Common use of Participants Clause in Contracts

Participants. (a) Any Bank may, without the consent of the Applicant, the Administrative Agent or the Issuing Bank, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Bank’s rights and obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing to it); provided that (A) such Bank’s obligations under this Agreement shall remain unchanged, (B) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Bank sells such a participation shall provide that such Bank shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Bank will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Section 8.9(i) that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Applicant agrees that each Participant shall be entitled to the benefits of Sections 8.1 and 9.15 to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.2 as though it were a Bank, provided such Participant agrees to be subject to Section 2.5(b) as though it were a Bank. (b) A Participant shall not be entitled to receive any greater payment under Section 8.1 or 8.15 than the applicable Bank 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 Applicant’s prior written consent. A Participant that would be a Non-U.S. Bank if it were a Bank shall not be entitled to the benefits of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, to comply with Section 8.15 as though it were a Bank. Each Bank that sells a participation shall, acting solely for this purpose as an agent of the Applicant, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Bank may, without in the consent of the Applicant, the Administrative Agent or the Issuing Bank, sell participations Loans made and Reimbursement Obligations and/or Commitments held by such Lender at any time and from time to time to one or more banks or other entities (a “Participant”) in all or a portion of such Bank’s rights and obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing to it)Persons; provided that (A) no such Bank’s obligations under this Agreement participation shall remain unchanged, (B) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (C) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 12.11, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement or instrument pursuant to which a Bank sells such a participation is granted shall provide that such Bank the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Bank Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in Section 8.9(i) that affects which such Participantparticipant has an interest. Subject Any party to paragraph (c)(ii) of this Section, the Applicant agrees that each Participant which such a participation has been granted shall be entitled to have the benefits of Sections 8.1 Section 1.11, Section 10.3, and 9.15 Section 12.1 hereof (subject to the requirements and limitations therein, including the requirements under Section 12.1(g) (it being understood that the documentation required under Section 12.1(g) shall be delivered to the participating Lender)) to the same extent as if it were a Bank Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.2 as though it were a Bank, ; provided that such Participant participant (A) agrees to be subject to the provisions of Section 2.5(b12.1(g) as though if it were a Bank. an assignee under Section 12.12(a); and (bB) A Participant shall not be entitled to receive any greater payment under Section 8.1 Sections 10.3 or 8.15 12.1, with respect to any participation, than the applicable Bank its participating Lender would have been entitled to receive with respect receive, except to the participation sold extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participation. The Borrower and each Guarantor authorizes each Lender to disclose to any participant or prospective participant under this Section 12.11 any financial or other information pertaining to each Guarantor, the Borrower or any Subsidiary, provided that such Participant, unless the sale of the participation to such Participant is made with the Applicant’s prior written consent. A Participant that would participant or prospective participant shall be a Non-U.S. Bank if it were a Bank shall not be entitled subject to the benefits provisions of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, to comply with Section 8.15 as though it were a Bank. Each Bank that sells a participation shall, acting solely for this purpose as an agent of the Applicant, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary12.25.

Participants. (a) Any Bank mayLender may at any time, without the consent of the Applicantof, the or notice to, Borrower or Administrative Agent or the Issuing BankAgent, sell participations to one any Person (other than a natural Person, or more banks a holding company, investment vehicle or other entities trust for, or owned and operated for the primary benefit of, a natural Person, or Borrower or any of Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such BankLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the LC Disbursements Loans owing to it); provided that (Ai) such BankLender’s obligations under this Agreement shall remain unchanged, (Bii) such Bank Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, and (Ciii) the ApplicantBorrower, the Administrative Agent, the Issuing Bank L/C Issuers and the other Banks Lenders shall continue to deal solely and directly with such Bank Lender in connection with such BankLender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.6 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Bank Lender sells such a participation shall provide that such Bank Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Bank Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso of Section 8.9(i) 11.11 that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Applicant ▇▇▇▇▇▇▇▇ agrees that each Participant shall be entitled to the benefits of Sections 8.1 3.1 through 3.4 and 9.15 3.6 (subject to the requirements and limitations therein) to the same extent as if it were a Bank Lender and had acquired its interest by assignment pursuant Section 11.10; provided that such Participant (A) agrees to be subject to the provisions of Section 2.15 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, with respect to any participation, than its participating Lender would have been entitled to 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. Each Lender that sells a participation agrees, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.2 11.14 as though it were a Bank, Lender; provided that such Participant agrees to be subject to Section 2.5(b) 11.5 as though it were a Bank. (b) A Participant shall not be entitled to receive any greater payment under Section 8.1 or 8.15 than the applicable Bank 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 Applicant’s prior written consent. A Participant that would be a Non-U.S. Bank if it were a Bank shall not be entitled to the benefits of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, to comply with Section 8.15 as though it were a BankLender. Each Bank Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Applicant▇▇▇▇▇▇▇▇, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations Loans or other obligations under this Agreement the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank Lender shall treat each person Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participants. (a) Any Bank Lender may, without in the consent ordinary course of the Applicantits commercial banking business and in accordance with applicable law, the Administrative Agent or the Issuing Bank, at any time sell participations to one or more banks Lenders or other entities financial institutions (a “ParticipantParticipants”) participating interests in all or a portion any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such BankLender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s rights consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement (including all or a portion of its Commitment and to the LC Disbursements owing other parties to it); provided that (A) such Bank’s obligations under this Agreement shall remain unchanged, (B) such Bank Lender shall remain solely responsible to the other parties hereto for the performance thereof, and such Lender shall remain the holder of any such obligations and (C) Note for all purposes under this Agreement, and, except as provided in the Applicantimmediately following sentence, Borrower, the Administrative Agentother Lenders, the Issuing Bank and the other Banks Agent shall continue to deal solely and directly with such Bank Lender in connection with such BankLender’s rights and obligations under this Agreement. Any agreement However, any Participant that is an affiliate of any Lender shall have the right to deal directly with any other Lender and Borrower with respect to any matter that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or instrument more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C. (b) Borrower authorizes each Lender and Agent to disclose to any Participant and any prospective Participant any and all financial information in such Lender’s or Agent’s possession concerning Borrower and any of Borrower’s Subsidiaries which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries pursuant to this Agreement or which a Bank sells has been delivered to such a participation Lender or Agent by Borrower or Borrower’s Subsidiaries in connection with such Lender’s or Agent’s credit evaluation of Borrower and Borrower’s Subsidiaries prior to entering into this Agreement. Any Participant or prospective Participant shall provide that such Bank be subject to the confidentiality provisions of this Agreement. (c) Each Lender shall with respect to its Participants, if any, retain the sole right to enforce this Agreement and to approve approve, without the consent of any Participant, any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Bank will not, without the consent of the Participant, agree to Loan Documents other than any amendment, modification or waiver described with respect to any Loan or Commitment in Section 8.9(iwhich such Participant has an interest which forgives principal, interest or fees (other than Agent’s fees) that affects or reduces the interest rate or fees (other than Agent’s fees) payable with respect to any such Participant. Subject to paragraph Loan or Commitment, postpones any date fixed for any regularly scheduled payment of principal of, or interest or fees (c)(iiother than Agent’s fees) of this Sectionon, the Applicant any such Loan or Commitment or releases any Guarantor. (d) Borrower agrees that each Participant shall be entitled deemed to have the benefits rights of Sections 8.1 and 9.15 set-off provided in subsection 11.8 hereof in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it were as a Bank and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To Lender under the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.2 as though it were a BankLoan Documents, provided such Participant agrees to be subject to Section 2.5(b) as though it were a Bank. (b) A Participant that each Lender shall not be entitled to receive any greater payment under Section 8.1 or 8.15 than retain the applicable Bank would have been entitled to receive right of set-off provided in subsection 11.8 hereof with respect to the participation amount of participating interests sold to such each Participant. Lenders agree to share with each Participant, unless and each Participant, by exercising the right of set-off provided in subsection 11.8 hereof, agrees to share with each Lender, any amount received pursuant to the exercise of its right of set-off, such amounts to be shared in accordance with subsection 11.8 hereof as if each Participant were a Lender. (e) Except for the sale of participating interests as described in this subsection 11.4 and the participation assignments as described in subsection 11.7 hereof, no Lender may sell or assign its rights and interests under this Agreement without the written consent of each Lender and Borrower, provided that after the occurrence of a Default or an Event of Default that has not been waived by all Lenders, Borrower’s consent to such Participant is made with the Applicant’s prior written consent. A Participant that would be a Non-U.S. Bank if it were a Bank sale or assignment shall not be entitled to the benefits of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, to comply with Section 8.15 as though it were a Bank. Each Bank that sells a participation shall, acting solely for this purpose as an agent of the Applicant, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contraryrequired.

Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Bank may, without in the consent of the Applicant, the Administrative Agent or the Issuing Bank, sell Loans made and Reimbursement Obligations and/or Revolving Credit Commitment and/or participations in Swing Loans held by such Lender at any time and from time to time to one or more banks Persons (other than a natural Person or other entities any Borrower or Guarantor or any Affiliates or Subsidiaries of any Borrower or any Guarantor) (each, a “Participant”) in all or a portion of such Bank’s rights and obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing to it); provided that (A) no such Bank’s obligations under this Agreement participation shall remain unchanged, (B) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (C) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement, and provided further that no such participant shall have any rights under this Agreement except as provided in this Section 14.10, and the Administrative Agent shall have no obligation or responsibility to such participant. Any party to which such a participation has been granted shall have the benefits of Section 3.6 and Section 11.3 hereof but shall not be entitled to receive any greater payment under either such Section than the Lender granting such participation would have been entitled to receive with respect to the rights transferred. Any agreement or instrument pursuant to which a Bank sells any Lender may grant such a participation participating interest shall provide that such Bank Lender shall retain the sole right and responsibility to enforce this Agreement and the obligations of the Borrowers hereunder including, without limitation, the right to approve any amendment, amendment or modification or waiver of any provision of this Agreement; provided that such participation agreement or instrument may provide that such Bank Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described in Section 8.9(i) that affects such Participant. Subject to paragraph (c)(ii) of this SectionAgreement that would (A) increase the Revolving Credit Commitment of such Lender if such increase would also increase the participant’s obligations, (B) forgive any amount of or postpone the Applicant agrees that date for payment of any principal of or interest on any Loan or Reimbursement Obligation or of any fee payable hereunder in which such participant has an interest or (C) reduce the stated rate at which interest or fees accrue or other amounts payable hereunder in which such participant has an interest. The Borrowers authorize each Participant shall be entitled Lender to disclose to any participant or prospective participant under this Section 14.10 any financial or other information pertaining to the benefits of Sections 8.1 and 9.15 to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by lawBorrowers, each Participant also shall be entitled to the benefits of Section 8.2 as though it were a Bank, provided such Participant agrees to be subject to Section 2.5(b) as though it were a Bank. (b) A Participant shall not be entitled to receive any greater payment under Section 8.1 or 8.15 than the applicable Bank 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 Applicant’s prior written consent. A Participant that would be a Non-U.S. Bank if it were a Bank shall not be entitled to the benefits of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, to comply with Section 8.15 as though it were a Bank14.21 hereof. Each Bank Lender that sells a participation shall, acting solely for this purpose as an agent of the ApplicantBorrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations Loans or other obligations under this Agreement the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank Lender shall treat each person Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Bank may, without in the consent of the Applicant, the Administrative Agent or the Issuing Bank, sell Loans made and Reimbursement Obligations and/or Revolving Credit Commitment and/or participations in Swing Loans held by such Lender at any time and from time to time to one or more banks Persons (other than a natural Person or other entities any Borrower or Guarantor or any Affiliates or Subsidiaries of any Borrower or any Guarantor) (each, a “Participant”) in all or a portion of such Bank’s rights and obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing to it); provided that (A) no such Bank’s obligations under this Agreement participation shall remain unchanged, (B) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (C) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement, and provided further that no such participant shall have any rights under this Agreement except as provided in this Section 14.10, and the Administrative Agent shall have no obligation or responsibility to such participant. Any party to which such a participation has been granted shall have the benefits of Section 3.6 and Section 11.3 hereof but shall not be entitled to receive any greater payment under either such Section than the Lender granting such participation would have been entitled to receive with respect to the rights transferred. Any agreement or instrument pursuant to which a Bank sells any Lender may grant such a participation participating interest shall provide that such Bank Lender shall retain the sole right and responsibility to enforce this Agreement and the obligations of the Borrowers hereunder including, without limitation, the right to approve any amendment, amendment or modification or waiver of any provision of this Agreement; provided that such participation agreement or instrument may provide that such Bank Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described in Section 8.9(i) that affects such Participant. Subject to paragraph (c)(ii) of this SectionAgreement that would (A) increase the Revolving Credit Commitment of such Lender if such increase would also increase the participant’s obligations, (B) forgive any amount of or postpone the Applicant agrees that date for payment of any principal of or interest on any Loan or Reimbursement Obligation or of any fee payable hereunder in which such participant has an interest or (C) reduce the stated rate at which interest or fees accrue or other amounts payable hereunder in which such participant has an interest. The Borrowers authorize each Participant shall be entitled Lender to disclose to any participant or prospective participant under this Section 14.10 any financial or other information pertaining to the benefits of Sections 8.1 and 9.15 to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by lawBorrowers, each Participant also shall be entitled to the benefits of Section 8.2 as though it were a Bank, provided such Participant agrees to be subject to Section 2.5(b) as though it were a Bank. (b) A Participant shall not be entitled to receive any greater payment under Section 8.1 or 8.15 than the applicable Bank 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 Applicant’s prior written consent. A Participant that would be a Non-U.S. Bank if it were a Bank shall not be entitled to the benefits of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, to comply with Section 8.15 as though it were a Bank14.21 hereof. Each Bank Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the ApplicantBorrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations Loans or other obligations under this Agreement the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank Lender shall treat each person Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participants. Each Bank shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any in the Loans made and Reimbursement Obligations and/or Commitments held by such Bank mayat any time and from time to time, without the consent of the Applicant, the Administrative Agent or the Issuing Bank, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Bank’s rights banks, insurance companies, commercial lenders and obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing to it)other financial institutions; provided that (A) no such Bank’s obligations under this Agreement participation shall remain unchanged, (B) such relieve any Bank shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement, and provided further that no such assignee or participant shall have any rights under this Agreement except as provided in this Section 13.11, and the Agent shall have no obligation or responsibility to such participant. Any party to which such a participation has been granted shall have the benefits of Section 2.4 and Section 10.3 hereof but shall not be entitled to receive any greater payment under either such Section than the Bank granting such participation would have been entitled to receive with respect to the rights transferred. Any agreement or instrument pursuant to which a any Bank sells may grant such a participation participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce this Agreement and the obligations of the Borrower hereunder including, without limitation, the right to approve any amendment, amendment or modification or waiver of any provision of this Agreementthe Loan Documents; provided that such participation agreement or instrument may provide that such Bank will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described of the Loan Documents that would (A) increase any Commitment of such Bank if such increase would also increase the participant’s obligations, (B) forgive any amount of or postpone the date for payment of any principal of or interest on any Loan or of any fee payable hereunder in which such participant has an interest or (C) reduce the stated rate at which interest or fees accrue or other amounts payable hereunder in which such participant has an interest. The Borrower and each Guarantor authorizes each Bank to disclose to any participant or prospective participant under this Section 8.9(i) that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Applicant agrees that each Participant shall be entitled 13.11 any financial or other information pertaining to the benefits of Sections 8.1 and 9.15 to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by lawBorrower or any Guarantor, each Participant also shall be entitled to the benefits of Section 8.2 as though it were a Bank, provided such Participant agrees to be subject to Section 2.5(b) as though it were a Bank13.20 hereof. (b) A Participant shall not be entitled to receive any greater payment under Section 8.1 or 8.15 than the applicable Bank 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 Applicant’s prior written consent. A Participant that would be a Non-U.S. Bank if it were a Bank shall not be entitled to the benefits of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, to comply with Section 8.15 as though it were a Bank. Each Bank that sells a participation shall, acting solely for this purpose as an agent of the Applicant, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

