Common use of Participations Clause in Contracts

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrowers or any of the Borrowers’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the Borrowers, the Administrative Agent, the Lenders and the Issuing Banks shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 9.02(b)(i) that affects such Participant. Subject to subsection (e) of this Section 9.04, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15 (subject to the requirements and limitations of such sections and Section 2.17) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 9.04. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Sections 2.16 and 2.17 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts and interest thereon of each Participant’s interest in the Loans or other obligations under this Agreement (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 in connection with a Tax audit or other proceeding to establish that any loans are in registered form for U.S. federal income tax purposes. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers or Borrower, the Administrative Agent, any Issuing Bank or the Swingline Lender, sell participations to any Person (other than a natural personPerson, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a Defaulting Lender natural Person, or the Borrowers Borrower or any of the Borrowers’ Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment Commitments and/or the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdingsthe Parent, the BorrowersBorrower, the Administrative Agent, the Lenders Issuing Banks and the Issuing Banks Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to (v) increase such Lender’s Commitment, (w) extend the date fixed for the payment of principal on the Loans or portions thereof owing to such Lender, (x) reduce the rate at which interest is payable thereon, or (y) release any amendmentGuarantor from its Obligations under the Guaranty except as contemplated by Section 7.14(d), waiver or other modification described in Section 9.02(b)(i) each case, as applicable to that affects portion of such ParticipantLender’s rights and/or obligations that are subject to the participation. Subject to subsection (e) of this Section 9.04, the Borrowers agree The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.133.10, 2.14 and 2.15 4.1, 4.4 (subject to the requirements and limitations of such sections and therein, including the requirements under Section 2.173.10(g) (it being understood that the documentation required under Section 3.10(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 9.044.6 as if it were an assignee under subsection (b) of this Section; and (B) shall not be entitled to receive any greater payment under Section 4.1 or Section 3.10, 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 Regulatory Change 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 4.6 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 12.3 as though it were a Lender, ; provided that such Participant agrees to be subject to Sections 2.16 and 2.17 Section 3.3 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the 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 in connection with a Tax audit or other proceeding to establish that any loans are such commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to any Person (other than a natural personPerson, a Defaulting Lender or the Borrowers or any of the Borrowers’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements Obligations and/or Swingline Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the Borrowers, the Administrative Agent, the Lenders and the Issuing Banks L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 9.02(b)(i11.01(a) that directly affects such Participant (it being understood that (i) any vote to rescind any acceleration made pursuant to Section 9.02 of amounts owing with respect to the Loans and other Obligations and (ii) any modifications of the provisions relating to amounts, timing or application of prepayments of Loans and other Obligations shall not require the approval of such Participant). Subject to subsection (e) of this Section 9.0411.06(f), the Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.133.01, 2.14 3.04 and 2.15 3.05 to the same extent (subject to the requirements and limitations in those Sections, including timely delivery of such sections and forms pursuant to Section 2.173.01) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 9.04(it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation); provided that such Participant agrees to be subject to the provisions of Sections 3.06 and 11.14 as if it were an assignee under paragraph (b) of this Section. Each Lender that sells a participation agrees, at the Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrowers to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were a Lender, ; provided that such Participant agrees to be subject to Sections 2.16 and 2.17 Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the 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 in connection with a Tax audit or other proceeding to establish that any loans are such commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest demonstrable error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Lender may at any time, upon written notice to the Borrower but without the consent of, or notice to, of the Borrowers Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender Person or the Borrowers Borrower or any of the Borrowers’ Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, and (iii) Holdings, the BorrowersBorrower, the Administrative Agent, the Lenders and the Issuing Banks and Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.9 and Section 10.13(c) with respect to any participation interests sold by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver or other modification described in Section 9.02(b)(i10.11(i) (A), (B) or (C) that directly and adversely affects such Participant. Subject to subsection (e) of this Section 9.04, the Borrowers agree The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.132.11, 2.14 2.15, 3.3, and 2.15 8.3 (subject to the requirements and limitations of such sections and therein, including the requirements under Section 2.173.3(g) (it being understood that the documentation required under Section 3.3(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection Section 10.10(a); provided that such Participant (bA) agrees to be subject to the provisions of this Section 9.048.4 and Section 8.6 as if it were an assignee under Section 10.10(a); and (B) shall not be entitled to receive any greater payment under Sections 2.15, 3.3 or 8.3 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 8.6 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.6 as though it were a Lender, ; provided that such Participant also agrees to be subject to Sections 2.16 and 2.17 Section 10.6 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary an agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the Loans or and other obligations 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 commitmentsCommitments, loansLoans, letters Letters of credit Credit or its other obligations Obligations under any Loan Credit Document) to any Person except to the extent that such disclosure is necessary in connection with a Tax audit or other proceeding to establish that any loans are such Commitment, Loan, Letter of Credit or other Obligation is in registered form for U.S. federal income tax purposesunder 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 participating Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender Person or the Borrowers Borrower or any of the Borrowers’ Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, and (iii) Holdings, the BorrowersBorrower, the Administrative Agent, the Issuing Bank and Lenders and the Issuing Banks shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 2.18(c) with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver decreasing any fees payable to such Participant hereunder or the amount of principal of or the rate at which interest is payable on the Loans in which such Participant has an interest, extending any scheduled principal payment date or date fixed for the payment of interest on the Loans in which such Participant has an interest, increasing or extending the Commitments in which such Participant has an interest or releasing any Subsidiary Guarantor (other modification described than in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 9.02(b)(i6.04) that affects such Participantor all or substantially all of the Collateral. Subject to subsection (e) of this Section 9.04, the Borrowers agree The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15 (subject to the requirements and limitations of such sections and Section 2.172.13(a) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection paragraph (b) of this Section 9.049.03; provided that such Participant agrees to be subject to the provisions of Sections 2.13(b) and 2.13(c) as if it were an assignee under paragraph (b) of this Section 9.03. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 9.05 as though it were a Lender, ; provided that such Participant agrees to be subject to Sections 2.16 and Section 2.17 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary an agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant participant and the principal amounts (and interest thereon stated interest) of each Participantparticipant’s interest in the Loans or other obligations under this Agreement (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 in connection with a Tax audit or other proceeding to establish that any loans are in registered form for U.S. federal income tax purposes. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers or Borrower, the Administrative Agent, the Swingline Lender or the L/C Issuer, sell participations to any Person (other than a natural person, a Defaulting Lender Lender, an Ineligible Institution or the Borrowers Borrower or any of the Borrowers’ Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in Swingline Obligations and L/C Disbursements and/or Swingline LoansObligations) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and obligations, (iii) Holdings, the BorrowersBorrower, the Administrative Agent, the Lenders Lenders, the Swingline Lender and the Issuing Banks L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and (iv) such Participant must agree to be bound by Section 10.7. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 9.02(b)(i) 10.1 that affects delays or reduces any payment to such Participant. Subject to subsection (eg) of this Section 9.04Section, the Borrowers agree Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.133.1, 2.14 3.4 and 2.15 3.5 (subject to the requirements and limitations of such sections and Section 2.17therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (bSection 10.6(b); provided such Participant agrees to be subject to the provisions of Section 3.6 as if it were an assignee under Section 10.6(b) of this and agrees to deliver the documentation required under Section 9.043.1(e). To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.8 as though it were a Lender, provided such Participant agrees to be subject to Sections 2.16 and 2.17 Section 2.12 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement the Loan Documents (the 134 “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 in connection with a Tax audit or other proceeding to establish that any loans are such commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers Borrower or the Administrative Agent, sell participations to any Person (other than a natural personPerson, a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, any Person that is a Defaulting Lender Lender, or the Borrowers Borrower or any of the Borrowers’ Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Revolving Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the BorrowersBorrower, the Administrative Agent, the Lenders Issuing Banks and the Issuing Banks Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment(w) increase such Lender’s Commitment, (x) extend the date fixed for the payment of principal on the Loans or portions thereof owing to such Lender, (y) reduce the rate at which interest is payable thereon (other than a waiver of default interest and changes in the calculation of the Total Leverage Ratio that may indirectly affect pricing) or other modification described (z) release all or substantially all of the Guarantors from their Obligations under the Guaranty or the Pledge Agreement, as the case may be, except as contemplated by Section 8.12.(b) or 8.12.(c), in Section 9.02(b)(i) each case, as applicable to that affects portion of such ParticipantLender’s rights and/or obligations that are subject to the participation. Subject to subsection (e) of this Section 9.04, the Borrowers agree The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.133.10., 2.14 and 2.15 5.1., 5.4. (subject to the requirements and limitations of such sections and therein, including the requirements under Section 2.173.10.(g) (it being understood that the documentation required under Section 3.10.(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 9.045.6. as if it were an assignee under subsection (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 5.1. or 3.10., with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such 121 entitlement to receive a greater payment results from a Regulatory Change 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 5.6. with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 13.3. as though it were a Lender, ; provided that such Participant agrees to be subject to Sections 2.16 and 2.17 Section 3.3. as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the 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 in connection with a Tax audit or other proceeding to establish that any loans are such commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers Borrower or the Administrative Agent, sell participations to any Person (other than a natural personPerson, a Defaulting Lender or the Borrowers Borrower or any of the Borrowers’ Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the BorrowersBorrower, the Administrative Agent, the Lenders Agent and the Issuing Banks other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (i) through (viii) of Section 9.02(b)(i11.01(a) that affects such Participant. Subject to subsection (e) of this Section 9.04, the Borrowers agree The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15 (subject to the requirements and limitations of such sections and Section 2.17) 3.01 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 9.04so long as such Participant complies with the obligations set forth in Article III with respect thereto (including the requirements under Section 3.01(c), it being understood that the documentation required under Section 3.01(c) shall be delivered to the participating Lender). To the fullest extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were a Lender; provided, provided that such Participant agrees to be subject to Sections 2.16 and 2.17 Section 2.10 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary an agent of the BorrowersBorrower (and such agency being solely for tax purposes), maintain a register on which it enters the name and address of each Participant and the principal amounts and interest thereon of each Participant’s interest in the Loans or other obligations under this Agreement Obligations (the each, a “Participant Register”); provided that provided, that, no Lender shall have any obligation to disclose all or any portion of the its Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit loans or its other obligations under any Loan DocumentDocuments) to any Person except to the extent that such disclosure is necessary in connection with a Tax audit or other proceeding to establish that any loans are such commitment, loan or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the Treasury Regulations. The entries in the Participant Register Registers shall be conclusive absent manifest error, error and such each Lender shall treat each person Person whose name is recorded in the its Participant Register as the Participant 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 any Participant Register.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers Parent, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person, the Borrower, a Defaulting Lender or the Borrowers or any of the Borrowers’ their respective Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdingsthe Parent, the BorrowersBorrower, the Administrative Agent, the Lenders Issuing Banks and the Issuing Banks Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to (w) increase such Lender’s Commitment, (x) extend the date fixed for the payment of principal on the Loans or portions thereof owing to such Lender, (y) reduce the rate at which interest is payable thereon or (z) release any amendmentGuarantor from its Obligations under the Guaranty except as contemplated by Section 8.13.(b), waiver or other modification described in Section 9.02(b)(i) each case, as applicable to that affects portion of such ParticipantLender’s rights and/or obligations that are subject to the participation. Subject to subsection (e) of this Section 9.04, the Borrowers agree The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.133.10., 2.14 and 2.15 5.1., 5.4. (subject to the requirements and limitations of such sections and therein, including the requirements under Section 2.173.10.(g) (it being understood that the documentation required under Section 3.10.(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 9.045.8. as if it were an assignee under subsection (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 5.1. or 3.10., 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 Regulatory Change 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 5.8. with respect to any Participant. To the extent permitted by Applicable Law, each Participant also shall be entitled to the benefits of Section 9.08 13.3. as though it were a Lender, provided such Participant agrees to be subject to Sections 2.16 and 2.17 Section 3.3. as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the 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 in connection with a Tax audit or other proceeding to establish that any loans are such commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.notwithstanding

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers any Borrower Party, Funding Agent, Letter of Credit Issuer, Swingline Lender or the Administrative Agent, sell participations to any Person that is a Qualified Purchaser (other than a natural person, a Defaulting Lender, a Disqualified Lender or the Borrowers a Borrower Party or any of the Borrowers’ Affiliates Affiliate or SubsidiariesSubsidiary thereof) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Credit Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements and/or Letter of Credit Liability and Swingline Loans) owing to it); provided that any Committed Lender may sell a participation in its rights and obligations hereunder only with the written consent of the Conduit Lender(s) in its Lender Group, and provided, further that: (i) such Lender’s obligations under this Credit Agreement shall remain unchanged, ; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations; and (iii) Holdingseach Borrower Party, the Borrowers, the Administrative each Agent, the Letter of Credit Issuer, the Swingline Lenders and the Issuing Banks other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Credit Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 13.06(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Credit Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsCredit Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the second proviso of Section 9.02(b)(i) 13.01 that directly affects such Participant. Subject to subsection (e) of this Section 9.04, the Borrowers agree Xxxxxxxx agrees that each Participant shall be entitled to the benefits of Sections 2.134.01, 2.14 4.04, and 2.15 (subject to the requirements and limitations of such sections and Section 2.17) 4.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection clause (b) of this Section 9.04. To 13.11 (it being understood that the extent permitted by Law, each Participant also documentation required under Section 4.01(e) shall be entitled delivered to the benefits of Section 9.08 Lender who sells the participation) to the same extent as though if it were a Lender, Lender 4879-7367-7649 v.18 and had acquired its interest by assignment pursuant to clause (b) of this Section 13.11; provided that such Participant Participant: (A) agrees to be subject to the provisions of Sections 2.16 and 2.17 as though it were a Lender. Each Lender that sells a participation shall4.01, acting solely for this purpose as a non-fiduciary agent of the Borrowers4.06, maintain a register on which it enters the name and address of each Participant and the principal amounts and interest thereon of each Participant’s interest in the Loans or other obligations under this Agreement (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 in connection with a Tax audit or other proceeding to establish that any loans are in registered form for U.S. federal income tax purposes. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the Participant 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.13.11 and

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers Borrower or the Administrative Agent, sell participations to any Person bank or other financial institution (other than but in no event to a natural person, a Defaulting Lender Person or the Borrowers Borrower or any of the Borrowers’ Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the BorrowersBorrower, the Administrative Agent, Agent and the Lenders and the Issuing Banks shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment(w) increase such Lender’s Commitment (unless such increase will not result in an increase in the Participant’s share), waiver (x) extend the date fixed for the payment of principal on the Loans or other modification described portions thereof owing to such Lender except as otherwise provided in Section 9.02(b)(i2.15, (y) reduce the rate at which interest is payable thereon or (z) release any Guarantor from its Obligations under the Guaranty except as contemplated by Section 8.15(d), in each case, as applicable to that affects portion of such ParticipantLender’s rights and/or obligations that are subject to the participation. Subject to subsection (e) of this Section 9.04, the Borrowers agree The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.13Section 3.10, 2.14 and 2.15 Section 5.1, Section 5.4 (subject to the requirements and limitations of such sections and therein, including the requirements under Section 2.173.10(g) (it being understood that the documentation required under Section 3.10(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 9.045.6 as if it were an assignee under subsection (b) of this Section; and (B) shall not be entitled to receive any greater payment under Section 5.1 or Section 3.10, 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 Regulatory Change 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 5.6 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 12.4 as though it were a Lender, ; provided that such Participant agrees to be subject to Sections 2.16 and 2.17 Section 3.3 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the 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 in connection with a Tax audit or other proceeding to establish that any loans are such commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers Borrower or the Administrative Agent, sell participations to any Person (other than a natural personperson (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a Defaulting Lender natural person) or the Borrowers Borrower or any of the Borrowers’ Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Revolver Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) Revolver Advances owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the BorrowersBorrower, the Administrative Agent, the Lenders Issuing Bank and the Issuing Banks Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.03(c) with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the any other Loan Documents Document and to approve any amendment, modification or waiver of any provision of this Agreement and the any other Loan DocumentsDocument; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver or other modification described in Section 9.02(b)(i9.05(a)(i) through (x) (inclusive) that directly affects such Participant. Subject to subsection paragraph (e) of this Section 9.04Section, the Borrowers agree Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.13, 2.14 8.01 through 8.05 inclusive and 2.15 2.12(e) (subject to the requirements and limitations of such sections and therein, including the requirements under Section 2.172.12(e)(v) (it being understood that the documentation required under Section 2.12(e)(v) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection paragraph (b) of this Section; provided that such 163 ​ WBD (US) 42673629v7​ 740444017 21672061 Participant (A) agrees to be subject to the provisions of Section 9.049.04(c) 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 8.03 or 2.12(e), 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; provided, further, that no Participant shall be entitled to the benefits of Section 2.12(e) unless the Borrower is notified of the participation granted to such Participant and such Participant shall have complied with the requirements of Section 2.12(e) as if such Participant is a Lender. 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 9.04(c) with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 9.04 as though it were a Lender, provided such Participant agrees to be subject to Sections 2.16 and 2.17 Section 9.04 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the Loans Advances 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 in connection with a Tax audit or other proceeding to establish that any loans are such commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers Borrower or the Administrative Agent, sell participations to any Person (other than a natural personPerson, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Defaulting Lender or the Borrowers Borrower or any of the Borrowers’ Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Term Loan Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the BorrowersBorrower, the Administrative Agent, the Lenders Agent and the Issuing Banks other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 12.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 9.02(b)(i12.01(a) that affects such Participant. Subject to subsection (e) of this Section 9.04, the Borrowers agree The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.134.01, 2.14 4.04 and 2.15 (subject to the requirements and limitations of such sections and Section 2.17) 4.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 9.04(it being understood that the documentation required under Section 4.01(e) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 4.06 and 12.13 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 4.01 or 4.04, with respect to any participation, than the Lender from whom it acquired the applicable participation 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 4.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 12.08 as though it were a Lender, ; provided that such Participant agrees to be subject to Sections 2.16 and 2.17 Section 2.12 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts of (and stated interest thereon of on) each Participant’s interest in the 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 in connection with a Tax audit or other proceeding to establish that any loans are such commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers any Borrower Party, Funding Agent, Letter of Credit Issuer, Swingline Lender or the Administrative Agent, sell participations to any Person that is a Qualified Purchaser (other than a natural person, a Defaulting Lender, a Disqualified Lender or the Borrowers a Borrower Party or any of the Borrowers’ Affiliates Affiliate or SubsidiariesSubsidiary thereof) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Credit Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements and/or Letter of Credit Liability and Swingline Loans) owing to it); provided that any Committed Lender may sell a participation in its rights and obligations hereunder only with the written consent of the Conduit Lender(s) in its Lender Group, and provided, further that: (i) such Lender’s obligations under this Credit Agreement shall remain unchanged, ; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations; and (iii) Holdingseach Borrower Party, the Borrowers, the Administrative each Agent, the Letter of Credit Issuer, the Swingline Lenders and the Issuing Banks other Lenders shall continue to deal solely 143 and directly with such Lender in connection with such LenderXxxxxx’s rights and obligations under this Credit Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 13.06(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Credit Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsCredit Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the second proviso of Section 9.02(b)(i) 13.01 that directly affects such Participant. Subject to subsection (e) of this Section 9.04, the Borrowers agree Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.134.01, 2.14 4.04, and 2.15 (subject 4.05 to the requirements same extent as if it were a Lender and limitations had acquired its interest by assignment pursuant to clause (b) of such sections and this Section 2.1713.11 (it being understood that the documentation required under Section 4.01(e) shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection clause (b) of this Section 9.04. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, 13.11; provided that such Participant Participant: (A) agrees to be subject to the provisions of Sections 2.16 and 2.17 as though it were a Lender. Each Lender that sells a participation shall4.01, acting solely for this purpose as a non-fiduciary agent of the Borrowers4.06, maintain a register on which it enters the name and address of each Participant and the principal amounts and interest thereon of each Participant’s interest in the Loans or other obligations under this Agreement (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 in connection with a Tax audit or other proceeding to establish that any loans are in registered form for U.S. federal income tax purposes. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the Participant 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.13.11 and

