the Borrowers are Company is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 2.20 3.01(g) as though it were a Lender.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 5.8 [Increased Costs], 5.9 [Taxes] or 2.20 11.3 [Expenses; Indemnity; Damage Waiver] than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant (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) Participant, unless the sale of the participation to such Participant is made with the Borrowers’ 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 2.20 5.9 [Taxes] unless the Borrowers are Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersBorrower, to comply with Section 2.20 5.9.5 [Status of Lenders; Refunds] as though it were a Lender.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 Section 2.12 or 2.20 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless (i) the sale of the participation to such Participant is made with the relevant Borrower’s or the relevant Borrower’s prior written consent or (except to the extent ii) such entitlement to receive a greater payment results from a Change in Law made subsequent to the Closing Date that occurs after the Participant acquired the applicable participation) unless the sale of the participation to such Participant is made with the 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 2.20 2.14 unless the Borrowers are relevant Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowerssuch Borrower, to comply with Section 2.20 2.14(f) as though it were a Lender.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 Section 3.01 or 2.20 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless, (A) the sale of the participation to such Participant is made with the Borrower’s prior written consent or (except to the extent B) such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation) unless the sale of the participation to such Participant is made with the Borrowers’ prior written consentParticipation. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.20 3.01 unless the Borrowers are Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersBorrower, to comply with Section 2.20 3.01(e) as though it were a Lender.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 Section 3.01 or 2.20 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless (A) the sale of the participation to such Participant is made with the Borrowers’ prior written consent or (except to the extent B) such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation) unless the sale of the participation to Participation and such Participant is made shall have otherwise complied with the Borrowers’ prior written consentSection 3.01(e). A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.20 3.01 unless the Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 2.20 3.01(e) as though it were a Lender.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 or 2.20 Subsections 1.11, 1.13 and 1.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant (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) Participant, unless the sale of the participation to such Participant is made with the Borrowers’ Borrower’s prior written consentconsent and after disclosure in writing of such greater payment to the extent such Participant has knowledge of the circumstances giving rise to such greater payment at the time of such sale. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.20 Subsection 1.13 unless the Borrowers are Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersBorrower, to comply with Section 2.20 Subsection 1.13(B) as though it were a Lender.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 Section 3.01 or 2.20 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant (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) Participant, unless the sale of the participation to such Participant is made with the Borrowers’ Lead Borrower’s prior written consent, and a Participant shall have no right to enforce any rights of Lender under this Agreement without 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 2.20 3.01 unless the Borrowers are Lead Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersLoan Parties, to comply with Section 2.20 3.01(e) as though it were a Lender.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment from the Borrower under Sections 2.19 Section 2.08 or 2.20 2.09 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant (except Participant, and the Borrower shall have no obligations to make greater aggregate payments under Sections 2.08 and 2.09 to or for the extent such entitlement to receive a greater payment results from a Change in Law that occurs after account of the applicable Lender and the Participant acquired following the applicable participation) grant of such Participation unless the sale of the participation to such Participant is made with the Borrowers’ 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 2.20 2.08 unless the Borrowers are Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersBorrower, to comply with Section 2.20 2.08 as though it were a Lender.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 or 2.20 subsection 2.9 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant (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) Participant, unless the sale of the participation to such Participant is made with the Borrowers’ prior written consent. A Without limiting the generality of the foregoing, a Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.20 subsection 2.9E unless the Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 2.20 subsection 2.9E(v) as though it were a Lender.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 Section 3.01 or 2.20 3.04, with respect to any participation, than the Lender from whom it acquired the applicable Lender participation would have been entitled to receive with respect to the participation sold to such Participant (receive, 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) participation or unless the sale of the participation to such Participant is made with the Borrowers’ 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 2.20 3.01 unless the Borrowers are Borrower is notified of the participation Participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersBorrower, to comply with Section 2.20 3.01(e) as though it were a Lender.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 Section 3.01 or 2.20 3.04 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 Borrowers’ prior written consent pursuant to an authorization that references this Section 10.06(e) or 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) unless the sale of the participation to such Participant is made with the Borrowers’ prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the any benefits of under Section 2.20 3.01 unless the Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 2.20 3.01(e) as though it were a Lender.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 2.8, 2.3.15, 2.6.1 or 2.20 2.6.2 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant (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) Participant, unless the sale of the participation to such Participant is made with the Borrowers’ Borrower’s prior written consent, provided in no instance shall the Borrower’s Obligations be increased as a result thereof. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.20 2.8 unless the Borrowers are Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply complies with Section 2.20 2.8.5 as though it were a Lender (it being understood that the documentation required under Section 2.8.5 shall be delivered to the participating Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 2.17 or 2.20 2.18 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant (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) ), unless the sale of the participation to such Participant is made with the Borrowers’ Company’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 2.20 2.17 unless the Borrowers are Company is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 2.20 2.17 as though it were a Lender (it being understood that the documentation required under Section 2.17(g) shall be delivered to the participating Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 Section 3.01 or 2.20 3.04, with respect to any participation, than the Lender from whom it acquired the applicable Lender participation would have been entitled to receive with respect to the participation sold to such Participant (receive, 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) participation or unless the sale of the participation to such Participant is made with the Borrowers’ Parent 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 2.20 3.01 unless the Borrowers are Parent Borrower is notified of the participation Participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersParent Borrower, to comply with Section 2.20 3.01(e) as though it were a Lender.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 or 2.20 Section 2.11 (Increased Costs; Unavailability) than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant (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) Participant, unless the sale of the participation to such Participant is made with the Borrowers’ U.S. 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 2.20 2.15 (Taxes) unless the Borrowers are U.S. Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 2.20 Subsection 2.15.6 (Status of Lenders) as though it were a Lender.. - 118 -

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 Section 3.01 or 2.20 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless, (A) the sale of the participation to such Participant is made with the Borrower’s prior written consent or (except to the extent B) such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation) unless the sale of the participation to such Participant is made with the Borrowers’ prior written consentParticipation. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.20 3.01 unless the Borrowers are Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersBorrower, to comply with Section 2.20 3.01(f) as though it were a Lender.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment from the Borrower under Sections 2.19 Section 2.08 or 2.20 2.09 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant (except Participant, and the Borrower shall have no obligations to make greater aggregate payments under Sections 2.08 and 2.09 to or for the extent such entitlement to receive a greater payment results from a Change in Law that occurs after account of the applicable Lender and the Participant acquired following the applicable participation) grant of such Participation unless the sale of the participation to such Participant is made with the Borrowers’ 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 2.20 2.08 unless the Borrowers are Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersBorrower, to comply with Section 2.20 2.08 and 9.06 as though it were a Lender.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 Section 3.01 or 2.20 3.04 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 Borrower’s prior written consent, 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) unless the sale of the participation to such Participant is made with the 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 2.20 3.01 unless the Borrowers are Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersBorrower, to comply with Section 2.20 3.01(e) as though it were a Lender.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 Section 3.01 or 2.20 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant (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) Participant, unless the sale of the participation to such Participant is made with the Borrowers’ prior written consent. A Participant that would be a Foreign Lender or a Canadian Lender to which clause (c) in the third sentence of the fourth paragraph of Section 10.14(a) applies (if it were a Lender Lender) shall not be entitled to the benefits of Section 2.20 3.01 unless the Borrowers are each Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 2.20 10.14 as though it were a Lender.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 or 2.20 Section 2.13 and Section 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 (except is made with GEO’s prior written consent or 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) unless the sale of the participation to such Participant is made with the 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 2.20 2.15 unless the Borrowers are GEO is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 2.20 Sections 2.15(f) and (h) as though it were a Lender.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 or 2.20 3.2 and 3.5 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 Xxxxxxxx’s prior written consent or 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) unless the sale of the participation to such Participant is made with the 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 2.20 3.5 unless the Borrowers are Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersBorrower, to comply with Section 2.20 3.5(f) as though it were a Lender.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 Section 2.12 or 2.20 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless (i) the sale of the participation to such Participant is made with the relevant Borrower’s or the relevant Borrower’s prior written consent or (except to the extent ii) such entitlement to receive a greater payment results from a Change in Law made subsequent to the Effective Date that occurs after the Participant acquired the applicable participation) unless the sale of the participation to such Participant is made with the 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 2.20 2.14 unless the Borrowers are such Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowerssuch Borrower, to comply with Section 2.20 2.14(f) as though it were a Lender.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 Section 3.01 or 2.20 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant (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) Participant, unless the sale of the participation to such Participant is made with the Borrowers’ Borrower’s prior written consentconsent and such Participant shall in any event be subject to replacement pursuant to Section 12.15 in the event it exercises such rights. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.20 3.01 unless the Borrowers are Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersBorrower, to comply with Section 2.20 3.01 as though it were a Lender.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 or 2.20 11.1 and 11.2 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant (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) Participant, unless the sale of the participation to such Participant is made with the Borrowers’ Borrower's prior written consentconsent and, in connection with such sale, the Borrower specifically agrees that it will make greater payments than the applicable Lender would have been entitled to receive. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.20 Sections 11.1 or 11.2 unless the Borrowers are Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersBorrower, to comply with Section 2.20 11.2(e) and Section 11.3 or as though it were a Lender.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 Section 5.7 [Increased Costs], Section 5.8 [Taxes] or 2.20 Section 11.3 [Expenses; Indemnity; Damage Waiver] than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant (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) Participant, unless the sale of the participation to such Participant is made with the Borrowers’ 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 2.20 5.8 [Taxes] unless the Borrowers are Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersBorrower, to comply with Section 2.20 5.8.5 [Status of Lenders; Refunds] as though it were a Lender.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 or 2.20 2.11 and 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant (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) Participant, unless the sale of the participation to such Participant is made with the Company’s, on behalf of the Borrowers’ , prior written consent; provided that the Participant shall be subject to the provisions of Sections 2.15 and 2.19. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.20 2.14 unless the Borrowers are Company is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowerseach Borrower, to comply with Section 2.20 2.14(e) as though it were a Lender.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 or 2.20 Subsections 1.11, 1.13 and 1.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant (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) Participant, unless the sale of the participation to such Participant is made with the Borrowers’ Borrower’s prior written consentconsent and after disclosure in writing of such greater payment to the extent such Participant has knowledge of the circumstances giving rise to such greater payment at the time of such sale. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.20 Subsection 1.13 unless the Borrowers are Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersBorrower, to comply with Section 2.20 Subsection 1.13(E) as though it were a Lender.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 or 2.20 subsection 4(b)(v) than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant (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) Participant, unless the sale of the participation to such Participant is made with the Borrowers’ prior written consent. A Participant that would be is not a Foreign Lender United States person (as such term is defined in Section 7701(a)(30) of the Code) if it were a Lender shall not be entitled to the benefits of Section 2.20 subsection 33(a) unless the Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 2.20 subsection 33(b) as though it were a Lender.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 or 2.20 than Section 4.09 that the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant (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) Participant, unless the sale of the participation to such Participant is made with the Borrowers’ 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 148 [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. of Section 2.20 4.09 unless the Borrowers are Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersBorrower, to comply with Section 2.20 4.09 and 4.10 as though it were a Lender.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 or 2.20 than Section 4.09 that the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant (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) Participant, unless the sale of the participation 141 [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. to such Participant is made with the Borrowers’ 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 2.20 4.09 unless the Borrowers are Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersBorrower, to comply with Section 2.20 4.09 and 4.10 as though it were a Lender.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 or 2.20 2.12 and 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant Participant, except (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 participationi) unless if the sale of the participation to such Participant is made with the Borrowers’ Borrower’s prior written consentconsent or (ii) to the extent that such entitlement to receive a greater payment results from a change in or in the interpretation of any law that occurs after the Participant acquired the participation. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.20 2.16 unless the Borrowers are Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersBorrower, to comply with Section 2.20 2.16(f) as though it were a Lender (it being understood and agreed that the documentation required under Section 2.16(f) shall be delivered to the participating Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 Section 3.01 or 2.20 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant (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) Participant, unless the sale of the participation to 153 such Participant is made with the Borrowers’ Borrower Representative’s prior written consentconsent and such Participant shall in any event be subject to replacement pursuant to Section 12.15 in the event it exercises such rights. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.20 3.01 unless the Borrowers are Borrower Representative is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 2.20 3.01 as though it were a Lender.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 Section 3.01 or 2.20 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant (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) Participant, unless the sale of the participation to such Participant is made with the Borrowers’ Borrower Representative’s prior written consentconsent and such Participant shall in any event be subject to replacement pursuant to Section 12.15 in the event it exercises such rights. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.20 3.01 unless the Borrowers are Borrower Representative is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 2.20 3.01 as though it were a Lender.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 or 2.20 2.15 and 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant (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) Participant, unless the sale of the participation to such Participant is made with the Borrowers’ Borrower’s prior written consent. A Participant that would be a Foreign Lender organized under the laws of a jurisdiction other than the United States or any state or political subdivision thereof if it were a Lender shall not be entitled to the benefits of Section 2.20 2.16 unless the Borrowers are Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersBorrower, to comply with Section 2.20 2.16(d) as though it were a Lender.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 or 2.20 than Section 4.09 that the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant (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) Participant, unless the sale of the participation [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. to such Participant is made with the Borrowers’ 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 2.20 4.09 unless the Borrowers are Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersBorrower, to comply with Section 2.20 4.09 and 4.10 as though it were a Lender.