Participants. (a) Any Bank mayLender may at any time, without the consent of of, or notice to, the ApplicantBorrowers, the Issuing Banks, the Swingline Lender, the Administrative Agent or the Issuing BankSustainability Structuring Agents, sell participations to one any Person (other than a natural Person (or more banks holding company, investment vehicle or other entities trust for, or owned and operated for the primary benefit of, a natural person) or the Borrowers or any of the Borrowers’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Bank’s Lender's rights and and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the LC Disbursements Loans owing to it); provided that (Ai) such Bank’s Lender's obligations under this Agreement shall remain unchangedunchanged and such Lender shall not be relieved of its obligations under the Credit Documents as a result of such participation, (Bii) such Bank Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, (iii) such Lender shall remain the holder of any such Note for all purposes of this Agreement, and (Civ) the ApplicantBorrowers, the Administrative Agent, the Issuing Bank Banks and the other Banks Lenders shall continue to deal solely and directly with such Bank Lender in connection with such Bank’s ▇▇▇▇▇▇'s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.26.3 with respect to any payments made by such Lender to its Participants. Any agreement or instrument pursuant to which a Bank Lender sells such a participation shall provide that such Bank Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Bank Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification or waiver described in Section 8.9(i) 10.3.2 and Section 10.3.3 that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Applicant agrees that each Participant shall be entitled to the benefits of Sections 8.1 and 9.15 to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.2 as though it were a Bank, provided such Participant agrees to be subject to Section 2.5(b) as though it were a Bank. (b) A Participant shall not be entitled to receive any greater payment under Section 8.1 or 8.15 than the applicable Bank 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 Applicant’s prior written consent. A Participant that would be a Non-U.S. Bank if it were a Bank shall not be entitled to the benefits of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, to comply with Section 8.15 as though it were a Bank. Each Bank that sells a participation shall, acting solely for this purpose as an agent of the Applicant, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Bank may, without in the consent of the Applicant, the Administrative Agent or the Issuing Bank, sell participations Loans made and/or Commitments held by such Lender at any time and from time to time to one or more banks or other entities (a “Participant”) in all or a portion of such Bank’s rights and obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing to it)Persons; provided that (A) no such Bank’s obligations under this Agreement participation shall remain unchanged, (B) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (C) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement or instrument pursuant to which a Bank sells such a participation is granted shall provide that such Bank the granting Lender shall retain the sole right to enforce this Agreement and responsibility to approve any amendment, modification or waiver of any provision of this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Bank Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in Section 8.9(i) that affects which such Participantparticipant has an interest. Subject Any party to paragraph (c)(ii) of this Section, the Applicant agrees that each Participant which such a participation has been granted shall be entitled to have the benefits of Section 1.12, Section 10.3 and Section 13.1 (subject to the obligations and limitations of such Sections 8.1 (and 9.15 the compliance of such participant therewith as if it were a Lender) to the same extent as if it were a Bank Lender and had acquired its interest by assignment pursuant to paragraph Section 13.12) (bit being understood that the documentation required under Section 13.1(e) of this Section. To the extent permitted by law, each Participant also shall be entitled delivered to the benefits of Section 8.2 as though it were a Bank, provided such Participant agrees to be subject to Section 2.5(b) as though it were a Bank. (b) A Participant shall not be entitled to receive any greater payment under Section 8.1 or 8.15 than Lender who sells the applicable Bank 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 Applicant’s prior written consent. A Participant that would be a Non-U.S. Bank if it were a Bank shall not be entitled to the benefits of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, to comply with Section 8.15 as though it were a Bankparticipation). Each Bank Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the ApplicantBorrower, maintain a register on which it enters the name and address of each Participant participant and the principal amounts (and stated interest) of each Participantparticipant’s interest in the Obligations Loans or other obligations under this Agreement the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank Lender shall treat each person Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Bank may, without in the consent of the Applicant, the Administrative Agent or the Issuing Bank, sell Loans made and participations in L/C Obligations and Swing Loans and/or Commitments held by such Lender at any time and from time to time to one or more banks other Persons (other than a natural Person, or other entities a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Defaulting Lender, the Borrower or any of the Borrower’s Affiliates or Subsidiaries, or a Disqualified Institutions (but only to the extent that the list of Disqualified Institutions has been made available to all Lenders), a “Participant”) in all or a portion of such Bank’s rights and obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing to it); provided that (A) no such Bank’s obligations under this Agreement participation shall remain unchanged, (B) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (C) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement, and, provided, further, that no such participant shall have any rights under this Agreement except as provided in this Section 13.11, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement or instrument pursuant to which a Bank sells such a participation is granted shall provide that such Bank the granting Lender shall retain the sole right and responsibility to enforce exercise rights under this Agreement and the other Loan Documents and to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Bank Lender will notnot agree to any modification, without amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest which requires the consent of each affected Lender pursuant to clause (i) or (ii) of the Participant, agree first proviso of Section 13.13(a) (subject to any amendment, modification or waiver described in the other provisions of Section 8.9(i13.13 including clause (b) that affects such Participantthereof). Subject to paragraph (c)(ii) of this SectionSection 13.25 hereof, the Applicant agrees Borrower authorizes each Lender to disclose to any participant or prospective participant (which, for the avoidance of doubt, shall exclude any Disqualified Institution (but only to the extent that each the list of Disqualified Institutions has been made available to all Lenders)) under this Section 13.11 any financial or other information pertaining to Holdings, any of its Restricted Subsidiaries or Unrestricted Subsidiaries. Any party which has been granted a participation shall be entitled to the benefits of Section 1.12, Section 10.3 and Section 13.4 hereof only to the extent of the benefits accruing to the Lender granting the participation if such participant is not an Affiliate or Related Fund of a Lender. Each Participant shall be entitled to the benefits of Sections 8.1 and 9.15 to the same extent Section 13.1 hereof as if it were a Bank and had acquired its interest by assignment Lender; provided, however, for the avoidance of doubt, the Borrower shall not, at any time, be obligated to pay additional amounts pursuant to paragraph (bSection 13.1(a) of with respect to any withholding tax that is imposed on amounts payable to such Participant at the time it acquires a participation in the Loans or Commitments made under this Section. To Agreement, except to the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.2 as though it were a Bank, provided that such Participant agrees to be subject to Section 2.5(b) as though it were is the Participant of a Bank. (b) A Participant shall not be Lender who was entitled to receive any greater payment under Section 8.1 or 8.15 than such additional amounts from the applicable Bank 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 Applicant’s prior written consent. A Participant that would be a Non-U.S. Bank if it were a Bank shall not be entitled to the benefits of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, to comply with Section 8.15 as though it were a BankBorrower. Each Bank Lender that sells a participation shall, acting solely for this purpose as an agent of the Applicant, shall maintain a register on which it enters records the name and address of each Participant participant and the principal amounts (and stated interest) of each Participantparticipant’s participating interest with respect to the Loans, Commitments or other interests hereunder to ensure such Loans, Commitments and other interests are in the Obligations registered form under this Agreement (the “Participant Register”Section 5f.103-1(c). The , which entries in the Participant Register shall be conclusive absent manifest error. In the event a participation is granted to a Person who does not satisfy the eligibility requirements of this Section 13.11, the Borrower shall be entitled to pursue any remedy available to it (whether at law or in equity, including specific performance to unwind such participation) against the Lender selling the participation and such Bank shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contraryparticipant.

Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Bank may, without in the consent of the Applicant, the Administrative Agent or the Issuing Bank, sell Loans made and participations in L/C Obligations and Swing Loans and/or Commitments held by such Lender at any time and from time to time to one or more banks other Persons (other than a natural Person, or other entities a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Defaulting Lender, the Borrower or any of the Borrower’s Affiliates or Subsidiaries, or a Disqualified Institutions (but only to the extent that the list of Disqualified Institutions has been made available to all Lenders), a “Participant”) in all or a portion of such Bank’s rights and obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing to it); provided that (A) no such Bank’s obligations under this Agreement participation shall remain unchanged, (B) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (C) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement, and, provided, further, that no such participant shall have any rights under this Agreement except as provided in this Section 13.11, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement or instrument pursuant to which a Bank sells such a participation is granted shall provide that such Bank the granting Lender shall retain the sole right and responsibility to enforce exercise rights under this Agreement and the other Loan Documents and to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Bank Lender will notnot agree to any modification, without amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest which requires the consent of each affected Lender pursuant to clause (i) or (ii) of the Participant, agree first proviso of Section 13.13(a) (subject to any amendment, modification or waiver described in the other provisions of Section 8.9(i13.13 including clause (b) that affects such Participantthereof). Subject to paragraph (c)(ii) of this SectionSection 13.25 hereof, the Applicant agrees Borrower authorizes each Lender to disclose to any participant or prospective participant (which, for the avoidance of doubt, shall exclude any Disqualified Institution (but only to the extent that each the list of Disqualified Institutions has been made available to all Lenders)) under this Section 13.11 any financial or other information pertaining to Holdings, any of its Restricted Subsidiaries or Unrestricted Subsidiaries. Any party which has been granted a participation shall be entitled to the benefits of Section 1.12, Section 10.3 and Section 13.4 hereof only to the extent of the benefits accruing to the Lender granting the participation if such participant is not an Affiliate or Related Fund of a Lender. Each Participant shall be entitled to the benefits of Sections 8.1 and 9.15 to the same extent Section 13.1 hereof as if it were a Bank and had acquired its interest by assignment Lender; provided, however, for the avoidance of doubt, the Borrower shall not, at any time, be obligated to pay additional amounts pursuant to paragraph (bSection 13.1(a) of with respect to any withholding tax that is imposed on amounts payable to such Participant at the time it acquires a participation in the Loans or Commitments made under this Section. To Agreement, except to the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.2 as though it were a Bank, provided that such Participant agrees to be subject to Section 2.5(b) as though it were is the Participant of a Bank. (b) A Participant shall not be Lender who was entitled to receive any greater payment under Section 8.1 or 8.15 than such additional amounts from the applicable Bank 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 Applicant’s prior written consent. A Participant that would be a Non-U.S. Bank if it were a Bank shall not be entitled to the benefits of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, to comply with Section 8.15 as though it were a BankBorrower. Each Bank Lender that sells a participation shall, acting solely for this purpose as an agent of the Applicant, shall maintain a register on which it enters records the name and address of each Participant participant and the principal amounts (and stated interest) of each Participantparticipant’s participating interest in with respect to the Obligations under this Agreement (the “Participant Register”). The Loans, Commitments or other interests hereunder, which entries in the Participant Register shall be conclusive absent manifest error. In the event a participation is granted to a Person who does not satisfy the eligibility requirements of this Section 13.11, the Borrower shall be entitled to pursue any remedy available to it (whether at law or in equity, including specific performance to unwind such participation) against the Lender selling the participation and such Bank shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contraryparticipant.

Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Bank may, without in the consent of the Applicant, the Administrative Agent or the Issuing Bank, sell participations Loans made and Reimbursement Obligations and/or Commitments held by such Lender at any time and from time to time to one or more banks or other entities Persons (other than a “Participant”) in all natural Person, or a portion holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of such Bankthe Borrower’s rights and obligations under this Agreement (including all Affiliates or a portion of its Commitment and the LC Disbursements owing to itSubsidiaries); provided that (A) no such Bank’s obligations under this Agreement participation shall remain unchanged, (B) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (C) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 12.11, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement or instrument pursuant to which a Bank sells such a participation is granted shall provide that such Bank the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Bank Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in Section 8.9(i) that affects which such Participantparticipant has an interest. Subject Any party to paragraph (c)(ii) of this Section, the Applicant agrees that each Participant which such a participation has been granted shall be entitled to have the benefits of Sections 8.1 Section 1.11, Section 10.3, and 9.15 Section 12.1 hereof (subject to the requirements and limitations therein, including the requirements under Section 12.1(g) (it being understood that the documentation required under Section 12.1(g) shall be delivered to the participating Lender)) to the same extent as if it were a Bank Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.2 as though it were a Bank, ; provided that such Participant participant (A) agrees to be subject to the provisions of Section 2.5(b12.1(g) as though if it were a Bank. an assignee under Section 12.12(a); and (bB) A Participant shall not be entitled to receive any greater payment under Section 8.1 Sections 10.3 or 8.15 12.1, with respect to any participation, than the applicable Bank its participating Lender would have been entitled to receive with respect receive, except to the participation sold extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participation. The Borrower and each Guarantor authorizes each Lender to disclose to any participant or prospective participant under this Section 12.11 any financial or other information pertaining to each Guarantor, the Borrower or any Subsidiary, provided that such Participant, unless the sale of the participation to such Participant is made with the Applicant’s prior written consent. A Participant that would participant or prospective participant shall be a Non-U.S. Bank if it were a Bank shall not be entitled subject to the benefits provisions of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, to comply with Section 8.15 as though it were a Bank. Each Bank that sells a participation shall, acting solely for this purpose as an agent of the Applicant, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary12.25.