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers or any Borrower, the Administrative Agent, the L/C Issuers or the Swing Line Lender, sell participations to any Person (other than a natural personPerson, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Defaulting Lender or the Borrowers Company or any of the Borrowers’ Company’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements Obligations and/or Swingline Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the Borrowers, the Administrative Agent, the Lenders and the Issuing Banks L/C Issuers shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and or the other Loan Documents; provided that such agreement or instrument may provide 123 that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clause (a), (b) or (c) of the first proviso to Section 9.02(b)(i) 10.01 that directly affects such Participant (it being understood that (i) any vote to rescind any acceleration made pursuant to Section 8.02 of amounts owing with respect to the Loans and other Obligations and (ii) any modifications of the provisions relating to amounts, timing or application of prepayments of Loans and other Obligations shall not require the approval of such Participant). Subject to subsection (e) of this Section 9.04Section, the Borrowers agree each Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.133.01, 2.14 3.04 and 2.15 3.05 to the same extent (subject to the requirements and limitations in those sections, including timely delivery of such sections and forms pursuant to Section 2.173.01) to the same extent as if it were a Lender of the relevant Loan and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 10.13 as if it were an assignee under subsection (b) of this Section 9.04and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, unless the sale of the participation to such Participant is made with the Company’s prior written consent to the extent or 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 Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrowers to effectuate the provisions of Section 3.06 and 10.13 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were a Lender, ; provided that such Participant agrees to be subject to Sections 2.16 and 2.17 Section 2.14 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary an agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the 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 in connection with a Tax audit or other proceeding to establish that any loans are such commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers Company, the Administrative Agent any Swing Line Lender or the Administrative Sub-Agent, sell participations to any Person (other than a natural person, a Defaulting Lender Person or the Borrowers Company or any of the Borrowers’ Company’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) Advances owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, and (iii) Holdingsthe Loan Parties, the Borrowers, the AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT Administrative Agent, the and Lenders and the Issuing Banks shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 7.05 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver with respect to the following: (A) any reduction in principal, interest or other modification described in Section 9.02(b)(ifees payable to such Lender under this Agreement, (B) the postponement of any date fixed for the payment of any principal, interest or fees under this Agreement and (C) any amendments to the foregoing clauses (A) and (B) that affects such Participant. Subject to subsection (e) of this Section 9.04, the Borrowers agree The Company agrees that each Participant shall be entitled to the benefits of Sections 2.132.08, 2.14 2.10 and 2.15 8.04 (subject to the requirements and limitations of herein, including Section 8.08 and the requirements under Section 8.09 (it being understood that the documentation required under Section 8.09 shall be delivered to the Lender that sold such sections and Section 2.17participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection paragraph (b) of this Section 9.04Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 8.10 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 2.08 or 2.10, 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. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 2.09(b) as though it were a Lender, ; provided that such Participant agrees to be subject to Sections 2.16 and 2.17 Section 8.05 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary nonfiduciary agent of the BorrowersCompany, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the Loans Advances 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 in connection with a Tax audit or other proceeding to establish that any loans are such commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers Borrower or the Administrative Agent, sell participations to any Person (other than a natural personPerson, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a Defaulting Lender natural Person, or the Borrowers Borrower or any of the Borrowers’ Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the BorrowersBorrower, the Administrative Agent, Agent and the Lenders and the Issuing Banks shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Except as otherwise provided in Section 13.4. or as otherwise expressly stated herein, no Participant shall have any rights or benefits under this Agreement or any other Loan Document. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to (x) extend the date on which any amendmentscheduled payment of principal on the Loans or portions thereof owing to such Lender is to be made, (y) reduce the rate at which interest is payable thereon (other than a waiver of default interest and changes in calculation of the Leverage Ratio that may indirectly affect pricing) or other modification described (z) release all or substantially all of the Collateral (except as contemplated by Sections 8.14 or 8.15) or all or substantially all of the Guarantors from their obligations under the Guaranty (except as contemplated by Sections 8.14 or 8.15) or release the Parent Guarantor from its obligations under the Guaranty, in Section 9.02(b)(i) each case, as applicable to that affects portion of such ParticipantLender’s rights and/or obligations that are subject to the participation. Subject to subsection (e) of this Section 9.04, the Borrowers agree The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.133.10, 2.14 and 2.15 5.1, 5.4 (subject to the requirements and limitations of such sections and therein, including the requirements under Section 2.173.10.(g) (it being understood that the documentation required under Section 3.10(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 9.045.6 as if it were an assignee under subsection (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 5.1 or 3.10, with respect to any participation, than its participating Lender would have been entitled to receive. 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 5.6, with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 13.4 as though it were a Lender, ; provided that such Participant agrees to be subject to Sections 2.16 and 2.17 Section 3.3 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the 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 in connection with a Tax audit or other proceeding to establish that any loans are such commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers Company or the Administrative Agent, sell participations to any Person (other than a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person) or the Company or any Guarantor or any their Affiliates or Subsidiaries, a Defaulting Lender or the Borrowers or any of the Borrowers’ Affiliates or Subsidiariesa Sanctioned Person) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment Commitments and/or the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, and (iii) Holdings, the Borrowers, the Administrative Agent, the Issuers and Lenders and the Issuing Banks shall continue to deal solely and directly with such Lender in connection with such LenderXxxxxx’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.8 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that would reduce the amount of or other modification described postpone any fixed date for payment of any Obligation in Section 9.02(b)(i) that affects which such Participantparticipant has an interest. Subject to subsection (e) of this Section 9.04, the Borrowers agree The Company agrees that each Participant shall be entitled to the benefits of Sections 2.132.5, 2.14 2.8, and 2.15 11.1 (subject to the requirements and limitations of such sections and therein, including the requirements under Section 2.1711.1(g) (it being understood that the documentation required under Section 11.1(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection Section 11.17(b); provided that such Participant (bA) agrees to be subject to the provisions of this Sections 1.1, 1.8 and 2.9 as if it were an assignee under Section 9.0411.7(b); and (B) shall not be entitled to receive any greater payment under Sections 11.1 or 2.8, with respect to any participation, than its participating Lender would have been entitled to receive, except, in the case of a Participant to which the Company has consented, 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 Company’s request and expense, to use reasonable efforts to cooperate with the Company to effectuate the provisions of Section 2.10 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.27 (Right of Setoff) as though it were a Lender, ; provided that such Participant agrees to be subject to Sections 2.16 and 2.17 Section 11.26 (Sharing of Payments by Xxxxxxx) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary an agent of the BorrowersBorrowers (but subject to Section 11.30 hereof), maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the 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 in connection with a Tax audit or other proceeding to establish that any loans are such commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations or as otherwise required under applicable law. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers Borrower or the Administrative Agent, sell participations to any Person (other than a natural personPerson, a holding 128 LEGAL 4867-4266-3982v.3 company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, any Person that is a Defaulting Lender Lender, or the Borrowers Borrower or any of the Borrowers’ Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Revolving Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the BorrowersBorrower, the Administrative Agent, the Lenders Issuing Banks and the Issuing Banks Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment(w) increase such Lender’s Commitment, (x) extend the date fixed for the payment of principal on the Loans or portions thereof owing to such Lender, (y) reduce the rate at which interest is payable thereon (other than a waiver of default interest and changes in the calculation of the Total Leverage Ratio that may indirectly affect pricing) or other modification described (z) release all or substantially all of the Guarantors from their Obligations under the Guaranty or the Pledge Agreement, as the case may be, except as contemplated by Section 8.12.(b) or 8.12.(c), in Section 9.02(b)(i) each case, as applicable to that affects portion of such ParticipantLender’s rights and/or obligations that are subject to the participation. Subject to subsection (e) of this Section 9.04, the Borrowers agree The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.133.10., 2.14 and 2.15 5.1., 5.4. (subject to the requirements and limitations of such sections and therein, including the requirements under Section 2.173.10.(g) (it being understood that the documentation required under Section 3.10.(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 9.045.6. as if it were an assignee under subsection (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 5.1. or 3.10., 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 Regulatory Change 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 5.6. with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 13.3. as though it were a Lender, ; provided that such Participant agrees to be subject to Sections 2.16 and 2.17 Section 3.3. as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the 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 in connection with a Tax audit or other proceeding to establish that any loans are such commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.

Participations. (i) Any Lender may at any timemay, without the consent of, or notice to, the Borrowers or the Administrative Agentof any other Person, sell participations to one or more banks or other entities (except the Parent, any Person Subsidiary or a Disqualified Institution (other than to the extent a natural person, a Defaulting Lender or the Borrowers or any list of the Borrowers’ Affiliates or SubsidiariesDisqualified Institutions has been provided to each Lender) (each, a “Participant”) in all or a portion of such Lender’s rights and/or and obligations under this Agreement (including all or a portion of its Commitment and/or and the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) owing to it); provided that (iA) such Lender’s obligations under this Agreement shall remain unchanged, (iiB) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iiiC) Holdings, the Borrowers, the Administrative Agent, the Lenders and Collateral Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver or other modification described in the first proviso to Section 9.02(b)(i10.02(b) that affects such Participant. Subject to subsection clause (ec)(ii) of this Section 9.0410.03, the Borrowers agree each Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.13of, 2.14 and 2.15 (subject to the requirements limitations of, Sections 2.15, 2.16 and limitations of such sections and Section 2.17) 2.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection clause (b) of this Section 9.0410.03. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.07 as though it were a Lender, provided such Participant agrees to be subject to Sections 2.16 and 2.17 Section 2.18(c) as though it were a Lender. Each Lender that sells a The Initial Borrower shall be entitled to seek specific performance to unwind any such participation shall, acting solely for this purpose as a non-fiduciary agent of in addition to any other remedies available to the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts and interest thereon of each Participant’s interest Initial Borrower at law or at equity in the Loans or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity respect of any Participant or any information relating to participation by a ParticipantLender without the Initial Borrower’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) consent to any Person except Disqualified Institutions or, to the extent that such disclosure the Initial Borrower’s consent is necessary in connection with a Tax audit or other proceeding to establish that any loans are in registered form for U.S. federal income tax purposes. The entries in required under the Participant Register shall be conclusive absent manifest error, terms hereof (and such Lender shall treat each person whose name is recorded in the Participant Register as the Participant 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 Registernot obtained).

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative AgentAgents, sell participations to any Person (other than a natural personperson (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of one or 114 more natural persons), a Defaulting Lender or the Borrowers a Borrower or any of the Borrowers’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements Obligations and/or Swingline Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the Borrowers, the Administrative AgentAgents, the other Lenders and the Issuing Banks L/C Issuers shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (i) through (vii) of the Section 9.02(b)(i11.01(a) that affects such Participant. Subject to subsection (e) of this Section 9.04Section, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.133.01, 2.14 3.04 and 2.15 (subject to the requirements and limitations of such sections and Section 2.17) 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 9.04Section. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were a Lender, provided such Participant agrees to be subject to Sections 2.16 and 2.17 Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts and interest thereon of each Participant’s interest in the Loans or other obligations under this Agreement (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 in connection with a Tax audit or other proceeding to establish that any loans are in registered form for U.S. federal income tax purposes. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender person or the Borrowers Borrower or any of the Borrowers’ Borrower’s Affiliates or SubsidiariesSubsidiaries or Prohibited Assignee) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Credit Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements LOC Obligations and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Credit Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the BorrowersBorrower, the Administrative Agent, the Lenders and the Issuing Banks Lender shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Credit Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Credit Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsCredit Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 9.02(b)(i) 11.6 that affects such Participant. Subject to subsection (e) of this Section 9.04Section, the Borrowers agree Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.133.6, 2.14 3.9, 3.11 and 2.15 3.12 (subject to the requirements and limitations of such sections and therein, including the requirements under Section 2.173.11(e) (it being understood that the documentation required under Section 3.11(e) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 9.043.9 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 3.9 or 3.11, 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 3.17 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.2 as though it were a Lender, provided such Participant agrees to be subject to Sections 2.16 and 2.17 Section 3.14 as though it were a Lender. 103 Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the 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 Loan Credit Document) to any Person except to the extent that such disclosure is necessary in connection with a Tax audit or other proceeding to establish that any loans are such commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the Participant owner of such participation for all purposes of this Credit 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.