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 or 2.20 2.15 and 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant (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) Participant, unless the sale of the participation to such Participant is made with the Borrowers’ prior written consent. A Participant that would be a Foreign Lender organized under the laws of a jurisdiction other than the United States of America or any state or political subdivision thereof if it were a Lender shall not be entitled to the benefits of Section 2.20 2.16 unless the Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 2.20 2.16(d) as though it were a Lender.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 or 2.20 2.15 and 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 Administrative Borrower’s prior written consent 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) unless the sale of the participation to such Participant is made with the 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 2.20 2.17 unless the Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 2.20 2.17 as though it were a Lender.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 4.01 or 2.20 4.04, 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 (except is made with Borrowers’ prior written consent or 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) unless the sale of the participation to such Participant is made with the 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 2.20 4.01 unless the Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 2.20 4.01(e) as though it were a Lender (it being understood 114 that the documentation required to be delivered under Section 4.01(e) shall be delivered to the participating Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 or 2.20 Section 2.11 (Increased Costs; Unavailability) than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant (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) Participant, unless the sale of the participation to such Participant is made with the Borrowers’ U.S. 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 2.20 2.14 (Taxes) unless the Borrowers are U.S. Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 2.20 Subsection 2.14.6 (Status of Lenders) as though it were a Lender.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 2.12 or 2.20 2.13 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant (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) unless the sale of the participation to such Participant is made with the Borrowers’ Borrower’s prior written consent. A Participant that would be a Foreign Non-US Lender if it were a Lender shall not be entitled to the benefits of Section 2.20 2.13 unless the Borrowers are Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersBorrower, to comply with Section 2.20 2.13 as though it were a Lender.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 Section 3.01 or 2.20 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant (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) Participant, unless the sale of the participation to such Participant is made with the Borrowers’ Borrower Representative’s prior written consentconsent and such Participant shall in any event be subject to replacement pursuant to Section 12.15 in the event it exercises such rights. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.20 3.01 unless the Borrowers are Borrower Representative is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 2.20 3.01 as though it were a Lender.. Exhibit 10.6

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 or 2.18 and 2.20 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant (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) Participant, unless the sale of the participation to such Participant is made with the Borrowers’ applicable Borrower’s prior written consentconsent or the entitlement to a greater payment results from a change in law after the date such Participant became a participant. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.20 unless the Borrowers are Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersBorrower, to comply with Section 2.20 as though it were a Lender.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 or 2.20 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant (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) unless the sale of the participation to such Participant is made with the Borrowers’ Borrowers’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 2.20 unless the Borrowers are areBorrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersBorrowersBorrower , to comply with Section 2.20 as though it were a Lender.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 Section 5.7 [Increased Costs], Section 5.8 [Taxes] or 2.20 Section 11.3 [ Expenses; Indemnity; Damage Waiver] than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant (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) Participant, unless the sale of the participation to such Participant is made with the Borrowers’ 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 2.20 5.8 [Taxes] unless the Borrowers are Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersBorrower, to comply with Section 2.20 5.8.5 [Status of Lenders; Refunds] as though it were a Lender.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 Section 3.01 or 2.20 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant (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) Participant, unless the sale of the participation to such Participant is made with the Borrowers’ Lead Borrower's prior written consent, and a Participant shall have no right to enforce any rights of Lender under this Agreement without 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 2.20 3.01 unless the Borrowers are Lead Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersLoan Parties, to comply with Section 2.20 3.01(e) as though it were a Lender.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 or 2.20 2.14(c), 2.15 and 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant (except to Participant, unless, in the extent such entitlement to receive case of a greater payment results from participation of a Change in Law that occurs after the Participant acquired the applicable participation) unless Letter of Credit Facility Commitment or Letter of Credit Obligations, the sale of the participation to such Participant is made with the 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 2.20 unless 2.16 as if it were a Lender which received its interest pursuant to an assignment but only if the Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 2.20 2.16(e) and (f) as though it were a Lender.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.19 Section 2.8, 2.3.15, 2.5.1 or 2.20 2.5.2 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant (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) Participant, unless the sale of the participation to such Participant is made with the Borrowers’ Borrower's prior written consent; provided, however, in no instance shall the Borrower's Obligations be increased as a result thereof. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.20 2.8 unless the Borrowers are notified of Borrower consents in writing to the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply complies with Section 2.20 2.8.5 as though it were a Lender.