Participants. (a) Any Bank mayLender may at any time, without the consent of the Applicantof, or notice to, the Administrative Agent Borrower or the Issuing BankAdministrative Agent, sell participations to one any Person (other than a natural Person, or more banks a holding company, investment vehicle or other entities trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such BankLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the LC Disbursements Loans owing to it); provided that (Ai) such BankLender’s obligations under this Agreement shall remain unchanged, (Bii) such Bank Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and obligations, (Ciii) the ApplicantBorrower, the Administrative Agent, the Issuing Bank Agent and the other Banks Lenders shall continue to deal solely and directly with such Bank Lender in connection with such BankLender’s rights and obligations under this Agreement, and (iv) no participation shall be sold to a Defaulting Lender, any natural person or any Disqualified Lender. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.6 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Bank Lender sells such a participation shall provide that such Bank Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Bank Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso of Section 8.9(i) 12.13 that affects such Participant. Subject Each Lender that sells a participation agrees, at the Borrower’s request and expense, to paragraph (c)(ii) use reasonable efforts to cooperate with the Borrower to effectuate the provisions of this Section, the Applicant agrees that each Participant shall be entitled Section 1.11 with respect to the benefits of Sections 8.1 and 9.15 to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to paragraph (b) of this Sectionany Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.2 12.16 as though it were a Bank, Lender; provided that such Participant agrees to be subject to Section 2.5(b) 12.7 as though it were a Bank. (b) A Participant shall not be entitled to receive any greater payment under Section 8.1 or 8.15 than the applicable Bank 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 Applicant’s prior written consent. A Participant that would be a Non-U.S. Bank if it were a Bank shall not be entitled to the benefits of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, to comply with Section 8.15 as though it were a BankLender. Each Bank Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the ApplicantBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations Loans or other obligations under this Agreement the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank Lender shall treat each person Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participants. (a) Any Bank may, without in the consent ordinary course of the Applicantits commercial banking business and in accordance with applicable law, the Administrative Agent or the Issuing Bank, at any time sell participations to one or more banks or other entities financial institutions (a “Participant”"Participants") participating interests in any Revolving Credit Loan owing to such Bank, any Note held by such Bank, any interest (including any Reimbursement Obligation) in all or a portion any Standby L/C with respect to such Bank, any Revolving Credit Loan Commitment of such Bank’s rights , or any other interest of such Bank hereunder; provided, however, that upon the sale of any participating interest the selling Bank shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that no Participant's consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Bank of participating interests to a Participant, such Bank's obligations under this Agreement (including all or a portion of its Commitment and to the LC Disbursements owing other parties to it); provided that (A) such Bank’s obligations under this Agreement shall remain unchanged, (B) such Bank shall remain solely responsible to the other parties hereto for the performance thereof, and such Bank shall remain the holder of any such obligations and (C) Note for all purposes under this Agreement, and, except as provided in the Applicantimmediately following sentence, Borrower, the Administrative Agentother Banks, the Issuing Bank and the other Banks Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s 's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Bank sells such a participation shall provide However, any Participant that such is an affiliate of any Bank shall retain have the sole right to enforce this Agreement deal directly with any other Bank and Borrower with respect to approve any amendment, modification or waiver of any provision matter that is the subject of this Agreement, and Banks and Borrower agree to deal directly with such affiliate Participant(s); provided provided, however, that each Bank needs to deal only with other Banks (and not such agreement or instrument may provide that such Bank will notother Banks' affiliate Participant(s)), without in those matters in which the consent of any one or more Banks is required. The rights set forth in the Participantimmediately preceding sentence shall apply only to Participants that are affiliates of any Bank, agree and such rights do not apply to any amendment, modification or waiver described in Section 8.9(i) Participants that affects such Participantare not affiliates of any Bank. Subject to paragraph (c)(ii) of this Section, the Applicant Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be entitled deemed to have the benefits right of Sections 8.1 and 9.15 set-off provided to Banks in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it were as a Bank and had acquired its interest by assignment pursuant to paragraph (b) of under this Section. To the extent permitted by lawAgreement, each Participant also shall be entitled to the benefits of Section 8.2 as though it were a Bank, provided such Participant agrees to be subject to Section 2.5(b) as though it were a Bank.any Note or any Standby L/C or participation in any Standby L/C. (b) A Borrower authorizes each Bank and Agent to disclose to any Participant and any prospective Participant any and all financial information in such Bank's or Agent's possession concerning Borrower and any of Borrower's Subsidiaries which has been delivered to such Bank or Agent by Borrower or Borrower's Subsidiaries pursuant to this Agreement or which has been delivered to such Bank or Agent by Borrower or Borrower's Subsidiaries in connection with such Bank's or Agent's credit evaluation of Borrower and Borrower's Subsidiaries prior to entering into this Agreement. Any Participant or prospective Participant shall be subject to the confidentiality provisions of this Agreement. (c) Except for the sale of participating interests as described in this subsection 11.4 and the assignments as described in subsection 11.7 hereof, no Bank may sell or assign its rights and interests under this Agreement without the written consent of each Bank and Borrower, provided that after the occurrence of a Default or an Event of Default that has not been waived by all Banks, Borrower's consent to such sale or assignment shall not be entitled to receive any greater payment under Section 8.1 or 8.15 than the applicable Bank 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 Applicant’s prior written consent. A Participant that would be a Non-U.S. Bank if it were a Bank shall not be entitled to the benefits of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, to comply with Section 8.15 as though it were a Bank. Each Bank that sells a participation shall, acting solely for this purpose as an agent of the Applicant, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contraryrequired.

Participants. (a) Any Bank may“Step-Up” Obligations. If for any reason the Participant or any Other Participant shall fail to pay its share of Capital Projects Installment Debt Service hereunder or under its Like-Contract, without the consent amount of the Applicantresulting Debt Service Shortfall shall be paid, collectively, by all Non-Delinquent Participants. If there is more than one Delinquent Participant, the Administrative Agent or amount of the Issuing BankDebt Service Shortfall shall be the sum of the unpaid amounts for each Delinquent Participant. When such a Debt Service Shortfall occurs, sell participations the Participant shall be required to one or more banks or other entities (increase its Contract Payments for the particular Water Year by an amount equal to its pro rata share of the Debt Service Shortfall; provided, however, that each Other Participant who is not a “Delinquent Participant shall be required by the Other Participant”) in all or a portion of such Bank’s rights and obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing Like-Contract to it); provided that (A) such Bank’s obligations under this Agreement shall remain unchanged, (B) such Bank shall remain solely responsible also contribute to the other parties hereto for the performance of such obligations and (C) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Bank sells such a participation shall provide Debt Service Shortfall so that such Bank shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Bank will not, without the consent of the Participant, agree and all of the Other Participants who are not Delinquent Participants, shall each contribute to any amendment, modification or waiver described the Debt Service Shortfall in Section 8.9(i) that affects such a proportion determined by dividing each said Non-Delinquent Participant. Subject to paragraph ’s Capital Projects Installment Debt Service share (c)(iiunder Article 16(C)(4) of this Section, the Applicant agrees that each Participant shall be entitled to Contract and the benefits Like-Contracts and as determined in the calculation of Sections 8.1 the Purchase of Reserve Water Delivery Entitlement and 9.15 to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.2 as though it were a Bank, provided such Participant agrees to be subject to Section 2.5(b) as though it were a Bank. (b) A Participant shall not be entitled to receive any greater payment under Section 8.1 or 8.15 than the applicable Bank would have been entitled to receive Reserved Capacity Fee with respect to the participation sold Participant and SMR Mutual Water Company) by the aggregate of all the Participant’s Installment Debt Service shares of all Non-Delinquent Participants, including the Participant; and provided further, that the Participant in no event shall be required under this paragraph to such Participant, unless contribute to the sale Debt Service Shortfall by an amount in any Water Year exceeding the amount which is twenty-five percent (25%) of the participation to such Participant is made with the Applicant’s prior written consent. A Participant that would be a Non-U.S. Bank if it were a Bank shall not be entitled share of Capital Projects Installment Debt Service allocated to the benefits of Section 8.15 unless Participant under Article 16(C)(4) hereof and as determined in the Applicant is notified calculation of the participation sold Purchase of Reserve Water Delivery Entitlement and Reserved Capacity Fee with respect to such the Participant and such Participant agrees, for the benefit of the Applicant, to comply with Section 8.15 as though it were a Bank. Each Bank that sells a participation shall, acting solely for this purpose as an agent of the Applicant, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrarySMR Mutual Water Company.

Participants. (a) Any Bank may, without Each Lender shall have the consent of the Applicant, the Administrative Agent or the Issuing Bank, sell right at its own cost to grant participations to one or more banks or other entities Eligible Assignees (each, a “Participant”) in all or a portion that are not natural persons; provided that no such participation shall relieve any Lender of such Bank’s rights and any of its obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing to it); provided under any Facility Loan Document or Collateral Documents and, provided, further that (A) no such Bank’s obligations under this Agreement Participant shall remain unchanged, (B) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s have any rights and obligations under this Agreement, any Facility Loan Document or Collateral Documents except as provided in this Section, and the Administrative Agent and Borrower shall have no obligation or responsibility to such Participant. Any agreement or instrument pursuant to which a Bank sells such a participation is granted shall provide that the Lender granting such Bank participation shall retain the sole right and responsibility to enforce the obligations of Borrower under this Agreement Agreement, the Facility Loan Documents and Collateral Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided , Facility Loan Documents and Collateral Documents, except that such agreement or instrument may provide that such Bank Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described in Section 8.9(i) that affects such Participant. Subject to paragraph (c)(ii) of this SectionAgreement, the Applicant agrees Facility Loan Documents or Collateral Documents that each would reduce the amount of or postpone any fixed date for payment of any Program Debt in which such participant has an interest. Any Participant to which such a participation has been granted in accordance with the terms hereof shall be entitled have the benefits comparable to the benefits funding indemnity and increased costs provisions set forth in Sections 2.3.6, 2.3.7, and 2.3.8 of Sections 8.1 and 9.15 the Facility Loan Agreement form attached hereto as Exhibit B) to the same extent as if it were a Bank Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.2 as though it were a Bank, 4.2 hereof; provided that such Participant agrees to be subject to Section 2.5(b) as though it were a Bank. (b) A Participant shall not be entitled to receive any greater payment under Section 8.1 or 8.15 the indemnification of each Facility Loan Document (which indemnification provisions are comparable to Sections 2.3.6, 2.3.7, and 2.3.8 of the Facility Loan Agreement form attached hereto as Exhibit B), with respect to any participation, than the applicable Bank its participating 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 Applicant’s prior written consent. A Participant that would be a Non-U.S. Bank if it were a Bank shall not be entitled to the benefits of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, to comply with Section 8.15 as though it were a Bank. receive. (b) Each Bank Lender that sells a participation in accordance with the terms hereof shall, acting solely for this purpose as an agent of the ApplicantBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s 's interest in the Obligations Facility Loans or other obligations under this Agreement any Facility Loan Document (the “Participant Register”). The Participant Register shall be available for inspection by Borrower. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank Lender shall treat each person Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement and each Facility Loan Document notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participants. (a) Any Bank mayEach LOC Participant, upon issuance of a Letter of Credit, shall be deemed to have purchased without the consent of the Applicant, the Administrative Agent or recourse a risk participation from the Issuing Bank, sell participations to one or more banks or other entities (a “Participant”) Lender in all or a portion such Letter of such Bank’s Credit and each LOC Document related thereto and the rights and obligations under this Agreement (including all or a portion of arising thereunder and any collateral relating thereto, in each case in an amount equal to its Commitment and Percentage of the LC Disbursements owing to it); provided that (A) such Bank’s obligations under this Agreement such Letter of Credit, and shall remain unchangedabsolutely, (B) such Bank shall remain solely responsible unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to pay to the other parties hereto for Issuing Lender therefor and discharge when due, its Commitment Percentage of the performance obligations arising under such Letter of Credit. Without limiting the scope and nature of each LOC Participant’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any such Letter of Credit, each such LOC Participant shall pay to the Issuing Lender its Commitment Percentage of such obligations and (C) unreimbursed drawing in same day funds on the Applicant, the Administrative Agent, day of notification by the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement. Any agreement or instrument Lender of an unreimbursed drawing pursuant to which a Bank sells such a participation shall provide that such Bank shall retain the sole right provisions of subsection (e) hereof. The obligation of each LOC Participant to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Bank will not, without so reimburse the consent of the Participant, agree to any amendment, modification or waiver described in Section 8.9(i) that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Applicant agrees that each Participant Issuing Lender shall be entitled to the benefits of Sections 8.1 absolute and 9.15 to the same extent as if it were a Bank unconditional and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.2 as though it were a Bank, provided such Participant agrees to be subject to Section 2.5(b) as though it were a Bank. (b) A Participant shall not be entitled to receive affected by the occurrence of a Default, an Event of Default or any greater payment under Section 8.1 other occurrence or 8.15 than event. Any such reimbursement shall not relieve or otherwise impair the applicable Bank would have been entitled to receive with respect to the participation sold to such Participant, unless the sale obligation of the participation Borrower to such Participant is made reimburse the Issuing Lender under any Letter of Credit, together with the Applicant’s prior written consent. A Participant that would be a Non-U.S. Bank if it were a Bank shall not be entitled to the benefits of Section 8.15 unless the Applicant is notified of the participation sold to such Participant interest and such Participant agrees, for the benefit of the Applicant, to comply with Section 8.15 fees as though it were a Bank. Each Bank that sells a participation shall, acting solely for this purpose as an agent of the Applicant, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contraryhereinafter provided.

Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Bank mayin the Loans made and Reimbursement Obligations and/or Commitments held by such Lender at any time and from time to time to one or more Eligible Assignees, without subject to the consent of the Applicant, Borrower (such consent not to be unreasonably withheld or delayed) unless (x) an Event of Default has occurred and is continuing at the Administrative Agent or the Issuing Bank, sell participations to one or more banks or other entities (a “Participant”) in all or a portion time of such Bank’s rights and obligations under this Agreement participation or (including all y) such participation is to a Lender, an Affiliate of a Lender or a portion of its Commitment and the LC Disbursements owing to it)an Approved Fund; provided that (A) no such Bank’s obligations under this Agreement participation shall remain unchanged, (B) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (C) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement or instrument pursuant to which a Bank sells such a participation is granted shall provide that such Bank the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Bank Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in Section 8.9(i) that affects which such Participantparticipant has an interest. Subject Any party to paragraph (c)(ii) of this Section, the Applicant agrees that each Participant which such a participation has been granted shall be entitled to the benefits of Sections 8.1 and 9.15 to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to have the benefits of Section 8.2 as though it were a Bank1.11 and Section 10.3 hereof. The Borrower authorizes each Lender to disclose to any participant or prospective participant under this Section any financial or other information pertaining to the Borrower or any Subsidiary thereof, provided that such Participant agrees participant or prospective participant shall have agreed in writing prior to be subject its receipt of such information to Section 2.5(bmaintain all such information confidential and not to disclose such information to any other Person except any such information (a) as though it were a Bank. that has become generally available to the public, (b) A Participant shall not be entitled if required or appropriate in any report, statement or testimony submitted to receive any greater payment under Section 8.1 regulatory body having or 8.15 than the applicable Bank would claiming to have been entitled jurisdiction over such Lender, (c) if required or appropriate in response to receive any summons or subpoena or in connection with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Applicant’s prior written consent. A Participant that would be a Non-U.S. Bank if it were a Bank shall not be entitled to the benefits of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, any litigation or (d) in order to comply with Section 8.15 as though it were a Bankany law, order, regulation or ruling applicable to such Lender. Each Bank Lender that sells a participation shall, acting solely for this purpose as an agent of the ApplicantBorrower, maintain a register on which it enters the name and address of each Participant participant and the principal amounts (and stated interest) of each Participantparticipant’s interest in the Obligations Loans or other obligations under this Agreement the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank Lender shall treat each person Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participants. (a) Any Bank may, without in the consent ordinary course of the Applicantits commercial banking business and in accordance with applicable law, the Administrative Agent or the Issuing Bank, at any time sell participations to one or more banks or other entities financial institutions (a “Participant”"PARTICIPANTS") participating interests in any Revolving Credit Loan owing to such Bank, any Note held by such Bank, any interest (including any Reimbursement Obligation) in all or a portion any Standby L/C with respect to such Bank, any Revolving Credit Loan Commitment of such Bank’s rights , or any other interest of such Bank hereunder; provided, however, that upon the sale of any participating interest the selling Bank shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that no Participant's consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Bank of participating interests to a Participant, such Bank's -76- 82 obligations under this Agreement (including all or a portion of its Commitment and to the LC Disbursements owing other parties to it); provided that (A) such Bank’s obligations under this Agreement shall remain unchanged, (B) such Bank shall remain solely responsible to the other parties hereto for the performance thereof, and such Bank shall remain the holder of any such obligations and (C) Note for all purposes under this Agreement, and, except as provided in the Applicantimmediately following sentence, Borrower, the Administrative Agentother Banks, the Issuing Bank and the other Banks Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s 's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Bank sells such a participation shall provide However, any Participant that such is an affiliate of any Bank shall retain have the sole right to enforce this Agreement deal directly with any other Bank and Borrower with respect to approve any amendment, modification or waiver of any provision matter that is the subject of this Agreement, and Banks and Borrower agree to deal directly with such affiliate Participant(s); provided provided, however, that each Bank needs to deal only with other Banks (and not such agreement or instrument may provide that such Bank will notother Banks' affiliate Participant(s)), without in those matters in which the consent of any one or more Banks is required. The rights set forth in the Participantimmediately preceding sentence shall apply only to Participants that are affiliates of any Bank, agree and such rights do not apply to any amendment, modification or waiver described in Section 8.9(i) Participants that affects such Participantare not affiliates of any Bank. Subject to paragraph (c)(ii) of this Section, the Applicant Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be entitled deemed to have the benefits right of Sections 8.1 and 9.15 set-off provided to Banks in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it were as a Bank and had acquired its interest by assignment pursuant to paragraph (b) of under this Section. To the extent permitted by lawAgreement, each Participant also shall be entitled to the benefits of Section 8.2 as though it were a Bank, provided such Participant agrees to be subject to Section 2.5(b) as though it were a Bank.any Note or any Standby L/C or participation in any Standby L/C. (b) A Borrower authorizes each Bank and Agent to disclose to any Participant and any prospective Participant any and all financial information in such Bank's or Agent's possession concerning Borrower and any of Borrower's Subsidiaries which has been delivered to such Bank or Agent by Borrower or Borrower's Subsidiaries pursuant to this Agreement or which has been delivered to such Bank or Agent by Borrower or Borrower's Subsidiaries in connection with such Bank's or Agent's credit evaluation of Borrower and Borrower's Subsidiaries prior to entering into this Agreement. Any Participant or prospective Participant shall be subject to the confidentiality provisions of this Agreement. (c) Except for the sale of participating interests as described in this subsection 11.4 and the assignments as described in subsection 11.7 hereof, no Bank may sell or assign its rights and interests under this Agreement without the written consent of each Bank and Borrower, provided that after the occurrence of a Default or an Event of Default that has not been waived by all Banks, Borrower's consent to such sale or assignment shall not be entitled to receive any greater payment under Section 8.1 or 8.15 than the applicable Bank 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 Applicant’s prior written consent. A Participant that would be a Non-U.S. Bank if it were a Bank shall not be entitled to the benefits of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, to comply with Section 8.15 as though it were a Bank. Each Bank that sells a participation shall, acting solely for this purpose as an agent of the Applicant, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contraryrequired.

Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Bank may, without in the consent of the Applicant, the Administrative Agent or the Issuing Bank, sell participations Loans made and Reimbursement Obligations and/or Commitments held by such Lender at any time and from time to time to one or more banks other Persons (other than a natural Person, the Borrower or other entities (a “Participant”) in all any Guarantor or a portion any Affiliate or Subsidiary of such Bank’s rights and obligations under this Agreement (including all the Borrower or a portion of its Commitment and the LC Disbursements owing to itany Guarantor); provided that (A) no such Bank’s obligations under this Agreement participation shall remain unchanged, (B) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (C) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement or instrument pursuant to which a Bank sells such a participation is granted shall provide that such Bank the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Bank Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in Section 8.9(i) that affects which such Participantparticipant has an interest. Subject Any party to paragraph (c)(ii) of this Section, the Applicant agrees that each Participant which such a participation has been granted shall be entitled to the benefits of Sections 8.1 and 9.15 to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to have the benefits of Section 8.2 as though it were a Bank, provided such Participant agrees to be subject to 1.9 and Section 2.5(b) as though it were a Bank. (b) A Participant shall not be entitled to receive any greater payment under Section 8.1 or 8.15 than the applicable Bank 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 Applicant’s prior written consent. A Participant that would be a Non-U.S. Bank if it were a Bank shall not be entitled to the benefits of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, to comply with Section 8.15 as though it were a Bank10.3 hereof. Each Bank Lender that sells a participation shall, acting solely for this purpose as an agent of the ApplicantBorrower, maintain a register on which it enters the name and address of each Participant participant and the principal amounts (and stated interest) of each Participantparticipant’s interest in the Obligations Loans or other obligations under this Agreement the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant's interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank Lender shall treat each person Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Bank may, without in the consent of the Applicant, the Administrative Agent or the Issuing Bank, sell Loans made and Reimbursement Obligations and/or Revolving Credit Commitment and/or participations in Swing Loans held by such Lender at any time and from time to time to one or more banks or other entities (a “Participant”) in all or a portion of such Bank’s rights and obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing to it)Persons; provided that (A) no such Bank’s obligations under this Agreement participation shall remain unchanged, (B) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (C) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement, and provided further that no such participant shall have any rights under this Agreement except as provided in this Section 14.11, and the Administrative Agent shall have no obligation or responsibility to such participant. Any party to which such a participation has been granted shall have the benefits of Section 3.6 and Section 11.3 hereof but shall not be entitled to receive any greater payment under either such Section than the Lender granting such participation would have been entitled to receive with respect to the rights transferred. Any agreement or instrument pursuant to which a Bank sells any Lender may grant such a participation participating interest shall provide that such Bank Lender shall retain the sole right and responsibility to enforce this Agreement and the obligations of the Borrowers hereunder including, without limitation, the right to approve any amendment, amendment or modification or waiver of any provision of this Agreement; provided that such participation agreement or instrument may provide that such Bank Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described in Section 8.9(i) that affects such Participant. Subject to paragraph (c)(ii) of this SectionAgreement that would (A) increase the Revolving Credit Commitment of such Lender if such increase would also increase the participant’s obligations, (B) forgive any amount of or postpone the Applicant agrees that date for payment of any principal of or interest on any Loan or Reimbursement Obligation or of any fee payable hereunder in which such participant has an interest or (C) reduce the stated rate at which interest or fees accrue or other amounts payable hereunder in which such participant has an interest. The Borrowers authorize each Participant shall be entitled Lender to disclose to any participant or prospective participant under this Section 14.11 any financial or other information pertaining to the benefits of Sections 8.1 and 9.15 to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by lawBorrowers, each Participant also shall be entitled to the benefits of Section 8.2 as though it were a Bank, provided such Participant agrees to be subject to Section 2.5(b) as though it were a Bank14.21 hereof. (b) A Participant shall not be entitled to receive any greater payment under Section 8.1 or 8.15 than the applicable Bank 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 Applicant’s prior written consent. A Participant that would be a Non-U.S. Bank if it were a Bank shall not be entitled to the benefits of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, to comply with Section 8.15 as though it were a Bank. Each Bank that sells a participation shall, acting solely for this purpose as an agent of the Applicant, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

Participants. Each Bank shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any in the Loans made and Reimbursement Obligations and/or Commitments and/or participations in Swing Loans held by such Bank may, without the consent of the Applicant, the Administrative Agent or the Issuing Bank, sell participations at any time and from time to time to one or more banks or other entities (a “Participant”) in all or a portion of such Bank’s rights banks, insurance companies, commercial lenders and obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing to it)other financial institutions; provided that (A) no such Bank’s obligations under this Agreement participation shall remain unchanged, (B) such relieve any Bank shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement, and provided further that no such participant shall have any rights under this Agreement except as provided in this Section 14.11, and the Agent shall have no obligation or responsibility to such participant. Any party to which such a participation has been granted shall have the benefits of Section 3.6 and Section 11.3 hereof but shall not be entitled to receive any greater payment under either such Section than the Bank granting such participation would have been entitled to receive with respect to the rights transferred. Any agreement or instrument pursuant to which a any Bank sells may grant such a participation participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce this Agreement and the obligations of the Borrower hereunder including, without limitation, the right to approve any amendment, amendment or modification or waiver of any provision of this Agreement; provided that such participation agreement or instrument may provide that such Bank will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described in Section 8.9(i) that affects such Participant. Subject to paragraph (c)(ii) of this SectionAgreement that would (A) increase any Commitment of such Bank if such increase would also increase the participant's obligations, (B) forgive any amount of or postpone the Applicant agrees that date for payment of any principal of or interest on any Loan or Reimbursement Obligation or of any fee payable hereunder in which such participant has an interest or (C) reduce the stated rate at which interest or fees accrue or other amounts payable hereunder in which such participant has an interest. The Borrower authorizes each Participant shall be entitled Bank to disclose to any participant or prospective participant under this Section 14.11 any financial or other information pertaining to the benefits of Sections 8.1 and 9.15 to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by lawBorrower, each Participant also shall be entitled to the benefits of Section 8.2 as though it were a Bank, provided such Participant agrees to be subject to Section 2.5(b) as though it were a Bank14.21 hereof. (b) A Participant shall not be entitled to receive any greater payment under Section 8.1 or 8.15 than the applicable Bank 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 Applicant’s prior written consent. A Participant that would be a Non-U.S. Bank if it were a Bank shall not be entitled to the benefits of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, to comply with Section 8.15 as though it were a Bank. Each Bank that sells a participation shall, acting solely for this purpose as an agent of the Applicant, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Bank may, without in the consent of the Applicant, the Administrative Agent or the Issuing Bank, sell Loans made and Reimbursement Obligations and/or Revolving Credit Commitment and/or participations in Swing Loans held by such Lender at any time and from time to time to one or more banks or other entities (a “Participant”) in all or a portion of such Bank’s rights banks, insurance companies, commercial lenders and obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing to it)other financial institutions; provided that (A) no such Bank’s obligations under this Agreement participation shall remain unchanged, (B) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (C) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement, and provided further that no such participant shall have any rights under this Agreement except as provided in this Section 14.11, and the Administrative Agent shall have no obligation or responsibility to such participant. Any party to which such a participation has been granted shall have the benefits of Section 3.6 and Section 11.3 hereof but shall not be entitled to receive any greater payment under either such Section than the Lender granting such participation would have been entitled to receive with respect to the rights transferred. Any agreement or instrument pursuant to which a Bank sells any Lender may grant such a participation participating interest shall provide that such Bank Lender shall retain the sole right and responsibility to enforce this Agreement and the obligations of the Borrower hereunder including, without limitation, the right to approve any amendment, amendment or modification or waiver of any provision of this Agreement; provided that such participation agreement or instrument may provide that such Bank Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described in Section 8.9(i) that affects such Participant. Subject to paragraph (c)(ii) of this SectionAgreement that would (A) increase the Revolving Credit Commitment of such Lender if such increase would also increase the participant’s obligations, (B) forgive any amount of or postpone the Applicant agrees that date for payment of any principal of or interest on any Loan or Reimbursement Obligation or of any fee payable hereunder in which such participant has an interest or (C) reduce the stated rate at which interest or fees accrue or other amounts payable hereunder in which such participant has an interest. The Borrower authorizes each Participant shall be entitled Lender to disclose to any participant or prospective participant under this Section 14.11 any financial or other information pertaining to the benefits of Sections 8.1 and 9.15 to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by lawBorrower, each Participant also shall be entitled to the benefits of Section 8.2 as though it were a Bank, provided such Participant agrees to be subject to Section 2.5(b) as though it were a Bank14.21 hereof. (b) A Participant shall not be entitled to receive any greater payment under Section 8.1 or 8.15 than the applicable Bank 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 Applicant’s prior written consent. A Participant that would be a Non-U.S. Bank if it were a Bank shall not be entitled to the benefits of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, to comply with Section 8.15 as though it were a Bank. Each Bank that sells a participation shall, acting solely for this purpose as an agent of the Applicant, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Bank mayin the Loans made and Reimbursement Obligations and/or Commitments held by such Lender at any time and from time to time to one or more Eligible Assignees, without subject to the consent of the Applicant, Borrower (such consent not to be unreasonably withheld or delayed) unless (x) an Event of Default has occurred and is continuing at the Administrative Agent or the Issuing Bank, sell participations to one or more banks or other entities (a “Participant”) in all or a portion time of such Bank’s rights and obligations under this Agreement participation or (including all y) such participation is to a Lender, an Affiliate of a Lender or a portion of its Commitment and the LC Disbursements owing to it)an Approved Fund; provided that (A) no such Bank’s obligations under this Agreement participation shall remain unchanged, (B) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (C) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement or instrument pursuant to which a Bank sells such a participation is granted shall provide that such Bank the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Bank Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in Section 8.9(i) that affects which such Participantparticipant has an interest. Subject Any party to paragraph (c)(ii) of this Section, the Applicant agrees that each Participant which such a participation has been granted shall be entitled to the benefits of Sections 8.1 and 9.15 to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to have the benefits of Section 8.2 as though it were a Bank1.11 and Section 10.3 hereof. The Borrower authorizes each Lender to disclose to any participant or prospective participant under this Section any financial or other information pertaining to the Borrower or any Subsidiary thereof, provided that such Participant agrees participant or prospective participant shall have agreed in writing prior to be subject its receipt of such information to Section 2.5(bmaintain all such information confidential and not to disclose such information to any other Person except any such information (a) as though it were a Bank. that has become generally available to the public, (b) A Participant shall not be entitled if required or appropriate in any report, statement or testimony submitted to receive any greater payment under Section 8.1 regulatory body having or 8.15 than the applicable Bank would claiming to have been entitled jurisdiction over such Lender, (c) if required or appropriate in response to receive any summons or subpoena or in connection with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Applicant’s prior written consent. A Participant that would be a Non-U.S. Bank if it were a Bank shall not be entitled to the benefits of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, any litigation or (d) in order to comply with Section 8.15 as though it were a Bank. Each Bank that sells a participation shallany law, acting solely for this purpose as an agent of the Applicantorder, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and regulation or ruling applicable to such Bank shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contraryLender.

Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Bank mayin the Loans made and Reimbursement Obligations and/or Commitments held by such Lender at any time and from time to time to one or more Eligible Assignees, without subject to the consent of the Applicant, Borrower (such consent not to be unreasonably withheld or delayed) unless (x) an Event of Default has occurred and is continuing at the Administrative Agent or the Issuing Bank, sell participations to one or more banks or other entities (a “Participant”) in all or a portion time of such Bank’s rights and obligations under this Agreement participation or (including all y) such participation is to a Lender, an Affiliate of a Lender or a portion of its Commitment and the LC Disbursements owing to it)an Approved Fund; provided that (A) no such Bank’s obligations under this Agreement participation shall remain unchanged, (B) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (C) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement or instrument pursuant to which a Bank sells such a participation is granted shall provide that such Bank the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Bank Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in Section 8.9(i) that affects which such Participantparticipant has an interest. Subject Any party to paragraph (c)(ii) of this Section, the Applicant agrees that each Participant which such a participation has been granted shall be entitled to the benefits of Sections 8.1 and 9.15 to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to have the benefits of Section 8.2 as though it were a Bank1.11, Section 10.3 and Section 13.1 hereof. The Borrower authorizes each Lender to disclose to any participant or prospective participant under this Section any financial or other information pertaining to the Borrower or any Subsidiary thereof, provided that such Participant agrees participant or prospective participant shall have agreed in writing prior to be subject its receipt of such information to Section 2.5(bmaintain all such information confidential and not to disclose such information to any other Person except any such information (a) as though it were a Bank. that has become generally available to the public, (b) A Participant shall not be entitled if required or appropriate in any report, statement or testimony submitted to receive any greater payment under Section 8.1 regulatory body having or 8.15 than the applicable Bank would claiming to have been entitled jurisdiction over such Lender, (c) if required or appropriate in response to receive any summons or subpoena or in connection with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Applicant’s prior written consent. A Participant that would be a Non-U.S. Bank if it were a Bank shall not be entitled to the benefits of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, any litigation or (d) in order to comply with Section 8.15 as though it were a Bankany law, order, regulation or ruling applicable to such Lender. Each Bank Lender that sells a participation shall, acting solely for this purpose as an agent of the ApplicantBorrower, maintain a register on which it enters the name and address of each Participant participant and the principal amounts (and stated interest) of each Participantparticipant’s interest in the Obligations Loans or other obligations under this Agreement the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank Lender shall treat each person Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participants. (a) Any Bank mayLender may at any time, without the consent of the Applicantof, or notice to, Borrower or the Administrative Agent or the Issuing BankAgent, sell participations to one any Person (other than a Defaulting Lender, a natural Person, or more banks a holding company, investment vehicle or other entities trust for, or owned and operated for the primary benefit of, a natural Person, or Borrower or any of Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such BankLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the LC Disbursements Loans owing to it); provided that (Ai) such BankLender’s obligations under this Agreement shall remain unchanged, (Bii) such Bank Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, and (Ciii) the ApplicantBorrower, the Administrative Agent, the Issuing Bank L/C Issuer and the other Banks Lenders shall continue to deal solely and directly with such Bank Lender in connection with such BankLender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.6 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Bank Lender sells such a participation shall provide that such Bank Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Bank Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso of Section 8.9(i) 11.11 that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Applicant Borrower agrees that each Participant shall be entitled to the benefits of Sections 8.1 3.1 through 3.4 and 9.15 3.6 (subject to the requirements and limitations therein) to the same extent as if it were a Bank Lender and had acquired its interest by assignment pursuant Section 11.10; provided that such Participant (A) agrees to be subject to the provisions of Section 2.14 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, with respect to any participation, than its participating Lender would have been entitled to 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. Each Lender that sells a participation agrees, at Borrower’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.14 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.2 11.14 as though it were a Bank, Lender; provided that such Participant agrees to be subject to Section 2.5(b) 11.5 as though it were a Bank. (b) A Participant shall not be entitled to receive any greater payment under Section 8.1 or 8.15 than the applicable Bank 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 Applicant’s prior written consent. A Participant that would be a Non-U.S. Bank if it were a Bank shall not be entitled to the benefits of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, to comply with Section 8.15 as though it were a BankLender. Each Bank Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the ApplicantBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations Loans or other obligations under this Agreement the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank Lender shall treat each person Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.744209099 20664705

Participants. (a) Any Bank mayLender may at any time, without the consent of the Applicantof, or notice to, the Administrative Agent Borrower or the Issuing BankAdministrative Agent, sell participations to one any Person (other than a natural Person, or more banks a holding company, investment vehicle or other entities trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such BankLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the LC Disbursements Loans owing to it); provided that (Ai) such BankLender’s obligations under this Agreement shall remain unchanged, (Bii) such Bank Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, and (Ciii) the ApplicantBorrower, the Administrative Agent, the Issuing Bank L/C Issuer and the other Banks Lenders shall continue to deal solely and directly with such Bank Lender in connection with such BankLender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.6 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Bank Lender sells such a participation shall provide that such Bank Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Bank Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso of Section 8.9(i) 11.11 that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Applicant The Borrower agrees that each Participant shall be entitled to the benefits of Sections 8.1 3.1 through 3.4 and 9.15 3.6 (subject to the requirements and limitations therein) to the same extent as if it were a Bank Lender and had acquired its interest by assignment pursuant Section 11.10; provided that such Participant (A) agrees to be subject to the provisions of Section 2.16 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, with respect to any participation, than its participating Lender would have been entitled to 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. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.16 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.2 11.14 as though it were a Bank, Lender; provided that such Participant agrees to be subject to Section 2.5(b) 11.5 as though it were a Bank. (b) A Participant shall not be entitled to receive any greater payment under Section 8.1 or 8.15 than the applicable Bank 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 Applicant’s prior written consent. A Participant that would be a Non-U.S. Bank if it were a Bank shall not be entitled to the benefits of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, to comply with Section 8.15 as though it were a BankLender. Each Bank Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the ApplicantBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations Loans or other obligations under this Agreement the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank Lender shall treat each person Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participants. (a) Any Bank mayLender may at any time, without the consent of the Applicantof, or notice to, Borrower or the Administrative Agent or the Issuing BankAgent, sell participations to one any Person (other than a Defaulting Lender, a natural Person, or more banks a holding company, investment vehicle or other entities trust for, or owned and operated for the primary benefit of, a natural Person, or Borrower or any of Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such BankLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the LC Disbursements Revolving Loans owing to it); provided that (Ai) such BankLender’s obligations under this Agreement shall remain unchanged, (Bii) such Bank Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, and (Ciii) the ApplicantBorrower, the Administrative Agent, the Issuing Bank L/C Issuer and the other Banks Lenders shall continue to deal solely and directly with such Bank Lender in connection with such BankLender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.6 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Bank Lender sells such a participation shall provide that such Bank Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Bank Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso of Section 8.9(i) 11.11 that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Applicant Borrower agrees that each Participant shall be entitled to the benefits of Sections 8.1 3.1 through 3.4 and 9.15 3.6 (subject to the requirements and limitations therein) to the same extent 739016937 20664705 as if it were a Bank Lender and had acquired its interest by assignment pursuant Section 11.10; provided that such Participant (A) agrees to be subject to the provisions of Section 2.14 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, with respect to any participation, than its participating Lender would have been entitled to 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. Each Lender that sells a participation agrees, at Borrower’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.14 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.2 11.14 as though it were a Bank, Lender; provided that such Participant agrees to be subject to Section 2.5(b) 11.5 as though it were a Bank. (b) A Participant shall not be entitled to receive any greater payment under Section 8.1 or 8.15 than the applicable Bank 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 Applicant’s prior written consent. A Participant that would be a Non-U.S. Bank if it were a Bank shall not be entitled to the benefits of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, to comply with Section 8.15 as though it were a BankLender. Each Bank Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the ApplicantBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations Revolving Loans or other obligations under this Agreement the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, Revolving Loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, Revolving Loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank Lender shall treat each person Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Bank may, without in the consent of the Applicant, the Administrative Agent or the Issuing Bank, sell Loans made and participations in L/C Obligations and Swing Loans and/or Commitments held by such Lender at any time and from time to time to one or more banks or other entities Persons (a “Participant”) in all or a portion of such Bank’s rights and obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing to itother than Disqualified Institutions); provided that (A) no such Bank’s obligations under this Agreement participation shall remain unchanged, (B) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (C) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement, and, provided, further, that no such participant shall have any rights under this Agreement except as provided in this Section 13.11, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement or instrument pursuant to which a Bank sells such a participation is granted shall provide that such Bank the granting Lender shall retain the sole right and responsibility to enforce exercise rights under this Agreement and the other Loan Documents and to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Bank Lender will notnot agree to any modification, without amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest which requires the consent of each affected Lender pursuant to clause (i) or (ii) of the Participant, agree first proviso of Section 13.13(a) (subject to any amendment, modification or waiver described in the other provisions of Section 8.9(i13.13 including clause (b) that affects such Participantthereof). Subject to paragraph (c)(ii) of this SectionSection 13.25 hereof, the Applicant agrees that Borrower authorizes each Lender to disclose to any participant or prospective participant (which, for the avoidance of doubt, shall exclude any Disqualified Institution) under this Section 13.11 any financial or other information pertaining to Holdings, any of its Subsidiaries or Unrestricted Subsidiaries. Any party which has been granted a participation shall be entitled to the benefits of Section 1.12, Section 10.3 and Section 13.4 hereof only to the extent of the benefits accruing to the Lender granting the Participation if such participant is not an Affiliate or Related Fund of a Lender. Each Participant shall be entitled to the benefits of Sections 8.1 and 9.15 to the same extent Section 13.1 hereof as if it were a Bank and had acquired its interest by assignment Lender; provided, however, for the avoidance of doubt, the Borrower shall not, at any time, be obligated to pay additional amounts pursuant to paragraph (bSection 13.1(a) of with respect to any withholding tax that is imposed on amounts payable to such Participant at the time it acquires a participation in the Loans or Commitments made under this Section. To Agreement, except to the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.2 as though it were a Bank, provided that such Participant agrees to be subject to Section 2.5(b) as though it were is the Participant of a Bank. (b) A Participant shall not be Lender who was entitled to receive any greater payment under Section 8.1 or 8.15 than such additional amounts from the applicable Bank 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 Applicant’s prior written consent. A Participant that would be a Non-U.S. Bank if it were a Bank shall not be entitled to the benefits of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, to comply with Section 8.15 as though it were a BankBorrower. Each Bank Lender that sells a participation shall, acting solely for this purpose as an agent of the Applicant, shall maintain a register on which it enters records the name and address of each Participant participant and the principal amounts (and stated interest) of each Participantparticipant’s participating interest in with respect to the Obligations under this Agreement (the “Participant Register”). The Loans, Commitments or other interests hereunder, which entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice . Notwithstanding anything herein to the contrary, no Lender shall grant participations in the Loans or Commitments to the Sponsor or any of its Affiliates that is not a Debt Fund Affiliate. Any participation made to any Person in violation of this Section 13.11 shall be void ab initio. In the event a participation is granted to a Person who does not satisfy the eligibility requirements of this Section 13.11, the Borrower shall be entitled to pursue any remedy available to it (whether at law or in equity, including specific performance to unwind such participation) against the Lender selling the participation and such participant.

Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Bank may, without in the consent of the Applicant, the Administrative Agent or the Issuing Bank, sell participations Loans made and/or Commitments held by such Lender at any time and from time to time to one or more banks or other entities (a “Participant”) in all or a portion of such Bank’s rights and obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing to it)Persons; provided that (A) no such Bank’s obligations under this Agreement participation shall remain unchanged, (B) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (C) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement or instrument pursuant to which a Bank sells such a participation is granted shall provide that such Bank the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Bank Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in Section 8.9(i) that affects which such Participantparticipant has an interest. Subject Any party to paragraph (c)(ii) of this Section, the Applicant agrees that each Participant which such a participation has been granted shall be entitled to the benefits of Sections 8.1 and 9.15 to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to have the benefits of Section 8.2 as though it were a Bank, provided such Participant agrees to be subject to 1.9 and Section 2.5(b) as though it were a Bank. (b) A Participant shall not be entitled to receive any greater payment under Section 8.1 or 8.15 than the applicable Bank 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 Applicant’s prior written consent. A Participant that would be a Non-U.S. Bank if it were a Bank shall not be entitled to the benefits of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, to comply with Section 8.15 as though it were a Bank10.3 hereof. Each Bank Lender that sells a participation shall, acting solely for this purpose as an agent of the ApplicantBorrower, maintain a register on which it enters the name and address of each Participant participant and the principal amounts (and stated interest) of each Participant’s participant's interest in the Obligations Loans or other obligations under this Agreement the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant's interest in any Commitments, Loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank Lender shall treat each person Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participants. (a) Any Bank mayFollowing the Closing Date, each Lender shall have the right at its own cost, without the consent of the Applicantof, or notice to, the Administrative Agent Borrower or the Issuing BankAdministrative Agent, to sell participations (to be evidenced by one or more agreements or certificates of participation) in the Term Loans made and/or Term Loan Commitments held by such Lender at any time and from time to time to one or more banks or other entities (a “Participant”) in all or a portion of such Bank’s rights and obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing to it)Persons; provided that (A) no such Bank’s obligations under this Agreement participation shall remain unchanged, (B) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (C) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement, and, provided, further, that no such participant shall have any rights under this Agreement except as provided in this Section, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement or instrument pursuant to which a Bank sells such a participation is granted shall provide that such Bank the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreementthe Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Loan Documents, without such participants’ consent, that would (a) reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest (provided that no participant’s consent shall be required for the rescission of any default interest imposed pursuant to Section 2.6), or (b) release all or substantially all of the Collateral or value of the Guarantees (except as otherwise provided for in the Loan Documents); for the avoidance of doubt, no participant shall have any rights with respect to waivers of defaults or Events of Default. Any party to which such a participation has been granted shall have the benefits of Section 2.9, Section 10.2 and Section 13.1 hereof; provided that such agreement or instrument may provide that such Bank will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Section 8.9(i) that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Applicant agrees that each Participant shall be entitled to the benefits of Sections 8.1 and 9.15 to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.2 as though it were a Bank, provided such Participant agrees to be subject to Section 2.5(b) as though it were a Bank. (b) A Participant participant shall not be entitled to receive any greater payment under Section 8.1 10.2 or 8.15 Section 13.1 with respect to any participation than the applicable Bank its participating Lender would have been entitled to 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. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.9 with respect to the participation sold any Participant. The Borrower authorizes each Lender to such Participant, unless the sale of the participation disclose to such Participant is made with the Applicant’s prior written consent. A Participant that would be a Non-U.S. Bank if it were a Bank shall not be entitled any participant or prospective participant under this Section any financial or other information pertaining to the benefits Borrower or any Subsidiary, subject to the provisions of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, to comply with Section 8.15 as though it were a Bank. 13.26 hereof. (b) Each Bank Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the ApplicantBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations Term Loans or other obligations under this Agreement the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank Lender shall treat each person Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Bank may, without in the consent of the Applicant, the Administrative Agent or the Issuing Bank, sell participations Loans made and Reimbursement Obligations and/or Commitments held by such Lender at any time and from time to time to one or more banks or other entities (a “Participant”) in all or a portion of such Bank’s rights and obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing to it)Persons; provided that (A) no such Bank’s obligations under this Agreement participation shall remain unchanged, (B) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (C) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement or instrument pursuant to which a Bank sells such a participation is granted shall provide that such Bank the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrowers under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Bank Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in Section 8.9(i) that affects which such Participantparticipant has an interest. Subject Any party to paragraph (c)(ii) of this Section, the Applicant agrees that each Participant which such a participation has been granted shall be entitled to the benefits of Sections 8.1 and 9.15 to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to have the benefits of Section 8.2 as though it were a Bank1.11 and Section 9.3 hereof. The Borrowers authorize each Lender to disclose to any participant or prospective participant under this Section any financial or other information pertaining to the Borrowers or any Subsidiary thereof, provided that such Participant agrees participant or prospective participant shall have agreed in writing prior to be subject its receipt of such information to Section 2.5(bmaintain all such information confidential and not to disclose such information to any other Person except any such information (a) as though it were a Bank. that has become generally available to the public, (b) A Participant shall not be entitled if required or appropriate in any report, statement or testimony submitted to receive any greater payment under Section 8.1 regulatory body having or 8.15 than the applicable Bank would claiming to have been entitled jurisdiction over such Lender, (c) if required or appropriate in response to receive any summons or subpoena or in connection with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Applicant’s prior written consent. A Participant that would be a Non-U.S. Bank if it were a Bank shall not be entitled to the benefits of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, any litigation or (d) in order to comply with Section 8.15 as though it were a Bank. Each Bank that sells a participation shallany law, acting solely for this purpose as an agent of the Applicantorder, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and regulation or ruling applicable to such Bank shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contraryLender.

Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Bank mayin the Loans made and/or Commitments held by such Lender at any time and from time to time to one or more Eligible Assignees, without subject to the consent of the Applicant, Borrower (such consent not to be unreasonably withheld or delayed) unless (x) an Event of Default has occurred and is continuing at the Administrative Agent or the Issuing Bank, sell participations to one or more banks or other entities (a “Participant”) in all or a portion time of such Bank’s rights and obligations under this Agreement participation or (including all y) such participation is to a Lender, an Affiliate of a Lender or a portion of its Commitment and the LC Disbursements owing to it)an Approved Fund; provided that (A) no such Bank’s obligations under this Agreement participation shall remain unchanged, (B) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (C) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement or instrument pursuant to which a Bank sells such a participation is granted shall provide that such Bank the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Bank Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in Section 8.9(i) that affects which such Participantparticipant has an interest. Subject Any party to paragraph (c)(ii) of this Section, the Applicant agrees that each Participant which such a participation has been granted shall be entitled to the benefits of Sections 8.1 and 9.15 to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to have the benefits of Section 8.2 as though it were a Bank1.11, Section 10.3 and Section 13.1 hereof. The Borrower authorizes each Lender to disclose to any participant or prospective participant under this Section any financial or other information pertaining to the Borrower or any Subsidiary thereof, provided that such Participant agrees participant or prospective participant shall have agreed in writing prior to be subject its receipt of such information to Section 2.5(bmaintain all such information confidential and not to disclose such information to any other Person except any such information (a) as though it were a Bank. that has become generally available to the public, (b) A Participant shall not be entitled if required or appropriate in any report, statement or testimony submitted to receive any greater payment under Section 8.1 regulatory body having or 8.15 than the applicable Bank would claiming to have been entitled jurisdiction over such Lender, (c) if required or appropriate in response to receive any summons or subpoena or in connection with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Applicant’s prior written consent. A Participant that would be a Non-U.S. Bank if it were a Bank shall not be entitled to the benefits of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, any litigation or (d) in order to comply with Section 8.15 as though it were a Bankany law, order, regulation or ruling applicable to such Lender. Each Bank Lender that sells a participation shall, acting solely for this purpose as an agent of the ApplicantBorrower, maintain a register on which it enters the name and address of each Participant participant and the principal amounts (and stated interest) of each Participantparticipant’s interest in the Obligations Loans or other obligations under this Agreement the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Commitments, Loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank Lender shall treat each person Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Bank may, without in the consent of the Applicant, the Administrative Agent or the Issuing Bank, sell participations Loans made and Reimbursement Obligations and/or Commitments held by such Lender at any time and from time to time to one or more banks or other entities Persons (other than a “Participant”) in all natural Person, or a portion holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of such Bankthe Borrower’s rights and obligations under this Agreement (including all Affiliates or a portion of its Commitment and the LC Disbursements owing to itSubsidiaries); provided that (A) no such Bank’s obligations under this Agreement participation shall remain unchanged, (B) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (C) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 12.11, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement or instrument pursuant to which a Bank sells such a participation is granted shall provide that such Bank the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Bank Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in Section 8.9(i) that affects which such Participantparticipant has an interest. Subject Any party to paragraph (c)(ii) of this Section, the Applicant agrees that each Participant which such a participation has been granted shall be entitled to have the benefits of Sections 8.1 Section 1.11, Section 10.3, and 9.15 Section 12.1 hereof (subject to the requirements and limitations therein, including the requirements under Section 12.1(g) (it being understood that the documentation required under Section 12.1(g) shall be 108 delivered to the participating Lender)) to the same extent as if it were a Bank Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.2 as though it were a Bank, ; provided that such Participant participant (A) agrees to be subject to the provisions of Section 2.5(b12.1(g) as though if it were a Bank. an assignee under Section 12.12(a); and (bB) A Participant shall not be entitled to receive any greater payment under Section 8.1 Sections 10.3 or 8.15 12.1, with respect to any participation, than the applicable Bank its participating Lender would have been entitled to receive with respect receive, except to the participation sold extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participation. The Borrower and each Guarantor authorizes each Lender to disclose to any participant or prospective participant under this Section 12.11 any financial or other information pertaining to each Guarantor, the Borrower or any Subsidiary, provided that such Participant, unless the sale of the participation to such Participant is made with the Applicant’s prior written consent. A Participant that would participant or prospective participant shall be a Non-U.S. Bank if it were a Bank shall not be entitled subject to the benefits provisions of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, to comply with Section 8.15 as though it were a Bank. Each Bank that sells a participation shall, acting solely for this purpose as an agent of the Applicant, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary12.25.

Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Bank may, without in the consent of the Applicant, the Administrative Agent or the Issuing Bank, sell participations Loans made and Reimbursement Obligations and/or Commitments held by such Lender at any time and from time to time to one or more banks other Persons (other than a natural Person, the Borrower or other entities (a “Participant”) in all any Guarantor or a portion any Affiliate or Subsidiary of such Bank’s rights and obligations under this Agreement (including all the Borrower or a portion of its Commitment and the LC Disbursements owing to itany Guarantor); provided that (A) no such Bank’s obligations under this Agreement participation shall remain unchanged, (B) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (C) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement or instrument pursuant to which a Bank sells such a participation is granted shall provide that such Bank the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreementthe Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 1.9 and Section 10.2 hereof; provided that such agreement or instrument may provide that such Bank will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Section 8.9(i) that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Applicant agrees that each Participant shall be entitled to the benefits of Sections 8.1 and 9.15 to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.2 as though it were a Bank, provided such Participant participant agrees to be subject to Section 2.5(b) 13.1 as though it were a Bank. (b) A Participant shall not be entitled to receive any greater payment under Section 8.1 or 8.15 than the applicable Bank 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 Applicant’s prior written consent. A Participant that would be a Non-U.S. Bank if it were a Bank shall not be entitled to the benefits of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, to comply with Section 8.15 as though it were a BankLender. Each Bank Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the ApplicantBorrower, maintain a register on which it enters the name and address of each Participant participant and the principal amounts (and stated interest) of each Participantparticipant’s interest in the Obligations Loans or other obligations under this Agreement the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank Lender shall treat each person Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participants. Each Bank shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any in the Loans made and Reimbursement Obligations and/or Revolving Credit Commitments (and, if relevant, Swing Line Commitment) held by such Bank may, without the consent of the Applicant, the Administrative Agent or the Issuing Bank, sell participations at any time and from time to time to one or more banks other Persons which constitute financial institutions, insurance companies or other entities (a “Participant”) in all or a portion of such Bank’s rights and obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing to it)commercial lenders; provided that (A) no such Bank’s obligations under this Agreement participation shall remain unchanged, (B) such relieve any Bank shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 14.11, and the Agent shall have no obligation or responsibility to such participant. Any agreement or instrument pursuant to which a Bank sells such a participation is granted shall provide that such the granting Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower and Guarantors under this Agreement and the other Credit Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided the Credit Documents, except that such agreement or instrument may provide that such Bank will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described of the Credit Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 8.9(i) that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Applicant agrees that each Participant 3.6 and Section 11.3 hereof; provided no participant shall be entitled to receive more under such Sections than the benefits of Sections 8.1 Bank granting such participation would have received had the participation not been granted. The Borrower and 9.15 each Guarantor authorizes each Bank to disclose to any participant or prospective participant under this Section 14.11 or to any assignee or prospective assignee under Section 14.12 hereof any financial or other information pertaining to the same extent as Borrower or any Guarantor if it were a such Bank and had acquired its interest has obtained the written agreement of such participant, prospective participant, assignee or prospective assignee to be bound by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits provisions of Section 8.2 as though it were a Bank, provided such Participant agrees to be subject to Section 2.5(b) as though it were a Bank14.18 hereof. (b) A Participant shall not be entitled to receive any greater payment under Section 8.1 or 8.15 than the applicable Bank 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 Applicant’s prior written consent. A Participant that would be a Non-U.S. Bank if it were a Bank shall not be entitled to the benefits of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, to comply with Section 8.15 as though it were a Bank. Each Bank that sells a participation shall, acting solely for this purpose as an agent of the Applicant, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Bank may, without in the consent of the Applicant, the Administrative Agent or the Issuing Bank, sell participations Loans made and Reimbursement Obligations and/or Commitments held by such Lender at any time and from time to time to one or more banks other Persons (other than a natural Person, the Borrower or other entities (a “Participant”) in all any Guarantor or a portion any Affiliate or Subsidiary of such Bank’s rights and obligations under this Agreement (including all the Borrower or a portion of its Commitment and the LC Disbursements owing to itany Guarantor); provided that (A) no such Bank’s obligations under this Agreement participation shall remain unchanged, (B) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (C) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement or instrument pursuant to which a Bank sells such a participation is granted shall provide that such Bank the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreementthe Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 1.9 and Section 10.2 hereof; provided that such agreement or instrument may provide that such Bank will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Section 8.9(i) that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Applicant agrees that each Participant shall be entitled to the benefits of Sections 8.1 and 9.15 to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.2 as though it were a Bank, provided such Participant participant agrees to be subject to Section 2.5(b) 13.1 as though it were a Bank. (b) A Participant shall not be entitled to receive any greater payment under Section 8.1 or 8.15 than the applicable Bank 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 Applicant’s prior written consent. A Participant that would be a Non-U.S. Bank if it were a Bank shall not be entitled to the benefits of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, to comply with Section 8.15 as though it were a BankLender. Each Bank Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the ApplicantBorrower, maintain a register on which it enters the name and address of each Participant participant and the principal amounts (and stated interest) of each Participantparticipant’s interest in the Obligations Loans or other obligations under this Agreement the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank Lender shall treat each person Person whose name is recorded in the Participant Register 107 748271253 as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participants. (a) Any Bank may, without in the consent ordinary course of the Applicantits commercial banking business and in accordance with applicable law, the Administrative Agent or the Issuing Bank, at any time sell participations to one or more banks or other entities financial institutions (a “Participant”"Participants") participating interests in any Revolving Credit Loan owing to such Bank, any Note held by such Bank, any interest (including any Reimbursement Obligation) in all or a portion any Standby L/C with respect to such Bank, any Revolving Credit Loan Commitment of such Bank’s rights , or any other interest of such Bank hereunder; provided, however, that upon the sale of any participating interest the selling Bank shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that no Participant's consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Bank of participating interests to a Participant, such Bank's obligations under this Agreement (including all or a portion of its Commitment and to the LC Disbursements owing other parties to it); provided that (A) such Bank’s obligations under this Agreement shall remain unchanged, (B) such Bank shall remain solely responsible to the other parties hereto for the performance thereof, and such Bank shall remain the holder of any such obligations and (C) Note for all purposes under this Agreement, and, except as provided in the Applicantimmediately following sentence, Borrower, the Administrative Agentother Banks, the Issuing Bank and the other Banks Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s 's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Bank sells such a participation shall provide However, any Participant that such is an affiliate of any Bank shall retain have the sole right to enforce this Agreement deal directly with any other Bank and Borrower with respect to approve any amendment, modification or waiver of any provision matter that is the subject of this Agreement, and Banks and Borrower agree to deal directly with such affiliate Participant(s); provided provided, however, that each Bank needs to deal only with other Banks (and not such agreement or instrument may provide that such Bank will notother Banks' affiliate Participant(s)), without in those matters in which the consent of any one or more Banks is required. The rights set forth in the Participantimmediately preceding sentence shall apply only to Participants that are affiliates of any Bank, agree and such rights do not apply to any amendment, modification or waiver described in Section 8.9(i) Participants that affects such Participantare not affiliates of any Bank. Subject to paragraph (c)(ii) of this Section, the Applicant Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be entitled deemed to have the benefits right of Sections 8.1 and 9.15 set-off provided to the same extent as if it were a Bank and had acquired Banks in this Agreement in respect of its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.2 as though it were a Bank, provided such Participant agrees to be subject to Section 2.5(b) as though it were a Bank. (b) A Participant shall not be entitled to receive any greater payment under Section 8.1 or 8.15 than the applicable Bank 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 Applicant’s prior written consent. A Participant that would be a Non-U.S. Bank if it were a Bank shall not be entitled to the benefits of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, to comply with Section 8.15 as though it were a Bank. Each Bank that sells a participation shall, acting solely for this purpose as an agent of the Applicant, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s participating interest in the Obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.amounts