Participations. Any Lender may at any time, without the consent of, or notice toof the Borrower, the Borrowers Administrative Agent (including in its capacity as the issuer of Letters of Credit) or the Swingline Lender (but with notice to the Administrative Agent), sell participations to any Person (other than to a natural person, a Defaulting Lender or the Borrowers to NSA REIT or any of the Borrowers’ a Loan Party or its 136 Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, NSA REIT and the BorrowersLoan Parties, the Administrative Agent, Agent and the Lenders and the Issuing Banks shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment(x) increase such Lender’s Commitment, waiver (y) extend the date fixed for the payment of principal on the Loans or other modification described in Section 9.02(b)(iportions thereof owing to such Lender or (z) that affects such Participantreduce the rate at which interest is payable thereon. Subject to subsection (e) of this Section 9.04, the Borrowers agree The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.133.12, 2.14 and 2.15 4.1, 4.4 (subject to the requirements and limitations of such sections and therein, including the requirements under Section 2.173.12 (it being understood that the documentation required under Section 3.12 shall be delivered to the participating Lender)) to the same extent as if it were a the Lender it purchased such participation from and had acquired its interest by assignment pursuant to subsection (b) above; provided, that such Participant (A) agrees to be subject to the provisions of this Sections 4.5 and 4.7 as if it were an assignee under subsection (b) above; and (B) shall not be entitled to receive any greater payment under Section 9.043.12 or 4.1, 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 Regulatory Change that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and the expense of the Borrower, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 4.5 with respect to any Participant. To the extent permitted by Applicable Law, each Participant also shall be entitled to the benefits of Section 9.08 13.3 as though it were a Lender, provided such Participant agrees to be subject to Sections 2.16 and 2.17 Section 3.3 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the 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 other than the Administrative Agent except to the extent that such disclosure is necessary in connection with a Tax audit or other proceeding to establish that any loans are such commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender person or the Borrowers or any of the Borrowers’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the Borrowers, the Administrative Agent, the Lenders Lenders, and the Issuing Banks Lender shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree (other than as is already provided for herein) to any amendment, modification or waiver with respect to Section 10.1.1, 10.1.2 or other modification described in Section 9.02(b)(i10.1.3) that directly affects such Participant. Subject to subsection (e) of this Section 9.04, the Borrowers agree Each Borrower agrees that each Participant shall shall, if applicable, be entitled to the benefits of Sections 2.133.4, 2.14 4.6, 10.3 and 2.15 4.7 (subject to the requirements and limitations of such sections and therein, including the requirements under Section 2.174.7) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection Section 10.11.2; provided that (bA) such Participant agrees to be subject to the provisions of this Section 9.044.4.2 as if it were an assignee under Section 10.11.2; and (B) such Participant shall not be entitled to receive any greater payment under Sections 3.4, 4.6 or 4.7, with respect to any participation, than its participating Lender would have been entitled to receive. Each Lender that sells a participation agrees, at the Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrowers to effectuate the provisions of Section 4.4.2 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall shall, if applicable, be entitled to the benefits of Section 9.08 8.2.3 as though it were a Lender, ; provided that such Participant agrees to be subject to Sections 2.16 and 2.17 Section 9.9 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary an agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the 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 (other than the Borrowers) except to the extent that such disclosure is either necessary in connection with a Tax audit for such commitment, loan, letter of credit or other proceeding obligation to be, or necessary to establish that any loans are such obligation is, in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. No Participant shall be entitled to the benefits of Section 4.7, however, unless all information and documents required by Section 4.7 with respect to such Participant have been provided to the Borrower. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers Borrower or the Administrative Agent, sell participations to any Person (other than a natural personPerson, a Defaulting Lender or the Borrowers Borrower or any of the Borrowers’ Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements Obligations and/or Swingline Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdingsthe Borrower, the Borrowerseach other Loan Party, the Administrative Agent, the other Lenders and the Issuing Banks L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. 117 Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (i) through (vii) of Section 9.02(b)(i11.01(a) that affects such Participant. Subject to subsection (e) of this Section 9.04, the Borrowers agree The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.133.01, 2.14 3.04 and 2.15 (subject to the requirements and limitations of such sections and Section 2.17) 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 9.04(it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 11.13 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 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive. 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 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were a Lender, provided such Participant agrees to be subject to Sections 2.16 and 2.17 Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary an agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the 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 in connection with a Tax audit or other proceeding to establish that any loans are such commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender Person or the Borrowers Borrower or any of the Borrowers’ Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the BorrowersBorrower, the Administrative Agent, the Lenders Agent and the Issuing Banks other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (a) through (f) of Section 9.02(b)(i9.01(a) that affects such Participant. Subject to subsection (e) of this Section 9.04, the Borrowers agree The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.133.01, 2.14 3.04 and 2.15 (subject to the requirements and limitations of such sections and Section 2.17) 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 9.04to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 9.14 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 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive. 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 Sections 3.06 and 9.14 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Sections 2.16 and 2.17 Section 2.10 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the 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 in connection with a Tax audit or other proceeding to establish that any loans are such commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Lender may at any timemay, without the consent of, or notice toof the Borrower, the Borrowers Agent, the Issuer or the Administrative AgentSwing Line Lender, sell participations to any Person one or more banks or other entities (other than a natural person, a Defaulting Lender or the Borrowers or any of the Borrowers’ Affiliates or Subsidiaries) (each, a “"Participant”") in all or a portion of such Lender’s 's rights and/or and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and/or and the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) owing to it); provided that (i) such Lender’s 's obligations under this Agreement and the other Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and obligations, (iii) Holdingssuch Lender shall remain the holder of any such Note for all purposes under the Loan Documents, (iv) all amounts payable by the Borrower under this Agreement shall be determined as if such Lender had not sold participating interests and (v) the Borrower, the Borrowers, the Administrative Agent, the Lenders Issuer and the Issuing Banks other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (i) forgives principal, interest or fees (other modification described in Section 9.02(b)(ithan Agent’s fees) that affects such Participant. Subject to subsection or reduces the interest rate (eother than Agent’s fees), (ii) postpones any date fixed for any regularly scheduled payment of this Section 9.04principal of, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15 or interest or fees (subject to the requirements and limitations of such sections and Section 2.17other than Agent’s fees) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection or (biii) of this Section 9.04. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Sections 2.16 and 2.17 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts and interest thereon of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have releases 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 in connection with a Tax audit or other proceeding to establish that any loans are in registered form for U.S. federal income tax purposes. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the Participant 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 RegisterSignificant Guarantor.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers any Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrowers Lender, Sponsor, any Affiliate of Sponsor, a Borrower or any of the Borrowers’ Affiliates or SubsidiariesSubsidiaries (except as provided in subjection (g) or (h) of this Section) or a Disqualified Institution) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements Obligations and/or Swingline Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the Borrowers, the Administrative Agent, the Lenders and the Issuing Banks L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 9.02(b)(i) 10.01 that affects such Participant. Subject to subsection (e) of this Section 9.04Section, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.133.01, 2.14 3.04 and 2.15 (subject to the requirements and limitations of such sections and Section 2.17) 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 9.04Section. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Each Participant agrees to be subject to Sections 2.16 and 2.17 Section 10.07 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts and interest thereon of each Participant’s interest in the Loans or other obligations under this Agreement (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 in connection with a Tax audit or other proceeding to establish that any loans are in registered form for U.S. federal income tax purposes. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the Participant 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.granting a

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrowers Borrower or any of the Borrowers’ Borrower’s Affiliates or Subsidiaries) Subsidiaries (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements Obligations and/or Swingline Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the BorrowersBorrower, the Administrative Agent, the Lenders and the Issuing Banks L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 9.02(b)(i) 10.01 that affects such Participant. Subject to subsection (e) of this Section 9.04Section, the Borrowers agree Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.133.01, 2.14 3.04 and 2.15 (subject to the requirements and limitations of such sections and Section 2.17) 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 9.04(it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation). To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were a Lender, provided such Participant agrees to be subject to Sections 2.16 and 2.17 Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the 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 in connection with a Tax audit or other proceeding to establish that any loans are such register is maintained in registered form for U.S. federal income tax purposesaccordance with the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers Borrower or the Administrative Agent, sell participations to any Person (other than a natural personPerson, a Defaulting Lender or the Borrowers Borrower or any of the Borrowers’ Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements Obligations and/or Swingline Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the BorrowersBorrower, the Administrative Agent, the other Lenders and the Issuing Banks L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (i) through (vii) of Section 9.02(b)(i11.01(a) that affects such Participant. Subject to subsection (e) of this Section 9.04, the Borrowers agree The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.133.01, 2.14 3.04 and 2.15 (subject to the requirements and limitations of such sections and Section 2.17) 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 9.04(it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 11.13 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 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation 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 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were a Lender, provided such Participant agrees to be subject to Sections 2.16 and 2.17 Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the 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 in connection with a Tax audit or other proceeding to establish that any loans are such commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.. 118

Participations. Any Lender may at any time, without the consent of, or notice to, any Borrower, any Swing Line Lender, any L/C Issuer, the Borrowers Administrative Agent or the Administrative AgentNew Vehicle Floorplan Operations Group, sell participations to any Person (other than a natural personPerson, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Defaulting Lender or the Borrowers Company or any of the Borrowers’ Company’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements Obligations and/or Swingline Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the Borrowers, the Administrative Agent, the Lenders and the Issuing Banks L/C Issuers shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 9.02(b)(i) 10.01 that affects such Participant. Subject to subsection (e) of this Section 9.04Section, the Borrowers agree each Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.13, 2.14 3.01 and 2.15 (subject to the requirements and limitations of such sections and Section 2.17) 3.04 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 9.04(it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 and 10.13 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 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation 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 Company’s request and expense, to use reasonable efforts to cooperate with the Company to effectuate the provisions of Section 3.05 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were a Lender, provided such Participant agrees to be subject to Sections 2.16 and 2.17 Section 2.22 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the 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 in connection with a Tax audit or other proceeding to establish that any loans are such commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers any Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrowers any Borrower or any of the Borrowers’ a Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) Term Loan owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the Borrowers, the Administrative Agent, Agent and the Lenders and the Issuing Banks shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.03(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 9.02(b)(i) that affects such Participant. Subject to subsection (e) of this Section 9.04Section, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.132.14, 2.14 2.15 and 2.15 (subject to the requirements and limitations of such sections and Section 2.17) 2.16 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 9.04Section. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Sections 2.16 2.17 and 2.17 2.18 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts and interest thereon of each Participantparticipant’s interest in the Loans Term Loan or other obligations under this Agreement (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 loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary in connection with a Tax audit or other proceeding to establish that any loans are such loan or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the Participant owner of the participation in question 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.

Participations. Any Lender may may, with the prior written consent of WBA ((i) such consent to be provided in WBA’s sole discretion, (ii) such consent not to be required if a Default under Sections 7.02, 7.05 or 7.06 has occurred and is continuing at any time, without the time of the sale of the applicable participation and (iii) such consent of, or notice to, not to be required for a participation to a Person that is a Lender (as defined under the Borrowers or Existing Revolving Credit Agreement as in effect on the Administrative AgentEffective Date) on the Effective Date), sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrowers or any of the Borrowers’ its Affiliates or Subsidiaries) (each, a “Participant”) ), in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the Borrowers, the Administrative Agent, Agent and the Lenders and the Issuing Banks shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 9.02(b)(i) 8.02 that affects such Participant. Subject to subsection (e) of this Section 9.04Section, the Borrowers agree WBA agrees that each Participant shall be entitled to the benefits of Sections 2.133.01, 2.14 3.03, 3.04 and 2.15 (subject to the requirements and limitations of such sections and Section 2.17) 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 9.04Section. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.01 as though it were a Lender, provided that such Participant agrees to be subject to Sections 2.16 and 2.17 Section 2.19 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary nonfiduciary agent of the Borrowersapplicable Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the Loans or other obligations 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 commitmentsCommitments, loans, letters of credit Loans or its other obligations Obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary in connection with a Tax audit or other proceeding to establish that any loans are such Commitment, Loan or other Obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers any Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrowers Company or any of the Borrowers’ Company’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements Obligations and/or Swingline Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the Borrowers, the Administrative Agent, the Lenders and the Issuing Banks L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 9.02(b)(i) 11.01 that affects such Participant (it being understood that (i) any vote to rescind any acceleration made pursuant to Section 8.02 of amounts owing with respect to the Loans and other Obligations and (ii) any modifications of the provisions relating to amounts, timing or application of prepayments of Loans and other Obligations shall not require the approval of such Participant). Subject to subsection (e) of this Section 9.04Section, the Borrowers agree each Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15 (subject to the requirements obligations of Sections 3.01, 3.04 and limitations of such sections and Section 2.17) 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 9.0411.06(b). To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were a Lender, provided such Participant agrees to be subject to Sections 2.16 and 2.17 Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts and interest thereon of each Participant’s interest in the Loans or other obligations under this Agreement (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 in connection with a Tax audit or other proceeding to establish that any loans are in registered form for U.S. federal income tax purposes. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Lender may at any time, without the consent of, or notice toof the Borrower, the Borrowers Administrative Agent (including in its capacity as the issuer of Letters of Credit) or the Swingline Lender (but with notice to the Administrative Agent), sell participations to any Person (other than to a natural person, a Defaulting Lender or the Borrowers to NSA REIT or any of the Borrowers’ a Loan Party or its Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, NSA REIT and the BorrowersLoan Parties, the Administrative Agent, Agent and the Lenders and the Issuing Banks shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment(x) increase such Lender’s Commitment, waiver (y) extend the date fixed for the payment of principal on the Loans or other modification described in Section 9.02(b)(iportions thereof owing to such Lender or (z) that affects such Participantreduce the rate at which interest is payable thereon. Subject to subsection (e) of this Section 9.04, the Borrowers agree The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.133.12, 2.14 and 2.15 4.1, 4.4 (subject to the requirements and limitations of such sections and therein, including the requirements under Section 2.173.12 (it being understood that the documentation required under Section 3.12 shall be delivered to the participating Lender)) to the same extent as if it were a the Lender it purchased such participation from and had acquired its interest by assignment pursuant to subsection (b) above; provided, that such Participant (A) agrees to be subject to the provisions of this Sections 4.5 and 4.7 as if it were an assignee under subsection (b) above; and (B) shall not be entitled to receive any greater payment under Section 9.043.12 or 4.1, 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 Regulatory Change that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and the expense of the Borrower, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 4.5 with respect to any Participant. To the extent permitted by Applicable Law, each Participant also shall be entitled to the benefits of Section 9.08 13.3 as though it were a Lender, provided such Participant agrees to be subject to Sections 2.16 and 2.17 Section 3.3 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the 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 other than the Administrative Agent except to the extent that such disclosure is necessary in connection with a Tax audit or other proceeding to establish that any loans are such commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposes129 under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers Borrower or the Administrative Agent, sell participations to any Person (other than a natural personPerson, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a Defaulting Lender natural Person, or the Borrowers Borrower or any of the Borrowers’ Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the BorrowersBorrower, the Administrative Agent, the Lenders Issuing Banks and the Issuing Banks Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Except as otherwise provided in Section 13.4 or as otherwise expressly stated herein, no Participant shall have any rights or benefits under this Agreement or any other Loan Document. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to (w) increase such Lender’s Revolving Credit Commitment, (x) extend the date on which any amendmentscheduled payment of principal on the Loans or portions thereof owing to such Lender is to be made, (y) reduce the rate at which interest is payable thereon (other than a waiver of default interest and changes in calculation of the Leverage Ratio that may indirectly affect pricing) or other modification described (z) release all or substantially all of the Collateral (except as contemplated by Sections 8.14 or 8.15) or all or substantially all of the Guarantors from their obligations under the Guaranty (except as contemplated by Sections 8.14 or 8.15) or release the Parent Guarantor from its obligations under the Guaranty, in Section 9.02(b)(i) each case, as applicable to that affects portion of such ParticipantLender’s rights and/or obligations that are subject to the participation. Subject to subsection (e) of this Section 9.04, the Borrowers agree The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.133.10, 2.14 and 2.15 5.1, 5.4 (subject to the requirements and limitations of such sections and therein, including the requirements under Section 2.173.10(g) (it being understood that the documentation required under Section 3.10(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 9.043.9(h) or 5.6 as if it were an assignee under subsection (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 5.1 or 3.10, with respect to any participation, than its participating Lender would have been entitled to receive. 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 3.9(h) or 5.6 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 13.4 as though it were a Lender, ; provided that such Participant agrees to be subject to Sections 2.16 and 2.17 Section 3.3 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the 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 in connection with a Tax audit or other proceeding to establish that any loans are such commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrowers Borrower or any of the Borrowers’ Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Credit Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements Obligations and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Credit Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the BorrowersBorrower, the Administrative Agent, the other Lenders and the Issuing Banks L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Credit Agreement. For the avoidance of doubt, each Lender 134 shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Credit Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsCredit Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (i) through (vii) of Section 9.02(b)(i11.01(a) that affects such Participant. Subject to subsection clause (e) of this Section 9.0411.06, the Borrowers agree Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.133.01, 2.14 3.04 and 2.15 (subject 3.05 to the requirements same extent as if it were a Lender and limitations had acquired its interest by assignment pursuant to clause (b) of such sections and this Section 2.1711.06 (it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection clause (b) of this Section 9.0411.06; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 11.13 as if it were an assignee under clause (b) of this Section 11.06 and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation 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 3.06 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were a Lender, provided such Participant agrees to be subject to Sections 2.16 and 2.17 Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the 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 Loan Credit Document) to any Person except to the extent that such disclosure is necessary in connection with a Tax audit or other proceeding to establish that any loans are such commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant owner of such participation for all purposes of this Credit 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.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender competitor of the Borrower (as defined below), or the Borrowers Borrower or any of the Borrowers’ Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements Obligations and/or Swingline Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the BorrowersBorrower, the Administrative Agent, the Lenders and the Issuing Banks L/C Issuers shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. As used above, a “competitor” of the Borrower shall mean any Person principally engaged in the business of providing contracting services to others with respect to oil and/or gas exploration and production. The Borrower shall, upon request of any Lender, advise such Lender as to whether the Borrower considers a proposed Participant to be a competitor. Any such determination shall be made by the Borrower promptly and in good faith. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 9.02(b)(i) 10.01 that affects such Participant. Subject to subsection (e) of this Section 9.04Section, the Borrowers agree Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.133.01, 2.14 3.04 and 2.15 (subject to the requirements and limitations of such sections and Section 2.17) 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 9.04Section. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were a Lender, provided such Participant agrees to be subject to Sections 2.16 and 2.17 Section 2.14 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts and interest thereon of each Participant’s interest in the Loans or other obligations under this Agreement (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 in connection with a Tax audit or other proceeding to establish that any loans are in registered form for U.S. federal income tax purposes. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrowers Borrower or any of the Borrowers’ Borrower’s Affiliates or Subsidiaries) Subsidiaries (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements Obligations and/or Swingline Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the BorrowersBorrower, the Administrative Agent, the Lenders and the Issuing Banks L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 9.02(b)(i) 11.01 that affects such Participant. Subject to subsection clause (e) of this Section 9.04Section, the Borrowers agree Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.133.01, 2.14 3.04 and 2.15 (subject 3.05 to the requirements same extent as if it were a Lender and limitations had acquired its interest by assignment pursuant to clause (b) of such sections and this Section 2.17(it being understood that the documentation required under Section 3.01 (e) shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section 9.04and (B) shall not be entitled to receive any greater payment under Section 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation 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 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were a Lender, ; provided that such Participant agrees to be subject to Sections 2.16 and 2.17 Section 2.12 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the 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 in connection with a Tax audit or other proceeding to establish that any loans are such commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-l(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers Borrower or the Administrative Agent, sell participations to any Person (other than a natural personPerson, a Defaulting Lender or the Borrowers Borrower or any of the Borrowers’ Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements Obligations and/or Swingline Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdingsthe Borrower, the Borrowerseach other Loan Party, the Administrative Agent, the other Lenders and the Issuing Banks L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. 154 Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (i) through (vii) of Section 9.02(b)(i11.01(a) that affects such Participant. Subject to subsection (e) of this Section 9.04, the Borrowers agree The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.133.01, 2.14 3.04 and 2.15 (subject to the requirements and limitations of such sections and Section 2.17) 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 9.04(it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 11.13 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 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive. 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 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were a Lender, provided such Participant agrees to be subject to Sections 2.16 and 2.17 Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary an agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the 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 in connection with a Tax audit or other proceeding to establish that any loans are such commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender the Borrower, any Affiliate or Subsidiary of the Borrowers Borrower, or, until such time as an Enventis Restrictions Release Event has occurred, GE Commercial Distribution Finance Corporation or any of the Borrowers’ Affiliates or Subsidiariesits Affiliates) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the BorrowersBorrower, the Administrative Agent, the Lenders Issuing Lender, the Swingline Lender and the Issuing Banks other Lenders shall 119 continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. CoBank reserves the right to assign or sell participations in all or any part of its Commitment and/or Loans on a non-patronage basis. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver or other modification described in Section 9.02(b)(i) 15.10 relating to amendments requiring unanimous consent of the Lenders that directly affects such Participant. Subject to subsection (e) of this Section 9.0415.9(e), the Borrowers agree Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.136.9, 2.14 6.10 and 2.15 (subject to the requirements and limitations of such sections and Section 2.17) 6.11 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 9.0415.9(b). To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 15.2 as though it were a Lender, provided such Participant agrees to be subject to Sections 2.16 and 2.17 Section 6.7 as though it were a Lender. Each Notwithstanding the preceding paragraph, any Participant that is a Farm Credit Lender that sells (i) has purchased a participation shallin a minimum amount of $5,000,000, acting solely for this purpose (ii) has been designated as a non-fiduciary agent voting Participant (a “Voting Participant”) in a notice (a “Voting Participant Notice”) sent by the relevant Lender (including any existing Voting Participant) to the Administrative Agent and (iii) receives, prior to becoming a Voting Participant, the consent of the Borrowers, maintain a register on which it enters the name and address of each Participant Administrative Agent and the principal amounts and interest thereon of Borrower (each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation such consent 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 be required only to the extent and under the circumstances it would be required if such Voting Participant were to become a Lender pursuant to an assignment in accordance with Section 15.9(b) and such consent is not required for an assignment to an existing Voting Participant), shall be entitled to vote as if such Voting Participant were a Lender on all matters subject to a vote by the Lenders and the voting rights of the selling Lender (including any existing Voting Participant) shall be correspondingly reduced, on a dollar-for-dollar basis. Each Voting Participant Notice shall include, with respect to each Voting Participant, the information that such disclosure is necessary would be included by a prospective Lender in connection with an Assignment and Assumption. Notwithstanding the foregoing, each Farm Credit Lender designated as a Tax audit or other proceeding to establish that any loans are Voting Participant in registered form for U.S. federal income tax purposesSchedule 15.9(d) shall be a Voting Participant without delivery of a Voting Participation Notification and without the prior written consent of the Borrower and the Administrative Agent. The entries in selling Lender (including any existing Voting Participant) and the purchasing Voting Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the Participant for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, notify the Administrative Agent and the Borrower within three (3) Business Days of any termination, reduction or increase of the amount of, such participation. The Borrower and the Administrative Agent shall be entitled to conclusively rely on information contained in its capacity as Administrative Agent) Voting Participant Notices and all other notices delivered pursuant hereto. The voting rights of each Voting Participant are solely for the benefit of such Voting Participant and shall have no responsibility for maintaining not inure to any assignee or participant of such Voting Participant that is not a Participant RegisterFarm Credit Lender.

Participations. Any Lender Bank may at any time, without the consent of, or notice to, the Borrowers Borrower, Administrative Agent or the Administrative AgentFronting Bank, sell participations to any Person (other than a natural person, a Defaulting Lender Person or the Borrowers Borrower or any of the Borrowers’ Borrower’s Affiliates or SubsidiariesSubsidiaries or any Defaulting Lender) (each, a “Participant”) in all or a portion of such LenderBank’s rights and/or obligations under this Agreement (including all or a portion of its Loan Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) owing to it)) in minimum amounts of not less than Five Million Dollars ($5,000,000) prior to an Event of Default, and upon the occurrence and during the continunance of an Event of Default, in any amount; provided that (i) such LenderBank’s obligations under this Agreement shall remain unchanged, (ii) such Lender Bank shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) HoldingsBorrower, the Borrowers, the Administrative Agent, the Lenders Fronting Banks and the Issuing Banks shall continue to deal solely and directly with such Lender Bank in connection with such LenderBank’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender Bank sells such a participation shall provide that such Lender Bank shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender Bank will not, without the consent of the Participant, agree to (w) increase such Bank’s Loan Commitment, (x) extend the date fixed for the payment of principal on the Loans or portions thereof owing to such Bank, (y) reduce the rate at which interest is payable thereon or (z) release any amendmentGuarantor from its Obligations under the Guaranty except as contemplated by Section 6.10, waiver or other modification described in Section 9.02(b)(i) each case, as applicable to that affects portion of such ParticipantBank’s rights and/or obligations that are subject to the participation. Subject to subsection (e) of this Section 9.04, the Borrowers agree Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.133.01, 2.14 3.06 and 2.15 10.13 (subject subject, in each case, to the requirements and limitations of such sections and therein, including the requirements under Section 2.1710.13(f) (it being understood that documentation required under Section 10.13(f) shall be delivered to the participating Bank)) to the same extent as if it were a Lender Bank and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 9.043.07 as if it were an assignee under subsection (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.01, 3.06 or 10.13, with respect to any participation, than its participating Bank 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 Bank that sells a participation agrees, at Bxxxxxxx’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 3.07 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 12.08 as though it were a Lender, Bank; provided that such Participant agrees to be subject to Sections 2.16 and 2.17 Section 10.15 as though it were a LenderBank. Each Lender Bank that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersBxxxxxxx, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement the Loan Documents (the “Participant Register”); provided that no Lender Bank shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any 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 in connection with a Tax audit or other proceeding to establish that any loans are such commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Department of the Treasury regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender Bank shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender Person or the Borrowers Borrower or any of the Borrowers’ Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the BorrowersBorrower, the Administrative Agent, the Lenders Issuing Bank and the Issuing Banks Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will shall not, without the consent of the Participant, agree to (w) increase such Lender’s Commitment, (x) extend the date fixed for the payment of principal on the Loans or portions thereof owing to such Lender, (y) reduce the rate at which interest is payable thereon or (z) release any amendmentGuarantor from its Obligations under the Guaranty except as contemplated by Section 7.11.(c), waiver or other modification described in Section 9.02(b)(i) each case, as applicable to that affects portion of such ParticipantLender’s rights and/or obligations that are subject to the participation. Subject to subsection (e) of this Section 9.04, the Borrowers agree The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.133.10., 2.14 and 2.15 4.1., 4.4. (subject to the requirements and limitations of such sections and therein, including the requirements under Section 2.173.10.(g) (it being understood that the documentation required under Section 3.10.(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 9.044.6. 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 4.1. or 3.10., 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 Regulatory Change 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 4.6. with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 12.3. as though it were a Lender, ; provided that such Participant agrees to be subject to Sections 2.16 and 2.17 Section 3.3. as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the 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 in connection with a Tax audit or other proceeding to establish that any loans are such commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers Borrower or the Administrative Agent, sell participations to any Person (other than a natural personPerson, a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, any Person that is a Defaulting Lender Lender, or the Borrowers Borrower or any of the Borrowers’ Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the BorrowersBorrower, the Administrative Agent, Agent and the Lenders and the Issuing Banks shall continue to deal solely and directly with such Lender in connection with such LenderXxxxxx’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment(w) increase such Lender’s Commitment, (x) extend the date fixed for the payment of principal on the Loans or portions thereof owing to such Lender, (y) reduce the rate at which interest is payable thereon (other than a waiver of default interest and changes in the calculation of the Total Leverage Ratio that may indirectly affect pricing) or other modification described (z) release all or substantially all of the Guarantors from their Obligations under the Guaranty except as contemplated by Section 8.12.(b), in Section 9.02(b)(i) each case, as applicable to that affects portion of such ParticipantLender’s rights and/or obligations that are subject to the participation. Subject to subsection (e) of this Section 9.04, the Borrowers agree The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.133.10., 2.14 and 2.15 5.1., 5.4. (subject to the requirements and limitations of such sections and therein, including the requirements under Section 2.173.10.(g) (it being understood that the documentation required under Section 3.10.(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 9.045.6. as if it were an assignee under subsection (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 5.1. or 3.10., 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 Regulatory Change 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 5.6. with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 13.3. as though it were a Lender, ; provided that such Participant agrees to be subject to Sections 2.16 and 2.17 Section 3.3. as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement the Loan Documents (the “Participant Register”); 120 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 loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary in connection with a Tax audit or other proceeding to establish that any loans are such commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.

Participations. (i) Any Lender may at any timemay, without the consent of, or notice to, the Borrowers or the Administrative Agentof any other Person, sell participations to any one or more banks or other entities (except the Borrower or a Person that is a Disqualified Institution as of the “trade date” with respect to such participation (provided that the list of Disqualified Institutions (other than any “reasonably identifiable Affiliate” (on the basis of the similarity of such Affiliate’s name to the name of an entity identified in writing on the list of Disqualified Institutions) included in the definition of “Disqualified Institution”) is made available to any Lender who specifically requests a natural personcopy thereof) (it being understood that, a Defaulting Lender or irrespective of anything herein (including Section 10.12) to the Borrowers contrary, the Administrative Agent or any such Lender may disclose any such copy to a prospective participant (other than to a Person that is a Disqualified Institution at the time of the Borrowers’ Affiliates or Subsidiariessuch disclosure) who specifically requests a copy thereof)) (each, a “Participant”) in all or a portion of such Lender’s rights and/or and obligations under the this Agreement (including all or a portion of its Commitment and/or Commitments and the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) owing to it); provided that (iA) such Lender’s obligations under this Agreement shall remain unchanged, (iiB) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iiiC) Holdings, the BorrowersBorrower, the Administrative Agent, the Lenders Collateral Agent and the Issuing Banks other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and (D) that under such arrangement (and for the duration of such arrangement): (I) the relationship between the Lender and that other Person is that of a debtor and creditor (including in the event of a bankruptcy or similar event of the Lender); (II) the other Person will have no proprietary interest in the benefit of this Agreement or in any monies received by the Lender under or in relation to this Agreement; (III) the other Person will under no circumstances be subrogated to, or substituted in respect of, the Lender’s claims under this Agreement; and (IV) the other Person will under no circumstances otherwise have any contractual relationship with, or rights against, the Borrower under or in relation to this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver or other modification described in the first proviso to Section 9.02(b)(i10.02(b) that affects such Participant. Subject to subsection clause (ec)(ii) of this Section 9.0410.04, the Borrowers agree Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.13of, 2.14 and 2.15 (subject to the requirements limitations of, Sections 2.12, 2.13 and limitations of such sections and 2.14 (it being understood that the documentation required under Section 2.172.14(f) shall be delivered by the Participant) to the same extent as if it were a Lender and had acquired its interest in the Loans by assignment pursuant to subsection clause (b) of this Section 9.0410.04; provided that such Participant (A) agrees to be subject to the provisions of Section 2.16 and (B) shall not be entitled to receive any greater payments under Sections 2.12 and 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were a Lender, provided such Participant agrees to be subject to Sections 2.16 and 2.17 Section 2.15(c) as though it were a Lender. Each Lender that sells a The Borrower shall be entitled to seek specific performance to unwind any such assignment or participation shall, acting solely for this purpose as a non-fiduciary agent of in addition to any other remedies available to the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts and interest thereon of each Participant’s interest Borrower at law or at equity in the Loans or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity respect of any Participant or any information relating to participation by a ParticipantLender without the Borrower’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) consent to any Person except Disqualified Institutions or, to the extent that such disclosure the Borrower’s consent is necessary in connection with a Tax audit or other proceeding to establish that any loans are in registered form for U.S. federal income tax purposes. The entries in required under the Participant Register shall be conclusive absent manifest error, terms hereof (and such Lender shall treat each person whose name is recorded in the Participant Register as the Participant 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 Registernot obtained).