Participants. (a) Any Bank mayFollowing the Closing Date, without the consent of the Applicant, the Administrative Agent or the Issuing Bank, each Lender may sell participations to one or more banks banks, financial institutions or other entities Persons (a “Participant”other than natural persons, Borrower or any of Borrower’s Affiliates or Subsidiaries) in all or a portion of such Bank’s its rights and obligations under this Agreement (including all without the consent of the Borrower, the Administrative Agent or a portion of its Commitment and the LC Disbursements owing to it)any other Person; provided that that, the participant shall not become a Lender (Abut shall, pursuant to the terms of the sale of such participation, be obligated to comply with Section 13.30 hereof as if the participant were a Lender) and (i) such BankLender’s obligations under this Agreement (including its Commitment) shall remain unchanged, (Bii) such Bank Lender shall remain solely responsible to the other parties hereto Borrower for the performance of such obligations and obligations, (Ciii) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks Borrower shall continue to deal solely and directly with such Bank Lender in connection with such Bank▇▇▇▇▇▇’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Bank sells such a participation , (iv) no participant shall provide that such Bank shall retain the sole have any right to enforce this Agreement and to approve any amendment, modification amendment or waiver of any provision of this Agreement; provided , or any consent to any departure by any Person therefrom, except that such agreement or instrument may provide that such Bank Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described of the Credit Documents, without such participant’s consent, that would (a) increase the Commitments of such participant, (b) reduce the amount of or postpone any fixed date for payment of any Obligation in Section 8.9(i) that affects which such Participant. Subject to paragraph participant has an interest (c)(ii) of this Sectionprovided that, the Applicant agrees that each Participant no participant’s consent shall be entitled required for the rescission of any default interest imposed pursuant to Section 2.8), or (c) release all or substantially all of the Collateral or value of the Guarantees (except as otherwise provided for in the Credit Documents), and for the avoidance of doubt, no participant shall have any rights with respect to waivers of defaults or Events of Default and (v) any participation shall be in a pro rata proportion of such Lenders’ rights and obligations with respect to all of the Loans and Commitments held by such Lender. Any party to which such a participation has been granted shall have the benefits of Section 2.10 and Section 11.3 hereof except that any amount paid to such party under either such section shall not exceed the amount that would have been paid to such Lender in such circumstance. Any party to which such a participation has been granted shall have the benefits and requirements of Sections 8.1 and 9.15 13.1 through 13.10 (it being understood that the documentation required under Section 13.5 shall be delivered to the participating Lender) to the same extent as if it were a Bank Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.2 as though it were a Bank, 13.18; provided that such Participant agrees to be subject to Section 2.5(b) as though it were a Bank. (b) A Participant party shall not be entitled to receive any greater payment under Section 8.1 or 8.15 Sections 13.1 through 13.8 with respect to any participation than the applicable Bank its participating Lender would have been entitled to receive with respect receive. The Borrower authorizes each Lender to disclose to any participant or prospective participant under this Section 13.17 any financial or other information pertaining to the participation sold to such ParticipantBorrower or any Subsidiary, unless the sale of the participation to such Participant is made with the Applicant’s prior written consent. A Participant that would be a Non-U.S. Bank if it were a Bank shall not be entitled subject to the benefits provisions of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, to comply with Section 8.15 as though it were a Bank13.30 hereof. Each Bank Lender that sells a participation shall, acting solely for this purpose as an a “non-fiduciary” agent of the ApplicantBorrower and each other Obligor, maintain a register on which it enters the name and address of each Participant participant and the principal amounts (and stated interest) of each Participantparticipant’s interest in the Obligations Loans or other obligations under this Agreement the Credit Documents (the “Participant Register”); provided that, no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters of credit or its other obligations under any Credit Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations and Section 1.163-5(b)(1) of the proposed United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank Lender shall treat each person Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Bank may, without in the consent of the Applicant, the Administrative Agent or the Issuing Bank, sell participations Loans made and Reimbursement Obligations and/or Commitments held by such Lender at any time and from time to time to one or more banks or other entities (a “Participant”) in all or a portion of such Bank’s rights and obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing to it)Persons; provided that (A) no such Bank’s obligations under this Agreement participation shall remain unchanged, (B) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (C) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement or instrument pursuant to which a Bank sells such a participation is granted shall provide that such Bank the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Bank Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in Section 8.9(i) that affects which such Participantparticipant has an interest. Subject Any party to paragraph (c)(ii) of this Section, the Applicant agrees that each Participant which such a participation has been granted shall be entitled to the benefits of Sections 8.1 and 9.15 to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to have the benefits of Section 8.2 as though it were a Bank1.12 and Section 10.3 hereof. The Borrower authorizes each Lender to disclose to any participant or prospective participant under this Section any financial or other information pertaining to the Borrower or any Subsidiary thereof, provided that such Participant agrees participant or prospective participant shall have agreed in writing prior to be subject its receipt of such information to Section 2.5(bmaintain all such information confidential and not to disclose such information to any other Person except any such information (a) as though it were a Bank. that has become generally available to the public. (b) A Participant shall not be entitled if required or appropriate in any report, statement or testimony submitted to receive any greater payment under Section 8.1 regulatory body having or 8.15 than the applicable Bank would claiming to have been entitled jurisdiction over such Lender, (c) if required or appropriate in response to receive any summons or subpoena or in connection with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Applicant’s prior written consent. A Participant that would be a Non-U.S. Bank if it were a Bank shall not be entitled to the benefits of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, any litigation or (d) in order to comply with Section 8.15 as though it were a Bank. Each Bank that sells a participation shallany law, acting solely for this purpose as an agent of the Applicantorder, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and regulation or ruling applicable to such Bank shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contraryLender.

Participants. Each Bank shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any in the Loans made, and/or Revolving Credit Commitment and participations in L/Cs and Reimbursement Obligations held, by such Bank mayat any time and from time to time, without the consent of the Applicantand to assign its rights under such Loans, the Administrative Agent participations in L/Cs and Reimbursement Obligations or the Issuing Bank, sell participations Notes evidencing such Loans to one or more banks or other entities (a “Participant”) in all or a portion of such Bank’s rights and obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing to it)Persons; provided that (A) no such Bank’s obligations under this Agreement participation shall remain unchanged, (B) such relieve any Bank shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement. Any , and any agreement or instrument pursuant to which such participation or assignment of a Bank sells such a participation Note or the rights thereunder is granted shall provide that such Bank the granting Lender shall retain the sole right and responsibility to enforce this Agreement and the obligations of the Company under the Loan Documents, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided thereof, except that such agreement or instrument may provide that such Bank will not, not agree without the consent of the Participant, agree such participant or assignee to any amendmentmodification, modification amendment or waiver described in Section 8.9(i) that affects such Participant. Subject to paragraph (c)(ii) of this SectionAgreement that would (A) increase any Revolving Credit Commitment of such Lender, or (B) reduce the Applicant agrees amount of or postpone the date for payment of any principal of or interest on any Loan or Reimbursement Obligation or of any fee payable hereunder in which such participant or assignee has an interest or (C) reduce the interest rate applicable to any Loan or other amount payable in which such participant or assignee has an interest or (D) release any collateral security for or guarantor for any of the Company's indebtedness, obligations and liabilities under the Loan Documents, and provided further that each Participant no such assignee or participant shall be entitled have any rights under this Agreement except as provided in this Section 11.15, and the Agent shall have no obligation or responsibility to such participant or assignee, except that nothing herein provided is intended to affect the benefits rights of Sections 8.1 and 9.15 an assignee of a Note to enforce the same extent as if it were Note assigned. Any party to which such a Bank and had acquired its interest by participation or assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also has been granted shall be entitled to have the benefits of Section 8.2 as though it were a Bank1.10, provided such Participant agrees to be subject to Section 2.5(b) as though it were a Bank. (b) A Participant 9.3 and Section 9.4 hereof but shall not be entitled to receive any greater payment under any such Section 8.1 or 8.15 than the applicable Bank granting such participation or assignment 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 Applicant’s prior written consent. A Participant that would be a Non-U.S. Bank if it were a Bank shall not be entitled to the benefits of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, to comply with Section 8.15 as though it were a Bank. Each Bank that sells a participation shall, acting solely for this purpose as an agent of the Applicant, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contraryrights transferred.

Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Bank may, without in the consent of the Applicant, the Administrative Agent or the Issuing Bank, sell Loans made and Reimbursement Obligations and/or Revolving Credit Commitment and/or participations in Swing Loans held by such Lender at any time and from time to time to one or more banks or other entities (a “Participant”) in all or a portion of such Bank’s rights banks, insurance companies, commercial lenders and obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing to it)other financial institutions; provided that (A) no such Bank’s obligations under this Agreement participation shall remain unchanged, (B) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (C) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement, and provided further that no such participant shall have any rights under this Agreement except as provided in this Section 14.11, and the Administrative Agent shall have no obligation or responsibility to such participant. Any party to which such a participation has been granted shall have the benefits of Section 3.6 and Section 11.3 hereof but shall not be entitled to receive any greater payment under either such Section than the Lender granting such participation would have been entitled to receive with respect to the rights transferred. Any agreement or instrument pursuant to which a Bank sells any Lender may grant such a participation participating interest shall provide that such Bank Lender shall retain the sole right and responsibility to enforce this Agreement and the obligations of the Borrowers hereunder including, without limitation, the right to approve any amendment, amendment or modification or waiver of any provision of this Agreement; provided that such participation agreement or instrument may provide that such Bank Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described in Section 8.9(i) that affects such Participant. Subject to paragraph (c)(ii) of this SectionAgreement that would (A) increase the Revolving Credit Commitment of such Lender if such increase would also increase the participant’s obligations, (B) forgive any amount of or postpone the Applicant agrees that date for payment of any principal of or interest on any Loan or Reimbursement Obligation or of any fee payable hereunder in which such participant has an interest or (C) reduce the stated rate at which interest or fees accrue or other amounts payable hereunder in which such participant has an interest. The Borrowers authorize each Participant shall be entitled Lender to disclose to any participant or prospective participant under this Section 14.11 any financial or other information pertaining to the benefits of Sections 8.1 and 9.15 to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by lawBorrowers, each Participant also shall be entitled to the benefits of Section 8.2 as though it were a Bank, provided such Participant agrees to be subject to Section 2.5(b) as though it were a Bank14.21 hereof. (b) A Participant shall not be entitled to receive any greater payment under Section 8.1 or 8.15 than the applicable Bank 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 Applicant’s prior written consent. A Participant that would be a Non-U.S. Bank if it were a Bank shall not be entitled to the benefits of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, to comply with Section 8.15 as though it were a Bank. Each Bank that sells a participation shall, acting solely for this purpose as an agent of the Applicant, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

Participants. Each Bank shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any in the Loans made, and/or Revolving Credit Commitment and participations in L/Cs, Bond L/Cs, Bond Reimbursement Obligations and Reimbursement Obligations held, by such Bank mayat any time and from time to time, without the consent of the Applicantand to assign its rights under such Loans, the Administrative Agent participations in L/Cs, Bond L/Cs, Bond Reimbursement Obligations and Reimbursement Obligations or the Issuing Bank, sell participations Notes evidencing such Loans to one or more banks or other entities (a “Participant”) in all or a portion of such Bank’s rights and obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing to it)Persons; provided that (A) no such Bank’s obligations under this Agreement participation shall remain unchanged, (B) such relieve any Bank shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement. Any , and any agreement or instrument pursuant to which such participation or assignment of a Bank sells such a participation Note or the rights thereunder is granted shall provide that such Bank the granting Lender shall retain the sole right and responsibility to enforce this Agreement and the obligations of the Borrowers under the Loan Documents, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided thereof, except that such agreement or instrument may provide that such Bank will not, not agree without the consent of the Participant, agree such participant or assignee to any amendmentmodification, modification amendment or waiver described in Section 8.9(i) that affects such Participant. Subject to paragraph (c)(ii) of this SectionAgreement that would (A) increase any Revolving Credit Commitment of such Bank, or (B) reduce the Applicant agrees amount of or postpone the date for payment of any principal of or interest on any Loan, Bond Reimbursement Obligation or Reimbursement Obligation or of any fee payable hereunder in which such participant or assignee has an interest or (C) reduce the interest rate applicable to any Loan or other amount payable in which such participant or assignee has an interest or (D) release any collateral security for or guarantor (if any) for any of the Borrowers’ indebtedness, obligations and liabilities under the Loan Documents, and provided further that each Participant no such assignee or participant shall be entitled have any rights under this Agreement except as provided in this Section 11.15, and the Agent shall have no obligation or responsibility to such participant or assignee, except that nothing herein provided is intended to affect the benefits rights of Sections 8.1 and 9.15 an assignee of a Note to enforce the same extent as if it were Note assigned. Any party to which such a Bank and had acquired its interest by participation or assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also has been granted shall be entitled to have the benefits of Section 8.2 as though it were a Bank1.10, provided such Participant agrees to be subject to Section 2.5(b) as though it were a Bank. (b) A Participant 9.3 and Section 9.4 hereof but shall not be entitled to receive any greater payment under any such Section 8.1 or 8.15 than the applicable Bank granting such participation or assignment 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 Applicant’s prior written consent. A Participant that would be a Non-U.S. Bank if it were a Bank shall not be entitled to the benefits of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, to comply with Section 8.15 as though it were a Bank. Each Bank that sells a participation shall, acting solely for this purpose as an agent of the Applicant, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contraryrights transferred.

Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Bank may, without in the consent of the Applicant, the Administrative Agent or the Issuing Bank, sell participations Loans made and Reimbursement Obligations and/or Commitments held by such Lender at any time and from time to time to one or more banks or other entities (a “Participant”) in all or a portion of such Bank’s rights and obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing to it)Persons; provided that (A) no such Bank’s obligations under this Agreement participation shall remain unchanged, (B) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (C) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section, and the Agent shall have no obligation or responsibility to such participant. Any agreement or instrument pursuant to which a Bank sells such a participation is granted shall provide that such Bank the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Bank Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in Section 8.9(i) that affects which such Participantparticipant has an interest. Subject Any party to paragraph (c)(ii) of this Section, the Applicant agrees that each Participant which such a participation has been granted shall be entitled to the benefits of Sections 8.1 and 9.15 to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to have the benefits of Section 8.2 as though it were a Bank8.1 and Section 8.4 hereof; provided, provided however, that Borrower shall pay no amounts under such Participant sections in excess of the amounts Borrower would have paid absent such participation. The Borrower authorizes each Lender to disclose to any participant or prospective participant under this Section any financial or other information pertaining to the Borrower or any Subsidiary; provided, however, that such participant or prospective participant agrees in writing to be subject to bound by Section 2.5(b10.24 hereof. Each Lender that grants any participation hereunder shall cause each of its participants that is not a United States person (as such term is defined in Section 7701(a)(30) as though it were a Bank. (b) A Participant shall not be entitled to receive any greater payment under Section 8.1 or 8.15 than the applicable Bank 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 Applicant’s prior written consent. A Participant that would be a Non-U.S. Bank if it were a Bank shall not be entitled to the benefits of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, Code) to comply with those Lender requirements set forth in Section 8.15 as though it were a Bank10.1(b) hereof. Each Bank Any Lender that sells grants a participation shall, acting solely for pursuant to this purpose as an agent of Section shall promptly provide the Applicant, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each person whose name is recorded in the Participant Register as the owner Borrower written notice of such participation, including the party to whom the participation for all purposes of this Agreement notwithstanding any notice to the contraryis granted.

Participants. Each Bank shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any in the Loans made, and/or Revolving Credit Commitment and participations in L/Cs, Bond L/Cs, Bond Reimbursement Obligations and Reimbursement Obligations held, by such Bank mayat any time and from time to time, without the consent of the Applicantand to assign its rights under such Loans, the Administrative Agent participations in L/Cs, Bond L/Cs, Bond Reimbursement Obligations and Reimbursement Obligations or the Issuing Bank, sell participations Notes evidencing such Loans to one or more banks or other entities (a “Participant”) in all or a portion of such Bank’s rights and obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing to it)Persons; provided that (A) no such Bank’s obligations under this Agreement participation shall remain unchanged, (B) such relieve any Bank shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement. Any , and any agreement or instrument pursuant to which such participation or assignment of a Bank sells such a participation Note or the rights thereunder is granted shall provide that such Bank the granting Lender shall retain the sole right and responsibility to enforce this Agreement and the obligations of the Company under the Loan Documents, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided thereof, except that such agreement or instrument may provide that such Bank will not, not agree without the consent of the Participant, agree such participant or assignee to any amendmentmodification, modification amendment or waiver described in Section 8.9(i) that affects such Participant. Subject to paragraph (c)(ii) of this SectionAgreement that would (A) increase any Revolving Credit Commitment of such Lender, or (B) reduce the Applicant agrees amount of or postpone the date for payment of any principal of or interest on any Loan, Bond Reimbursement Obligation or Reimbursement Obligation or of any fee payable hereunder in which such participant or assignee has an interest or (C) reduce the interest rate applicable to any Loan or other amount payable in which such participant or assignee has an interest or (D) release any collateral security for or guarantor for any of the Company’s indebtedness, obligations and liabilities under the Loan Documents, and provided further that each Participant no such assignee or participant shall be entitled have any rights under this Agreement except as provided in this Section 11.15, and the Agent shall have no obligation or responsibility to such participant or assignee, except that nothing herein provided is intended to affect the benefits rights of Sections 8.1 and 9.15 an assignee of a Note to enforce the same extent as if it were Note assigned. Any party to which such a Bank and had acquired its interest by participation or assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also has been granted shall be entitled to have the benefits of Section 8.2 as though it were a Bank1.10, provided such Participant agrees to be subject to Section 2.5(b) as though it were a Bank. (b) A Participant 9.3 and Section 9.4 hereof but shall not be entitled to receive any greater payment under any such Section 8.1 or 8.15 than the applicable Bank granting such participation or assignment 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 Applicant’s prior written consent. A Participant that would be a Non-U.S. Bank if it were a Bank shall not be entitled to the benefits of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, to comply with Section 8.15 as though it were a Bank. Each Bank that sells a participation shall, acting solely for this purpose as an agent of the Applicant, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contraryrights transferred.

Participants. (a) Any Bank may, without Subject to the consent approval of the ApplicantExamining Authority, each Lender shall have the Administrative Agent right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Issuing Bank, sell participations Revolving Loans made and/or Revolving Credit Commitments held by such Lender at any time and from time to time to one or more banks or other entities Persons (each, a “Participant”) in all or a portion of such Bank’s rights and obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing to it); provided that (A) no such Bank’s obligations under this Agreement participation shall remain unchanged, (B) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (C) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement, and, provided, further that no such Participant shall have any rights under this Agreement except as provided in this Section, and the Administrator shall have no obligation or responsibility to such Participant, and such Participant further shall deliver a signed disclosure statement in such form as approved by FINRA. Any agreement or instrument pursuant to which a Bank sells such a participation is granted shall provide that such Bank the granting Lender shall retain the sole right and responsibility to enforce the obligations of Broker/Dealer under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Bank Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in Section 8.9(i) that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Applicant agrees that each Participant shall be entitled to the benefits of Sections 8.1 and 9.15 to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.2 as though it were a Bank, provided which such Participant agrees to be subject to Section 2.5(b) as though it were a Bank. (b) A Participant shall not be entitled to receive any greater payment under Section 8.1 or 8.15 than the applicable Bank 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 Applicant’s prior written consent. A Participant that would be a Non-U.S. Bank if it were a Bank shall not be entitled to the benefits of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, to comply with Section 8.15 as though it were a Bankhas an interest. Each Bank Lender that sells a participation shall, acting solely for this purpose as an agent of the Applicant, shall maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations Revolving Loans or other obligations under this Agreement the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except (i) the Broker/Dealer or (ii) to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5fl.3-l(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank Lender shall treat each person Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrator (in its capacity as Administrator) shall have no responsibility for maintaining a Participant Register.

Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Bank may, without in the consent of the Applicant, the Administrative Agent or the Issuing Bank, sell participations Loans made and Reimbursement Obligations and/or Commitments held by such Lender at any time and from time to time to one or more banks or other entities Persons (a “Participant”) in all or a portion of such Bank’s rights other than the Parent, the Borrower and obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing to ittheir Subsidiaries); provided that (A) no such Bank’s obligations under this Agreement participation shall remain unchanged, (B) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (C) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 13.12, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement or instrument pursuant to which a Bank sells such a participation is granted shall provide that such Bank the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrowers under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Bank Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in Section 8.9(i) that affects which such Participantparticipant has an interest. Subject Any party to paragraph (c)(ii) of this Section, the Applicant agrees that each Participant which such a participation has been granted shall be entitled to have the benefits of Sections 8.1 Section 1.12 and 9.15 Section 10.3 hereof (but to the same extent as if the Lender from which it were a Bank and had acquired purchases its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be participation is entitled to the benefits of Section 8.2 as though it were a Bank, provided such Participant agrees to be subject to Section 2.5(b) as though it were a Bank. (b) A Participant shall not be entitled to receive any greater payment under Section 8.1 or 8.15 than the applicable Bank 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 Applicant’s prior written consent. A Participant that would be a Non-U.S. Bank if it were a Bank shall not be entitled to the benefits of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, to comply with Section 8.15 as though it were a Bankbenefits). Each Bank Lender that sells a participation shall, acting solely for this purpose as an agent of the ApplicantBorrowers, maintain a register on which it enters the name and address of each Participant participant and the principal amounts (and stated interest) of each Participantparticipant’s interest in the Obligations Loans or other obligations under this Agreement the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant's interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank Lender shall treat each person Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participants. Each Bank shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any in the Loans made, and/or Revolving Credit Commitment and participations in L/Cs, Bond L/Cs, Bond Reimbursement Obligations and Reimbursement Obligations held, by such Bank mayat any time and from time to time, without the consent of the Applicantand to assign its rights under such Loans, the Administrative Agent participations in L/Cs, Bond L/Cs, Bond Reimbursement Obligations and Reimbursement Obligations or the Issuing Bank, sell participations Notes evidencing such Loans to one or more banks or other entities (a “Participant”) in all or a portion of such Bank’s rights and obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing to it)Persons; provided that (A) no such Bank’s obligations under this Agreement participation shall remain unchanged, (B) such relieve any Bank shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement. Any , and any agreement or instrument pursuant to which such participation or assignment of a Bank sells such a participation Note or the rights thereunder is granted shall provide that such Bank the granting Lender shall retain the sole right and responsibility to enforce this Agreement and the obligations of the Company under the Loan Documents, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided thereof, except that such agreement or instrument may provide that such Bank will not, not agree without the consent of the Participant, agree such participant or assignee to any amendmentmodification, modification amendment or waiver described in Section 8.9(i) that affects such Participant. Subject to paragraph (c)(ii) of this SectionAgreement that would (A) increase any Revolving Credit Commitment of such Lender, or (B) reduce the Applicant agrees amount of or postpone the date for payment of any principal of or interest on any Loan, Bond Reimbursement Obligation or Reimbursement Obligation or of any fee payable hereunder in which such participant or assignee has an interest or (C) reduce the interest rate applicable to any Loan or other amount payable in which such participant or assignee has an interest or (D) release any collateral security for or guarantor for any of the Company's indebtedness, obligations and liabilities under the Loan Documents, and provided further that each Participant no such assignee or participant shall be entitled have any rights under this Agreement except as provided in this Section 11.15, and the Agent shall have no obligation or responsibility to such participant or assignee, except that nothing herein provided is intended to affect the benefits rights of Sections 8.1 and 9.15 an assignee of a Note to enforce the same extent as if it were Note assigned. Any party to which such a Bank and had acquired its interest by participation or assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also has been granted shall be entitled to have the benefits of Section 8.2 as though it were a Bank1.10, provided such Participant agrees to be subject to Section 2.5(b) as though it were a Bank. (b) A Participant 9.3 and Section 9.4 hereof but shall not be entitled to receive any greater payment under any such Section 8.1 or 8.15 than the applicable Bank granting such participation or assignment 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 Applicant’s prior written consent. A Participant that would be a Non-U.S. Bank if it were a Bank shall not be entitled to the benefits of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, to comply with Section 8.15 as though it were a Bank. Each Bank that sells a participation shall, acting solely for this purpose as an agent of the Applicant, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contraryrights transferred.

Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Bank may, without in the consent of the Applicant, the Administrative Agent or the Issuing Bank, sell participations Loans made and/or Commitments held by such Lender at any time and from time to time to one or more banks or other entities Persons (a “Participant”) in all or a portion of such Bank’s rights and obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing to itother than natural persons); provided that (A) no such Bank’s obligations under this Agreement participation shall remain unchanged, (B) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (C) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 13.10, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement or instrument pursuant to which a Bank sells such a participation is granted shall provide that such Bank the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Bank Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in Section 8.9(i) that affects which such Participantparticipant has an interest. Subject Any party to paragraph (c)(ii) of this Section, the Applicant agrees that each Participant which such a participation has been granted shall be entitled to the benefits of Sections 8.1 and 9.15 to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to have the benefits of Section 8.2 as though it were a Bank1.10 and Section 10.3 hereof; provided, provided such Participant agrees to that any payment shall be subject to Section 2.5(b) as though it were a Bank. (b) A Participant shall not be entitled to receive any greater payment under Section 8.1 or 8.15 than the applicable Bank would have been entitled to receive with respect limited to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Applicant’s prior written consent. A Participant amount that would be a Non-U.S. Bank if it were a Bank shall not be entitled payable to the benefits of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, to comply with Section 8.15 as though it Lender if there were a Bankno participation. Each Bank Lender that sells a participation shall, acting solely for this purpose as an agent of the ApplicantBorrower, maintain a register on which it enters the name and address of each Participant participant and the principal amounts (and stated interest) of each Participantparticipant’s interest in the Obligations Loans or other obligations under this Agreement the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Commitments, Loans, or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank Lender shall treat each person Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participants. Each Bank shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any in the Term Loans made, and/or Term Credit Commitment and participations in the Bond L/C and Reimbursement Obligations held, by such Bank mayat any time and from time to time, without and to assign its rights under such Term Loans, participations in the consent of the Applicant, the Administrative Agent Bond L/C and Reimbursement Obligations or the Issuing Bank, sell participations Notes evidencing such Loans to one or more banks or other entities (a “Participant”) in all or a portion Persons; PROVIDED that no such participation shall relieve any Bank of such Bank’s rights and obligations under this Agreement (including all or a portion any of its Commitment and the LC Disbursements owing to it); provided that (A) such Bank’s obligations under this Agreement shall remain unchanged, (B) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement. Any , and any agreement or instrument pursuant to which such participation or assignment of a Bank sells such a participation Note or the rights thereunder is granted shall provide that such the granting Bank shall retain the sole right and responsibility to enforce this Agreement and the obligations of the Company under the Loan Documents, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided thereof, except that such agreement or instrument may provide that such Bank will not, not agree without the consent of the Participant, agree such participant or assignee to any amendmentmodification, modification amendment or waiver described in Section 8.9(i) that affects such Participant. Subject to paragraph (c)(ii) of this SectionAgreement that would (A) increase any Term Credit Commitment of such Lender, or (B) reduce the Applicant agrees amount of or postpone the date for payment of any principal of or interest on any Term Loan or Reimbursement Obligation or of any fee payable hereunder in which such participant or assignee has an interest, or (C) reduce the interest rate applicable to any Term Loan or other amount payable in which such participant or assignee has an interest or (D) release any collateral security for or guarantor for any of the Company's indebtedness, obligations and liabilities under the Loan Documents, and provided further that each Participant no such assignee or participant shall be entitled have any rights under this Agreement except as provided in this Section 11.15, and the Agent shall have no obligation or responsibility to such participant or assignee, except that nothing herein provided is intended to affect the benefits rights of Sections 8.1 and 9.15 an assignee of a Note to enforce the same extent as if it were Note assigned. Any party to which such a Bank and had acquired its interest by participation or assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also has been granted shall be entitled to have the benefits of Section 8.2 as though it were a Bank1.10, provided such Participant agrees to be subject to Section 2.5(b) as though it were a Bank. (b) A Participant 9.3 and Section 9.4 hereof but shall not be entitled to receive any greater payment under any such Section 8.1 or 8.15 than the applicable Bank granting such participation or assignment 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 Applicant’s prior written consent. A Participant that would be a Non-U.S. Bank if it were a Bank shall not be entitled to the benefits of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, to comply with Section 8.15 as though it were a Bank. Each Bank that sells a participation shall, acting solely for this purpose as an agent of the Applicant, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contraryrights transferred.