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrowers or any of the Borrowers’ Borrower’s Affiliates or Restricted Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements C-BA Obligations and/or Swingline Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the Borrowers, the Administrative Agent, the Lenders and the Issuing Banks L/C-BA Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this AgreementAgreement and provided further that, so long as no Event of Default has occurred and is continuing at the time of such participation, with respect to the sale of any participation in the Singapore Term Loan Facility, the Borrowing Agent’s consent shall be required, which consent shall not be unreasonably withheld or delayed (it being agreed that the Borrowing Agent shall be deemed to be reasonable in withholding its consent to any assignment in respect of the Singapore Term Loan Facility if the proposed assignment is not to a commercial bank organized under the laws of the Republic of Singapore or a Singapore-authorized branch of a commercial bank organized under the laws of a jurisdiction other than Singapore). Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrowers, 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 the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (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) 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 Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of 133 doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 9.02(b)(i) 10.01 that affects such Participant. Subject to subsection (e) of this Section 9.04Section, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.133.01, 2.14 3.04 and 2.15 (subject to the requirements and limitations of such sections and Section 2.17) 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 9.04Section. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were a Lender, provided such Participant agrees to be subject to Sections 2.16 and 2.17 Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts and interest thereon of each Participant’s interest in the Loans or other obligations under this Agreement (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 in connection with a Tax audit or other proceeding to establish that any loans are in registered form for U.S. federal income tax purposes. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers Borrower or the Administrative Agent, sell participations to any Person (other than a natural personPerson, a Defaulting Lender or the Borrowers Borrower or any of the Borrowers’ Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements Obligations and/or Swingline Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdingsthe Borrower, the Borrowerseach other Loan Party, the Administrative Agent, the other Lenders and the Issuing Banks L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (i) through (vii) of Section 9.02(b)(i11.01(a) that affects such Participant. Subject to subsection (e) of this Section 9.04, the Borrowers agree The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.133.01, 2.14 3.04 and 2.15 (subject to the requirements and limitations of such sections and Section 2.17) 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 9.04(it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 11.13 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 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive. 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 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were a Lender, provided such Participant agrees to be subject to Sections 2.16 and 2.17 Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary an agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the 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 in connection with a Tax audit or other proceeding to establish that any loans are such commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers Borrower or the Administrative Applicable Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrowers Borrower or any of the Borrowers’ Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements Obligations and/or Swingline Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the BorrowersBorrower, the Administrative Agent, the Revolver Agent, the Lenders and the Issuing Banks L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.09 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 9.02(b)(i) 11.01 that affects such Participant. Subject to subsection (e) of this Section 9.0411.06, the Borrowers agree Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.133.01, 2.14 3.04 and 2.15 (subject to the requirements and limitations of such sections and Section 2.17) 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 9.0411.06(b). To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were a Lender, provided such Participant agrees to be subject to Sections 2.16 and 2.17 Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary an agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the 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 commitmentsCommitments, loansLoans, letters Letters of credit Credit or its other obligations Obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary in connection with a Tax audit or other proceeding to establish that any loans are such Commitment, Loan, Letter of Credit or other Obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, neither the Administrative Agent nor the Revolver Agent (in its capacity as Administrative Agent) shall have no any responsibility for maintaining a Participant Register.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender person or the Borrowers Borrower or any of the Borrowers’ Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment Commitment(s) and/or the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the BorrowersBorrower, the Administrative Agent, Agent and the Lenders and the Issuing Banks shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.12(c) with respect to any payments made by such Lender to its Participant(s). Notwithstanding anything else to the ‑98‑ contrary herein or in any Loan Document, no Lender shall sell any Participation hereunder to any Person (other than an Affiliate or Related Person of the Borrower) that itself is, or whose Affiliates or Related Persons are (i) primarily engaged in the manufacturing or leasing of railcars, (ii) an operating lessor of rolling stock, and/or (iii) a competitor of the Servicer or the Borrower. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver or other modification described in Section 9.02(b)(i10.10(i) and (ii) that affects such Participant. Subject to subsection (e) of this Section 9.04, the Borrowers agree The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.138.1, 2.14 8.4, 10.1 and 2.15 (subject to the requirements and limitations of such sections and Section 2.17) 10.12 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection Section 10.9(b) above; provided that such Participant (bA) agrees to be subject to the provisions of this Section 9.0410.2 as if it were an assignee under Section 10.2(b) above; and (B) shall not be entitled to receive any greater payment under Sections 8.4, 10.1 or 10.12, 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 10.2(b) with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.13 as though it were a Lender, ; provided that such Participant agrees to be subject to Sections 2.16 and 2.17 Section 10.7 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary an agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the 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 commitmentsCommitments, loansLoans, letters of credit or its other obligations Obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary in connection with a Tax audit or other proceeding to establish that any loans are such Commitment, Loan or other Obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers Borrower or the Administrative Agent, sell participations to any Person (other than (w) a natural person, (x) a Defaulting Lender Lender, (y) solely in respect of a Term B Facility, unless the Borrower has consented thereto, a Disqualified Lender, or (z) the Borrowers Borrower or any of the Borrowers’ Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline LoansObligations) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the BorrowersBorrower, the Administrative Agent, the Lenders and the Issuing Banks L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement; provided further, that the written agreement or instrument pursuant to which a Lender sells a participation in respect of a Term B Facility shall include a representation by the Participant that it is not a Disqualified Lender (unless otherwise agreed by the Borrower). For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. 144 Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 9.02(b)(i) 10.01 that affects such Participant. Subject to subsection (e) of this Section 9.04, the Borrowers agree The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.133.01, 2.14 3.04 and 2.15 (subject 3.05 to the requirements same extent as if it were a Lender and limitations had acquired its interest by assignment pursuant to subsection (b) of such sections and this Section 2.17(it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 9.04. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 2.16 3.06 and 2.17 10.13 as though if it were an assignee under subsection (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a Lendergreater 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 commercially reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 10.13 with respect to any Participant. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant to which that Lender has sold a participation and the principal amounts (and interest thereon stated interest) of each such Participant’s interest in the Loans Commitments, Loans, L/C Obligations or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any commitmentsCommitments, loansLoans, letters of credit L/C Obligations or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary in connection with a Tax audit or other proceeding to establish that any loans are such Commitment, Loan, L/C Obligation or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Each Lender may at shall have the right, with the consent of the Agent (which consent shall not be unreasonably withheld or delayed), to grant participations to one or more banks or other financial institutions (each a "PARTICIPANT") in all or any timepart of any Loans and Letter of Credit Participations owing to such Lender and the Revolving Credit Notes held by such Lender. Each Lender shall retain the sole right to approve, without the consent ofof any Participant, any amendment, modification or waiver of any provision of the Loan Documents, PROVIDED that the documents evidencing any such participation may provide that, except with the consent of such Participant, such Lender will not consent to (a) the reduction in or forgiveness of the stated principal of or rate of interest on or commitment fee with respect to the portion of any Revolving Credit Loan subject to such participation, (b) the extension or postponement of any stated date fixed for payment of principal or interest or commitment fee with respect to the portion of any Revolving Credit Loan subject to such participation, or notice to, (c) the Borrowers waiver or the Administrative Agent, sell participations reduction of any right to any Person (other than a natural person, a Defaulting Lender or the Borrowers or any of the Borrowers’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion indemnification of such Lender’s rights and/or obligations under Lender hereunder. Notwithstanding the foregoing, no participation shall operate to increase the Total Commitment hereunder or otherwise alter the substantive terms of this Agreement (including all or Agreement. In the event of any such sale by a portion Lender of its Commitment and/or the Loans (including participating interests to a Participant, such Lender’s participations in L/C Disbursements and/or Swingline Loans) owing to it); provided that (i) such Lender’s 's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance thereof, such Lender shall remain the holder of such obligations and (iii) Holdings, the Borrowers, the Administrative Agent, the Lenders Revolving Credit Notes for all purposes under this Agreement and the Issuing Banks Borrowers and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement. Any agreement or instrument pursuant Notwithstanding anything to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 9.02(b)(i) that affects such Participant. Subject to subsection (e) of this Section 9.04contrary contained herein, the Borrowers agree that each Participant provisions of Sections 2.8(a), 2.9, 2.11, 2.12 and 2.13 shall be entitled inure to the benefits benefit of Sections 2.13each Participant, 2.14 and 2.15 (subject each Lender may enforce such provisions on behalf of any of its Participants; PROVIDED, however, in no event shall the Borrowers be required to pay to the requirements and limitations Participants of such sections and Section 2.17) to the same extent as if it were a Lender and such Lender, in the aggregate, any amounts in excess of the total amount they would otherwise be obligated to pay to such Lender under the applicable section referred above had acquired its interest by assignment such Lender not granted participations pursuant to subsection (b) of this Section 9.04. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Sections 2.16 and 2.17 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts and interest thereon of each Participant’s interest in the Loans or other obligations under this Agreement (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 in connection with a Tax audit or other proceeding to establish that any loans are in registered form for U.S. federal income tax purposes. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the Participant 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 Register9.2.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers Borrower or the Administrative Agent, sell participations to any Person (other than (w) a natural person, (x) a Defaulting Lender Lender, (y) solely in respect of [the]a Term B Facility, unless the Borrower has consented thereto, a Disqualified Lender, or (z) the Borrowers Borrower or any of the Borrowers’ Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline LoansObligations) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the BorrowersBorrower, the Administrative Agent, the Lenders and the Issuing Banks L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement; provided further, that the written agreement or instrument pursuant to which a Lender sells a participation in respect of [the]a Term B Facility shall include a representation by the Participant that it is not a Disqualified Lender (unless otherwise agreed by the Borrower). For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 9.02(b)(i) 10.01 that affects such Participant. Subject to subsection (e) of this Section 9.04, the Borrowers agree The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.133.01, 2.14 3.04 and 2.15 (subject 3.05 to the requirements same extent as if it were a Lender and limitations had acquired its interest by assignment pursuant to subsection (b) of such sections and this Section 2.17(it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 9.04. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 2.16 3.06 and 2.17 10.13 as though if it were an assignee under subsection (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a Lendergreater 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 commercially reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 10.13 with respect to any Participant. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant to which that Lender has sold a participation and the principal amounts (and interest thereon stated interest) of each such Participant’s interest in the Loans Commitments, Loans, L/C Obligations or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any commitmentsCommitments, loansLoans, letters of credit L/C Obligations or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary in connection with a Tax audit or other proceeding to establish that any loans are such Commitment, Loan, L/C Obligation or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Lender may at any timemay, without with the consent of, of the Borrower (such consent not to be unreasonably withheld or notice to, the Borrowers or the Administrative Agentdelayed), sell participations to any Person one or more banks or other entities (other than any Competitor or any natural persons (or a holding company, investments vehicle, investment vehicle or trust for, or owned and operated by or for the primary benefit of a natural person, a Defaulting Lender or the Borrowers or any of the Borrowers’ Affiliates or SubsidiariesPerson)) (each, a “Participant”) in all or a portion of such Lender’s rights and/or and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and/or Commitments and the Loans (including such Lender’s participations in L/C and LC Disbursements and/or Swingline Loans) owing to it); provided that that, (i) the consent of the Borrower shall not be required so long as an Event of Default under clause (a), (b), (i), (j) or (k) of Article VII has occurred and is continuing, (ii) such Lender’s obligations under this Agreement and the other Loan Documents shall remain unchanged, (iiiii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iiiiv) Holdings, the BorrowersBorrower, the Administrative Agent, the Lenders Issuing Banks and the Issuing Banks other Lenders shall continue to deal solely and directly with such Lender in connection with such LenderXxxxxx’s rights and obligations under this AgreementAgreement and the other Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the or any other Loan DocumentsDocument; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver or other modification described in the first proviso to Section 9.02(b)(i9.02(b) that affects such Participant. Subject to subsection paragraph (eg) of this Section 9.04, the Borrowers agree Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.132.14, 2.14 2.15 and 2.15 (2.16, subject to the requirements and limitations of such sections and Section 2.17) therein, to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection paragraph (b) of this Section 9.04; provided that such Participant agrees that it (i) shall be subject to the provisions of Section 2.18 as if it were an assignee and (ii) shall not be entitled to receive any greater payment under Sections 2.14, 2.15 or 2.16, 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; provided, further, that no Participant shall be entitled to the benefits of Section 2.16 unless the Borrower is notified of the participation granted to such Participant and such Participant shall have complied with the requirements of Section 2.16 as if such Participant is a Lender. 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 2.18(b) with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, ; provided that such Participant agrees to be subject to Sections 2.16 and 2.17 Section 2.17(d) as though it were a LenderLender hereunder. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the Loans Commitments, Loans, Letters of Credit 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 other information relating to a Participant’s interest in any commitmentsCommitments, loansLoans, letters Letters of credit Credit or its other obligations under any Loan Document) to any Person person except to the extent that such disclosure is disclosures are necessary in connection with a Tax audit or other proceeding to establish that any loans are such Commitment, Loan, Letter of Credit or other obligation is in registered form for U.S. federal income tax purposesunder Section 163 of the Code and any related United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.. 171 Revolving Credit Agreement

Participations. Any Each Lender may at any time, without the consent of, or notice to, the Borrowers Borrower or the Administrative Agent, sell participations to any Person (one or more banks or other than a natural person, a Defaulting Lender entities in or the Borrowers or any of the Borrowers’ Affiliates or Subsidiaries) (each, a “Participant”) in to all or a portion of such Lender’s its rights and/or and obligations under this Agreement (including all or a portion of its Commitment and/or Commitments, the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) Advances owing to it, its participation interest in the Letter of Credit Obligations, and the Notes held by it); provided provided, however, that (i) such Lender’s obligations under this Agreement (including its Commitments to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and obligations, (iii) Holdingssuch Lender shall remain the holder of any such Notes for all purposes of this Agreement, (iv) the BorrowersBorrower, the Administrative Agent, and the Issuing Lenders and the Issuing Banks other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that , and (v) such Lender shall retain not require the sole right participant’s consent to enforce any matter under this Agreement and Agreement, except for change in the other Loan Documents and to approve any amendmentprincipal amount of the Notes, modification reductions in fees or waiver interest, releasing all or substantially all of any provision Collateral, permitting the Borrower or any Subsidiary to enter into any merger or consolidation with or into any other, postponement of this Agreement and any date fixed for any payment of principal of, or interest on, the Notes or any fees or other Loan Documents; provided that such agreement amounts payable hereunder, or instrument may provide that such Lender will not, without the consent extensions of the ParticipantMaturity Date or the Commitment Termination Date. The Borrower hereby agrees that participants shall have the same rights under Sections 2.12, agree to any amendment2.13, waiver or other modification described in Section 9.02(b)(i) that affects such Participant. Subject to subsection (e) of this Section 9.042.14(d), the Borrowers agree that each Participant shall be entitled and 9.07 as a Lender to the benefits extent of Sections 2.13, 2.14 and 2.15 (subject to the requirements and limitations of such sections and Section 2.17) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 9.04their respective participations. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 7.04 as though it were a Lender, provided such Participant agrees to be subject to Sections 2.16 and 2.17 Section 2.11 as though it were a Lender. 92 Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersBorrower, maintain a register in the United States on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement the Loan Documents (the “Participant Register”); provided that ) and no Lender shall have any obligation to disclose all or any portion of the information contained in any Participant Register Registry (including the identity of any Participant or any information relating to a the Participant’s interest in any commitments, loans, letters of credit or its other obligations interests under any Loan Documentthis Agreement) to any Person except to the extent that such disclosure is necessary in connection with a Tax audit or other proceeding to establish that any loans are in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For Borrower hereby agrees that each Lender acting as its non-fiduciary agent solely for the avoidance purpose set forth above in this clause (e), shall not subject such Lender to any fiduciary or other implied duties, all of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Registerwhich are hereby waived by Borrower.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers Borrower or the Administrative Agent, sell participations to any Person person (other than a natural person, a known Defaulting Lender or the Borrowers or Borrower, any of the Borrowers’ Borrower’s Affiliates or SubsidiariesSubsidiaries or, to the extent a list of Ineligible Institutions is posted on the Platform in a manner accessible to all Lenders, any Ineligible Institution) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements Obligations and/or Swingline Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the BorrowersBorrower, the Administrative Agent, the Lenders L/C Issuers and the Issuing Banks Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and or any of the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (y)(ii), (iii), (iv), (vii) and (viii) of the first proviso to Section 9.02(b)(i) 11.01 that affects such ParticipantParticipant and requires the consent of each Lender directly affected thereby. Subject to subsection (e) of this Section 9.04, the Borrowers agree The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.133.01, 2.14 3.04 and 2.15 (subject to the requirements and limitations of such sections and Section 2.17) 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 9.04(it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 11.14 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 3.01, 3.04 or 3.05, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A participant shall not be entitled to the benefits of Section 3.01 to the extent such Participant fails to comply with Section 3.01(e) as though it were a Lender. 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 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.09 as though it were a Lender, ; provided that such Participant agrees to be subject to Sections 2.16 and 2.17 Section 2.14 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary an agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the 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 commitmentsCommitments, loansLoans, letters of credit L/C Borrowings, Swing Line Loans or its other obligations under any Loan Document) to any Person person except to the extent that such disclosure is necessary in connection with a Tax audit or other proceeding to establish that any loans are such Commitment, Loan, L/C Borrowing, Swing Line Loan or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Lender may at any timemay, without the consent of, or notice to, the Borrowers Company or the Administrative Agent, sell participations to any Person one or more Persons (other than a natural person, a Defaulting Lender Person or the Borrowers Company or any of the Borrowers’ Affiliates or Subsidiaries) (each, a “Participant”its Affiliates) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) owing to it)Agreement; provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) HoldingsCompany, the Borrowers, the Administrative Agent, the Lenders Agent and the Issuing Banks other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Notwithstanding the foregoing, any Lender may sell participations to any Equity Holder or any Permitted Successor of any Equity Holder; provided that (a) each of the selling Lender and purchasing Equity Holder (or Permitted Successor of such Equity Holder) shall deliver to Administrative Agent prior written notice of such participation sale and (b) such Participant shall deliver to Administrative Agent information reasonably requested by the Administrative Agent about such Participant (akin to the information required to be delivered pursuant to subsection 10.1B(i)(c). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver directly affecting (A) the extension of (1) the Maturity Date or other modification described in Section 9.02(b)(i(2) that affects the regularly scheduled maturity of any portion of the principal amount of or interest on any Loan allocated to such Participantparticipation or (B) a reduction of the principal amount of or the rate of interest payable on any Loan allocated to such participation. Subject to subsection (e) the further provisions of this Section 9.04subsection 10.1C, the Borrowers agree Company agrees that each Participant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15 (subject to the requirements and limitations of such sections and Section 2.17) subsection 2.7 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 9.04. 10.1B. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 subsection 10.4 as though it were a Lender, provided such Participant agrees to be subject to Sections 2.16 and 2.17 subsection 10.5 as though it were a Lender. Each A Participant shall not be entitled to receive any greater payment under subsection 2.7 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant unless the sale of the participation to such Participant is made with Company’s prior written consent. No Participant shall be entitled to the benefits of subsection 2.7 unless Company is notified of the participation sold to such Participant and such Participant specifically agrees (and references the obligations of Company under subsection 2.7), for the benefit of Company, to comply with subsection 2.7B(iv) as though it were a Lender. In the event that a Lender sells a participation shallparticipation, Lender shall maintain, acting solely for this purpose as a non-fiduciary agent of the BorrowersAdministrative Agent and Company, maintain a register on which it enters the name and address of each Participant all participants in the Registered Loan held by such Lender and the principal amounts amount thereof (and stated interest thereon of thereon) (as to each Participant’s interest in the Loans or other obligations under this Agreement (Lender, the “Participant Register”); provided that no Lender shall have any obligation to disclose all . Each Registered Loan (and the registered note, if any, evidencing the same) may be participated in whole or any portion in part only by registration of such participation on the Participant Register (including and each registered note shall expressly so provide). Any participation of such Registered Loan (and the identity registered note, if any, evidencing the same) may be effected only by the registration of any such participation on the 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 in connection with a Tax audit or other proceeding to establish that any loans are in registered form for U.S. federal income tax purposesRegister. The entries in the Participant Register shall be conclusive absent manifest error, available for inspection by Company and such Lender shall treat each person whose name is recorded in the Participant Register as the Participant 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 Registerat any reasonable time and from time to time upon reasonable prior notice.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers Borrower or the Administrative Agent, sell participations to any Person (other than a natural personPerson, a Defaulting Lender or the Borrowers Borrower or any of the Borrowers’ Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the BorrowersBorrower, the Administrative Agent, Agent and the Lenders and the Issuing Banks shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and or the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (a), (b) or (c) of the first proviso to Section 9.02(b)(i) 10.01 that directly affects such Participant (it being understood that (i) any vote to rescind any acceleration made pursuant to Section 8.02 of amounts owing with respect to the Loans and other Obligations and (ii) any modifications of the provisions relating to amounts, timing or application of prepayments of Loans and other Obligations shall not require the approval of such Participant). Subject to subsection (e) of this Section 9.04Section, the Borrowers agree each Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.133.01, 2.14 3.04 and 2.15 3.05 to the same extent (subject to the requirements and limitations in those sections, including timely delivery of such sections and forms pursuant to Section 2.173.01) to the same extent as if it were a Lender of the relevant Loan and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section 9.04and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except, subject to subsection (e) of this Section, 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 Borrowers' request and expense, to use reasonable efforts to cooperate with the Borrowers to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were a Lender, ; provided that such Participant agrees to be subject to Sections 2.16 and 2.17 Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary an agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the 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 '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 in connection with a Tax audit or other proceeding to establish that any loans are such commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any The Lender may at any time[, without without] (with the Borrower’s prior written consent of[of,]which shall not be (i) unreasonably withheld, conditioned or delayed or (ii) required during the continuance of an Event of Default; provided that the Borrower shall be deemed to have consented unless it shall have objected thereto by written notice to, [,] the Borrowers or the Administrative Agent, [Loan Parties,]Lender within ten (10) Business Days after having received notice of a failure to respond to such request for consent) sell participations to any Person (other than a natural person, a Defaulting Lender person or the Borrowers Loan Parties or any of the BorrowersLoan Parties’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such the Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such the Lender’s participations in L/C Disbursements and/or Swingline LoansObligations) owing to it); provided that (i) such the Lender’s obligations under this Agreement shall remain unchanged, (ii) such the Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the Borrowers, the Administrative Agent, the Lenders Loan Parties and the Issuing Banks L/C Issuer shall continue to deal solely and directly with such the Lender in connection with such the Lender’s rights and obligations under this Agreement. Any Participant shall agree in writing to comply with all confidentiality obligations set forth in Section 9.07 as if such Participant was the Lender hereunder. Any agreement or instrument pursuant to which a the Lender sells such a participation shall provide that such the Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such the Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 9.02(b)(i) that affects such ParticipantParticipant disproportionately to the Lender. Subject to subsection (ed) of this Section 9.04Section, the Borrowers Loan Parties agree that each Participant shall be entitled to the benefits of Sections 2.133.01, 2.14 3.04 and 2.15 (subject to the requirements and limitations of such sections and Section 2.17) 3.05 to the same extent as if it were a the Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 9.04. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Sections 2.16 and 2.17 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts and interest thereon of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”9.06(b); 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 in connection with a Tax audit or other proceeding to establish that any loans are in registered form for U.S. federal income tax purposes. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Each Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, time sell participations to any Person one or more banks, financial institutions or other entities (other than a natural person, a Defaulting Lender person or the Borrowers Borrower or any of the Borrowers’ Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in or to all or a portion of such Lender’s its rights and/or and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment and/or and the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) Advances owing to it); provided provided, however, that (i) such Lender’s obligations under this Agreement (including, without limitation, its Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and obligations, (iii) Holdings, such Lender shall remain the Borrowersmaker of any such Advance for all purposes of this Agreement and (iv) the Borrower, the Administrative Agent, the Lenders Agent and the Issuing Banks other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.05 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver or other modification described with respect to the provision in Section 9.02(b)(i) 10.01 relating to amendments, waivers or consents requiring unanimous consent of the Lenders that affects such Participant. Subject to subsection (e) of this Section 9.04the following paragraph, the Borrowers agree Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.13, 2.14 4.03 and 2.15 (subject to the requirements and limitations of such sections and Section 2.17) 4.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 9.04Section. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.05 as though it were a Lender, provided such Participant agrees to be subject to Section 4.04 as though it were a Lender. A Participant shall not be entitled to receive any greater payment under Sections 2.16 4.03 and 2.17 4.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 4.05 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 4.05(f) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the Loans Advances 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, loansadvances, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary in connection with a Tax audit or other proceeding to establish that any loans are such commitment, advance, letter of credit or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrowers or Borrower, any of the Borrowers’ Borrower's Affiliates or SubsidiariesSubsidiaries (other than an Affiliate that qualifies as an Eligible Assignee pursuant to the definition of "Eligible Assignee") or, subject to the last two sentences of this clause (d), a Non-Financial Entity) (each, a “Participant”"PARTICIPANT") in all or a portion of such Lender’s 's rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s 's participations in L/C Disbursements and/or Swingline LoansObligations) owing to it); provided that (i) such Lender’s 's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdingsthe Borrower, the Borrowers, the Administrative Agent, the Lenders Agents and the Issuing Banks other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clause (c), (d), (g) or (h) of Section 9.02(b)(i) 10.01 that directly affects such Participant. Subject to subsection (e) of this Section 9.04Section, the Borrowers agree Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.133.01, 2.14 3.04 and 2.15 (subject to the requirements and limitations of such sections and Section 2.17) 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 9.0410.06(b). To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were a Lender, provided such Participant agrees to be subject to Sections 2.16 and 2.17 Section 2.13 as though it were a Lender. Each Notwithstanding the foregoing, if at any time a Lender that sells proposes to sell a participation shallto a Non-Financial Entity, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts and interest thereon of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided that no then such Lender shall have any obligation to disclose all or any portion notify the Borrower of the Participant Register (including the identity of such proposed participant. No participation shall be sold to any Participant Non-Financial Entity that is designated by the Borrower, within three Business Days after receipt by the Borrower of notification from the applicable Lender pursuant to the immediately preceding sentence, as a direct or indirect competitor of Holdings or any information relating to a Participant’s interest in any commitments, loans, letters Subsidiary of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary in connection with a Tax audit or other proceeding to establish that any loans are in registered form for U.S. federal income tax purposes. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the Participant 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 RegisterHoldings.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to any Person (other than a natural personPerson, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a Defaulting Lender natural Person, or the Borrowers or any of the Borrowers’ Affiliates or SubsidiariesRestricted Subsidiaries or any Disqualified Institution) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) owing to it); provided that provided, (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, and (iii) Holdings, the Borrowers, the Administrative Agent, the Issuing Bank and Lenders and the Issuing Banks shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.3(b) with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that provided, such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver or other modification described in Section 9.02(b)(i10.5(b) or 10.5(c) that adversely affects such Participant. Subject to subsection (e) of this Section 9.04, the The Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.13, 2.14 2.19 and 2.15 2.20 (subject to the requirements and limitations of such sections and therein, including the requirements under Section 2.172.20(g) (it being understood that the documentation required under Section 2.20(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection clause (b) of this Section 9.04(subject to the requirements and limitations therein, including the requirements under Section 2.20(g)); provided, such Participant agrees to be subject to the provisions of Sections 2.19 and 2.20 as if it were an assignee under Section 10.6(b). To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.4 as though it were a Lender; provided, provided such Participant agrees to be subject to Sections 2.16 and Section 2.17 as though it were a Lender. Each Lender that sells a participation shall, acting solely for pursuant to this purpose as a non-fiduciary agent of the Borrowers, Section shall maintain a register on which it enters records the name and address of each Participant and the principal amounts of (and stated interest thereon of on) each Participant’s participation interest in with respect to the Loans or other obligations under this Agreement and the Commitments (the each, a “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest or demonstrable error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of a participation with respect to such Loans or Commitments for all purposes under this Agreement, notwithstanding any notice to the contrary. In maintaining the Participant Register, such Lender shall be acting as the agent of the Borrowers solely for purposes of applicable US federal income tax law and undertakes no duty, responsibility or obligation to the Borrowers (without limitation, in no event shall such Lender be a fiduciary of the Borrowers for any purpose, except that such Lender shall maintain the Participant Register; provided that provided, no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any commitmentsCommitments, loansLoans, letters of credit or its other obligations under any Loan Documentthis Agreement) to any Person except to the extent that such disclosure is necessary to establish in connection with a Tax audit that such Commitment, Loan, or other proceeding to establish that any loans are obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103(c) of the United States Treasury Regulations and within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code. The entries A Participant shall not be entitled to receive any greater payment under Sections 2.19 or 2.20 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant (except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant Register acquired the applicable participation) unless the sale of the participation to such Participant is made with the Borrower Representative’s prior written consent. A Participant shall not be entitled to the benefits of Section 2.20 unless the Borrower Representative is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 2.20 as though it were a Lender (it being understood that the documentation required under Section 2.20(g) shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the Participant for all purposes of this Agreement notwithstanding any notice provided to the contraryparticipating Lender). For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.176

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers Parent, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrowers Borrower or any of the Borrowers’ their respective Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdingsthe Parent, the BorrowersBorrower, the Administrative Agent, Agent and the Lenders and the Issuing Banks shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver or other modification of any provision of any Loan Document described in the second sentence of Section 9.02(b)(i) 13.7. that adversely affects such Participant. Subject to the immediately following subsection (e) of this Section 9.04), the Borrowers agree Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.133.10., 2.14 and 2.15 (subject to the requirements and limitations of such sections and Section 2.17) 5.1., 5.4. to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection paragraph (b) of this Section 9.04Section. To the extent permitted by Applicable Law, each Participant also shall be entitled to the benefits of Section 9.08 13.4. as though it were a Lender, provided such Participant agrees to be subject to Sections 2.16 and 2.17 Section 3.3. as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the 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 in connection with a Tax audit or other proceeding to establish that any loans are such commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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. Upon request from the Administrative Agent, a Lender shall notify the Administrative Agent and the Borrower of the sale of any participation hereunder.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrowers or any of the Borrowers’ Affiliates or Subsidiaries) (each, a “Participant”) Participant in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) portion of the Loan owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, and (iii) HoldingsBorrower, the Borrowers, the Administrative Agent, the Lenders Agent and the Issuing Banks other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that (a) such agreement or instrument may provide that such Lender will not, without the consent of the ParticipantParticipant (but only if the Participant is also actually and directly affected thereby), agree to vote in favor of any amendment, modification or waiver that would (i) forgive any indebtedness of Borrower under this Agreement or the Notes, (ii) reduce the rate of interest charged under this Agreement, or (iii) extend the final maturity of any indebtedness evidenced by the Notes, except, in each case, as expressly provided by the terms of the Loan Documents or such Lender’s Joinder Agreement, and (b) Xxxxxxxx, with respect to a Xxxxxxxx Participant, shall be entitled to agree to take into account the consent and direction of such Xxxxxxxx Participant in determining how to cast its vote as a Lender with respect to all matters the Lenders are entitled to vote on under Article IX (provided, however, that no other modification described Lender shall have the responsibility to solicit, obtain or confirm the vote of any Xxxxxxxx Participant in Section 9.02(b)(i) that affects connection therewith, such Participantobligation being solely the obligation of Xxxxxxxx). Subject to subsection paragraph (e) of this Section 9.04Section, the Borrowers agree Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15 (subject to the requirements and limitations of such sections and Section 2.17) 2.6 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection paragraph (b) of this Section 9.04Section. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 8.3 as though it were a Lender, provided such Participant agrees to be subject to Sections 2.16 and 2.17 Section 10.5 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts and interest thereon of each Participant’s interest in the Loans or other obligations under this Agreement (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 in connection with a Tax audit or other proceeding to establish that any loans are in registered form for U.S. federal income tax purposes. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Each Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to any Person (one or more commercial banks, lending institutions, finance companies, insurance companies, other than a natural person, a Defaulting Lender financial institutions or the Borrowers funds in or any of the Borrowers’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including to all or a portion of its Commitment rights and/or obligations under and in respect of any and all facilities under this Agreement (including, without limitation, all or a portion of any or all of its Revolving Loan Commitments hereunder and the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) owing to it); provided provided, however, that (i) such Lender’s obligations under this Agreement (including, without limitation, its Revolving Loan Commitments hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and obligations, (iii) Holdings, the BorrowersBorrower, the Administrative Agent, the Lenders Agent and the Issuing Banks other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and (iv) such participant’s rights to approve any amendment, modification agree or waiver of any provision of this Agreement and the other Loan Documents; provided that to restrict such agreement or instrument may provide that such Lender will not, without the consent of the Participant, Lender’s ability to agree to any amendmentthe modification, waiver or release of any of the terms of the Loan Documents, to consent to any action or failure to act by any party to any of the Loan Documents or any of their respective Affiliates, or to exercise or refrain from exercising any powers or rights which any Lender may have under or in respect of the Loan Documents, shall be limited to the right to consent to (A) any increase in or extension of the Revolving Loan Commitment of the Lender from whom such participant purchased a participation, (B) the reduction of the principal of, or rate or amount of interest (other modification described in Section 9.02(b)(ithan interest accruing at the default rate) that affects such Participant. Subject to subsection (e) of this Section 9.04on, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15 (Loans subject to such participation (other than by the requirements and limitations payment or prepayment thereof), (C) the postponement of such sections and Section 2.17) to any date fixed for any payment of principal of, or interest on, the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 9.04. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be Loans subject to Sections 2.16 and 2.17 as though it were a Lender. Each Lender that sells a such participation shall, acting solely for this purpose as a non-fiduciary agent (except with respect to any modifications of the Borrowersprovisions relating to prepayments of Loans and other Obligations), maintain a register on which it enters the name and address (D) releasing any Material Guarantor of each Participant and the principal amounts and interest thereon of each Participant’s interest in the Loans or other its obligations under this Agreement a Guaranty (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 than in connection with a Tax audit or other proceeding to establish that any loans are sale of such Guarantor permitted hereunder, in registered form for U.S. federal income tax purposes. The entries in the Participant Register which case such release shall be conclusive absent manifest error, automatic upon such sale) and such Lender shall treat each person whose name is recorded (E) releasing any material portion of any collateral securing the Obligations (other than in the Participant Register as the Participant for all purposes connection with any sale of this Agreement notwithstanding any notice to the contrary. For the avoidance assets or sale of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant RegisterSubsidiary permitted hereunder).

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers Borrower or the Administrative Agent, sell participations to any Person (other than a natural personPerson, a Defaulting Lender holding company, investment vehicle or trust established for, or owned and operated for the Borrowers primary benefit of, a natural Person, or Borrower or any of the Borrowers’ Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Revolving Line Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) Advances owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, and (iii) Holdings, the BorrowersBorrower, the Administrative Agent, the Lenders Issuing Bank and the Issuing Banks other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnities under Sections 12.10(e) and 13.07 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver or other modification which affects such Participant and for which the consent of such Lender is required (as described in Section 9.02(b)(i) that affects such Participant12.07). Subject to subsection (e) of this Section 9.04, the Borrowers agree Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.13, 2.14 12.10 and 2.15 12.19 (subject to the requirements and limitations of therein (it being understood that the documentation required under Section 12.10(f) shall be delivered by such sections and Section 2.17Participant to the Lender granting such participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection Section 12.02(b); provided that such Participant (bA) agrees to be subject to the provisions of this Sections 2.07 as if it were an assignee under Section 9.0412.02(b); and (B) shall not be entitled to receive any greater payment under Sections 12.10 or 12.19, 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 any Requirement of 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 2.07 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 12.13 as though it were a Lender, ; provided that such Participant agrees to be subject to Sections 2.16 and 2.17 Section 2.06(k) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the Loans Advances or other obligations under this Agreement (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 Documentthis Agreement) to any Person except to the extent that such disclosure is necessary in connection with a Tax audit or other proceeding to establish that any loans are such commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Lender Borrower acknowledges that the Bank may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, -------------- from time to time sell participations in or, with Borrower's prior written consent (which Borrower agrees not to any Person (other than a natural personunreasonably withhold), a Defaulting Lender or the Borrowers or any of the Borrowers’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the Borrowers, the Administrative Agent, the Lenders and the Issuing Banks shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 9.02(b)(i) that affects such Participant. Subject to subsection (e) of this Section 9.04, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15 (subject to the requirements and limitations of such sections and Section 2.17) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 9.04. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Sections 2.16 and 2.17 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts and interest thereon of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose assign all or any portion of the Loan to one or more financial institutions (each a "Participant") as participant or assignee of Bank in the Loan. In this regard, Borrower agrees that Bank may, subject to the following sentence, from time to time provide financial and other information concerning the Borrower to each Participant Register (including the identity of as well as to any Participant or prospective participant. Bank agrees to exercise all reasonable efforts to keep any information relating delivered or made available by the Borrower confidential from anyone other than persons employed or retained by Bank who are or are expected to a Participant’s interest become engaged in any commitmentsevaluating, loansapproving, letters of credit structuring or its other obligations under any Loan Documentadministering the Loan, provided that nothing herein shall prevent Bank from disclosing such information (i) to any Person except affiliate of Bank, (ii) upon the order of any court or administrative agency, (iii) upon the request or demand of any regulatory agency or authority having jurisdiction over Bank, (iv) which has been publicly disclosed, (v) in connection with any litigation relating to the Loan, this Agreement or any transaction contemplated hereby to which Bank or Borrower may be a party, (vi) to the extent that such disclosure is necessary reasonably required in connection with a Tax audit the exercise of any remedy hereunder, (vii) to Bank's legal counsel and independent auditors, and (viii) to any actual or proposed Participant or assignee of all or any part of the Loan hereunder, if such other proceeding Person, prior to establish that such disclosure, agrees for the benefit of the Borrower to comply with the provisions of this Section 2.09. Any out of pocket costs or expenses, including attorneys' fees, incurred by Bank or any loans are Participant in registered form for U.S. federal income tax purposes. The entries in connection with the Participant Register consummation of any such sale or assignment shall be conclusive absent manifest error, borne by Bank and/or such Participant and such Lender shall treat each person whose name is recorded in the Participant Register as the Participant 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 Registernot by Borrower.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers any Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrowers a Borrower or any of the Borrowers’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements Letter of Credit Obligations and/or Swingline Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the Borrowers, the Administrative Agent, the Lenders and the Issuing Banks Letter of Credit Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 9.02(b)(i) 11.01 that affects such Participant. Subject to subsection (e) of this Section 9.04Section, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.133.01, 2.14 3.04 and 2.15 3.05 (subject to the requirements and limitations of such sections and therein, it being understood that the documentation required under Section 2.173.01(e) shall be delivered to the participating Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 9.04Section. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were a Lender, provided such Participant agrees to be subject to Sections 2.16 Section 2.13 and 2.17 Section 11.08 as though it were a Lender. Each If any Lender that (or any assignee thereof) sells a participation participation, such Lender (or such assignee) shall, acting solely for this purpose as a non-fiduciary an agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement the Loan Documents (the “Participant Register”); provided that no Lender (nor any assignee thereof) 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 in connection with a Tax audit or other proceeding to establish that any loans are such commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender (or such assignee) shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender person or the Borrowers Borrower or any of the Borrowers’ Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the BorrowersBorrower, the Administrative Agent, the Lenders Issuing Bank, and the Issuing Banks Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to (w) increase such Lender’s Commitment, (x) extend the date fixed for the payment of principal on the Loans or portions thereof owing to such Lender, (y) reduce the rate at which interest is payable thereon or (z) release any amendmentGuarantor from its Obligations under the Guaranty other than in accordance with Section 8.14 or any other release in accordance with the terms hereof, waiver or other modification described in Section 9.02(b)(i) each case, as applicable to that affects portion of such ParticipantLender’s rights and/or obligations that are subject to the participation. Subject to subsection (e) of this Section 9.04, the Borrowers agree The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.133.10, 2.14 5.1 and 2.15 5.4 (subject to the requirements and limitations of such sections and therein, including the requirements under Section 2.173.10(g) (it being understood that the documentation required under Section 3.10(g) shall be delivered to the participating Lender )) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 5.6 and 5.7 as if it were an assignee under subsection (b) of this Section; and (B) shall not be entitled to receive any greater payment under Section 9.045.1 or 3.10, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent either such entitlement to receive a greater payment results from a Regulatory Change that occurs after the Participant acquired the applicable participation or the sale of the participation to such Participant is made with the Borrower’s prior written consent. 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 5.6 with respect to any Participant. To the extent permitted by Applicable Law, each Participant also shall be entitled to the benefits of Section 9.08 13.4 as though it were a Lender, provided that such Participant agrees to be subject to Sections 2.16 and 2.17 Section 3.3 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-non fiduciary agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts and interest thereon of each Participant’s interest in the Commitments, 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 commitmentsCommitment, loans, letters of credit Loan or its other obligations obligation under any Loan Document) to any Person except to the extent that such disclosure is necessary in connection with a Tax audit or other proceeding to establish that any loans are such Commitment, Loan or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant owner of such interest in the Loans or other obligations under the Loan Documents as the owner thereof 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 Agentadministrative agent) shall have no responsibility for maintaining a Participant Register.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers Borrower or the Administrative Agent, sell participations to any Person (other than a natural personPerson, a Defaulting Lender or the Borrowers Borrower or any of the Borrowers’ Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements Obligations and/or Swingline Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the BorrowersBorrower, the Administrative Agent, the other Lenders and the Issuing Banks L/C Issuers shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. 110 Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (i) through (vi) of Section 9.02(b)(i11.01(a) that affects such Participant. Subject to subsection (e) of this Section 9.04, the Borrowers agree The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.133.01, 2.14 3.04 and 2.15 (subject to the requirements and limitations of such sections and Section 2.17) 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection clause (b) of this Section 9.04(it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 11.13 as if it were an assignee under clause (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation 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 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were a Lender, provided such Participant agrees to be subject to Sections 2.16 and 2.17 Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary an agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the 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 in connection with a Tax audit or other proceeding to establish that any loans are such commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Lender may at any time, without with the prior written consent of, of WBA (such consent not to be unreasonably withheld or notice to, the Borrowers or the Administrative Agentdelayed), sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrowers any Borrower or any of the Borrowers’ its Affiliates or Subsidiaries) (each, a “Participant”) unless (1) a Default under Sections 7.02, 7.05 or 7.06 has occurred and is continuing at the time of the sale of such participation or (2) the sale of such participation is to a Lender; provided that it shall be deemed “reasonable” for WBA to withhold its consent if the sale of the participation is to any participant other than a commercial banking institution with a credit rating for senior, unsecured, long-term indebtedness for borrowed money equal to or better than BBB- with S&P and Baa3 with Xxxxx’x, in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Revolving Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) Obligations owing to it)); provided provided, further, that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) HoldingsWBA, the Borrowerseach other Borrower, the Administrative Agent, the Lenders and the Issuing Banks L/C Issuers shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 9.02(b)(i) that affects such Participant. Subject to subsection (e) of this Section 9.04, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15 (subject to the requirements and limitations of such sections and Section 2.17) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 9.04. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Sections 2.16 and 2.17 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts and interest thereon of each Participant’s interest in the Loans or other obligations under this Agreement (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 in connection with a Tax audit or other proceeding to establish that any loans are in registered form for U.S. federal income tax purposes. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the Participant 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.first proviso to

Participations. Any Lender may at any timemay, without the consent of, or notice to, the Borrowers Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrowers Borrower or any of the Borrowers’ Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements Obligations and/or Swingline Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the BorrowersBorrower, the Administrative Agent, the Lenders Lenders, the L/C Issuers and the Issuing Banks Swing Line Lender shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.08 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso of Section 9.02(b)(i) 10.01 that affects such Participant. Subject to subsection (e) of this Section 9.04Section, the Borrowers agree Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.133.01, 2.14 3.04 and 2.15 (subject to the requirements and limitations of such sections and Section 2.17) 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant agrees to be subject to the provisions of Section 9.043.07 as if it were an assignee under subsection (b) of this Section. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.09 as though it were a Lender, provided such Participant agrees to be subject to Sections 2.16 and 2.17 Section 2.12 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary an agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the 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 person except to the extent that such disclosure is necessary in connection with a Tax audit or other proceeding to establish that any loans are such commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers Parent, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender person or the Borrowers Borrower or any of the Borrowers’ their respective Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdingsthe Parent, the BorrowersBorrower, the Administrative Agent, the Lenders Issuing Banks and the Issuing Banks Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to (w) increase such Lender’s Commitment, (x) extend the date fixed for the payment of principal on the Loans or portions thereof owing to such Lender, (y) reduce the rate at which interest is payable thereon or (z) release any amendmentGuarantor from its Obligations under the Guaranty except as contemplated by Section 8.13.(b), waiver or other modification described in Section 9.02(b)(i) each case, as applicable to that affects portion of such ParticipantLender’s rights and/or obligations that are subject to the participation. Subject to subsection (e) of this Section 9.04, the Borrowers agree The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.133.10., 2.14 and 2.15 5.1., 5.4. (subject to the requirements and limitations of such sections and Section 2.17) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 9.04. To the extent permitted by Lawtherein, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Sections 2.16 and 2.17 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts and interest thereon of each Participant’s interest in the Loans or other obligations under this Agreement (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 requirements under any Loan DocumentSection 3.10.(g) to any Person except to (it being understood that the extent that such disclosure is necessary in connection with a Tax audit or other proceeding to establish that any loans are in registered form for U.S. federal income tax purposes. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the Participant 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.documentation required under

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers any Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrowers Company or any of the Borrowers’ Company’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements Obligations and/or Swingline Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the Borrowers, the Administrative Agent, the Lenders and the Issuing Banks L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Each Lender that sells a participating interest in any Loan, Commitment, participations in L/C Obligations and/or Swing 109 Line Loans, or other interest to a Participant shall, as agent of the Company solely for the purpose of this Section 10.06, record in book entries maintained by such Lender the name and the amount of the participating interest of each Participant entitled to receive payments in respect of such participating interests. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clause (y) of the first proviso to Section 9.02(b)(i) 10.01 that affects such Participant. Subject to subsection clause (e) of this Section 9.04Section, the Borrowers agree each Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.133.01, 2.14 3.04 and 2.15 (subject 3.05 to the requirements same extent as if it were a Lender and limitations had acquired its interest by assignment pursuant to clause (b) of such sections and this Section 2.17(it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection clause (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 10.13 as if it were an assignee under clause (b) of this Section 9.04and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation 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 Company’s request and expense, to use reasonable efforts to cooperate with the Company to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were a Lender, provided such Participant agrees to be subject to Sections 2.16 and 2.17 Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersCompany, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the 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 '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 in connection with a Tax audit or other proceeding to establish that any loans are such commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Lender Bank may at any time, without the consent of, or notice to, the Borrowers Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender Person or the Borrowers Borrower or any of the Borrowers’ Borrower’s Affiliates or SubsidiariesSubsidiaries or any Defaulting Lender) (each, a “Participant”) in all or a portion of such LenderBank’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) owing to it)) in minimum amounts of not less than $5,000,000 prior to an Event of Default, and upon the occurrence and during the continunance of an Event of Default, in any amount; provided that (i) such LenderBank’s obligations under this Agreement shall remain unchanged, (ii) such Lender Bank shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) HoldingsBorrower, the Borrowers, the Administrative Agent, the Lenders Agent and the Issuing Banks shall continue to deal solely and directly with such Lender Bank in connection with such LenderBank’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender Bank sells such a participation shall provide that such Lender Bank shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender Bank will not, without the consent of the Participant, agree to (w) increase such Bank’s Commitment, (x) extend the date fixed for the payment of principal on the Loans or portions thereof owing to such Bank, (y) reduce the rate at which interest is payable thereon or (z) release any amendmentGuarantor from its Obligations under the Guaranty except as contemplated by Section 6.10, waiver or other modification described in Section 9.02(b)(i) each case, as applicable to that affects portion of such ParticipantBank’s rights and/or obligations that are subject to the participation. Subject to subsection (e) of this Section 9.04, the Borrowers agree Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.133.01, 2.14 3.06 and 2.15 10.13 (subject subject, in each case, to the requirements and limitations of such sections and therein, including the requirements under Section 2.1710.13(f) (it being understood that documentation required under Section 10.13(f) shall be delivered to the participating Bank)) to the same extent as if it were a Lender Bank and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 9.043.07 as if it were an assignee under subsection (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.01, 3.06 or 10.13, with respect to any participation, than its participating Bank would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Regulatory Change that occurs after the Participant acquired the applicable participation. Each Bank 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 3.07 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 12.08 as though it were a Lender, Bank; provided that such Participant agrees to be subject to Sections 2.16 and 2.17 Section 10.15 as though it were a LenderBank. Each Lender Bank that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement the Loan Documents (the “Participant Register”); provided that no Lender Bank shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any 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 in connection with a Tax audit or other proceeding to establish that any loans are such commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender Bank shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.. 110

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender Person or the Borrowers Borrower or any of the Borrowers’ Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, and (iii) Holdings, the BorrowersBorrower, the Administrative Agent, the Lenders Issuing Bank and the Issuing Banks Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to (w) increase such Lender’s Commitment, (x) extend the date fixed for the payment of principal on the Loans or portions thereof owing to such Lender, (y) reduce the rate at which interest is payable thereon or (z) release any amendment, waiver or other modification described Guarantor from its Obligations under the Guaranty except as contemplated in Section 9.02(b)(i) 4.6, in each case, as applicable to that affects portion of such ParticipantLender’s rights and/or obligations that are subject to the participation. Subject to subsection (e) of this Section 9.04, the Borrowers agree The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.133.10, 2.14 and 2.15 5.1, 5.4 (subject to the requirements and limitations of such sections and therein, including the requirements under Section 2.173.10(g) (it being understood that the documentation required under Section 3.10(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 9.045.6 as if it were an assignee under subsection (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 5.1 or 3.10, 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 Regulatory Change 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 5.6 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 3.3 as though it were a Lender, ; provided that such Participant agrees to be subject to Sections 2.16 and 2.17 Section 3.3 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent Administrative Agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the 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 in connection with a Tax audit or other proceeding NAI-1501018941v4 to establish that any loans are such commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrowers Borrower or any of the Borrowers’ Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Credit Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements Obligations and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Credit Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the BorrowersBorrower, the Administrative Agent, the other Lenders and the Issuing Banks L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Credit Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Credit Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsCredit Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (i) through (vii) of Section 9.02(b)(i11.01(a) that affects such Participant. Subject to subsection (e) of this Section 9.04Section, the Borrowers agree Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.133.01, 2.14 3.04 and 2.15 (subject to the requirements and limitations of such sections and Section 2.17) 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 9.04(it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 11.13 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 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation 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 3.06 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were a Lender, provided such Participant agrees to be subject to Sections 2.16 and 2.17 Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the 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 Loan Credit Document) to any Person except to the extent that such disclosure is necessary in connection with a Tax audit or other proceeding to establish that any loans are such commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant owner of such participation for all purposes of this Credit 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.

Participations. Any (a) A Lender may at any time, without the consent of, sell or notice to, the Borrowers agree to sell to one or the Administrative Agent, sell participations to any Person more other Persons (other than a natural person, a Defaulting Lender or the Borrowers or any of the Borrowers’ Affiliates or Subsidiaries) (each, each a “Participant”) a participation in all or a portion any part of such Lender’s rights and/or obligations under this Agreement any Loans held by it, or in its Commitment, provided (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) owing to it); provided that (iA) such Lender’s obligations under this Agreement and the other Loan Documents shall remain unchanged, (iiB) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and obligations, (iiiC) HoldingsBorrower, the Borrowers, the Administrative Agent, the Lenders Agent and the Issuing Banks other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and (D) such participation shall not result in any increased costs to, or obligations of, Borrower hereunder as of the date of such sale. In no event shall a Lender that sells a participation agree with the Participant to approve take or refrain from taking any amendment, modification action hereunder or waiver of under any provision of this Agreement and the other Loan Documents; provided that such agreement or instrument may provide Document except that such Lender may agree with the Participant that it will not, without the consent of the Participant, agree to (i) increase or extend the term of such Lender’s Commitment, (ii) extend the date fixed for the payment of principal of or interest on the related Loan or Loans or any amendmentportion of any fee hereunder payable to the Participant, (iii) reduce the amount of any such payment of principal, (iv) reduce the rate at which interest is payable thereon, or any fee hereunder payable to the Participant, to a level below the rate at which the Participant is entitled to receive such interest or fee or (v) consent to any modification, supplement or waiver hereof or of any of the other modification described in Loan Documents to the extent that the same, under Section 9.02(b)(i) that affects such Participant12.2, requires the consent of each Lender. Subject to subsection (e3)(b) of this Section 9.0412.23, the Borrowers agree Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.132.8, 2.14 2.9 and 2.15 (subject to the requirements and limitations of such sections and Section 2.17) 2.12 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b2) of this Section 9.0412.23 (provided the Lender from which the Participant has acquired its interest complies with any requirements of such Sections applicable to such Lender). To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of this Section 9.08 12.23 as though it were a Lender, ; provided that such Participant agrees to be subject to Sections 2.16 and 2.17 this Section 12.23 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts and interest thereon of each Participant’s interest in the Loans or other obligations under this Agreement (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 in connection with a Tax audit or other proceeding to establish that any loans are in registered form for U.S. federal income tax purposes. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers Borrower or the Administrative Agent, sell participations to any Person (other than a natural personPerson, a Defaulting Lender or the Borrowers Borrower or any of the Borrowers’ Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements Obligations and/or Swingline Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the BorrowersBorrower, the Administrative Agent, the Lenders and the Issuing Banks L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For avoidance of default, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 9.02(b)(i) 10.01 that affects such Participant. Subject to subsection (e) of this Section 9.04Section, the Borrowers agree Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.133.01, 2.14 3.04 and 2.15 (subject to the requirements and limitations of such sections and Section 2.17) 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 9.04. To (it being understood that the extent permitted by Law, each Participant also documentation required under Section 3.01(e) shall be entitled delivered to the benefits of Section 9.08 Lender who sells the participation) to the same extent as though if it were a Lender, Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to Sections 2.16 and 2.17 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts and interest thereon of each Participant’s interest in the Loans or other obligations under this Agreement (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 in connection with a Tax audit or other proceeding to establish that any loans are in registered form for U.S. federal income tax purposes. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the Participant 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.the

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender person or the Borrowers Borrower or any of the Borrowers’ Borrower’s Affiliates or SubsidiariesSubsidiaries or the Non-Controlled Project Entities) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment Commitments and/or the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdingsthe Borrower, the Borrowers, the Administrative Agent, the Lenders each Agent and the Issuing Banks other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that would (i) increase or extend the term of such Lender’s Commitment, (ii) extend the date fixed for the payment of principal of or interest on any Loan or any portion of any fee hereunder payable to the Participant, (iii) reduce the amount of any such payment of principal, (iv) reduce the rate at which interest is payable thereon to a level below the rate at which the Participant is entitled to receive such interest, (v) release any Guarantor from the Guarantee (other modification described than in Section 9.02(b)(iaccordance with the provisions of the Financing Documents) that affects such Participantor (vi) release any Property covered by any Security Document, except in connection with Restricted Payments permitted hereunder or as otherwise provided herein or in the Security Documents. Subject to subsection (e) of this Section 9.04, the Borrowers agree The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.134.03, 2.14 4.04, 4.05, 4.06, 8.01(a), 13.03 and 2.15 (subject to the requirements and limitations of such sections and Section 2.17) 13.04 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection paragraph (b) of this Section 9.04. To the extent permitted by Law13.11, each provided that a Participant also shall not be entitled to receive any greater payments under Section 4.06 than the benefits of Section 9.08 as though it were a Lender, provided applicable Lender would have been entitled to receive with respect to such Participant agrees participation sold to be subject to Sections 2.16 and 2.17 as though it were a Lendersuch Participant. Each Lender that sells having sold a participation shallin its rights or Obligations under this Agreement, acting solely for this purpose as a non-fiduciary an agent of the BorrowersBorrower, shall maintain a register on which it enters for the name recordation of the names and address addresses of each Participant such Participants and the principal amounts and interest thereon rights, interests or obligations of each Participant’s interest in the Loans or other obligations under this Agreement (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 such Participants in any commitmentsObligation, loans, letters of credit or its other obligations under in any Loan Document) Commitment and in any right to receive any Person except to the extent that such disclosure is necessary in connection with a Tax audit or other proceeding to establish that any loans are in registered form for U.S. federal income tax purposes. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the Participant 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 Registerpayments hereunder.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers Borrower or the Administrative Agent, sell participations to any Person (other than a natural personPerson, a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, any Person that is a Defaulting Lender Lender, or the Borrowers Borrower or any of the Borrowers’ Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Revolving Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the BorrowersBorrower, the Administrative Agent, the Lenders Issuing Banks and the Issuing Banks Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment(w) increase such Lender’s Commitment, (x) extend the date fixed for the payment of principal on the Loans or portions thereof owing to such Lender, (y) reduce the rate at which interest is payable thereon (other than a waiver of default interest and changes in the calculation of the Total Leverage Ratio that may indirectly affect pricing) or other modification described (z) release all or substantially all of the Guarantors from their Obligations under the Guaranty or the Pledge Agreement, as the case may be, except as contemplated by Section 8.12.(b) or 8.12.(c), in Section 9.02(b)(i) each case, as applicable to that affects portion of such ParticipantLender’s rights and/or obligations that are subject to the participation. Subject to subsection (e) of this Section 9.04, the Borrowers agree The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.133.10., 2.14 and 2.15 5.1., 5.4. (subject to the requirements and limitations of such sections and therein, including the requirements under Section 2.173.10.(g) (it being understood that the documentation required under Section 3.10.(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 9.045.6. as if it were an assignee under subsection (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 5.1. or 3.10., 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 Regulatory Change 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 5.6. with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 13.3. as though it were a Lender, ; provided that such Participant agrees to be subject to Sections 2.16 and 2.17 Section 3.3. as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the 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 in connection with a Tax audit or other proceeding to establish that any loans are such commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.. 128

Participations. Any (i) Subject to the provisions of Section 10.12 below, any Lender may at any timemay, without the consent of, of or notice toto Borrower (but such Lender will use commercially reasonable efforts to notify Borrower re the participation to the extent occurring prior to the occurrence of a Default, and upon Borrower’s request, provide names of the Borrowers participants), and at no cost to Borrower or the Administrative AgentGuarantor, sell participations to any Person one or more banks or other entities (other than a natural person, a Defaulting Lender or the Borrowers or any of the Borrowers’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or and obligations under this Agreement (including all or a portion of its Commitment and/or and the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) owing to it); provided that (iA) such Lender’s obligations under this Agreement shall remain unchanged, (iiB) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iiiC) HoldingsBorrower, the Borrowers, the Administrative Agent, the Lenders Agent and the Issuing Banks other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver or other modification described in Section 9.02(b)(i) that affects such Participant, to the extent any such amendment, modification or waiver shall (i) increase the Commitment of the applicable Lender, (ii) reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, (iii) postpone the scheduled date of payment of the principal amount of any Loan or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment. Subject to subsection (e) of this Section 9.04, the Borrowers agree Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.133.10, 2.14 3.11 and 2.15 3.12 (subject to the requirements and limitations of such sections and therein, including the requirements under Section 2.173.12(f) (it being understood that the documentation required under Section 3.12(f) shall be delivered to the participating Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection Section 10.04(b) hereof; provided that such Participant (A) agrees to be subject to the provisions of Section 3.14 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Section 9.043.10 or 3.12, 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 3.14(b) with respect to any Participant. 81 To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 hereof as though it were a Lender, ; provided that such Participant agrees to be subject to Sections 2.16 3.13(c) and 2.17 10.08 hereof as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary an agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement any Loan Document (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 commitmentsCommitments, loansLoans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary in connection with a Tax audit or other proceeding to establish that any loans are such Commitment, Loan, or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers any Borrower or the Administrative Agent, sell participations to any Person (other than a natural personPerson, a Defaulting Lender or the Borrowers Facility Guarantor or any of the Borrowers’ Facility Guarantor’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements Obligations and/or Swingline Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the Borrowers, the Administrative Agent, the Lenders and the Issuing Banks L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. 130 Credit Agreement Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 9.02(b)(i) 11.01 that affects such Participant. Subject to subsection (e) of this Section 9.04, the Borrowers agree The Company agrees that each Participant shall be entitled to the benefits of Sections 2.133.01, 2.14 3.04 and 2.15 (subject to the requirements and limitations of such sections and Section 2.17) 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 9.04(it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 11.13 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 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation 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 Company’s request and expense, to use reasonable efforts to cooperate with the Company to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were a Lender, provided that such Participant agrees to be subject to Sections 2.16 and 2.17 Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary nonfiduciary agent of the BorrowersCompany, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the 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 in connection with a Tax audit or other proceeding to establish that any loans are such commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Lender may at any timemay, without with the consent of, of the Borrower (such consent not to be unreasonably withheld or notice to, the Borrowers or the Administrative Agentdelayed), sell participations to any Person one or more banks or other entities (other than a natural person, a Defaulting Lender or the Borrowers or any of the Borrowers’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and/or Commitments and the Loans (including such Lender’s participations in L/C and LC Disbursements and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement and the other Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and obligations, (iii) Holdings, the BorrowersBorrower, the Administrative Agent, the Lenders Issuing Banks and the Issuing Banks other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this AgreementAgreement and the other Loan Documents and (iv) no consent of the Borrower shall be required for a participation to a Lender, an Affiliate of a Lender, or, if an Event of Default has occurred and is continuing (except that so long as no Event of Default under clause (a), (b), (i), (j), or (k) of Article VII is continuing, the Borrower shall have a consent right over any participation to a “direct competitor” of the Borrower identified to the Administrative Agent and the Lenders prior to the Restatement Effective Date and as may thereafter be agreed between the Borrower and the Administrative Agent acting reasonably). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the or any other Loan DocumentsDocument; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver or other modification described in the first proviso to Section 9.02(b)(i9.02(b) that affects such Participant. Subject to subsection paragraph (ef) of this Section 9.04Section, the Borrowers agree Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15 (subject to the requirements and limitations of such sections and Section 2.17) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection paragraph (b) of this Section 9.04Section. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Sections 2.16 and 2.17 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts and interest thereon of each Participant’s interest in the Loans or other obligations under this Agreement (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 in connection with a Tax audit or other proceeding to establish that any loans are in registered form for U.S. federal income tax purposes. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the Participant 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.of

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to any Person (other than a natural personPerson, a Defaulting Lender or the Borrowers any Borrower or any of the Borrowers’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements Obligations and/or Swingline Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the Borrowers, the Administrative Agent, the Lenders and the Issuing Banks L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide (A) that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 9.02(b)(i) 10.01 that affects such Participant and (B) solely in the case of a bank that is a member of the Farm Credit System that (x) has purchased a participation interest in the minimum amount of $3,000,000 in such Lender’s Commitment on or after the Closing Date and (y) is, by written notice (“Voting Participant Notification”), designated by such Lender to the Administrative Borrower and the Administrative Agent as being entitled to be accorded the rights of a Voting Participant hereunder (any bank that is a member of the Farm Credit System so designated being called a “Voting Participant”), that such Voting Participant shall be entitled to vote (and the voting rights of such Lender shall be correspondingly reduced), on a Dollar for Dollar basis, as if such Voting Participant were a Lender on any matter requiring or allowing a Lender to provide or withhold its consent or to otherwise vote on any proposed action. To be effective, each Voting Participant Notification shall, with respect to such Voting Participant, (1) state the full legal name of such Voting Participant, as well as all contact information required of a Lender as set forth in Section 10.02(a)(ii) and (2) state the Dollar amount of participation interest purchased. Notwithstanding the above, the Administrative Agent acknowledges the participations noted on Schedule 2.01 as of the Closing Date and no Voting Participation Notification shall be required with respect to such participations. Subject to subsection (e) of this Section 9.04Section, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.133.01, 2.14 3.04 and 2.15 (subject to the requirements and limitations of such sections and Section 2.17) 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section 9.04and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation 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 Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrowers to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were a Lender, ; provided that such Participant agrees to be subject to Sections 2.16 and 2.17 Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary an agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the 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 in connection with a Tax audit or other proceeding to establish that any loans are such commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers Borrower or the Administrative Agent, sell participations to any Person (other than a natural personPerson, a Defaulting holding company, investment vehicle or trust established for, or owned and operated for the primary benefit of, a natural Person, any Excluded Lender or the Borrowers Borrower or any of the Borrowers’ Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, and (iii) Holdings, the BorrowersBorrower, the Administrative Agent, the Lenders Issuing Lender and the Issuing Banks other Lenders shall continue to deal solely and directly with such Lender in connection with such LenderXxxxxx’s rights and obligations under this Agreement. Each Lender shall be responsible for the indemnities under Sections 2.17(e) and 9.7 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver or other modification which affects such Participant and for which the consent of such Lender is required (as described in Section 9.02(b)(i) that affects such Participant10.1). Subject to subsection (e) of this Section 9.04, the Borrowers agree The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.132.16, 2.14 2.17 and 2.15 2.18 (subject to the requirements and limitations of therein, including the requirements under Section 2.17(f) (it being understood that the documentation required under Section 2.17(f) shall be delivered by such sections and Section 2.17Participant to the Lender granting such participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection Section 10.6(b); provided that such Participant (bA) agrees to be subject to the provisions of this Sections 2.20 as if it were an assignee under Section 9.0410.6(b); and (B) shall not be entitled to receive any greater payment under Sections 2.16 or 2.17, 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 any Requirement of 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 2.20 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.7 as though it were a Lender, ; provided that such Participant agrees to be subject to Sections 2.16 and 2.17 Section 2.15(j) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the 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 commitmentsCommitments, loansLoans, letters Letters of credit Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary in connection with a Tax audit or other proceeding to establish that any loans are such commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposes. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the Participant 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.under Section 5f.103-

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers Borrower or the Administrative Agent, sell participations to any Person (other than a natural personPerson, a Defaulting Lender or Holdings or the Borrowers Borrower or any of the Borrowers’ their respective Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements Obligations and/or Swingline Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the BorrowersBorrower, the Administrative Agent, the Lenders and the Issuing Banks L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 9.02(b)(i) 10.01 that affects such Participant. Subject To the extent permitted by law, each Participant also shall be entitled to subsection (ethe benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such 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 Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 9.04, the Borrowers agree 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.133.01, 2.14 3.04 and 2.15 (subject to the requirements and limitations of such sections and Section 2.17) 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 9.04(it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 10.13 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 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive had the participation not been sold. 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 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were a Lender, ; provided that such Participant agrees to be subject to Sections 2.16 and 2.17 Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary an agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the 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 in connection with a Tax audit or other proceeding to establish that any loans are such commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Each Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to any Person one or more banks or other entities (other than a natural personthe Borrower, a Defaulting Lender or the Borrowers or any of the Borrowers’ Affiliates Borrower’s Affiliates, any natural Person, or Subsidiaries) (eacha holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a “Participant”) natural Person, any Defaulting Lender, or, unless the Borrower’s prior consent is obtained and in all accordance with the provisions of Section 9.07(h), a Competitor), in or a portion of such Lender’s rights and/or obligations under this Agreement (including to all or a portion of its Commitment and/or rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) Advances owing to it and any Note or Notes held by it); provided provided, however, that (i) such Lender’s obligations under this Agreement (including, without limitation, its Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and obligations, (iii) Holdingssuch Lender shall remain the holder of any such Note for all purposes of this Agreement, (iv) the Borrower, the Borrowersother Borrower, the Administrative Agent, the Lenders Agent and the Issuing Banks other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which Agreement and (v) no participant under any such participation shall have any rights as a Lender sells such a participation shall provide that such Lender shall retain the sole hereunder, including, without limitation, any right to enforce this Agreement and the other Loan Documents and make any demand under Section 2.11 or 2.14 or right to approve any amendment, modification amendment or waiver of any provision of this Agreement and the other Loan Documents; provided that such agreement or instrument may provide that such Lender will notany Note, without the or any consent of the Participant, agree to any amendmentdeparture by the Borrower therefrom, waiver or other modification described in Section 9.02(b)(i) that affects such Participant. Subject to subsection (e) of this Section 9.04, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15 (subject to the requirements and limitations of such sections and Section 2.17) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 9.04. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Sections 2.16 and 2.17 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts and interest thereon of each Participant’s interest in the Loans or other obligations under this Agreement (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 in connection with a Tax audit amendment, waiver or consent would reduce the principal of, or interest on, any Notes or any fees or other proceeding to establish that any loans are amounts payable hereunder, in registered form for U.S. federal income tax purposes. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the Participant for all purposes of this Agreement notwithstanding any notice case to the contrary. For extent subject to such participation, or postpone any date fixed for any payment of principal of, or interest on, any Notes or any fees or other amounts payable hereunder or amend this Section 9.07(d) in any manner adverse to such participant, in each case to the avoidance Interpublic Term Loan Credit Agreement extent subject to such participation and in any event such voting rights shall not exceed those of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant RegisterLender hereunder that is the seller of such participation.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers Borrower or the Joint Administrative Agent, sell participations to any Person (other than a natural personPerson, a Defaulting Lender or the Borrowers Borrower or any of the Borrowers’ Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements Obligations and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdingsthe Borrower, the Borrowers, the Joint Administrative Agent, the Lenders and the Issuing Banks L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participations.  Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without 116 the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 9.02(b)(i) 11.01 that affects such Participant. Subject to subsection (e) of this Section 9.04, the Borrowers agree The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.133.01, 2.14 3.04 and 2.15 3.05 (subject to the requirements and limitations of such sections and therein, including the requirements under Section 2.173.01(e) (it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section 9.04and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation 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 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were a Lender, ; provided that such Participant agrees to be subject to Sections 2.16 and 2.17 Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary an agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the 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 in connection with a Tax audit or other proceeding to establish that any loans are such commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Joint Administrative Agent (in its capacity as Joint Administrative Agent) shall have no responsibility for maintaining a Participant Register.. 

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrowers or any of the Borrowers’ Borrower’s Affiliates or Restricted Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements C-BA Obligations and/or Swingline Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the Borrowers, the Administrative Agent, the Lenders and the Issuing Banks L/C-BA Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and provided further that, so long as no Event of Default has occurred and is continuing at the other Loan Documents and time of such participation, with respect to approve any amendment, modification or waiver the sale of any provision of this Agreement and participation in the other Singapore Term Loan Documents; provided Facility, the Borrowing Agent’s consent shall be required, which consent shall not be unreasonably withheld or delayed (it being agreed that such agreement or instrument may provide that such Lender will not, without the Borrowing Agent shall be deemed to be reasonable in withholding its consent to any assignment in respect of the Participant, agree Singapore Term Loan Facility if the proposed assignment is not to any amendment, waiver a commercial bank organized under the laws of the Republic of Singapore or a Singapore-authorized branch of a commercial bank organized under the laws of a jurisdiction other modification described in Section 9.02(b)(i) that affects such Participant. Subject to subsection (e) of this Section 9.04, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15 (subject to the requirements and limitations of such sections and Section 2.17) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 9.04. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Sections 2.16 and 2.17 as though it were a Lenderthan Singapore). Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary an agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the Loans or other obligations 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 to any Person (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 in connection with a Tax audit or other proceeding to establish that any loans are such commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such 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 Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. Subject to subsection (e) of this Section, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers Borrower or the Administrative Agent, sell participations to any Person (other than a natural personPerson, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a Defaulting Lender natural Person, or the Borrowers Borrower or any of the Borrowers’ Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the BorrowersBorrower, the Administrative Agent, the Lenders Issuing Banks and the Issuing Banks Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Except as otherwise provided in Section 13.4 or as otherwise expressly stated herein, no Participant shall have any rights or benefits under this Agreement or any other Loan Document. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan DocumentsAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to (w) increase such Lender’s Revolving Credit Commitment, (x) extend the date on which any amendmentscheduled payment of principal on the Loans or portions thereof owing to such Lender is to be made, (y) reduce the rate at which interest is payable thereon (other than a waiver of default interest and changes in calculation of the Leverage Ratio that may indirectly affect pricing) or other modification described (z) release all or substantially all of the Guarantors from their obligations under the Guaranty (except as contemplated by Sections 8.14 or 8.15) or release the Parent Guarantor from its obligations under the Guaranty, in Section 9.02(b)(i) each case, as applicable to that affects portion of such ParticipantLender’s rights and/or obligations that are subject to the participation. Subject to subsection (e) of this Section 9.04, the Borrowers agree The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.133.10, 2.14 and 2.15 5.1, 5.4 (subject to the requirements and limitations of such sections and therein, including the requirements under Section 2.173.10(g) (it being understood that the documentation required under Section 3.10(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 9.043.9(h) or 5.6 as if it were an assignee under subsection (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 5.1 or 3.10, 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 Regulatory Change 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 3.9(h) or 5.6 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 13.4 as though it were a Lender, ; provided that such Participant agrees to be subject to Sections 2.16 and 2.17 Section 3.3 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the 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 in connection with a Tax audit or other proceeding to establish that any loans are such commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrowers or any of the Borrowers’ Borrower’s Affiliates or Restricted Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Disbursements C-BA Obligations and/or Swingline Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the Borrowers, the Administrative Agent, the Lenders and the Issuing Banks L/C-BA Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and provided further that, so long as no Event of Default has occurred and is continuing at the other Loan Documents and time of such participation, with respect to approve any amendment, modification or waiver the sale of any provision of this Agreement and participation in the other Singapore Term Loan Documents; provided Facility, the Borrowing Agent’s consent shall be required, which consent shall not be unreasonably withheld (it being agreed that such agreement or instrument may provide that such Lender will not, without the Borrowing Agent shall be deemed to be reasonable in withholding its consent to any assignment in respect of the Participant, agree Singapore Term Loan Facility if the proposed assignment is not to any amendment, waiver a commercial 122 bank organized under the laws of the Republic of Singapore or a Singapore-authorized branch of a commercial bank organized under the laws of a jurisdiction other modification described in Section 9.02(b)(i) that affects such Participant. Subject to subsection (e) of this Section 9.04, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15 (subject to the requirements and limitations of such sections and Section 2.17) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 9.04. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Sections 2.16 and 2.17 as though it were a Lenderthan Singapore). Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary an agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest thereon stated interest) of each Participant’s interest in the Loans or other obligations 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 to any Person (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 in connection with a Tax audit or other proceeding to establish that any loans are such commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposesunder Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person Person whose name is recorded in the Participant Register as the Participant 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. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such 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 Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. Subject to subsection (e) of this Section, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender.