Common use of Participations Clause in Contracts

Participations. Any Lender may at any time, without the consent of, or notice to, Borrower or 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 Borrower or any of Borrower’s Affiliates or Subsidiaries) 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 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) Borrower, Administrative Agent, and 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 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, modification or waiver described in Section 13.05 that affects such participant. Each Loan Party agrees that each participant (A) shall be entitled to the benefits of Sections 2.03, 2.04, 2.05 and 2.06 subject to the requirements and limitations therein, including the requirements under Section 6.09 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.01(b); and (B) shall not be entitled to receive any greater payment under Section 2.03 or 2.06 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 law, each participant also shall be entitled to the benefits of Section 13.15 as though it were a Lender; provided, that such participant agrees to be subject to Section 2.04 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Term Loan Commitments, Loans, or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, 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 Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust established for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Term Loan Commitment and/or the 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) the Borrower, the Administrative Agent, the Issuing Lender 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. For the avoidance of doubt, each Lender shall be responsible for the indemnities under Sections 2.20(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 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 participantParticipant, agree to any amendment, modification or waiver which affects such Participant and for which the consent of such Lender is required (as described in Section 13.05 that affects such participant10.1). Each Loan Party The Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.032.19, 2.04, 2.05 2.20 and 2.06 2.21 (subject to the requirements and limitations therein, including the requirements under Section 6.09 2.20(f) (it being understood that the documentation required under Section 2.20(f) shall be delivered by such Participant 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 Section 13.01(b10.6(b); provided that such Participant (A) agrees to be subject to the provisions of Sections 2.23 as if it were an assignee under Section 10.6(b); and (B) shall not be entitled to receive any greater payment under Section 2.03 Sections 2.19 or 2.06 2.20, 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 change in any Requirement of Law that occurs after the participant 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 2.23 with respect to any Participant. To the extent permitted by law, each participant Participant also shall be entitled to the benefits of Section 13.15 10.7 as though it were a Lender; provided, provided that such participant Participant agrees to be subject to Section 2.04 2.18(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 Borrower, maintain a register on which it enters the name and address of each participant Participant and the principal amounts (and stated interest) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant Participant or any information relating to a participantParticipant’s interest in any Term Loan Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, 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 Borrower 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 Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement and the Credit Agreement (including all or a portion of its Term Loan Commitment commitment and/or the Loans owing to it); provided that that (i) such Lender’s obligations under this Agreement and the 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) the Borrower, the Administrative Agent, Agent and Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the Credit Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 6.03 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 Credit Agreement and to approve any amendment, modification or waiver of any provision of this Agreement and the Credit Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the participantParticipant, agree to any amendment, modification or waiver described with respect to the matters set forth in Section 13.05 7.02(a)-(m) that affects such participantParticipant. Each Loan Party The Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.03any provisions in the Credit Agreement with respect to increased costs, 2.04, 2.05 eurodollar breakage indemnity and 2.06 tax gross-up (subject to the requirements and limitations therein, including therein and the requirements under Section 6.09 Sections 10.12 and 10.13 (it being understood that the documentation required from a Lender in order to be eligible for a tax gross-up 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 Section 13.01(b)9.01; provided that such Participant (A) agrees to be subject to any provisions of the Credit Agreement regarding the mitigation of such amounts and the replacement of lenders (if any) as if it were an assignee under Section 9.01; and (B) shall not be entitled to receive any greater payment under Section 2.03 or 2.06 in respect of increased costs of tax gross-up, 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 change in Law law that occurs after the participant 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 any replacement of lender provisions in the Credit Agreement with respect to any Participant claiming such increased costs of tax gross-up. To the extent permitted by law, each participant Participant also shall be entitled to the benefits of Section 13.15 8.01 as though it were a Lender; provided, provided that such participant Participant agrees to be subject to Section 2.04 8.02 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 Borrower, maintain a register on which it enters the name and address of each participant Participant and the principal amounts (and stated interest) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant Participant or any information relating to a participant’s Participant's interest in any Term Loan 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 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 and the 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 Each Lender may at any timemay, without on or after the consent ofdelivery of notice to the Borrowers, sell, transfer, grant or notice to, Borrower or Administrative Agent, sell assign 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 Borrower or any of Borrower’s Affiliates or Subsidiaries) in all or a portion any part of such Lender’s rights and/or interests and obligations under this Agreement (including all or a portion of its Term Loan Commitment and/or the Loans owing to it)hereunder; provided that (i) such selling Lender shall remain a “Lender” for all purposes under this Credit Agreement (such selling Lender’s obligations under this Agreement the Credit Documents remaining unchanged) and the participant shall remain unchangednot constitute a Lender hereunder, (ii) no Lender shall grant to any such participant rights to approve any amendment or waiver relating to the Credit Documents, except to the extent any such amendment or waiver would (A) reduce the principal of or rate of interest on or fees in respect of any Loans in which the participant is participating, or (B) postpone the date fixed for any payment of principal (including extension of the Maturity Date or the date of any mandatory prepayment), interest or fees in respect of any Loans in which the participant is participating, (iii) sub-participations by the participant (except to an Affiliate, parent company or Affiliate of a parent company of the participant) shall be permitted with the consent of the Borrowers (which, in each case, shall not be unreasonably withheld or delayed and shall not be required during the existence of a Default or Event of Default) and (iv) without the prior written consent of the Administration Agent, no participation shall be sold to a prospective participant that bears a relationship to any Borrower described in Section 108(e)(4) of the Code. In the case of any such participation and notwithstanding the foregoing, (i) the participant shall not have any rights under this Credit Agreement or the other Credit Documents (the participant’s rights against the selling Lender in respect of such participation to be those set forth in the participation agreement with such Lender shall remain solely responsible to creating such participation in a manner consistent with this Section 12.3(e)), (ii) the Borrowers, the Administrative Agent and the other parties hereto for Lenders shall be entitled to deal solely with the performance of such obligationsLender who has sold a participation with respect to all matters arising under this Credit Agreement, and (iii) Borrower, Administrative Agent, and Lenders all amounts payable by such Borrower hereunder shall continue to deal solely and directly with be determined as if such Lender in connection with had not sold such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide participation; provided, however, 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, modification or waiver described in Section 13.05 that affects such participant. Each Loan Party agrees that each participant (A) shall be entitled to the benefits of Sections 2.03, 2.04, 2.05 and 2.06 subject to the requirements and limitations therein, including the requirements receive additional amounts under Section 6.09 4 to the same extent as if it were a that the Lender and had from which such participant acquired its interest by assignment pursuant to Section 13.01(b); and (B) shall not be entitled to receive any greater payment under Section 2.03 or 2.06 with respect to any participation, than its participating Lender 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. To the extent permitted by law, each participant also shall be entitled to the benefits benefit of Section 13.15 as though it were a Lender; provided, that such participant agrees to be subject to Section 2.04 as though it were a Lendercost protection provisions. Each Lender that sells a participation shallparticipation, acting solely for this purpose as a non-fiduciary agent of Borrowerthe Borrowers (solely for tax purposes), shall maintain a register on which it enters for the recordation of the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents this Credit 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 Term Loan 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 to establish that such commitmentCommitment, loanLoan, 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 and binding for all purposes, absent manifest error, and such Lender and the Administrative Agent shall treat each Person person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant RegisterCredit Agreement.

Participations. Any Lender may at any time, without With the prior written consent of, or notice to, Borrower or of the Administrative Agent, sell participations to any Person (and, other than during the continuance of an Event of Default or in the case of participation to an Affiliate of a natural PersonLender, the Borrowers (such consents not to be unreasonably withheld), any Lender may (subject to compliance with the provisions of this Section 12.11) at any time grant to one or more banks or other institutions (each a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, “Participant”) a natural Person, or Borrower participating interest in its Commitment or any of Borrower’s Affiliates or Subsidiaries) 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 Principal Obligations. In the Loans owing event of any such grant by a Lender of a participating interest to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchangeda Participant, (ii) such Lender shall remain solely responsible retain the sole right and responsibility to enforce and exercise any rights and perform its obligations hereunder and under the other parties hereto for Loan Documents, the performance Administrative Agent and the Letter of such obligations, and (iii) Borrower, Administrative Agent, and Lenders Credit Issuer 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 any Lender sells may grant such a participation participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce this Agreement and the Obligations including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Credit Agreement; provided that such agreement . The voting rights of each Participant shall be limited to (i) reductions or instrument may provide that such Lender will notincreases in the amount, without or altering the consent term, of the participant, Commitment of such Participant and (ii) changes to the Maturity Date or interest rate. The Credit Parties agree to any amendment, modification or waiver described in Section 13.05 that affects such participant. Each Loan Party agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.03Section 4 and Section 5.3 with respect to its participating interest, 2.04, 2.05 and 2.06 subject to the requirements and limitations therein, including extent that such Participant complies with the requirements of such Sections (it being understood that the documentation required under Section 6.09 4.1(f) shall be delivered to the same extent granting Lender), as if it were a Lender and had acquired its interest by assignment pursuant Lender; provided (i) that in no event shall any Borrower be obligated to Section 13.01(b); and (B) shall not be entitled pay to receive any such Participant amounts greater payment under Section 2.03 or 2.06 with respect to any participation, than its participating Lender those such Borrower would have been entitled required to receivepay to the granting Lender in the absence of such participation, except to the extent that such entitlement obligation to receive a pay such greater payment amounts results from a Change in Law that occurs after the participant acquired Participant acquires the applicable participation, and (ii) it shall be reasonable for the Borrowers to decline consent to a participation to a Lender which does not agree to waive its rights under Section 5.3 of this Credit Agreement. To An assignment or other transfer which is not permitted by subsection (d) below shall be given effect for purposes of this Credit Agreement only to the extent of a participating interest which is permitted by law, each participant also shall be entitled to the benefits of Section 13.15 as though it were a Lender; provided, that such participant agrees to be subject to Section 2.04 as though it were a Lenderin accordance with this subsection (b). Each Lender that sells a participation participating interest in any Loan, Commitment or other interest to a Participant shall, acting as agent of the Credit Parties solely for the purpose of this purpose as a non-fiduciary agent of BorrowerSection 12.11(b), maintain a register on which it enters record in book entries maintained by such Lender the name and address of each participant and the principal amounts amount (and stated interest) of the participating interest of each participant’s interest Participant entitled to receive payments in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents respect of such participating interests (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 Participant or any information relating to a participantParticipant’s interest in any Term Loan Commitmentscommitment, Loansloan, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the 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 Borrower 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, any Person that is a Defaulting Lender, or the Borrower or any of the 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 Revolving Commitment and/or the 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) the Borrower, the Administrative Agent, the Issuing Banks and the 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 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 participantParticipant, agree to any amendment(w) increase such Lender’s Commitment, modification (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 described of default interest and changes in the calculation of the Total Leverage Ratio that may indirectly affect pricing) or (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 13.05 8.12.(b) or 8.12.(c), in each case, as applicable to that affects portion of such participantLender’s rights and/or obligations that are subject to the participation. Each Loan Party The Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.033.10., 2.045.1., 2.05 and 2.06 5.4. (subject to the requirements and limitations therein, including the requirements under Section 6.09 3.10.(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 13.01(b)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 Section 2.03 Sections 5.1. or 2.06 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 in Law that occurs after the participant 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 law, each participant Participant also shall be entitled to the benefits of Section 13.15 13.3. as though it were a Lender; provided, provided that such participant Participant agrees to be subject to Section 2.04 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 Borrower, maintain a register on which it enters the name and address of each participant Participant and the principal amounts (and stated interest) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant Participant or any information relating to a participantParticipant’s interest in any Term Loan 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 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 doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. Any Lender of the Lenders may at any time, without the consent of, or notice to, Borrower or Administrative Agentthe Borrower, sell participations to any Person which would constitute an Eligible Transferee (other than a natural Person, person or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, person or Borrower Parent or any of BorrowerParent’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 the Commitment and/or the 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, obligations and (iii) Borrower, Administrative Agent, and Lenders the Borrower shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementtherewith. 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 participantParticipant, agree to any amendment, modification or waiver described in Section 13.05 that affects would (i) increase or extend the term of such participantLender’s Commitment, (ii) extend the date fixed for the payment of principal of or interest on the Term Loan or any portion of any fee hereunder payable to the Participant, (iii) reduce the amount of any such payment of principal, or (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 (other than with respect to default interest). Each Loan Party The Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.03, 2.04, 2.05 and 2.06 Section 5 (subject to the requirements and limitations therein, including the requirements of Section 5.03(f) (it being understood that the documentation required under Section 6.09 5.03(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and such Participant had acquired its interest by assignment pursuant to Section 13.01(b14.05(b); and (B) provided that such Participant shall not be entitled to receive any greater payment under Section 2.03 or 2.06 5 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 Participant also shall be entitled to the benefits of Section 13.15 as though it were a Lender; provided, that such participant agrees to be subject to Section 2.04 4.03(a) 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 Borrower, maintain a register on which it enters the name and address of each participant Participant and the principal amounts (and stated interest) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant Participant or any information relating to a participantParticipant’s interest in any Term Loan 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 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 the parties hereto shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, 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 Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Personperson), a Defaulting Lender or the Borrower or any of the 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 Commitments and/or the 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) the Borrower, the Administrative Agent, Agent and the 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 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 participantParticipant, agree to any amendment(w) increase such Lender’s Commitment, modification (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 with respect to a waiver described of implementation of interest at the Post-Default Rate) or (z) release all or substantially all of the Guarantors from their Obligations under the Guaranty except as contemplated by Section 8.14(b) (but, for the avoidance of doubt, not including amendments or waivers of requirements to join additional Guarantors), in Section 13.05 each case, as applicable to that affects portion of such participantLender’s rights and/or obligations that are subject to the participation. Each Loan Party The Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.033.10, 2.04, 2.05 5.1 and 2.06 5.4 (subject to the requirements and limitations therein, including the requirements under Section 6.09 3.10(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 13.01(b)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 Section 2.03 5.1 or 2.06 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 in Law that occurs after the participant 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 lawApplicable Law, each participant Participant also shall be entitled to the benefits of Section 13.15 13.3 as though it were a Lender; provided, provided that such participant Participant agrees to be subject to Section 2.04 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 Borrower, maintain a register on which it enters the name and address of each participant Participant and the principal amounts (and stated interest) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant Participant or any information relating to a participantParticipant’s interest in any Term Loan Commitmentscommitments, Loans, loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, 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, Borrower Company or Administrative Agent, sell participations to any Person one or more Persons (other than a natural Person, Person or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or Borrower Company or any of Borrower’s Affiliates or Subsidiariesits Affiliates) 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 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, obligations and (iii) BorrowerCompany, Administrative Agent, Agent and 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 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 participantParticipant, agree to any amendment, modification or waiver described in Section 13.05 that affects directly affecting (i) the extension of the scheduled final maturity date of any Loan allocated to such participantparticipation or (ii) a reduction of the principal amount of or the rate of interest payable on any Loan allocated to such participation. Each Loan Party Subject to the further provisions of this subsection 10.1C, Company agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.03, 2.04, 2.05 subsections 2.6D and 2.06 subject to the requirements and limitations therein, including the requirements under Section 6.09 2.7 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.01(b); and (B) subsection 10.1B. To the extent permitted by law, each Participant also shall be entitled to the benefits of subsection 10.4 as though it were a Lender, provided such Participant agrees to be subject to subsection 10.5 as though it were a Lender. A Participant shall not be entitled to receive any greater payment under Section 2.03 or 2.06 with respect to any participation, subsections 2.6D and 2.7 than its participating the applicable Lender would have been entitled to receive, except receive with respect to the extent participation sold to such entitlement Participant unless the sale of the participation to receive such Participant is made with Company’s prior written consent. A Participant that would be a greater payment results from Non-US Lender if it were a Change in Law that occurs after the participant acquired the applicable participation. To the extent permitted by law, each participant also Lender shall not be entitled to the benefits of Section 13.15 subsection 2.7 unless Company is notified of the participation sold to such Participant and such Participant agrees, for the benefit of Company, to comply with subsection 2.7B(iii) as though it were a Lender; provided, that such participant agrees to be subject to Section 2.04 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Term Loan Commitments, Loans, or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, 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 Borrower 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 ofperson, a natural Person, Defaulting Lender or the Borrower or any of the 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 Obligations and/or 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, obligations and (iii) the Borrower, the Administrative Agent, the Lenders and Lenders the 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. Each Lender, acting solely for this purpose as an agent of the Borrower (and such agency being solely for tax purposes), shall maintain at such Lender’s Lending Office a register for the recordation of the names and addresses of each of its Participants, and the amount of the participation sold to such Participant by such Lender and the related interest amounts owing to such Participant. 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 participantParticipant, agree to any amendment, waiver or other modification or waiver described in subsections (a), (b) or (c) of the first proviso to Section 13.05 10.01 that affects such participantParticipant. Each Loan Party Subject to subsection (e) of this Section, the Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.033.01, 2.04, 2.05 3.04 and 2.06 subject to the requirements and limitations therein, including the requirements under Section 6.09 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.01(b); and subsection (Bb) shall not be entitled to receive any greater payment under Section 2.03 or 2.06 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 participationof this Section. To the extent permitted by law, each participant Participant also shall be entitled to the benefits of Section 13.15 10.08 as though it were a Lender; provided, that provided such participant Participant agrees to be subject to Section 2.04 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 Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Term Loan Commitments, Loans, or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, 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, Borrower the Borrower, the Agent, any Issuing Bank or Administrative Agentthe Swing Line Bank, sell participations to any Person (other than a natural Person, Person (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 Borrower or any of the 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 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) the Borrower, Administrative the Agent, 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 8.04 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 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 participantParticipant, agree to any amendment, modification or waiver described in the first proviso to Section 13.05 8.01(b) that affects such participantParticipant. Each Loan Party The Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.032.11, 2.04, 2.05 8.04(f) and 2.06 2.14 (subject to the requirements and limitations therein, including the requirements under Section 6.09 2.14(f) (it being understood that the documentation required under Section 2.14(f) shall be delivered solely to the participating Lender)) 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) shall be subject to the provisions of Section 13.01(b)2.18 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 2.03 Sections 2.11 or 2.06 2.14, 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 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 2.18 with respect to any Participant. To the extent permitted by law, each participant Participant also shall be entitled to the benefits of Section 13.15 8.05 as though it were a Lender; provided, provided that such participant agrees to Participant shall be subject to Section 2.04 2.15 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 Borrower, maintain a register on which it enters the name and address of each participant Participant and the principal amounts (and stated related interest) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans Advances or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant Participant or any information relating to a participantParticipant’s interest in any Term Loan 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 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 doubt, Administrative the 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, Borrower Company or Administrative Agent, sell participations to any Person one or more Persons (other than a natural Person, Person or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or Borrower Company or any of Borrower’s Affiliates or Subsidiariesits Affiliates) 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 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, obligations and (iii) BorrowerCompany, Administrative Agent, Agent and 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 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 participantParticipant, agree to any amendment, modification or waiver described in Section 13.05 that affects directly affecting (i) the extension of the scheduled final maturity date of any Loan allocated to such participantparticipation or (ii) a reduction of the principal amount of or the rate of interest payable on any Loan allocated to such participation. Each Loan Party Subject to the further provisions of this subsection 10.1C, Company agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.03, 2.04, 2.05 subsections 2.6D and 2.06 subject to the requirements and limitations therein, including the requirements under Section 6.09 2.7 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.01(b); and (B) subsection 10.1B. To the extent permitted by law, each Participant also shall be entitled to the benefits of subsection 10.4 as though it were a Lender, provided such Participant agrees to be subject to subsection 10.5 as though it were a Lender. A Participant shall not be entitled to receive any greater payment under Section 2.03 or 2.06 with respect to any participation, subsections 2.6D and 2.7 than its participating the applicable Lender would have been entitled to receive, except receive with respect to the extent participation sold to such entitlement Participant unless the sale of the participation to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participationsuch Participant is made with Company’s prior written consent. To the extent permitted by law, each participant also No Participant shall be entitled to the benefits of Section 13.15 subsection 2.7 unless Company is notified of the participation sold to such Participant and such Participant agrees, for the benefit of Company, to comply with subsection 2.7B(iv) as though it were a Lender; provided, that such participant agrees to be subject to Section 2.04 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Term Loan Commitments, Loans, or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, 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 Borrower or Administrative the Agent, sell participations to any Person (other than a natural Person, person or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or Borrower or any of the 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 Revolving Credit Commitment, Swingline Exposure and/or the Loans Revolving Advances (including such Lender’s participations in L/C Obligations) 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) the Borrower, Administrative the Agent, the Lenders and Lenders the Issuing Banks shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this AgreementAgreement and (iv) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of this Agreement or any Note, or any consent to any departure by the Borrower therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, any Obligations or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, or postpone any date fixed for any payment of principal of, or interest on, any Obligations or any fees or other amounts payable hereunder, in each case to the extent subject to such 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 participantParticipant, agree to any amendment, waiver or other modification or waiver described addressing the matters set forth in Section 13.05 that affects clause (iv) above to the extent subject to such participantparticipation. Each Loan Party Subject to subsection (e) of this Section, the Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.032.11, 2.04, 2.05 2.14 and 2.06 subject to the requirements and limitations therein, including the requirements under Section 6.09 8.04(e) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.01(b); and subsection (Bb) shall not be entitled to receive any greater payment under Section 2.03 or 2.06 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 participationof this Section. To the extent permitted by lawLaw, each participant Participant also shall be entitled to the benefits of Section 13.15 8.05 as though it were a Lender; provided, that provided such participant Participant agrees to be subject to Section 2.04 2.15 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Term Loan Commitments, Loans, or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, 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, Borrower 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 by or for the primary benefit ofof one or more natural persons, any Person previously identified in writing to the Administrative Agent or such Lender by the Lead Borrower as a natural Person, competitor of a Loan Party or Borrower any Subsidiary or the or the Borrowers or any of Borrower’s 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 Term Loan Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or 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) Borrowerwhere such rights and obligations relate to a U.K. Facility, the Participant is U.K. Qualifying Lender; (iv) the Borrowers, the Administrative Agent, the Lenders and Lenders the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this AgreementAgreement and (v) the consent of the Lead Borrower shall be required solely in connection with any Participation by a Defaulting Lender or any Lender that has breached its obligations hereunder or under any 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 to approve any amendment, modification or waiver of any provision of this AgreementAgreement and shall not give the Participant any consent, notice or other rights with respect to such enforcement, amendments, modifications or waivers; provided that such agreement or instrument may provide that such Lender will not, without the consent of the participantParticipant, agree to any amendment, waiver or other modification or waiver described in the first proviso to Section 13.05 11.01 (other than clauses (a) and (b) that affects such participantParticipant and would require such Participant’s consent if such Participant were a Lender under the applicable Facility. Each Loan Party agrees Subject to subsection (e) of this Section, the Borrowers agree that each participant (A) Participant shall be entitled to the benefits of Sections 2.033.01, 2.04, 2.05 3.04 and 2.06 subject to the requirements and limitations therein, including the requirements under Section 6.09 3.07 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.01(b11.06(b); and (B) shall not be entitled to receive any greater payment under Section 2.03 or 2.06 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 law, each participant Participant also shall be entitled to the benefits of Section 13.15 11.08 as though it were a Lender; provided, that provided such participant Participant agrees to be subject to Section 2.04 2.13 as though it were a Lender. Each Notwithstanding the foregoing, each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary an agent of Borrowerthe Borrowers, maintain a “book entry” register (as described in the applicable United States federal income tax law and United States Treasury regulations) on which it enters records the name and address of each participant the proposed Participant and the principal amounts (and stated interest) of each participantsuch proposed Participant’s interest in the Term Loan Commitment and/or the Loans or other obligations Obligations under the Loan Documents 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 Term Loan Commitments, Loans, or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person person whose name is recorded in the Participant Register as the owner of such participation and as having “ownership of an interest” (as such term is defined in the applicable Treasury regulations) for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, Administrative Agent (in its capacity as Administrative Agent) No Lender shall have no responsibility for maintaining 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 RegisterParticipant’s interest in any Commitments, Loans or its other obligations under this Agreement) except to the extent that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury regulations or any successor United States Treasury Regulations, or is otherwise required thereunder.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust established for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Term Loan Commitment and/or the 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) the Borrower, the Administrative Agent, the Issuing Lender 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. For the avoidance of doubt, each Lender shall be responsible for the indemnities under Sections 2.20(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 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 participantParticipant, agree to any amendment, modification or waiver which affects such Participant and for which the consent of such Lender is required (as described in Section 13.05 that affects such participant10.1). Each Loan Party The Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.032.19, 2.04, 2.05 2.20 and 2.06 2.21 (subject to the requirements and limitations therein, including the requirements under Section 6.09 2.20(f) (it being understood that the documentation required under Section 2.20(f) shall be delivered by such Participant 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 Section 13.01(b10.6(b); provided that such Participant (A) agrees to be subject to the provisions of Sections 2.23 as if it were an assignee under Section 10.6(b); and (B) shall not be entitled to receive any greater payment under Section 2.03 Sections 2.19 or 2.06 2.20, 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 change in any Requirement of Law that occurs after the participant 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 2.23 with respect to any Participant. To the extent permitted by law, each participant Participant also shall be entitled to the benefits of Section 13.15 10.7 as though it were a Lender; provided, provided that such participant Participant agrees to be subject to Section 2.04 2.18(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 Borrower, maintain a register on which it enters the name and address of each participant Participant and the principal amounts (and stated interest) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant Participant or any information relating to a participantParticipant’s interest in any Term Loan 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 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 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, Borrower or any Borrower, the Administrative Agent, the L/C Issuers or the Swing Line Lender, sell participations to any Person (other than a natural Person, a Defaulting Lender or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or Borrower Company or any of Borrowerthe 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 Term Loan Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or 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, obligations and (iii) Borrowerthe Borrowers, the Administrative Agent, the Lenders and Lenders the 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 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 participantParticipant, agree to any amendment, waiver or other modification or waiver described in the first proviso to Section 13.05 10.01 that affects such participantParticipant. Each Loan Party The Company agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.033.01, 2.04, 2.05 3.04 and 2.06 subject to the requirements and limitations therein, including the requirements under Section 6.09 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 13.01(b)(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 Section 2.03 Sections 3.01 or 2.06 3.04, with respect to any participation, than its participating 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 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 law, each participant Participant also shall be entitled to the benefits of Section 13.15 10.08 as though it were a Lender; provided, provided that such participant Participant agrees to be subject to Section 2.04 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 Borrowerthe Company, maintain a register on which it enters the name and address of each participant Participant and the principal amounts (and stated interest) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant Participant or any information relating to a participantParticipant’s interest in any Term Loan 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 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 Notwithstanding anything in the Loan Documents to the contrary, the entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, 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, Borrower or the Borrower, the Administrative Agent, the Swingline Lender or the L/C Issuer, 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 ofperson, a natural PersonDefaulting Lender, an Ineligible Institution or the Borrower or any of the 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 Swingline Obligations and L/C Obligations) 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) the Borrower, the Administrative Agent, the Lenders, the Swingline Lender and Lenders the 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 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 participantParticipant, agree to any amendment, waiver or other modification or waiver described in the first proviso to Section 13.05 10.1 that affects delays or reduces any payment to such participantParticipant. Each Loan Party Subject to subsection (g) of this Section, the Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.033.1, 2.04, 2.05 3.4 and 2.06 3.5 (subject to the requirements and limitations therein, including the requirements under Section 6.09 ) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.01(b10.6(b); and (B) shall not provided such Participant agrees to be entitled subject to receive any greater payment the provisions of Section 3.6 as if it were an assignee under Section 2.03 or 2.06 with respect 10.6(b) and agrees to any participation, than its participating Lender would have been entitled to receive, except to deliver the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participationdocumentation required under Section 3.1(e). To the extent permitted by law, each participant Participant also shall be entitled to the benefits of Section 13.15 10.8 as though it were a Lender; provided, that provided such participant Participant agrees to be subject to Section 2.04 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 Borrower, maintain a register on which it enters the name and address of each participant Participant and the principal amounts (and stated interest) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant Participant or any information relating to a participantParticipant’s interest in any Term Loan 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 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 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, Borrower or Administrative Agentthe Borrower, sell participations to any Person (other than a natural Person, person or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or Borrower any Obligor or any of Borrower’s Affiliates its Subsidiaries or SubsidiariesAffiliates) (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 Term Loan the Commitment and/or the 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 obligations (iii) Borrower, Administrative Agent, and Lenders the Borrower shall continue to deal solely and directly with such Lender in connection with therewith and (iv) each Participant shall be a Swiss Qualifying Bank or, if not, the prior written consent of Borrower has been obtained (provided that such Lender’s rights consent may only be withheld if, as a result of such sale of participation, the number of Lenders (including such Participant) that are Swiss Non-Qualifying Banks would exceed ten, provided that no consent of Borrower shall be required if an Event of Default has occurred and obligations under this Agreementis continuing. Any agreement or instrument pursuant to which a any Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement the Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreementthe Loan Documents; provided that such agreement or instrument may provide that such Lender will shall not, without the consent of the participantParticipant, agree to any amendment, modification or waiver described in 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 the Loans or any portion of any fee hereunder payable to the Participant, (iii) reduce the amount of any such payment of principal, or (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. Subject to Section 13.05 that affects such participant. Each Loan Party 14.5(f), the Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.03, 2.04, 2.05 and 2.06 Section 5 (subject to the requirements and limitations therein, therein including the requirements under Section 6.09 5.3(f) (it being understood that the documentation required under Section 5.3(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 Section 13.01(b14.5(b); and (B) shall not provided that such Participant agrees to be entitled subject to receive any greater payment the provisions of Section 5.4 as if it were an assignee under Section 2.03 or 2.06 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 participation14.5(b) above. To the extent permitted by lawapplicable Law, each participant Participant also shall be entitled to the benefits of Section 13.15 4.3(a) as though it were a Lender; provided, that such participant agrees to be subject to Section 2.04 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Term Loan Commitments, Loans, or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, 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, Borrower the Borrower, the Swingline Lender, any Issuing Bank 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 ofperson, a natural Person, Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or SubsidiariesSubsidiaries ) (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 LC Exposures 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) the Borrower, the Administrative Agent, the Lenders and Lenders 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 9.4(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 participantParticipant, agree to any amendment, waiver or other modification or waiver described in the first proviso to Section 13.05 9.2(b) that affects such participantParticipant. Each Loan Party Subject to subsection (e) of this Section, the Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.032.15, 2.04, 2.05 2.16 and 2.06 subject to the requirements and limitations therein, including the requirements under Section 6.09 2.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.01(b); and subsection (Bb) shall not be entitled to receive any greater payment under Section 2.03 or 2.06 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 participationof this Section. To the extent permitted by law, each participant Participant also shall be entitled to the benefits of Section 13.15 9.8 as though it were a Lender; provided, that provided such participant Participant agrees to be subject to Section 2.04 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 Borrower, maintain a register on which it enters the name and address of each participant Participant and the principal amounts (and stated interest) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans Loans, LC Exposures or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant Participant or any information relating to a participantParticipant’s interest in any Term Loan 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 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 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 Borrower 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 Borrower any Loan Party or any of Borrowerany Loan Party’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 Commitments and/or the 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) the Borrower, the Administrative Agent, the Issuing Lenders 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. For the avoidance of doubt, each Lender shall be responsible for the indemnities under Sections 2.18(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 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 participantParticipant, agree to any amendment, modification or waiver which affects such Participant and for which the consent of such Lender is required (as described in Section 13.05 that affects such participant10.1). Each Loan Party The Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.032.17, 2.04, 2.05 2.18 and 2.06 2.19 (subject to the requirements and limitations therein, including the requirements under Section 6.09 2.18(f) (it being understood that the documentation required under Section 2.18(f) shall be delivered by such Participant to the Lender granting 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 Section 13.01(b)2.21 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 2.03 Sections 2.17 or 2.06 2.18, 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 change in any Requirement of Law that occurs after the participant 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 2.21 with respect to any Participant. To the extent permitted by law, each participant Participant also shall be entitled to the benefits of Section 13.15 10.7 as though it were a Lender; provided, provided that such participant Participant agrees to be subject to Section 2.04 2.16(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 Borrower, maintain a register on which it enters the name and address of each participant Participant and the principal amounts (and stated interest) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant Participant or any information relating to a participantParticipant’s interest in any Term Loan 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 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 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 Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, Person or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or Borrower or any of the Borrower’s Affiliates (except for any Affiliate of Berkshire Hathaway not controlled directly or indirectly by the Borrower that is a commercial lender acquiring participations under this Agreement in the ordinary course of its business) 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 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) the Borrower, the Administrative Agent, Agent 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 7.07 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 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 participantParticipant, agree to any amendment, modification or waiver described in Section 13.05 8.01 requiring the consent of each Lender directly affected thereby that directly affects such participantParticipant. Each Loan Party The Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.032.15, 2.04, 2.05 2.18 and 2.06 8.04(c) (subject to the requirements and limitations therein, including the requirements under Section 6.09 2.18(g) (it being understood that the documentation required under Section 2.18(g) shall be delivered to the participating Lender or the applicable Withholding Agent to the extent required by Applicable Law)) 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 13.01(b)2.20 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 2.03 2.15 or 2.06 2.18, with respect to any participation, than its participating Lender would have been entitled to receive. Each Lender that sells a participation agrees, except at the Borrower’s request and expense, to use reasonable efforts to cooperate with the extent such entitlement Borrower to receive a greater payment results from a Change in Law that occurs after effectuate the participant acquired the applicable participationprovisions of Section 2.20(b) with respect to any Participant. To the extent permitted by law, each participant Participant also shall be entitled to the benefits of Section 13.15 8.05 as though it were a Lender; provided, provided that such participant Participant agrees to be subject to Section 2.04 2.19 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 Borrower, maintain a register on which it enters the name and address of each participant Participant and the principal amounts (and stated interest) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant Participant or any information relating to a participantParticipant’s interest in any Term Loan Commitments, Loans, Loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitmentCommitment, loan, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury RegulationsRegulations or to comply with other requirements under applicable tax law. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, 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 the consent of, or notice to, Borrower or Administrative Agentany Borrower, sell participations to any Person (other than a natural Person, person or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or Borrower Company or any of Borrowerthe Company’s 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 Term Loan Commitment and/or the outstanding Letters of Credit and/or the Loans owing to itand/or the reimbursement obligations in respect of Letters of Credit); 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 Borrower for the performance of such obligations, obligations and (iii) Borrower, Administrative Agent, and Lenders the Borrower 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 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 to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such the Lender will not, without the consent of the participantParticipant, agree to any amendment, waiver or other modification that would (i) postpone any date upon which any payment of money is scheduled to be made to such Participant, (ii) reduce the principal, interest, fees or waiver described in Section 13.05 other amounts payable to such Participant (provided, however, that affects the Lender may, without the consent of the Participant, (A) amend any financial covenant hereunder (or any defined term used therein) even if the effect of such participantamendment would be to reduce the rate of interest on any Loan or Letter of Credit reimbursement obligation or to reduce any fee payable hereunder and (B) waive the right to be paid interest at the Default Rate), or (iii) release the Parent from the Guaranty. Each Loan Party Subject to subsection (d) of this Section, the Company agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.033.01, 2.04, 2.05 3.04 and 2.06 subject to the requirements and limitations therein, including the requirements under Section 6.09 3.05 to the same extent as if it were a the Lender and had acquired its interest by assignment pursuant to Section 13.01(b); and subsection (Bb) shall not be entitled to receive any greater payment under Section 2.03 or 2.06 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 participationof this Section. To the extent permitted by law, each participant Participant also shall be entitled to the benefits of Section 13.15 10.08 as though it were a the Lender; provided, that such participant agrees to be subject to Section 2.04 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Term Loan Commitments, Loans, or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. (i) Any Lender may at any time, without the consent of, or notice to, Borrower or the Borrower, the Administrative Agent, or the Issuing Bank, sell participations to any Person person (other than a natural Person, person or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or Borrower or any of Borrower’s its Affiliates or Subsidiariesany Disqualified Institutions) (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 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) the Borrower, the Administrative Agent, Agent and the Lenders and Issuing Bank shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. . (ii) 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 the Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreementthe Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the participantParticipant, agree to any amendment, modification or waiver described with regard to (a) reductions of principal, interest or fees owing to such Participant to the extent that Lenders have a consent right with respect thereto pursuant to clause (ii) of the first proviso in Section 13.05 10.02(b), (b) extensions of final scheduled maturity or times for payment of interest or fees owing to such participant to the extent that Lenders have a consent right with respect thereto pursuant to with respect to clauses (iii)(A), (B) and (C) of Section 10.02(b) and (c) releases of Collateral or guarantees requiring the approval of all Lenders with respect to clauses (iv) and (v) of Section 10.02(b), in each case, that directly affects such participantParticipant. Each Loan Party Subject to clause (e) of this Section, the Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.032.12, 2.04, 2.05 2.13 and 2.06 2.15 (provided that each Participant shall be subject to the requirements of those Sections and limitations thereinthe definition of “Excluded Taxes” as if it were a Lender) (provided that any documentation required to be provided by a Participant pursuant to Section 2.15(e) shall be provided to the participating Lender and, including if Additional Amounts are required to be paid pursuant to Section 2.15, to the requirements under Section 6.09 Borrower and the Administrative Agent) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.01(b); and clause (Bb) shall not be entitled to receive any greater payment under Section 2.03 or 2.06 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 participationof this Section. To the extent permitted by law, each participant Participant also shall be entitled to the benefits of Section 13.15 10.08 as though it were a Lender; provided, provided that such participant agrees to Participant shall be subject to Section 2.04 2.14 as though it were a Lender. Notwithstanding anything to the contrary, no Lender shall enter into any agreement with any Participant that will permit such Participant to influence or control the voting rights of such Lender except with regard to (a) reductions of principal, interest or fees owing to such Participant to the extent that such Participant has a consent right with respect thereto pursuant to this Section 10.02(d)(ii) in clause(ii) of the first proviso in Section 10.02(b), (b) extensions of final scheduled maturity or times for payment of interest or fees owing to such participant to the extent that such Participant has a consent right with respect thereto pursuant to this Section 10.02(d)(ii) with respect to clauses (iii)(A), (B) and (C) of Section 10.02(b) and (c) releases of Collateral or guarantees requiring the approval of all Lenders with respect to clauses (iv) and (v) of Section 10.02(b), in each case, that directly affects such Participant. (iii) Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant Participant and the principal and interest amounts (and stated interest) of each participant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents this Agreement (the a “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the a Participant Register (including the identity of any participant Participant or any information relating to a participantParticipant’s interest in any Term Loan 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 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 RegulationsRegulations and within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code. Upon request by the Borrower, any Lender that sells a participation shall confirm that any such Participant is not a Disqualified Institution. The entries in the a Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person person whose name is recorded in the a Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For . (iv) Any such participation that does not comply with this Section shall be void ab initio and, promptly following such Lender becoming aware that any such participation has been made in breach of this Section, the avoidance of doubt, Participant Register shall be modified by it to reverse such participation and shall be disclosed to the Borrower and the Administrative Agent. (v) The Administrative Agent shall have no responsibility (in its capacity as Administrative Agent) shall have no responsibility for (i) maintaining a Participant RegisterRegister and (ii) any Lender’s compliance with this Section, including any sale of participations to a Disqualified Institution in violation hereof by any Lender.

Participations. Any Lender may at any time, without the consent of, or notice to, Borrower or 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 Borrower or any of Borrower’s Affiliates or Subsidiaries) 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 owing to it); provided that (i) Except as otherwise specifically provided herein, any Purchaser may sell to one or more Persons (each a “Participant”) participating interests in the interests of such Lender’s obligations Purchaser hereunder; provided, that (x) no Purchaser shall grant any participation under which the Participant shall have rights to approve any amendment to or waiver of this Agreement shall remain unchangedor any other Transaction Document, (iiy) such Lender the selling Purchaser shall maintain a register containing the name and address of each Participant and its interest (and stated interest owed) in the Commitment of the selling Purchaser and (z) the selling Purchaser shall obtain the forms required under Section 1.9(e) from the Participant and promptly deliver copies of same to the Seller, the Servicer and the Administrator Such Purchaser shall remain solely responsible to the other parties hereto for the performance of such obligationsperforming its obligations hereunder, and (iii) Borrowerthe Seller, Administrative Agentthe Servicer, each Purchaser Agent and Lenders the Administrator shall continue to deal solely and directly with such Lender Purchaser in connection with such LenderPurchaser’s rights and obligations under hereunder. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers. (ii) Notwithstanding anything contained in clause (a) or clause(b)(i) of this Agreement. Any agreement Section 6.3, each of the LC Bank and each LC Participant may sell participations in all or instrument pursuant any part of any Funded Purchase made by such LC Participant to which a Lender sells another bank or other entity so long as (x) no such grant of 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 notshall, without the consent of the participantSeller, require the Seller to file a registration statement with the SEC and (y) no holder of any such participation shall be entitled to require such LC Participant to take or omit to take any action hereunder except that such LC Participant may agree with such participant that, without such Participant’s consent, such LC Participant will not consent to any an amendment, modification or waiver described in Section 13.05 that affects which requires the consent of all Purchasers. Any such participant. Each Loan Party agrees that each participant (A) shall be entitled to the benefits of Sections 2.03, 2.04, 2.05 and 2.06 subject to the requirements and limitations therein, including the requirements under Section 6.09 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.01(b); and (B) Participant shall not be entitled to receive have any greater payment under Section 2.03 rights hereunder or 2.06 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 law, each participant also shall be entitled to the benefits of Section 13.15 as though it were a Lender; provided, that such participant agrees to be subject to Section 2.04 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Term Loan Commitments, Loans, or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant RegisterTransaction Documents.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower 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 ofperson, a natural PersonDefaulting Lender or the Borrower, or Borrower or any of the Borrower’s Affiliates or SubsidiariesSubsidiaries or an Ineligible Assignee) (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 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) the Borrower, the Administrative Agent, and the 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: (i) each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation; and (ii) with respect to any participant that becomes an Ineligible Assignee after the Trade Date applicable to its participation (including as a result of the delivery of a notice pursuant to, and/or the expiration of the notice period referred to in, the proviso to the definition of “Ineligible Assignee”), such participant shall not retroactively be disqualified from having become a participant pursuant to the applicable participation agreement. Notwithstanding the foregoing, any participation to a participant that becomes an Ineligible Assignee shall be subject to the provisions of paragraph (f) below. 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 participantParticipant, agree to any amendment, waiver or other modification or waiver described in clause (y) of the first proviso to Section 13.05 10.01 that affects such participantParticipant. Each Loan Party The Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.033.01, 2.04, 2.05 3.04 and 2.06 3.05 (subject to the requirements and limitations therein, including the requirements under Section 6.09 3.01(g) (it being understood that the documentation required under Section 3.01(g) shall be delivered to the same extent Lender who sells the participation)); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 10.13 as if it were a Lender and had acquired its interest by assignment pursuant to an assignee under subsection (b) of this Section 13.01(b); and (B) shall not be entitled to receive any greater payment under Section 2.03 Sections 3.01 or 2.06 3.04, with respect to any participation, than its participating 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 such 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 Participant also shall be entitled to the benefits of Section 13.15 10.08 as though it were a Lender; provided, provided that such participant Participant agrees to be subject to Section 2.04 2.11 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 Borrower, maintain a register on which it enters the name and address of each participant Participant and the principal amounts (and stated interest) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant Participant or any information relating to a participantParticipant’s interest in any Term Commitment or Loan Commitments, Loans, or any of its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitmentCommitment, loanLoan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury RegulationsRegulations and Proposed Treasury Regulation Section 1.163-5(b). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, 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, Borrower the Borrowers 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 ofperson, a natural PersonDefaulting Lender or the Borrowers, or Borrower or any of Borrower’s the Borrowers’ respective Affiliates or SubsidiariesSubsidiaries or an Ineligible Assignee) (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 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) Borrowerthe Borrowers, the Administrative Agent, Agent and the 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: (i) each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation; and (ii) with respect to any participant that becomes an Ineligible Assignee after the Trade Date applicable to its participation (including as a result of the delivery of a notice pursuant to, and/or the expiration of the notice period referred to in, the proviso of the definition of “Ineligible Assignee”), such participant shall not retroactively be disqualified from having become a participant pursuant to the applicable participation agreement. Notwithstanding the foregoing, any participation to a participant that becomes an Ineligible Assignee shall be subject to the provisions of paragraph (f) below. 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 participantParticipant, agree to any amendment, waiver or other modification or waiver described in clause (y) of the first proviso to Section 13.05 10.01 that affects such participantParticipant. Each Loan Party agrees The Borrowers agree that each participant (A) Participant shall be entitled to the benefits of Sections 2.033.01, 2.04, 2.05 3.04 and 2.06 3.05 as if it were a Lender (subject to the requirements and limitations therein, including the requirements under Section 6.09 3.01 (it being understood that the documentation required under Section 3.01(e) shall be delivered to the same extent Lender who sells the participation)); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 10.13 as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 13.01(b); 10.06 and (B) shall not be entitled to receive any greater payment under Section 2.03 Sections 3.01 or 2.06 3.04, with respect to any participation, than its participating 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 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. Any Lender that sells a participation pursuant to this Section 10.06(d) shall promptly confirm to the Administrative Agent in writing the amount of the participation and any information received from the person to whom the participation was sold as to its status as a U.K. Qualifying Lender (other than a U.K. Treaty Lender or a U.K. Non-Bank Lender), a U.K. Treaty Lender, a U.K. Non-Bank Lender or not a U.K. Qualifying Lender (and the Administrative Agent, upon receipt of such information, shall inform the Borrowers of the same). To the extent permitted by law, each participant Participant also shall be entitled to the benefits of Section 13.15 10.08 as though it were a Lender; provided, provided that such participant Participant agrees to be subject to Section 2.04 2.11 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrowerthe Borrowers, maintain outside the United Kingdom a register on which it enters the name and address of each participant Participant and the principal amounts (and stated interest) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant Participant or any information relating to a participantParticipant’s interest in any Term Commitment or Loan Commitments, Loans, or any of its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitmentCommitment, loanLoan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, 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, Borrower the Company or the Administrative Agent, sell participations to any Person (other than a natural Person, person or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit ofof a natural person, a natural PersonDefaulting Lender, or Borrower the Company or any of Borrowerthe 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 Term Loan Commitment and/or the 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) Borrowerthe Company, the Administrative Agent, and the 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 For the avoidance of doubt, each Lender shall retain be responsible for the sole right indemnity under Section 10.05(b) without regard to enforce this Agreement and to approve any amendment, modification or waiver the existence 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, modification or waiver described in Section 13.05 that affects such participant. Each Loan Party agrees that each participant (A) shall be entitled to the benefits of Sections 2.03, 2.04, 2.05 and 2.06 subject to the requirements and limitations therein, including the requirements under Section 6.09 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.01(b); and (B) shall not be entitled to receive any greater payment under Section 2.03 or 2.06 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 law, each participant also shall be entitled to the benefits of Section 13.15 as though it were a Lender; provided, that such participant agrees to be subject to Section 2.04 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrowerthe Company, maintain a register on which it enters the name and address of each participant Participant and the principal amounts (and stated interest) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans or other obligations Obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any participant Participant or any information relating to a participantParticipant’s interest in any Term Loan 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 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 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 Company agrees 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 10.09 as though it were a Lender, provided such Participant agrees to be subject to Section 2.10 as though it were a Lender.

Participations. Any Lender may at any time, without the consent of, or notice to, Borrower the Borrowers or the Administrative Agent, sell participations to any Person (other than a natural Person, person or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or Parent Borrower or any of the Parent 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 Term Loan Commitment and/or the Loans (including such Lender’s participations in L/C 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, obligations and (iii) Borrowerthe Borrowers, Administrative Agentthe Agents, the Lenders and Lenders the L/C Issuers shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Credit Agreement. Each Lender, acting solely for this purpose as a non-fiduciary agent of the Borrowers, shall maintain a register for the recordation of the names and addresses of such Participants and the rights, interests or obligations of such Participants in any Obligation, in any Commitment and in any right to receive any principal, interest and other payments thereunder (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error and the Borrowers 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 Credit Agreement notwithstanding any notice to the contrary; provided that no Lender shall have the obligation to disclose all or a portion of the Participant Register (including the identity of the Participant or any information relating to a Participant’s interest in any Loans or other obligations under any 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 in registered form for U.S. federal income Tax purposes under Section 5f.103-1(c) of the United States Treasury Regulations and Section 1.163-5(b) of the proposed United States Treasury Regulations. 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 to approve any amendment, modification or waiver of any provision of this Credit Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the participantParticipant, agree to any amendment, waiver or other modification or waiver described in Section 13.05 that affects such participant11.01(a)(iv) or (v) or, to the extent the Participant is affected thereby, Section 11.01(b)(i), (ii) or (iii). Each Loan Party agrees that Subject to subsection (e) of this Section 11.06, each participant Participant (Ai) shall be entitled to the benefits of Sections 2.033.01, 2.04, 2.05 3.04 and 2.06 3.05 (subject to the requirements and limitations therein, of such Sections including the requirements under Section 6.09 3.01(e) (it being understood that the documentation required under Section 3.01(e) shall be delivered solely 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 13.01(b); 11.06 and (Bii) shall not be entitled subject to receive any greater payment under Section 2.03 or 2.06 with respect to any participation, than its participating Lender would have been entitled to receive, except Sections 3.06 and 11.13(a) to the same extent such entitlement as if it were a Lender and had acquired its interest by assignment pursuant to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participationsubsection (b) of this Section 11.06. To the extent permitted by law, each participant Participant also shall be entitled to the benefits of Section 13.15 11.08 as though it were a Lender; provided, that provided such participant Participant agrees to be subject to Section 2.04 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 Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Term Loan Commitments, Loans, or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. Any Lender of the Lenders may at any time, without the consent of, or notice to, Borrower or Administrative Agentthe Borrower, sell participations to any Person which would constitute an Eligible Transferee (other than a natural Person, person or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, person or the Borrower or any of the 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 the Commitment and/or the 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, obligations and (iii) Borrower, Administrative Agent, and Lenders the Borrower shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementtherewith. 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 participantParticipant, agree to any amendment, modification or waiver described in Section 13.05 that affects would (i) increase or extend the term of such participantLender’s Commitment, (ii) extend the date fixed for the payment of principal of or interest on the Term Loan or any portion of any fee hereunder payable to the Participant, (iii) reduce the amount of any such payment of principal, or (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 (other than with respect to default interest). Each Loan Party The Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.03, 2.04, 2.05 and 2.06 Section 5 (subject to the requirements and limitations therein, including the requirements of Section 5.03(f) (it being understood that the documentation required under Section 6.09 5.03(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and such Participant had acquired its interest by assignment pursuant to Section 13.01(b14.05(b); and (B) provided that such Participant shall not be entitled to receive any greater payment under Section 2.03 or 2.06 5 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 Participant also shall be entitled to the benefits of Section 13.15 as though it were a Lender; provided, that such participant agrees to be subject to Section 2.04 4.03(a) 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 Borrower, maintain a register on which it enters the name and address of each participant Participant and the principal amounts (and stated interest) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant Participant or any information relating to a participantParticipant’s interest in any Term Loan 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 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 the parties hereto shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, 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 Borrower or Administrative the Disbursing 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 Borrower or any of the Borrower’s Affiliates or SubsidiariesSubsidiaries or a Disqualified Lender) (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 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) the Borrower, Administrative Agent, the Agents and the 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(c) with respect to any payments made by such Lender to its Participants. 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 participantParticipant, agree to any amendment, modification or waiver described in clauses (i), (ii) and (v), of the proviso to Section 13.05 9.01(a) that affects such participantParticipant. Each Loan Party The Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.03Section 2.15, 2.04, 2.05 Section 2.16 and 2.06 Section 2.17 (subject to the requirements and limitations therein, including the requirements in Section 2.16(g) (it being understood that the documentation required under Section 6.09 2.16(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 Section 13.01(b9.06(b); provided that such Participant (A) agrees to be subject to the provisions of Section 2.19 as if it were an assignee under Section 9.06(b); and (B) shall not be entitled to receive any greater payment under Section 2.03 2.15 or 2.06 Section 2.16 with respect to any participation, 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 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 2.19(a) with respect to any Participant. To the extent permitted by law, each participant Participant also shall be entitled to the benefits of Section 13.15 9.07(b) as though it were a Lender; provided, provided that such participant Participant agrees to be subject to Section 2.04 9.07(a) 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 Borrower, maintain a register on which it enters the name and address of each participant Participant and the principal amounts (and stated interest) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant Participant or any information relating to a participantParticipant’s interest in any Term Loan 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 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 doubt, Administrative the Disbursing Agent (in its capacity as Administrative Disbursing 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 Borrower 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 Borrower or any of the 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 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) the Borrower, the Administrative Agent, Agent and Lenders the other Credit Parties 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 any indemnity under Article XI Expenses; Indemnity; Damage Waiver 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 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 participantParticipant, agree (other than as is already provided for herein) to any amendment, modification or waiver described with respect to any matter specified in clause (i) through (vii) of Section 13.05 12.01 that affects such participantParticipant. Each Loan Party The Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.03, 2.04, 2.05 4.01, 4.02 and 2.06 4.03 (subject to the requirements and limitations therein, including the requirements under Section 6.09 4.03(g) (it being understood that the documentation required under Section 4.03(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 Section 13.01(b)paragraph (b) of this Section; and (B) provided that such Participant shall not be entitled to receive any greater payment under Section 2.03 Sections 4.01 or 2.06 4.03, 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 Participant acquired the applicable participation. To the extent permitted by lawLaw, each participant Participant also shall be entitled to the benefits of Section 13.15 9.02(b) as though it were a Lender; provided, provided that such participant Participant agrees to be subject to Section 2.04 3.03 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 Borrower, maintain a register on which it enters the name and address of each participant Participant and the principal amounts (and stated interest) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Transaction 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 Participant or any information relating to a participantParticipant’s interest in any Term Loan Commitmentscommitments, Loansloans, letters of credit or its other obligations under any Loan Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, 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 Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, Person or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or Borrower or any of the 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 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) the Parent, the Borrower, the Administrative Agent, the Issuing Banks and the 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 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 participantParticipant, 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), modification or waiver described in Section 13.05 each case, as applicable to that affects portion of such participantLender’s rights and/or obligations that are subject to the participation. Each Loan Party The Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.033.10., 2.045.1., 2.05 and 2.06 5.4. (subject to the requirements and limitations therein, including the requirements under Section 6.09 3.10.(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 13.01(b)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 Section 2.03 Sections 5.1. or 2.06 3.10., with respect to any participation, than its participating Lender would have been entitled to receive. Each Lender that sells a participation agrees, except at the Borrower’s request and expense, to use reasonable efforts to cooperate with the extent such entitlement Borrower to receive a greater payment results from a Change in Law that occurs after effectuate the participant acquired the applicable participationprovisions of Section 5.6. with respect to any Participant. To the extent permitted by law, each participant Participant also shall be entitled to the benefits of Section 13.15 13.3. as though it were a Lender; provided, provided that such participant Participant agrees to be subject to Section 2.04 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 Borrower, maintain a register on which it enters the name and address of each participant Participant and the principal amounts (and stated interest) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant Participant or any information relating to a participantParticipant’s interest in any Term Loan 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 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 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, Borrower or Administrative Agentthe Borrower, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust established for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of Borrower’s the Affiliates or SubsidiariesSubsidiaries of the Borrower) (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 Term 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) the Borrower, the Administrative Agent, Agent 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. For the avoidance of doubt, each Lender shall be responsible for the indemnities under Sections 2.14(e) and 10.7 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 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 participantParticipant, agree to any amendment, modification or waiver which affects such Participant and for which the consent of such Lender is required (as described in Section 13.05 that affects such participant10.1). Each Loan Party The Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.032.13, 2.04, 2.05 2.14 and 2.06 2.15 (subject to the requirements and limitations therein, including the requirements under Section 6.09 2.14(f) (it being understood that the documentation required under Section 2.14(f) shall be delivered by such Participant 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 Section 13.01(b11.6(b); provided that such Participant (A) agrees to be subject to the provisions of Sections 2.17 as if it were an assignee under Section 11.6(b); and (B) shall not be entitled to receive any greater payment under Section 2.03 Sections 2.13 or 2.06 2.14, 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 change in any Requirement of Law that occurs after the participant 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 2.17 with respect to any Participant. To the extent permitted by law, each participant Participant also shall be entitled to the benefits of Section 13.15 10.7 as though it were a Lender; provided, provided that such participant Participant agrees to be subject to Section 2.04 2.12(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 Borrower, maintain a register on which it enters the name and address of each participant Participant and the principal amounts (and stated interest) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant Participant or any information relating to a participantParticipant’s interest in any Term Loan 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 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 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, Borrower the Borrowers or the Administrative Agent, sell participations to any Person and any such participant may sell sub-participations to any Person (other than a natural Person, Person or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, of a natural Person, a Defaulting Lender or any Borrower or any of Borrower’s the Borrowers’ Affiliates or Subsidiaries) (each such Person, 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 owing to itapplicable Term Loan); 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) Borrowerthe Borrowers, the Administrative Agent, Agent and the 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 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 (A) that such Lender will not, without the consent of the participantParticipant, agree to any amendment, waiver or other modification or waiver described in the first proviso to Section 13.05 10.01 that affects such participantParticipant 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 $5,000,000 in such ▇▇▇▇▇▇’s Commitment on or after the Restatement 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. Each Loan Party agrees 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 Restatement Date and no Voting Participant Notification shall be required with respect to such participations. Subject to subsection (e) of this Section, the Borrowers agree that each participant (A) Participant shall be entitled to the benefits of Sections 2.03, 2.04, 2.05 3.01 and 2.06 subject to the requirements and limitations therein, including the requirements under Section 6.09 3.02 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 3.05 and 10.13 as if it were an assignee under paragraph (b) of this Section 13.01(b); and (B) shall not be entitled to receive any greater payment under Section 2.03 Sections 3.01 or 2.06 3.02, with respect to any participation, than its participating 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 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 3.05 with respect to any Participant. To the extent permitted by law, each participant Participant also shall be entitled to the benefits of Section 13.15 10.08 as though it were a Lender; provided, provided that such participant Participant agrees to be subject to Section 2.04 2.11 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 Borrowerthe Borrowers, maintain a register on which it enters the name and address of each participant Participant and the principal amounts (and stated interest) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that that, except with respect to a Voting Participant, no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant Participant or any information relating to a participantParticipant’s interest in any Term Loan Commitments, Loans, Term Loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitmentCommitment, loan, Term Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, 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 Borrower 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 Borrower or any of the 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 Revolving Credit Commitment and/or the 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) the Borrower, the Administrative Agent, the Issuing Banks and the 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 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 participantParticipant, 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, modification (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 waiver 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 13.05 each case, as applicable to that affects portion of such participantLender’s rights and/or obligations that are subject to the participation. Each Loan Party The Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.033.10, 2.045.1, 2.05 and 2.06 5.4 (subject to the requirements and limitations therein, including the requirements under Section 6.09 3.10(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 13.01(b)3.9(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 Section 2.03 Sections 5.1 or 2.06 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 in Law that occurs after the participant 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 law, each participant Participant also shall be entitled to the benefits of Section 13.15 13.4 as though it were a Lender; provided, provided that such participant Participant agrees to be subject to Section 2.04 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 Borrower, maintain a register on which it enters the name and address of each participant Participant and the principal amounts (and stated interest) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant Participant or any information relating to a participantParticipant’s interest in any Term Loan 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 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 doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. Any Upon the consent of Agent and, in the absence of an Event of Default, Borrowers (such consent not to be unreasonably withheld), any Lender may at any time, without the consent of, or notice to, Borrower or Administrative Agent, sell grant participations in its extensions of credit hereunder to any Person other Lender or other lending institution (other than a natural Person“Participant”), or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or Borrower or any of Borrower’s Affiliates or Subsidiaries) 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 owing to it); provided that (i) no such participation shall be for an amount of less than $5,000,000 or any integral multiple of $1,000,000 in excess thereof (or, if less, the aggregate amount of the Loans and Loan Commitments of such Lender’s obligations under this Agreement shall remain unchanged), (ii) such no Participant shall thereby acquire any direct rights under this Agreement, (iii) no Participant shall be granted any right to consent to any amendment, except to the extent any of the same pertain to (1) reducing the aggregate principal amount of, or interest rate on, or fees applicable to, any Loan or (2) extending the final stated maturity of any Loan or the stated maturity of any portion of any payment of principal of, or interest or fees applicable to, any of the Loans; provided, that the rights described in this subclause (2) shall not be deemed to include the right to consent to any amendment with respect to or which has the effect of requiring any mandatory prepayment of any portion of any Loan or any amendment or waiver of any Default or Event of Default, (iv) no sale of a participation in extensions of credit shall in any manner relieve the originating Lender of its obligations hereunder, (v) the originating Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (vi) Borrowers and (iii) Borrower, Administrative Agent, and Lenders Agent shall continue to deal solely and directly with such the originating Lender in connection with such the originating Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such Agreement and the other Loan Documents, (vii) in no event shall any financial institution purchasing the participation grant 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, modification or waiver described in Section 13.05 that affects such participant. Each Loan Party agrees that each participant (A) shall be entitled to the benefits of Sections 2.03, 2.04, 2.05 and 2.06 subject to the requirements and limitations therein, including the requirements under Section 6.09 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.01(b); and (B) shall not be entitled to receive any greater payment under Section 2.03 or 2.06 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 law, each participant also shall be entitled to the benefits of Section 13.15 as though it were a Lender; provided, that such participant agrees to be subject to Section 2.04 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Term Loan Commitment and/or Loans without the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion prior written consent of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Term Loan CommitmentsAgent, Loansand, or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register absence of a Default or an Event of Default, Borrowers, which consents shall not unreasonably be withheld and (viii) all amounts payable by Borrowers hereunder shall be conclusive absent manifest error, and determined as if the originating Lender had not sold any such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Registerparticipation.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower 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 ofperson, a natural Person, Defaulting Lender or Borrower the Company or any of Borrowerthe Company’s Affiliates or SubsidiariesAffiliates) (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 Obligations and/or 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, obligations and (iii) the Borrower, the Administrative Agent, the Lenders and Lenders 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 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 participantParticipant, agree to any amendment, waiver or other modification or waiver described in clauses (ii)(A), (B) or (C) of Section 13.05 12.12(a) that affects such participantParticipant. Each Loan Party Subject to subsection (e) of this Section, the Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.03, 2.04, 2.05 and 2.06 subject to the requirements and limitations therein, including the requirements under Section 6.09 10.3 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.01(b); and subsection (Bb) of this Section. A Participant shall not be entitled to receive any greater payment under Section 2.03 or 2.06 with respect to any participation, 10.3 than its participating the applicable Lender would have been entitled to receive, except receive with respect to the extent participation sold to such entitlement to receive Participant. A Participant that would be a greater payment results from foreign Lender if it were a Change in Law that occurs after the participant acquired the applicable participation. To the extent permitted by law, each participant also Lender shall not be entitled to the benefits of Section 13.15 as though it were a Lender; provided2.12 unless the Company is notified of the participation sold to such Participant and such Participant agrees, that such participant agrees for the benefit of the Company, to be subject to comply with Section 2.04 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 Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents 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 Term Loan Commitments, Loans, or its other obligations under any Loan Document) to any Person except each Lender that sells a participation shall make a copy of the Participant Register available for the Borrower and the Administrative Agent to the extent that such disclosure is necessary to establish that such commitmentCommitment, loan, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender the Borrower, the Lenders and the Administrative Agent shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement Agreement, notwithstanding any notice to the contrary. For the avoidance of doubt, Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, Person or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or Borrower or any of the 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 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) the Borrower, the Administrative Agent, the Issuing Bank and the 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 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 participantParticipant, 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, modification or waiver described Guarantor from its Obligations under the Guaranty except as contemplated in Section 13.05 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. Each Loan Party The Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.033.10, 2.045.1, 2.05 and 2.06 5.4 (subject to the requirements and limitations therein, including the requirements under Section 6.09 3.10(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 13.01(b)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 Section 2.03 Sections 5.1 or 2.06 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 in Law that occurs after the participant 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 law, each participant Participant also shall be entitled to the benefits of Section 13.15 13.4 as though it were a Lender; provided, provided that such participant Participant agrees to be subject to Section 2.04 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 Borrower, maintain a register on which it enters the name and address of each participant Participant and the principal amounts (and stated interest) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant Participant or any information relating to a participantParticipant’s interest in any Term Loan 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 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 doubt, the Administrative Agent (in its capacity as the 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 Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, person or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or Borrower or any of the 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 Term Loan Commitment and/or the Loans (including such Lender’s participations in L/C 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, obligations and (iii) the Borrower, the Administrative Agent, the Lenders and Lenders the 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. Each Lender, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain a register for the recordation of the names and addresses of such Participants and the rights, interests or obligations of such Participants in any Obligation, in any Commitment and in any right to receive any principal, interest and other payments thereunder (the “Participant Register”). 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 Credit Agreement notwithstanding any notice to the contrary. 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 to approve any amendment, modification or waiver of any provision of this Credit Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the participantParticipant, agree to any amendment, waiver or other modification or waiver described in Section 13.05 that affects such participant11.01(a)(iv) or (v) or, to the extent the Participant is affected thereby, Section 11.01(b)(i), (ii) or (iii). Each Loan Party agrees that Subject to subsection (e) of this Section, each participant (A) Participant shall be entitled to the benefits of Sections 2.033.01, 2.04, 2.05 3.04 and 2.06 subject to the requirements and limitations therein, including the requirements under Section 6.09 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.01(b); and subsection (Bb) shall not be entitled to receive any greater payment under Section 2.03 or 2.06 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 participationof this Section. To the extent permitted by law, each participant Participant also shall be entitled to the benefits of Section 13.15 11.08 as though it were a Lender; provided, that provided such participant Participant agrees to be subject to Section 2.04 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 Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Term Loan Commitments, Loans, or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, 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, Borrower or 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 Borrower or any of Borrower’s Affiliates or Subsidiaries) 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 owing to it); provided that (i) Except as otherwise specifically provided herein, any Purchaser may sell to one or more Persons (each a “Participant”) participating interests in the interests of such Lender’s obligations Purchaser hereunder; provided, that no Purchaser shall grant any participation under which the Participant shall have rights to approve any amendment to or waiver of this Agreement shall remain unchanged, (ii) such Lender or any other Transaction Document. Such Purchaser shall remain solely responsible to the other parties hereto for the performance of such obligationsperforming its obligations hereunder, and (iii) Borrowerthe Seller, Administrative Agentthe Servicer, each Purchaser Agent and Lenders the Administrator shall continue to deal solely and directly with such Lender Purchaser in connection with such LenderPurchaser’s rights and obligations under this Agreementhereunder. Any agreement or instrument pursuant A Purchaser shall not agree with a Participant to which a Lender sells restrict such a participation shall provide that such Lender shall retain the sole Purchaser’s right to enforce this Agreement and agree to approve any amendment, waiver or modification hereto, except amendments, waivers or waiver modifications that require the consent of all Purchasers. (ii) Notwithstanding anything contained in paragraph (a) or clause (i) of paragraph (b) of this Section 5.3, each of the LC Bank and each LC Participant may sell participations in all or any part of any provision Funded Purchase made by such LC Participant to another bank or other entity so long as (x) no such grant of this Agreement; provided that such agreement or instrument may provide that such Lender will nota participation shall, without the consent of the participantSeller, require the Seller to file a registration statement with the SEC and (y) no holder of any such participation shall be entitled to require such LC Participant to take or omit to take any action hereunder except that such LC Participant may agree with such participant that, without such Participant’s consent, such LC Participant will not consent to any an amendment, modification or waiver described in Section 13.05 that affects requires the consent of all LC Participants. Any such participant. Each Loan Party agrees that each participant (A) shall be entitled to the benefits of Sections 2.03, 2.04, 2.05 and 2.06 subject to the requirements and limitations therein, including the requirements under Section 6.09 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.01(b); and (B) Participant shall not be entitled to receive have any greater payment rights hereunder or under Section 2.03 or 2.06 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 participationTransaction Documents. To the extent permitted by law, each participant also shall be entitled to the benefits of Section 13.15 as though it were a Lender; provided, that such participant agrees to be subject to Section 2.04 as though it were a Lender. (iii) Each Lender Purchaser that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrowerthe Seller, maintain a register on which it enters the name and address of each participant Participant and the principal amounts interest in a Purchased Interest (and stated interestDiscount, fees and other similar amounts under this Agreement) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans a Purchased Interest or other obligations under the Loan Transaction Documents (the “Participant Register”); provided that no Lender Purchaser shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant Participant or any information relating to a participantParticipant’s interest in any Term Loan Commitments, Loans, or its other obligations under any Loan Documenta Purchased Interest) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, or other obligation a Purchased Interest 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 Purchaser shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, Administrative Agent the Administrator (in its capacity as Administrative AgentAdministrator) shall have no responsibility for maintaining a Participant Register.

Participations. Any Lender may at any time, without the consent of, or notice to, Borrower the Borrowers or the Administrative Agent, sell participations to any Person (other than a natural Person, person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, person) or any Borrower or any of Borrower’s the Borrowers’ respective Affiliates or Subsidiaries) in all or a portion (provided that any such portion shall not be less than $5,000,000, in the case of any participation in respect of a Revolving Credit Commitment or Refinancing Revolving Credit Commitment, or $1,000,000, in the case of any participation in respect of a Term Loan Commitment, an Incremental Term Loan Commitment or a Refinancing Term Loan Commitment) 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 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) Borrowerthe Borrowers, the Administrative Agent, the Lenders, the Issuing Lenders and Lenders the Swingline 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 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 participantParticipant, agree to any amendment, modification or waiver described which would reduce the principal of or the interest rate on any Loan or the obligation of the Borrowers to reimburse any Borrowing, extend the term or increase the amount of the applicable Commitment of such Lender, reduce the amount of any fees to which such Participant is entitled, extend any scheduled payment date for principal of any Loan or, except as expressly contemplated hereby or thereby, release substantially all of the collateral granted in favor of the Administrative Agent for the benefit of the Secured Parties, in any such case in a manner that would affect such Participant. Subject to Section 13.05 that affects such participant. Each Loan Party agrees 9.04(e), the Borrowers agree that each participant (A) Participant shall be entitled to the benefits of Sections 2.03, 2.04, 2.05 and 2.06 subject to the requirements and limitations therein, including the requirements under Section 6.09 2.14 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.01(b9.04(b); and (B) shall not be entitled to receive any greater payment under Section 2.03 or 2.06 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 law, each participant Participant also shall be entitled to the benefits of Section 13.15 9.08 as though it were a Lender; provided, provided that such participant Participant agrees to be subject to Section 2.04 2.16(d) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrowerthe Borrowers, maintain a register on which it enters the name and address of each participant Participant and the principal amounts (and stated interest) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents 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 Term Loan Commitments, Loans, or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. This Section 9.04(d) shall be construed so that the Loans and other obligations hereunder are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related regulations (or any other relevant or successor provisions of the Code or such regulations), including Section 5f.103-1(c) of the United States Treasury Regulations. 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(in the case of a participation in a Revolving Commitment, without with the consent of, or notice to, of the Borrower or Administrative Agent, (such consent not to be unreasonably withheld)) sell participations to any Person one or more banks or other entities (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 Borrower or any of Borrower’s Affiliates or Subsidiaries“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 Term Loan Commitment and/or Commitments and the Loans and LC Disbursements owing to it); provided, that the Borrower shall be deemed to have consented to any such sale unless it shall object thereto by written notice to such Lender (with copy to the Administrative Agent) within 5 Business Days after having received written notice thereof; provided further 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 (iii) the Borrower, the Administrative Agent, the Issuing Bank 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 AgreementAgreement and the other Loan Documents and (iv) no consent of the Borrower shall be required for (A) a participation to a Lender, an Affiliate of a Lender, or, if an Event of Default has occurred and is continuing or (B) if such Participant does not have the right to receive any non-public information that may be provided pursuant to this Agreement and the Lender selling such participation agrees with the Borrower at the time of the sale of such participation that it will not deliver any non-public information to the Participant. 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 AgreementAgreement or any other Loan Document; provided that such agreement or instrument may provide that such Lender will not, without the consent of the participantParticipant, agree to any amendment, modification or waiver described in the first proviso to Section 13.05 9.02(b) that affects such participantParticipant. Each Loan Party Subject to paragraph (f) of this Section, the Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.032.14, 2.04, 2.05 2.15 and 2.06 2.16 (subject to the requirements and limitations thereinof such Sections, including the requirements under Section 6.09 2.16(e)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 13.01(b); and (Bprovided that any documentation required to be provided under Section 2.16(e) shall not be entitled to receive any greater payment under Section 2.03 or 2.06 with respect to any participation, than its participating Lender would have been entitled to receive, except provided solely to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participationparticipating Lender). To the extent permitted by law, each participant Participant also shall be entitled to the benefits of Section 13.15 9.08 as though it were a Lender; provided, that provided such participant agrees to Participant shall be subject to Section 2.04 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 Borrower, maintain a register on which it enters the name and address of each participant Participant and the principal amounts (and stated interestinterest amounts) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans Commitments or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant Participant or any information relating to a participantParticipant’s interest in any Term Loan Commitmentscommitments, Loans, loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, 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 Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust established for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Term Loan Commitment and/or the 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) the Borrower, the Administrative Agent, the Issuing Lender 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. For the avoidance of doubt, each Lender shall be responsible for the indemnities under Sections 2.20(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 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 participantParticipant, agree to any amendment, modification or waiver which affects such Participant and for which the consent of such Lender is required (as described in Section 13.05 that affects such participant10.1). Each Loan Party The Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.032.19, 2.04, 2.05 2.20 and 2.06 2.21 (subject to the requirements and limitations therein, including the requirements under Section 6.09 2.20(f) (it being understood that the documentation required under Section 2.20(f) shall be delivered by such Participant 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 Section 13.01(b10.6(b); provided that such Participant (A) agrees to be subject to the provisions of Sections 2.23 as if it were an assignee under Section 10.6(b); and (B) shall not be entitled to receive any greater payment under Section 2.03 Sections 2.19 or 2.06 2.20, 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 change in any Requirement of Law that occurs after the participant 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 2.23 with respect to any Participant. To the extent permitted by law, each participant Participant also shall be entitled to the benefits of Section 13.15 10.7 as though it were a Lender; provided, provided that such participant Participant agrees to be subject to Section 2.04 2.18(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 Borrower, maintain a register on which it enters the name and address of each participant Participant and the principal amounts (and stated interest) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant Participant or any information relating to a participantParticipant’s interest in any Term Loan Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, 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 Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding companyDefaulting Lender, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or Borrower or any of the Borrower’s Subsidiaries or Affiliates or Subsidiariesany 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 Term Loan Commitment and/or the 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) the Borrower, the Administrative Agent, the Issuing Lender, the Swingline Lender 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. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 12.3(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 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 participantParticipant, agree to any amendment, modification or waiver or modification described in Section 13.05 12.2(b), (c), (d) or (e) that directly and adversely affects such participantParticipant and could not be effected by a vote of the Required Lenders. Each Loan Party The Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.035.9, 2.04, 2.05 5.10 and 2.06 5.11 (subject to the requirements and limitations therein, including the requirements under Section 6.09 5.11(g) (it being understood that the documentation required under Section 5.11(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 paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 13.01(b5.12 as if it were an assignee under paragraph (b) of this Section (without duplication of any benefits that would otherwise be owed to the Lender with respect to the Loans subject to such participation); and (B) shall not be entitled to receive any greater payment under Section 2.03 Sections 5.10 or 2.06 5.11, with respect to any participation, than its participating Lender would have been entitled to receivereceive unless the participation was made with the Borrower’s prior written consent. Each Lender that sells a participation agrees, except at the Borrower’s request and expense, to use reasonable efforts to cooperate with the extent such entitlement Borrower to receive a greater payment results from a Change in Law that occurs after effectuate the participant acquired the applicable participationprovisions of Section 5.12(b) with respect to any Participant. To the extent permitted by law, each participant Participant also shall be entitled to the benefits of Section 13.15 12.4 as though it were a Lender; provided, provided that such participant Participant agrees to be subject to Section 2.04 5.6 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 Borrower, maintain a register on which it enters the name and address of each participant Participant and the principal amounts of (and stated interestinterest on) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant Participant or any information relating to a participantParticipant’s interest in any Term Loan 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 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 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 Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, Person or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or Borrower or any of the 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 Revolving Commitment and/or the 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) the Borrower, the Administrative Agent, the Issuing Banks and the 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 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 participantParticipant, 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 8.14(b), modification or waiver described in Section 13.05 each case, as applicable to that affects portion of such participantLender’s rights and/or obligations that are subject to the participation. Each Loan Party The Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.033.10, 2.045.1, 2.05 and 2.06 5.4 (subject to the requirements and limitations therein, including the requirements under Section 6.09 3.10(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 13.01(b)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 Section 2.03 Sections 5.1 or 2.06 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 in Law that occurs after the participant 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 law, each participant Participant also shall be entitled to the benefits of Section 13.15 13.3 as though it were a Lender; provided, provided that such participant Participant agrees to be subject to Section 2.04 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 Borrower, maintain a register on which it enters the name and address of each participant Participant and the principal amounts (and stated interest) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant Participant or any information relating to a participantParticipant’s interest in any Term Loan 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 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 doubt, the Administrative Agent (in its capacity as the 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 Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, person or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or Borrower or any of the 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 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) the Borrower, the Administrative Agent, Agent and the 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 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 participantParticipant, 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 otherwise permitted under Section 7.12.(c)) in each case, modification or waiver described in Section 13.05 as applicable to that affects portion of such participantLender’s rights and/or obligations that are subject to the participation. Each Loan Party Subject to the immediately following subsection (e), the Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.033.12., 2.044.1., 2.05 and 2.06 subject to the requirements and limitations therein, including the requirements under Section 6.09 4.4. to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.01(b); and paragraph (Bb) shall not be entitled to receive any greater payment under Section 2.03 or 2.06 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 participationof this Section. To the extent permitted by lawApplicable Law, each participant Participant also shall be entitled to the benefits of Section 13.15 12.3. as though it were a Lender; provided, that provided such participant Participant agrees to be subject to Section 2.04 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 Borrower, maintain a register on which it enters the name and address of each participant Participant and the principal amounts (and stated interest) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (and is maintained in accordance with Sections 5f. 103-1(c) and 1.871-14(c)(1)(i) of the United States Treasury Regulations) (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 Participant or any information relating to a participantParticipant’s interest in any Term Loan Commitmentscommitments, Loans, loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section Sections 5f.103-1(c) and 1.871-14(c)(1)(i) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, 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 Borrower or Administrative the Agent, sell participations to any Person (other than a natural Person, person or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or Borrower or any of the 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 Revolving Credit Commitment and/or the Loans Advances (including such Lender’s participations in L/C Obligations) 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) the Borrower, Administrative the Agent, the Lenders and Lenders the Issuing Banks shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this AgreementAgreement and (iv) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of this Agreement or any Note, or any consent to any departure by the Borrower therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, any Obligations or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, or postpone any date fixed for any payment of principal of, or interest on, any Obligations or any fees or other amounts payable hereunder, in each case to the extent subject to such 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 participantParticipant, agree to any amendment, waiver or other modification or waiver described addressing the matters set forth in Section 13.05 that affects clause (iv) above to the extent subject to such participantparticipation. Each Loan Party Subject to subsection (e) of this Section, the Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.032.11, 2.04, 2.05 2.14 and 2.06 subject to the requirements and limitations therein, including the requirements under Section 6.09 8.04(e) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.01(b); and subsection (Bb) shall not be entitled to receive any greater payment under Section 2.03 or 2.06 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 participationof this Section. To the extent permitted by lawLaw, each participant Participant also shall be entitled to the benefits of Section 13.15 8.05 as though it were a Lender; provided, that provided such participant Participant agrees to be subject to Section 2.04 2.15 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Term Loan Commitments, Loans, or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, 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, Borrower Company or Administrative Agent, sell participations to any Person one or more Persons (other than a natural Person, Person or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or Borrower Company or any of Borrower’s Affiliates or Subsidiariesits Affiliates) 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 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, obligations and (iii) BorrowerCompany, Administrative Agent, Agent and 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 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 participantParticipant, agree to any amendment, modification or waiver described in Section 13.05 that affects directly affecting (i) the extension of the scheduled final maturity date of any Loan allocated to such participantparticipation or (ii) a reduction of the principal amount of or the rate of interest payable on any Loan allocated to such participation. Each Loan Party Subject to the further provisions of this subsection 10.1C, Company agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.03, 2.04, 2.05 subsections 2.6D and 2.06 subject to the requirements and limitations therein, including the requirements under Section 6.09 2.7 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.01(b); and (B) subsection 10.1B. To the extent permitted by law, each Participant also shall be entitled to the benefits of subsection 10.4 as though it were a Lender, provided such Participant agrees to be subject to subsection 10.5 as though it were a Lender. A Participant shall not be entitled to receive any greater payment under Section 2.03 or 2.06 with respect to any participation, subsections 2.6D and 2.7 than its participating the applicable Lender would have been entitled to receive, except receive with respect to the extent participation sold to such entitlement Participant unless the sale of the participation to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participationsuch Participant is made with Company’s prior written consent. To the extent permitted by law, each participant also A Participant shall not be entitled to the benefits of Section 13.15 subsection 2.7 unless Company is notified of the participation sold to such Participant and such Participant agrees, for the benefit of Company, to comply with subsection 2.7B(iii) as though it were a Lender; provided, that such participant agrees to be subject to Section 2.04 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Term Loan Commitments, Loans, or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, 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, any Borrower 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 ofperson, a natural Person, Defaulting Lender or Borrower the Company or any of Borrowerthe Company’s Affiliates or SubsidiariesAffiliates) (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 Obligations and/or 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, obligations and (iii) Borrowerthe Borrowers, the Administrative Agent, the Lenders and Lenders 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 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 participantParticipant, agree to any amendment, waiver or other modification or waiver described in clauses (ii)(A), (B) or (C) of Section 13.05 12.12(a) that affects such participantParticipant. Each Loan Party agrees Subject to subsection (e) of this Section, the Borrowers agree that each participant (A) Participant shall be entitled to the benefits of Sections 2.03, 2.04, 2.05 and 2.06 subject to the requirements and limitations therein, including the requirements under Section 6.09 10.3 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.01(b); and subsection (Bb) of this Section. A Participant shall not be entitled to receive any greater payment under Section 2.03 or 2.06 with respect to any participation, 10.3 than its participating the applicable Lender would have been entitled to receive, except receive with respect to the extent participation sold to such entitlement to receive Participant. A Participant that would be a greater payment results from foreign Lender if it were a Change in Law that occurs after the participant acquired the applicable participation. To the extent permitted by law, each participant also Lender shall not be entitled to the benefits of Section 13.15 as though it were a Lender; provided2.12 unless the Company is notified of the participation sold to such Participant and such Participant agrees, that such participant agrees for the benefit of the Company, to be subject to comply with Section 2.04 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 Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents 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 Term Loan Commitments, Loans, or its other obligations under any Loan Document) to any Person except each Lender that sells a participation shall make a copy of the Participant Register available for the Borrower and the Administrative Agent to the extent that such disclosure is necessary to establish that such commitmentCommitment, loan, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender the Borrower, the Lenders and the Administrative Agent shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement Agreement, notwithstanding any notice to the contrary. For the avoidance of doubt, Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, Person or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or Borrower or any of the 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 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) the Borrower, the Administrative Agent, the Collateral Agent 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. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.05(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 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 participantParticipant, agree to any amendment, modification or waiver described with respect to the following: 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, or 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 Guarantors (other than in connection with the sale of any Guarantor in a transaction permitted by Section 13.05 that affects such participant6.05) or all or substantially all of the Collateral). Each Loan Party The Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.032.14, 2.042.15, 2.05 2.16 and 2.06 2.20 (subject to the requirements and limitations therein, including the requirements under Section 6.09 2.20 (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 Section 13.01(b9.04(b); provided that such Participant (A) agrees to be subject to the provisions of Sections 2.21 as if it were an assignee under Section 9.04(b)) and (B) shall not be entitled to receive any greater payment under Section 2.03 Sections 2.14, 2.15, 2.16 or 2.06 2.20, 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 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 2.21 with respect to any Participant. To the extent permitted by law, each participant Participant also shall be entitled to the benefits of Section 13.15 9.06 as though it were a Lender; provided, provided that such participant Participant agrees to be subject to Section 2.04 2.18 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 Borrower, maintain a register on which it enters the name and address of each participant Participant and the principal amounts (and stated interest) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant Participant or any information relating to a participantParticipant’s interest in any Term Loan Commitmentscommitments, Loans, loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, 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, Borrower Company or Administrative Agent, sell participations to any Person one or more Persons (other than a natural Person, Person or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or Borrower Company or any of Borrower’s Affiliates or Subsidiariesits Affiliates) 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 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, obligations and (iii) BorrowerCompany, Administrative Agent, Agent and 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 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 participantParticipant, agree to any amendment, modification or waiver described in Section 13.05 that affects directly affecting (i) the extension of the regularly scheduled maturity of any portion of the principal amount of or interest on any Loan allocated to such participantparticipation or (ii) a reduction of the principal amount of or the rate of interest payable on any Loan allocated to such participation. Each Loan Party Subject to the further provisions of this subsection 10.1C, Company agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.03, 2.04, 2.05 subsections 2.6D and 2.06 subject to the requirements and limitations therein, including the requirements under Section 6.09 2.7 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.01(b); and (B) subsection 10.1B. To the extent permitted by law, each Participant also shall be entitled to the benefits of subsection 10.4 as though it were a Lender, provided that such Participant agrees to be subject to subsection 10.5 as though it were a Lender. A Participant shall not be entitled to receive any greater payment under Section 2.03 or 2.06 with respect to any participation, subsections 2.6D and 2.7 than its participating the applicable Lender would have been entitled to receive, except receive with respect to the extent participation sold to such entitlement Participant unless the sale of the participation to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participationsuch Participant is made with Company’s prior written consent. To the extent permitted by law, each participant also No Participant shall be entitled to the benefits of Section 13.15 subsection 2.7 unless Company is notified of the participation sold to such Participant and such Participant agrees, for the benefit of Company, to comply with subsection 2.7B(iv) as though it were a Lender; provided, that such participant agrees to be subject to Section 2.04 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Term Loan Commitments, Loans, or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, 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 Borrower 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 ofperson, a natural Person, Defaulting Lender or the Borrower or any of the 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 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, obligations and (iiiC) the Borrower, the Administrative Agent, Agent and the Lenders 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 any bank that is a Farm Credit Lender that (a) has purchased a participation from any Lender that is a Farm Credit Lender in the minimum amount of $5,000,000 on or after the Closing Date, (b) is, by written notice to the Borrower and the Administrative Agent (a “Voting Participant Notification”), designated by such Lender as being entitled to be accorded the rights of a voting participant hereunder (any such bank so designated, a “Voting Participant”) and (c) received the prior written consent of the Borrower and the Administrative Agent to become a Voting Participant (such consent to 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 11.06(b)(iii)), shall be entitled to vote (and the voting rights of such Lender from whom it purchased such participation shall be correspondingly reduced), on a dollar for dollar basis, as if such Voting Participant were a Lender under the applicable Loans with a Commitment and/or Loans (as applicable) in an amount equal to the U.S. Dollar amount of the participation purchased, on any matter requiring or allowing such Lender from whom it purchased such participation, in its capacity as 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 any Voting Participant, (i) state the full name of such Voting Participant, as well as all contact information required of an assignee as set forth in Exhibit E-2 hereto and (ii) state the dollar amount and the applicable Loans of the participation purchased. The Borrower and the Administrative Agent shall be entitled to conclusively rely on information contained in notices delivered pursuant to this paragraph. 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 participantParticipant, agree to any amendment, waiver or other modification or waiver described in clause (ii) of the first proviso to Section 13.05 11.01 requiring the consent of each Lender affected thereby and that affects such participantParticipant. Each Loan Party Subject to subsection (e) of this Section, the Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.033.01, 2.04, 2.05 3.04 and 2.06 subject to the requirements and limitations therein, including the requirements under Section 6.09 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.01(b)subsection (b) of this Section; provided, further that such agreement or instrument shall provide that the Participant understands that the value of the loan asset (including Participant’s pro rata share thereof) may increase or decrease based on fluctuations in currency exchange rates and agrees that any losses (Bgains) experienced as a result of changes in currency exchange rates shall not be entitled to receive any greater payment under Section 2.03 or 2.06 shared by such Participant in accordance 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 participationParticipant’s pro rata share. To the extent permitted by law, each participant Participant shall also shall be entitled to the benefits of Section 13.15 11.08 as though it were a Lender; provided, provided that such participant Participant agrees to be subject to Section 2.04 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a an non-fiduciary agent of Borrowerthe Borrower (such agency being solely for tax purposes), maintain a register on which it enters the name and address of each participant Participant and the principal amounts (and stated interest) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant Participant or any information relating to a participantParticipant’s interest in any Term Loan 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 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 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, Borrower or Administrative Agent, time sell participations to any Person (other than a natural Person, person or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or Borrower or any of the 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 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) the Borrower, the Administrative Agent, Agent and the Lenders shall continue to deal solely and directly directly, with such Lender in connection with such Lender’s rights and obligations under this Agreement, and (iv) unless an Event of Default has occurred and is continuing, any such participation must be approved by the Borrower, which approval shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, if an Event of Default, other than pursuant to Section 8.01(a) or Section 8.01(f), has occurred and is continuing, no participations will be permitted to be made without the consent of the Borrower, which consent shall not be unreasonably withheld or delayed, other than to other Lenders, Affiliates of Lenders, Approved Funds, or other commercial banks or regulated financial institutions which are rated by (or whose direct or indirect parent are rated by) S&P, ▇▇▇▇▇’▇ or Fitch. 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 participantParticipant, agree to any amendment, waiver or other modification or waiver described in the first proviso to Section 13.05 11.01 that affects such participantParticipant. Each Loan Party Subject to subsection (e) of this Section, the Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.033.01, 2.04, 2.05 3.04 and 2.06 subject to the requirements and limitations therein, including the requirements under Section 6.09 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.01(b); and subsection (Bb) shall not be entitled to receive any greater payment under Section 2.03 or 2.06 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 participationof this Section. To the extent permitted by law, each participant Participant also shall be entitled to the benefits of Section 13.15 11.08 as though it were a Lender; provided, that provided such participant Participant agrees to be subject to Section 2.04 2.11 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 Borrower, maintain a register on which it enters the name and address of each participant Participant and the principal amounts (and stated interest) of each participantParticipant’s interest in the Term Loan Commitment and/or the Commitments, Loans or other obligations under the Loan Documents 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 Participant or any information relating to a participantParticipant’s interest in any Term Loan Commitments, Loans, or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower 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 Borrower or any of the Borrower’s Affiliates or 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 Term Loan Revolving Commitment and/or the 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) the Borrower, the Administrative Agent, Agent and the 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 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 participantParticipant, agree to any amendment(w) if such Lender is a Revolving Lender, modification increase such Lender’s Revolving Commitment, (x) extend the date fixed for the payment of principal on the Loans or waiver described in Section 13.05 that affects portions thereof owing to such participantLender or (y) reduce the rate at which interest is payable thereon. Each Loan Party The Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.03Section 3.10, 2.04Section 4.1, 2.05 and 2.06 Section 4.4 (subject to the requirements requirements, obligations, and limitations therein, including the requirements under Section 6.09 3.10(f) (it being understood that the documentation required under Section 3.10(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 paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 13.01(b)4.6 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Section 2.03 4.1 or 2.06 Section 3.10, with respect to any participation, than its participating Lender would have been entitled to receivereceive unless the sale of the participation to such Participant is made with the Borrower’s prior written consent (not to be unreasonably withheld or delayed (it being agreed, except however, that if the sale of a participation to a proposed Participant would, in the extent Borrower’s reasonable discretion, be reasonably likely to result in such entitlement proposed Participant qualifying as an Affected Lender if such proposed Participant were a Lender, the Borrower’s withholding of consent to receive such participation shall be deemed reasonable)). Each Lender that sells a greater payment results from a Change in Law that occurs after participation agrees, at the participant acquired Borrower’s request and expense, to use reasonable efforts to cooperate with the applicable participationBorrower to effectuate the provisions of Section 4.6 with respect to any Participant. To the extent permitted by law, each participant Participant also shall be entitled to the benefits of Section 13.15 13.3 as though it were a Lender; provided, provided that such participant Participant agrees to be subject to Section 2.04 3.3 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 Borrower, maintain a register on which it enters the name and address of each participant Participant and the principal amounts (and stated interest) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant Participant or any information relating to a participantParticipant’s interest in any Term Loan Commitmentscommitments, Loans, loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that (x) such commitment, loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury RegulationsRegulations or (y) a Participant is not a Disqualified Institution. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, 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 Borrower 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 Borrower any Loan Party or any of Borrowerany Loan Party’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 Commitments and/or the 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) the Borrower, the Administrative Agent, the Issuing Lenders 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. For the avoidance of doubt, each Lender shall be responsible for the indemnities under Sections 2.15(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 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 participantParticipant, agree to any amendment, modification or waiver which affects such Participant and for which the consent of such Lender is required (as described in Section 13.05 that affects such participant10.1). Each Loan Party The Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.032.14, 2.04, 2.05 2.15 and 2.06 2.16 (subject to the requirements and limitations therein, including the requirements under Section 6.09 2.15(f) (it being understood that the documentation required under Section 2.15(f) shall be delivered by such Participant to the Lender granting 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 Section 13.01(b)2.18 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 2.03 Sections 2.14 or 2.06 2.15, 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 change in any Requirement of Law that occurs after the participant 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 2.18 with respect to any Participant. To the extent permitted by law, each participant Participant also shall be entitled to the benefits of Section 13.15 10.7 as though it were a Lender; provided, provided that such participant Participant agrees to be subject to Section 2.04 2.13(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 Borrower, maintain a register on which it enters the name and address of each participant Participant and the principal amounts (and stated interest) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant Participant or any information relating to a participantParticipant’s interest in any Term Loan 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 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 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 Borrower (provided that so long as no Event of Default has occurred and is continuing, the Borrower’s consent shall be required to sell participations to any Disqualified Institution) or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust established for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Term Loan Commitment and/or the 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) the Borrower, the Administrative Agent, the Issuing Lender 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. For the avoidance of doubt, each Lender shall be responsible for the indemnities under Sections 2.20(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 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 participantParticipant, agree to any amendment, modification or waiver which affects such Participant and for which the consent of such Lender is required (as described in Section 13.05 that affects such participant10.1). Each Loan Party The Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.032.19, 2.04, 2.05 2.20 and 2.06 2.21 (subject to the requirements and limitations therein, including the requirements under Section 6.09 2.20(f) (it being understood that the documentation required under Section 2.20(f) shall be delivered by such Participant 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 Section 13.01(b10.6(b); provided that such Participant (A) agrees to be subject to the provisions of Sections 2.23 as if it were an assignee under Section 10.6(b); and (B) shall not be entitled to receive any greater payment under Section 2.03 Sections 2.19 or 2.06 2.20, 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 change in any Requirement of Law that occurs after the participant 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 2.23 with respect to any Participant. To the extent permitted by law, each participant Participant also shall be entitled to the benefits of Section 13.15 10.7 as though it were a Lender; provided, provided that such participant Participant agrees to be subject to Section 2.04 2.18(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 Borrower, maintain a register on which it enters the name and address of each participant Participant and the principal amounts (and stated interest) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant Participant or any information relating to a participantParticipant’s interest in any Term Loan 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 to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) or Proposed Section 1.163-5(b) (or, in each case, any amended or successor sections) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, 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 Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, a Disqualified Lender or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries; provided that such restriction shall not apply to any Lender on the Closing Date or an Affiliate or Approved Fund of such Lender to the extent such Person becomes an Affiliate of the Borrower or its Subsidiaries after the Closing Date) (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 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, and (iii) the Borrower, the Administrative Agent, Agent 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 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 to approve any amendment, modification or waiver of any provision of this Agreement; provided that provided, such agreement or instrument may provide that such Lender will not, without the consent of the participantParticipant, agree to any amendment, modification or waiver described in Section 13.05 10.5(b) that affects such participantParticipant. Each Loan Party The Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.03, 2.04, 2.05 2.16 and 2.06 2.17 (subject to the requirements and limitations therein, including the requirements under Section 6.09 of such sections) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause (b) of this Section 13.01(b(it being understood that the documentation required under Section 2.17(g) shall be delivered solely to the participating Lender); provided, such Participant shall be subject to the provisions of Section 2.18 and (B) shall not be entitled to receive any greater payment Section 2.19 as if it were an assignee under Section 2.03 or 2.06 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 participation10.6(b). To the extent permitted by law, each participant Participant also shall be entitled to the benefits of Section 13.15 10.4 as though it were a Lender; provided, that such participant agrees to Participant shall be subject to Section 2.04 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 Borrower, Section shall maintain a register on which it enters records the name and address of each participant Participant and the principal amounts (and stated interest) of each participantParticipant’s participation interest in the Term Loan Commitment and/or with respect to the Loans or other obligations under and the Loan Documents Commitments (the each, a “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 Term Loan Commitments, Loans, or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of a participation with respect to such participation Loans or Commitments for all purposes of under this Agreement Agreement, notwithstanding any notice to the contrary. For In maintaining the avoidance Participant Register, such Lender shall be acting as the agent of doubtthe Borrower solely for this purpose and undertakes no duty, Administrative Agent responsibility or obligation to the Borrower (without limitation, in its capacity as Administrative Agent) no event shall such Lender be a fiduciary of the Borrower for any purpose, except that such Lender shall maintain the Participant Register); provided, no Lender shall have no responsibility for maintaining 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, or its other obligations under this Agreement) except to the extent that such disclosure is necessary to establish in connection with a Tax audit that such Commitment, Loan, or other obligation is in registered form under Section 5f.103(c) of the United States Treasury Regulations or, if different, under Sections 871(h) or 881(c) of the Code. A Participant Registershall not be entitled to receive any greater payment under Sections 2.16 or 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant (except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation) unless the sale of the participation to such Participant is made with the Borrower’s prior written consent.

Participations. Any (a) Nothing herein provided shall prevent any Lender may at any time, from selling a participation in its Loans without the prior written consent of, or notice to, Borrower or 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 of the primary benefit of, a natural Person, or Borrower or any of Borrower’s Affiliates or Subsidiaries) 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 owing to it); provided that (a) no such sale of a participation shall (i) alter such Lender’s obligations under this Agreement shall remain unchangedhereunder, (ii) such Lender shall remain solely responsible cause an increase in any expense or cost to the other parties hereto for the performance of such obligationsBorrower including pursuant to Sections 2.4 or Section 2.6 or otherwise under this Agreement, and or (iii) Borrowercause illegality including pursuant to Section 2.6(b), Administrative Agent, (b) the recipient of such participation is a regulated financial institution and Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any (c) any agreement or instrument pursuant to which a any Lender sells such may grant a participation in its rights with respect to its Loans shall provide that that, with respect to such Loans, such Lender shall retain the sole right and responsibility to exercise the rights of such Lender (except with respect to any matter hereunder that requires the vote of all Lenders), and enforce this Agreement and the obligations of the Borrower relating to such Loans, including the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Financing Document and the right to take action to have the Notes declared due and payable pursuant to Article 8. No recipient of a participation in any Loans of any Lender shall have any rights under this Agreement; provided that such agreement , including direct rights against any Borrower Entity or instrument may provide that such Lender will notthe Sponsor, without the consent of the participant, agree nor rights to any amendment, modification or waiver described in Section 13.05 that affects such participant. Each Loan Party agrees that each participant (A) shall be entitled to the benefits of Sections 2.03, 2.04, 2.05 remedies hereunder and 2.06 subject to the requirements and limitations therein, including the requirements under Section 6.09 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.01(b); and (B) shall not be entitled to receive considered for any greater payment under Section 2.03 or 2.06 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 law, each participant also shall be entitled to the benefits of Section 13.15 as though it were a Lender; provided, that such participant agrees purpose to be subject party to Section 2.04 as though it were this Agreement. In no event shall the Borrower Entities or the Sponsor be responsible for any costs or expenses of any counsel engaged by a Lender. recipient of a participation in any Loans of a Lender hereunder. (b) Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant Lender and the principal amounts of (and stated interestinterest on) of each participantLender’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Financing 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 Lender or any information relating to a participant’s Lender interest in any Term Loan Commitmentscommitments, Loansloans, letters of credit or its other obligations under any Loan Financing Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations and section 1.163-5(b)(1) of the proposed United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, 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, Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, person or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or Borrower Obligors or any of Borrower’s the Obligors’ Affiliates or Subsidiaries) 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 Revolving Credit Commitment and/or the 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) Borrowerthe Borrowers, the Administrative Agent, the Lenders and Lenders 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 and (iv) the consent of the Borrowers (such consents not to be unreasonably withheld or delayed) shall be required for any such participation unless (x) a Non-Consent Event has occurred and is continuing at the time of such participation or (y) such participation is to a Lender, an Affiliate of a Lender or an Approved Fund. Each Lender that sells a participation pursuant to paragraph (d) of this Section, acting solely for this purpose as a non-fiduciary agent of the Borrower and solely for tax purposes, shall maintain a register comparable to the Register on which it shall enter the name and address of each Participant and the economic interests of each Participant in all or a portion of the participating Lender’s rights and/or obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and/or the Loans owing to it) (the “Participant Register”). The entries in the Participant Register shall be presumptively correct absent manifest error, and the Borrowers, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of such participation for all purposes of this Agreement, notwithstanding notice to the contrary. Notwithstanding anything herein to the contrary, such Lender shall not be required to disclose the Participant Register except that (i) such Lender shall be required to make its Participant Register available to the Administrative Agent or to the Borrower if requested by the Borrower in connection with the exercise by a related Participant of remedies hereunder and (ii) such Lender shall be required to make its Participant Register available to the Internal Revenue Service if requested by the Internal Revenue Service or the Borrower and to the extent required by the Internal Revenue Service. 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 participantParticipant, agree to any amendment, modification or waiver described in the proviso of Section 13.05 10.02(b) that directly and adversely affects such participantParticipant. Each Loan Party agrees Subject to paragraph (e) of this Section, the Borrowers agree that each participant (A) Participant shall be entitled to the benefits of Sections 2.032.14, 2.04, 2.05 2.15 and 2.06 subject to the requirements and limitations therein, including the requirements under Section 6.09 2.16 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.01(b); and paragraph (Bb) shall not be entitled to receive any greater payment under Section 2.03 or 2.06 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 participationof this Section. To the extent permitted by law, each participant Participant also shall be entitled to the benefits of Section 13.15 10.08 as though it were a Lender; provided, provided that such participant Participant agrees to be subject to Section 2.04 2.17(d) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Term Loan Commitments, Loans, or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, 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 Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust established for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Term Loan Commitment and/or the 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) the Borrower, the Administrative Agent, the Issuing Lender 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. For the avoidance of doubt, each Lender shall be responsible for the indemnities under Sections 2.20(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 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 participantParticipant, agree to any amendment, modification or waiver which affects such Participant and for which the consent of such Lender is required (as described in Section 13.05 that affects such participant10.1). Each Loan Party The Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.032.19, 2.04, 2.05 2.20 and 2.06 2.21 (subject to the requirements and limitations therein, including the requirements under Section 6.09 2.20(f) (it being understood that the documentation required under Section 2.20(f) shall be delivered by such Participant 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 Section 13.01(b10.6(b); provided that such Participant (A) agrees to be subject to the provisions of Sections 2.23 as if it were an assignee under Section 10.6(b); and (B) shall not be entitled to receive any greater payment under Section 2.03 Sections 2.19 or 2.06 2.20, 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 change in any Requirement of Law that occurs after the participant 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 2.23 with respect to any Participant. To the extent permitted by law, each participant Participant also shall be entitled to the benefits of Section 13.15 10.7 as though it were a Lender; provided, provided that such participant Participant agrees to be subject to Section 2.04 2.18(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 Borrower, maintain a register on which it enters the name and address of each participant Participant and the principal amounts (and stated interest) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant Participant or any information relating to a participantParticipant’s interest in any Term Loan 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 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 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, Borrower Parent or Administrative Agent, sell participations to any Person Eligible Assignee (other than a natural Person, it being understood and agreed that Administrative Agent shall have no liability or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit ofresponsibility with respect to ensuring participations are not made to Disqualified Institutions) (each, a natural Person, or Borrower or any of Borrower’s Affiliates or Subsidiaries“Participant”) in all or a portion of such Lender’s rights and/or or obligations under this Agreement (including all or a portion of its Term Loan Commitment and/or the applicable 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) BorrowerParent, Administrative Agent, Agent and Lenders shall continue to deal solely and directly with such Lender in connection with such LenderL▇▇▇▇▇’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 2.12(d) 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 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 participantParticipant, agree to any amendment, modification or waiver described with respect to any amendment, modification or waiver that (x) reduces the principal of any Loan or the interest rate thereon; (y) extends any stated payment date for the payment of any principal of, or interest on, any Loan; or (z) releases all or substantially all of the Collateral or all or substantially all Obligors, in Section 13.05 that each case, to the extent it affects such participantParticipant. Each Loan Party agrees Borrowers agree that each participant (A) Participant shall be entitled to the benefits of Sections 2.03, 2.04, 2.05 2.6 and 2.06 2.12 (subject to the requirements and limitations therein, including the requirements under Section 6.09 2.12(g) (it being understood that the documentation required under Section 2.12(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 Section 13.01(b11.6(b); provided that such Participant (A) agrees to be subject to the provisions of Section 2.12 as if it were an assignee under Section 11.6; and (B) shall not be entitled to receive any greater payment under Section 2.03 or 2.06 2.12, with respect to any participation, than its participating Lender would have been entitled to receive. Each Lender that sells a participation agrees, except at P▇▇▇▇▇’s request and Borrowers’ joint and several expense, to use reasonable efforts to cooperate with Parent to effectuate the extent such entitlement provisions of Section 2.13(b) with respect to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participationany Participant. To the extent permitted by law, each participant Participant also shall be entitled to the benefits of Section 13.15 Sections 10.11(a) and 11.18(b) as though it were a Lender; provided, provided that such participant Participant agrees to be subject to Section 2.04 Sections 10.11 and 11.18 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of BorrowerParent, maintain a register on which it enters the name and address of each participant Participant and the principal amounts (and stated interest) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant Participant or any information relating to a participantParticipant’s interest in any Term Loan Commitmentscommitments, Loans, loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. Any Lender may may, without notice to or consent of the Borrower, at any time, without the consent of, time sell to one or notice to, Borrower more banks or Administrative Agent, sell participations to any Person other financial institutions (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 Borrower or any of Borrower’s Affiliates or Subsidiaries“Participants”) participating interests in all or a portion of any Loan owing to such Lender’s rights and/or obligations , any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under this Agreement and the other Credit Documents (including all or for purposes of this subsection (b), participations in L/C Obligations). In the event of any such sale by a portion Lender of its Term Loan Commitment and/or the Loans owing to it); provided that (i) participating interests, 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 thereof, such Lender shall remain the holder of such obligations, its Notes for all purposes under this Agreement and (iii) Borrower, the Borrower and the Administrative Agent, and Lenders Agent 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 any such sale is effected may require the selling 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 obtain the consent of the participant, Participant in order for such Lender to agree in writing to any amendment, modification waiver or waiver described consent of a type specified in Section 13.05 that affects 8.04(a) or Section 8.04(b) but may not otherwise require the selling Lender to obtain the consent of such participantParticipant to any other amendment, waiver or consent hereunder. Each Loan Party The Borrower agrees that if amounts outstanding under this Agreement and the other Credit Documents are not paid when due (whether upon acceleration or otherwise), each participant (A) shall be entitled Participant shall, to the benefits fullest extent permitted by law, be deemed to have the right of Sections 2.03, 2.04, 2.05 setoff in respect of its participating interest in amounts owing under this Agreement and 2.06 subject to the requirements and limitations therein, including the requirements under Section 6.09 any other Credit Documents to the same extent as if the amount of its participating interest were owing directly to it were as a Lender and had acquired its interest by assignment pursuant to Section 13.01(b)under this Agreement or any other Credit Documents; provided, however, that (i) no Participant shall exercise any rights under this sentence without the consent of the Administrative Agent, (ii) no Participant shall have any rights under this sentence which are greater than those of the selling Lender and (Biii) such rights of setoff shall not be entitled to receive any greater payment under Section 2.03 or 2.06 with respect to any participation, than its participating Lender would have been entitled to receive, except subject to the extent obligation of such entitlement Participant to receive a greater share the payment results from a Change so obtained with all of the Lenders as provided in Law Section 2.10(b). The Borrower also agrees that occurs after the participant acquired the applicable participation. To the extent permitted by lawany Lender which has transferred any participating interest in its Commitment or Loans shall, each participant also shall notwithstanding any such transfer, be entitled to the full benefits of Section 13.15 as though it were a Lender; provided, that such participant agrees to be subject to Section 2.04 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Term Loan Commitments, Loans, or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and accorded such Lender shall treat each Person whose name is recorded in the Participant Register under Sections 2.11, 2.12 and 2.13, as the owner of if such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant RegisterLender had not made such transfer.

Participations. Any Lender may at any time, without the consent of, or notice to, Borrower the Borrowing Agent or the Administrative Agent, sell participations to any Person (other than a Defaulting Lender or its Lender Parent, 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 any Borrower or any of Borrower’s the Borrowers’ 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 Term Loan Commitment and/or the 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) Borrowerthe Borrowers, the Administrative Agent, Agent 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 12.3 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 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 participantParticipant, agree (other than as is already provided for herein) to any amendment, modification or waiver described in Section 13.05 with respect to Sections 12.1(a), 12.1(b), or 12.1(c) that affects such participantParticipant. Each Loan Party agrees The Borrowers agree that each participant (A) Participant shall be entitled to the benefits of Sections 2.034.4 , 2.045.8, 2.05 5.9 and 2.06 5.10 (subject to the requirements and limitations therein, including the requirements under Section 6.09 5.9(g) (it being understood that the documentation required under Section 5.9(g) shall be delivered solely to the participating Lender)) 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) shall be subject to the provisions of Section 13.01(b)5.13 as if it were an assignee under to paragraph (b) of this Section 12.8; and (B) shall not be entitled to receive any greater payment under Section 2.03 Sections 5.8 or 2.06 5.9, 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 Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrowing Agent’s request and expense, to use reasonable efforts to cooperate with the Borrowers to effectuate the provisions of Section 5.13 with respect to any Participant. To the extent permitted by lawLaw, each participant also Participant shall be entitled to the benefits of Section 13.15 as though it were a Lender; provided, that such participant agrees to be subject to Section 2.04 5.5 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrowerthe Borrowers, maintain a register on which it enters the name and address of each participant Participant and the principal amounts (and stated interest) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant Participant or any information relating to a participantParticipant’s interest in any Term Loan 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 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 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, Borrower or 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, of a natural Person, a Defaulting Lender or Borrower or any of 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 Obligations) 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) Borrower, Administrative Agent, the L/C Issuer and the 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 10.04(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 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 participantParticipant, agree to any amendment, waiver or other modification or waiver described in the first proviso to Section 13.05 10.01 that affects such participantParticipant. Each Loan Party Subject to subsection (e) of this Section, Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.033.01, 2.04, 2.05 3.04 and 2.06 subject to the requirements and limitations therein, including the requirements under Section 6.09 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 13.01(bprovided that the Participant has delivered to the Borrower the tax documentation required under Section 3.01(e)(ii); and (B) . To the extent permitted by applicable Law, each Participant also shall not be entitled to receive any greater payment under the benefits of Section 2.03 or 2.06 10.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.12 as though it were a Lender. 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 3.06 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 participationParticipant. To the extent permitted by law, each participant Participant also shall be entitled to the benefits of Section 13.15 10.08 as though it were a Lender; provided, provided that such participant Participant agrees to be subject to Section 2.04 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 Borrower, maintain a register on which it enters the name and address of each participant Participant and the principal amounts (and stated interest) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant Participant or any information relating to a participantParticipant’s interest in any Term Loan 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 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 doubt, 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 Borrower 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 Borrower or any of the 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 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) the Borrower, the Administrative Agent, the Lenders, and Lenders the Issuing Lender 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 11.3 [Expenses; Indemnity; Damage Waiver] 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 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 participantParticipant, agree (other than as is already provided for herein) to any amendment, modification or waiver described in Section 13.05 with respect to Sections 11.1.1 [Increase of Commitment], 11.1.2 [Extension of Payment, Etc.], or 11.1.3 [Release of Guarantor] that affects such participantParticipant. Each Loan Party The Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.034.4 [Term SOFR Rate or Daily Simple SOFR Unascertainable, 2.04Etc.], 2.05 5.9 [Increased Costs], 5.11 [Indemnity] and 2.06 5.10 [Taxes] (subject to the requirements and limitations therein, including the requirements under Section 6.09 5.10.7 [Status of Lenders] (it being understood that the documentation required under Section 5.10.7 [Status of Lenders] 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 Section 13.01(b)11.8.2 [Assignments by ▇▇▇▇▇▇▇]; provided that such Participant (A) agrees to be subject to the provisions of Section 5.13 [Replacement of a Lender] and Section 5.6.2 [Designation of Different Lending Office] as if it were an assignee under Section 11.8.2 [Assignments by Lenders]; and (B) shall not be entitled to receive any greater payment under Section 2.03 Sections 5.9 [Increased Costs] or 2.06 5.10 [Taxes], 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 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 5.13 [Replacement of a Lender] and Section 5.6.2 [Designation of Different Lending Office] with respect to any Participant. To the extent permitted by law, each participant Participant also shall be entitled to the benefits of Section 13.15 9.2.3 [Set-off] as though it were a Lender; provided, provided that such participant Participant agrees to be subject to Section 2.04 5.3 [Sharing of Payments by ▇▇▇▇▇▇▇] 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 Borrower, maintain a register on which it enters the name and address of each participant Participant and the principal amounts (and stated interest) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant Participant or any information relating to a participantParticipant’s interest in any Term Loan 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 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 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 Borrower 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 Borrower or any of the Borrower’s Affiliates or 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 Term Loan Revolving Commitment and/or the 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) the Borrower, the Administrative Agent, the Issuing Banks and the 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 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 participantParticipant, agree to (w) if such Lender is a Revolving Lender, increase such Lender’s Revolving 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 or release any Collateral, modification or waiver described except, in Section 13.05 that affects such participanteach case, as expressly permitted under the Loan Documents. Each Loan Party The Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.033.10., 2.044.1., 2.05 and 2.06 4.4. (subject to the requirements requirements, obligations and limitations therein, including the requirements under Section 6.09 3.10.(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 paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 13.01(b)4.6. as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Section 2.03 Sections 4.1. or 2.06 3.10., with respect to any participation, than its participating Lender would have been entitled to receivereceive unless the sale of the participation to such Participant is made with the Borrower’s prior written consent (not to be unreasonably withheld or delayed (it being agreed, except however, that if the sale of a participation to a proposed Participant would, in the extent Borrower’s reasonable discretion, be reasonably likely to result in such entitlement proposed Participant qualifying as an Affected Lender if such proposed Participant were a Lender, the Borrower’s withholding of consent to receive such participation shall be deemed reasonable)). Each Lender that sells a greater payment results from a Change in Law that occurs after participation agrees, at the participant acquired Borrower’s request and expense, to use reasonable efforts to cooperate with the applicable participationBorrower to effectuate the provisions of Section 4.6. with respect to any Participant. To the extent permitted by law, each participant Participant also shall be entitled to the benefits of Section 13.15 12.3. as though it were a Lender; provided, provided that such participant Participant agrees to be subject to Section 2.04 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 Borrower, maintain a register on which it enters the name and address of each participant Participant and the principal amounts (and stated interest) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant Participant or any information relating to a participantParticipant’s interest in any Term Loan 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 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. Upon the Borrower’s written request, a Lender shall certify to the Borrower that the Lender has not sold a participation to any Person that is a Disqualified Institution. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, 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, Borrower or the Borrower, the Administrative Agent, any Issuing Bank or the Swingline Lender, 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 Borrower or any of the 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 Commitments and/or the 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) the Parent, the Borrower, the Administrative Agent, the Issuing Banks and the 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 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 participantParticipant, 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), modification or waiver described in Section 13.05 each case, as applicable to that affects portion of such participantLender’s rights and/or obligations that are subject to the participation. Each Loan Party The Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.033.10, 2.044.1, 2.05 and 2.06 4.4 (subject to the requirements and limitations therein, including the requirements under Section 6.09 3.10(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 13.01(b)4.6 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 2.03 4.1 or 2.06 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 in Law that occurs after the participant 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 law, each participant Participant also shall be entitled to the benefits of Section 13.15 12.3 as though it were a Lender; provided, provided that such participant Participant agrees to be subject to Section 2.04 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 Borrower, maintain a register on which it enters the name and address of each participant Participant and the principal amounts (and stated interest) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant Participant or any information relating to a participantParticipant’s interest in any Term Loan 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 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 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 Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, Person or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or Borrower or any of the 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 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) the Parent, the Borrower, the Administrative Agent, the Issuing Banks and the 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 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 participantParticipant, 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), modification or waiver described in Section 13.05 each case, as applicable to that affects portion of such participantLender’s rights and/or obligations that are subject to the participation. Each Loan Party The Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.033.10., 2.045.1., 2.05 and 2.06 5.4. (subject to the requirements and limitations therein, including the requirements under Section 6.09 3.10.(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 13.01(b)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 Section 2.03 Sections 5.1. or 2.06 3.10., with respect to any participation, than its participating Lender would have been entitled to receive. Each Lender that sells a participation agrees, except at the Borrower’s request and expense, to use reasonable efforts to cooperate with the extent such entitlement Borrower to receive a greater payment results from a Change in Law that occurs after effectuate the participant acquired the applicable participationprovisions of Section 5.6. with respect to any Participant. To the extent permitted by law, each participant Participant also shall be entitled to the benefits of Section 13.15 13.3. as though it were a Lender; provided, provided that such participant Participant agrees to be subject to Section 2.04 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 Borrower, maintain a register on which it enters the name and address of each participant Participant and the principal amounts (and stated interest) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant Participant or any information relating to a participantParticipant’s interest in any Term Loan 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 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 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 Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, a Disqualified Lender or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries; provided that such restriction shall not apply to any Lender on the Closing Date or an Affiliate or Approved Fund of such Lender to the extent such Person becomes an Affiliate of the Borrower or its Subsidiaries after the Closing Date) (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 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, and (iii) the Borrower, the Administrative Agent, Agent 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 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 to approve any amendment, modification or waiver of any provision of this Agreement; provided that provided, such agreement or instrument may provide that such Lender will not, without the consent of the participantParticipant, agree to any amendment, modification or waiver described in Section 13.05 10.5(b) that affects such participantParticipant. Each Loan Party The Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.03, 2.04, 2.05 2.16 and 2.06 subject to the requirements and limitations therein, including the requirements under Section 6.09 2.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause (b) of this Section; provided, such Participant agrees to be subject to the provisions of Section 13.01(b); 2.18 and (B) shall not be entitled to receive any greater payment Section 2.19 as if it were an assignee under Section 2.03 or 2.06 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 participation10.6(b). To the extent permitted by law, each participant Participant also shall be entitled to the benefits of Section 13.15 10.4 as though it were a Lender; provided, that such participant Participant agrees to be subject to Section 2.04 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 Borrower, Section shall maintain a register on which it enters records the name and address of each participant Participant and the principal amounts (and stated interest) of each participantParticipant’s participation interest in the Term Loan Commitment and/or with respect to the Loans or other obligations under and the Loan Documents Commitments (the each, a “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 Term Loan Commitments, Loans, or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of a participation with respect to such participation Loans or Commitments for all purposes of under this Agreement Agreement, notwithstanding any notice to the contrary. For In maintaining the avoidance Participant Register, such Lender shall be acting as the agent of doubtthe Borrower solely for purposes of applicable US federal income tax law and undertakes no duty, Administrative Agent responsibility or obligation to the Borrower (without limitation, in its capacity as Administrative Agent) no event shall such Lender be a fiduciary of the Borrower for any purpose, except that such Lender shall maintain the Participant Register); provided, no Lender shall have no responsibility 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, or its other obligations under this Agreement) except to the extent that such disclosure is necessary to establish in connection with a Tax audit that such Commitment, Loan, or other obligation is in registered form under Section 5f.103(c) of the United States Treasury Regulations or, if different, under Sections 871(h) or 881(c) of the Code. A Participant shall not be entitled to receive any greater payment under Sections 2.16 or 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant (except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation) unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.17 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for maintaining the benefit of the Borrower, to comply with Section 2.17 as though it were a Participant RegisterLender.

Participations. Any Lender may at any time, without the consent of, or notice to, Borrower or the Borrower, the Administrative Agent, the Issuing Banks, the Swing Line Lender or any other Person sell participations to any Person (other than to (1) a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit ofperson, a natural PersonDisqualified Lender, or (2) the Borrower or any of the Borrower’s Affiliates or SubsidiariesSubsidiaries or (3) any Person described in the proviso to the definition of “Eligible Assignee”) (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 Letters of Credit and/or Swing Line Loans and other Obligations) 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) the Borrower, Administrative Agent, the Agents 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 AgreementAgreement or any other Loan Document; provided that such agreement or instrument may provide that such Lender will not, without the consent of the participantParticipant, agree to any amendment, waiver or other modification or waiver described in the first proviso of the first paragraph of Section 13.05 11.01 (other than clauses (d) and (g) thereof) that directly and adversely affects such participantParticipant. Each Loan Party Subject to subsection (e) of this Section, the Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.03, 2.04, 2.05 and 2.06 3.01 (subject to the requirements of Sections 3.01(b), (c), (d) and limitations therein(e), including as applicable (it being understood that the requirements documentation required under Section 6.09 such Sections shall be delivered to the participating Lender)), 3.04 and 3.05 (through the applicable Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.01(b); and subsection (Bb) shall not be entitled to receive any greater payment under Section 2.03 or 2.06 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 participationof this Section. To the extent permitted by lawapplicable Law, each participant Participant also shall be entitled to the benefits of Section 13.15 11.09 as though it were a Lender; provided, provided that such participant Participant agrees to be subject to Section 2.04 2.15 as though it were a Lender. Each To the extent that any participation is purported to be made to a Disqualified Lender (other than a Net Short Lender) or to any Person that sells was (at the time of such participation) a participation shallNet Short Lender on a pro forma basis for such participation, acting solely for this purpose as a non-fiduciary agent such transaction shall be subject to the applicable provisions of Borrower, maintain a register on which it enters the name and address of each participant Section 11.27(a) (and the principal amounts (and stated interest) Borrower shall be entitled to seek specific performance in any applicable court of each participant’s interest in the Term Loan Commitment and/or the Loans law or other obligations under the Loan Documents (the “Participant Register”equity to enforce this sentence); provided that no a Lender shall have be entitled to rely conclusively on any obligation Net Short Representation made (or deemed made) 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 it in any Term Loan Commitments, Loans, agreement or its other obligations under any Loan Document) to any Person except to the extent that instrument documenting or otherwise evidencing such disclosure is necessary to establish that such commitment, loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, Participation and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Registerduty to inquire as to or investigate the accuracy of any Net Short Representation therein or provided in connection with such Participation.

Participations. Any Lender may at any time, without with the consent ofof the Borrower (such consent not to be unreasonably withheld or delayed; provided that it is understood that it shall be reasonable for the Borrower to withhold consent to a new participant if such new participant is a hedge fund, private equity fund or notice to, any entity that is a direct competitor of the Borrower and is in the hotel business) and the Administrative Agent (such consent not to be unreasonably withheld or Administrative Agentdelayed), 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, of a natural Person, a Defaulting Lender, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries or JV 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 Obligations and/or 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) the Borrower, the Administrative Agent, the Lenders and Lenders the 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, (iv) the consent of the Borrower and the Administrative Agent shall not be required if such participation is sold to a Lender, an Affiliate of a Lender or an Approved Fund, (v) the consent of the Borrower shall not be required if an Event of Default has occurred and is continuing at the time of such sale of a participation, and (vi) the Borrower shall be deemed to have consented to any such sale of a participation unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Sections 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 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 participantParticipant, agree to any amendment, waiver or other modification or waiver described in the first proviso to Section 13.05 11.01 that affects such participantParticipant. Each Loan Party The Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.033.01, 2.04, 2.05 3.04 and 2.06 subject to the requirements and limitations therein, including the requirements under Section 6.09 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 13.01(b)(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 Section 2.03 Sections 3.01 or 2.06 3.04, with respect to any participation, than its participating 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 Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request, 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 Participant also shall be entitled to the benefits of Section 13.15 11.08 as though it were a Lender; provided, provided that such participant Participant agrees to be subject to Section 2.04 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 Borrower, maintain a register on which it enters the name and address of each participant Participant and the principal amounts (and stated interest) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant Participant or any information relating to a participantParticipant’s interest in any Term Loan 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 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 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 Borrower 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 ofperson, a natural Person, Defaulting Lender or the Borrower or any of the 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 Obligations and/or 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) the Borrower, the Administrative Agent, the Lenders and Lenders the 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, and each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts of each Participant’s interest in the Loans, L/C Obligations, Swing Line Loans and any other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations, or is otherwise required thereunder. The entries in the Participant Register shall be conclusive absent manifest error, and the Borrower, the Lenders and the Administrative Agent 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 notice to the contrary. It is intended that any Loans or other obligations issued pursuant to this Agreement or any Loan Document shall be maintained at all times in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code, Treasury Regulation Section 5f.103-1(c) and the provisions of this Agreement shall be construed in accordance with this intention. 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 participantParticipant, agree to any amendment, waiver or other modification or waiver described in the first proviso to Section 13.05 10.01 that affects such participantParticipant. Each Loan Party Subject to subsection (e) of this Section, the Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.033.01, 2.04, 2.05 3.04 and 2.06 3.05 (subject to the requirements and limitations therein, including the requirements under Section 6.09 therein read as if a Participant was a Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.01(b); and subsection (Bb) shall not be entitled to receive any greater payment under Section 2.03 or 2.06 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 participationof this Section. To the extent permitted by law, each participant Participant also shall be entitled to the benefits of Section 13.15 10.08 as though it were a Lender; provided, that provided such participant Participant agrees to be subject to Section 2.04 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 Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Term Loan Commitments, Loans, or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, 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 oftime sell, or notice to, Borrower or Administrative Agent, sell grant -------------- 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 Borrower or any of Borrower’s Affiliates or Subsidiaries) in all or part of its Commitment or any Loan or Loans made to Borrower under this Agreement to any other Person, other than an individual, (a portion "Participant"); provided, however, no Bank may be relieved of such Lender’s rights and/or its obligations under this Agreement except with the consent of Borrower and Administrative Agent. Any such sale or grant of a participation is subject to the following conditions: (including a) Administrative Agent and Borrower may, for all or purposes of this Agreement, deem and treat a portion of its Term Loan Commitment and/or the Loans owing Bank party to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to as the other parties hereto for the performance owner of such obligations, and (iii) Borrower, Bank's Loans hereunder for all purposes hereof until a written notice of the sale or participation shall have been received by Administrative Agent, together with Borrower's consent to treat such Participant as owner of such Loan. (b) Subject to Section 11.16, Borrower authorizes each Bank and Lenders shall continue the Administrative Agent to deal solely disclose to any prospective Participant and directly with to any Participant any and all information in such Lender in connection with such Lender’s rights Bank's or the Administrative Agent's possession concerning Borrower, this Agreement and obligations under this Agreement. any collateral. (c) Any agreement or instrument pursuant to which a Lender sells such Bank grants a participation in its rights with respect to any Loan or Loans shall provide that that, with respect to any such Lender Loan or Loans, such Bank shall retain the sole right and responsibility to enforce exercise the rights of a Bank under this Agreement and including, without limitation, the right to approve any amendment, modification or waiver of any provision of this AgreementAgreement and the right to take action to declare any amount due and payable pursuant to Section 9; provided that such participation agreement or instrument may provide that such Lender Bank will notnot agree to any modification, amendment or waiver of this Agreement without the consent of the participantParticipant if such modification, agree to any amendment, modification amendment or waiver described would (i) increase the amount of the Total Commitment or change the Commitment of such Bank, (ii) reduce interest, principal or fees owing to such Bank hereunder, (iii) extend the fixed date on which any sum is due hereunder, or (iv) release or subordinate any material portion of collateral. (d) Except as provided in this Section 13.05 that affects 11.13, no recipient of a participation in a Loan or Loans of any Bank shall have any rights under this Agreement other than to receive payment of principal of, and interest on the Loans and of such participant. Each Loan Party agrees that each participant (A) other amounts as Banks are entitled to receive pursuant to Sections 3.1, 3.2, 3.3, and 3.4 of this Agreement; provided, however such recipients shall be entitled to the benefits of Sections 2.03, 2.04, 2.05 and 2.06 subject to the requirements and limitations therein, including the requirements under Section 6.09 to the same extent as if it were a Lender and had acquired its interest by assignment receive pursuant to Section 13.01(b)Sections 3.1, 3.2 and 3.3 only the lesser of (i) the amount that the Bank from which the recipient received its participation would have received had such Bank not transferred an interest in its Loans to such recipient and (ii) the additional costs actually incurred by such recipient; and (B) any demand by a Participant for payment hereunder shall certify that the amount demanded does not be exceed the amount Participant is entitled to receive under this subsection (d). (e) Notwithstanding any greater payment under Section 2.03 or 2.06 with respect to other provision set forth in this Agreement, any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive Bank may at any time create a greater payment results from a Change in Law that occurs after the participant acquired the applicable participation. To the extent permitted by law, each participant also shall be entitled to the benefits of Section 13.15 as though it were a Lender; provided, that such participant agrees to be subject to Section 2.04 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s security interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of its rights under this Agreement (including, without limitation, the Participant Register (including the identity Loans owing to it) in favor of any participant or any information relating to a participant’s interest Federal Reserve Bank in any Term Loan Commitments, Loans, or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, or other obligation is in registered form under Section 5f.103-1(c) accordance with Regulation A of the United States Treasury Regulations. The entries in Board of Governors of the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant RegisterFederal Reserve System.

Participations. Any Lender may at any time, without the consent of, or notice to, Borrower the Borrowers 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 ofperson, a natural PersonDefaulting Lender or the Borrowers, or Borrower or any of Borrower’s the Borrowers’ respective Affiliates or SubsidiariesSubsidiaries or an Ineligible Assignee) (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 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) Borrowerthe Borrowers, the Administrative Agent, Agent and the 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: (i) each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation; and (ii) with respect to any participant that becomes an Ineligible Assignee after the Trade Date applicable to its participation (including as a result of the delivery of a notice pursuant to, and/or the expiration of the notice period referred to in, the proviso of the definition of “Ineligible Assignee”), such participant shall not retroactively be disqualified from having become a participant pursuant to the applicable participation agreement. Notwithstanding the foregoing, any participation to a participant that becomes an Ineligible Assignee shall be subject to the provisions of paragraph (f) below. 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 participantParticipant, agree to any amendment, waiver or other modification or waiver described in clause (y) of the first proviso to Section 13.05 10.01 that affects such participantParticipant. Each Loan Party agrees The Borrowers agree that each participant (A) Participant shall be entitled to the benefits of Sections 2.033.01, 2.04, 2.05 3.04 and 2.06 3.05 as if it were a Lender (subject to the requirements and limitations therein, including the requirements under Section 6.09 3.01 (it being understood that the documentation required under Section 3.01(g) shall be delivered to the same extent Lender who sells the participation)); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 10.13 as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 13.01(b); 10.06 and (B) shall not be entitled to receive any greater payment under Section 2.03 Sections 3.01 or 2.06 3.04, with respect to any participation, than its participating 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 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. Any Lender that sells a participation pursuant to this Section 10.06(d) shall promptly confirm to the Administrative Agent in writing the amount of the participation and any information received from the person to whom the participation was sold as to its status as a U.K. Qualifying Lender (other than a U.K. Treaty Lender or a U.K. Non-Bank Lender), a U.K. Treaty Lender, a U.K. Non-Bank Lender or not a U.K. Qualifying Lender (and the Administrative Agent, upon receipt of such information, shall inform the Borrowers of the same). To the extent permitted by law, each participant Participant also shall be entitled to the benefits of Section 13.15 10.08 as though it were a Lender; provided, provided that such participant Participant agrees to be subject to Section 2.04 2.11 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrowerthe Borrowers, maintain outside the United Kingdom a register on which it enters the name and address of each participant Participant and the principal amounts (and stated interest) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant Participant or any information relating to a participantParticipant’s interest in any Term Commitment or Loan Commitments, Loans, or any of its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitmentCommitment, loanLoan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, 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 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 Personperson, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) that is not a Disqualified Lender, unless, in the case of a Disqualified Lender, either (i) an Event of Default or Amortization Event has occurred (in which case the consent of the Borrower shall not be required) or (ii) the Borrower has consented to such sale in writing in its sole and absolutely discretion, which, in either such case, such assignee shall not be considered a Disqualified Lender for the purpose of this Agreement (each, a “Participant”) in all or a portion of such Lender’s rights and/or or obligations under this Agreement (including all or a portion of its Term Loan Commitment and/or or the 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, and (iii) the Borrower, the Administrative Agent, the Funding Agents 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 10.5 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 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 participantParticipant, agree to any amendment, modification or waiver described in Section 13.05 that affects such participantParticipant. Each Loan Party The Borrower agrees that each participant (A) Participant shall be entitled to the benefits of Sections 2.03, 2.04, 2.05 Section 2.11 and 2.06 Section 2.15 (subject to the requirements and limitations therein, including the requirements under Section 6.09 2.15(G) (it being understood that the documentation required under Section 2.15(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 this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 13.01(b)2.17 as if it were an assignee under paragraph (b) of this Section 10.8; and (B) shall not be entitled to receive any greater payment under Section 2.03 2.11 or 2.06 Section 2.15, 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 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 2.17(A) with respect to any Participant. To the extent permitted by law, each participant Participant also shall be entitled to the benefits of Section 13.15 10.7(A) as though it were a Lender; provided, provided that such participant Participant agrees to be subject to Section 2.04 10.7(B) 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 Borrower, maintain a register on which it enters the name and address of each participant Participant and the principal amounts (and stated interest) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans Advances or other obligations under the Loan Transaction 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 Participant or any information relating to a participantParticipant’s interest in any Term Loan Commitmentscommitments, Loansloans, letters of credit or its other obligations under any Loan Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, 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, Borrower the Borrowers 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 ofperson, a natural PersonDefaulting Lender or the Borrowers, or Borrower or any of Borrower’s the Borrowers’ respective Affiliates or SubsidiariesSubsidiaries or an Ineligible Assignee) (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 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) Borrowerthe Borrowers, the Administrative Agent, and the 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: (i) each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation; and (ii) with respect to any participant that becomes an Ineligible Assignee after the Trade Date applicable to its participation (including as a result of the delivery of a notice pursuant to, and/or the expiration of the notice period referred to in, the proviso of the definition of “Ineligible Assignee”), such participant shall not retroactively be disqualified from having become a participant pursuant to the applicable participation agreement. Notwithstanding the foregoing, any participation to a participant that becomes an Ineligible Assignee shall be subject to the provisions of paragraph (f) below. 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 participantParticipant, agree to any amendment, waiver or other modification or waiver described in clause (y) of the first proviso to Section 13.05 10.01 that affects such participantParticipant. Each Loan Party agrees The Borrowers agree that each participant (A) Participant shall be entitled to the benefits of Sections 2.033.01, 2.04, 2.05 3.04 and 2.06 3.05 (subject to the requirements and limitations therein, including the requirements under Section 6.09 3.01 (it being understood that the documentation required under Section 3.01(e) shall be delivered to the same extent Lender who sells the participation)); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 10.13 as if it were a Lender and had acquired its interest by assignment pursuant to an assignee under subsection (b) of this Section 13.01(b); and (B) shall not be entitled to receive any greater payment under Section 2.03 Sections 3.01 or 2.06 3.04, with respect to any participation, than its participating 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 such 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 law, each participant Participant also shall be entitled to the benefits of Section 13.15 10.08 as though it were a Lender; provided, provided that such participant Participant agrees to be subject to Section 2.04 2.11 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrowerthe Borrowers, maintain a register on which it enters the name and address of each participant Participant and the principal amounts (and stated interest) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant Participant or any information relating to a participantParticipant’s interest in any Term Commitment or Loan Commitments, Loans, or any of its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitmentCommitment, loanLoan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. Any (a) The Lender may at any timemay, without the consent of, or notice to, Borrower or Administrative Agentof the Borrower, sell participations to any Person one or more other Persons with its principal place of business in the United States (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit ofeach, a natural Person, or Borrower or "Participant") participations in any portion comprising less than all of Borrower’s Affiliates or Subsidiaries) in all or a portion of such Lender’s its rights and/or and obligations under this Agreement (including all or including, without limitation, a portion of its Term Loan Commitment and/or Commitment, the outstanding Loans owing to made by it and the Note or Notes held by it); provided provided, however, that (i) such the Lender’s 's obligations under this Agreement shall remain unchanged, (ii) such unchanged and the Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (ii) any such participation shall be in an amount of not less than $1,000,000, but the Lender shall not sell any participation that, when taken together with all other participations, if any, sold by the Lender, covers all of the Lender's rights and obligations under this Agreement, (iii) Borrower, Administrative Agent, and Lenders the Borrower shall continue to deal solely and directly with such the Lender in connection with such the 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 , and the Lender shall retain the sole not permit any Participant to have any voting rights or any 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 control the consent vote of the participant, agree Lender with respect to any amendment, modification modification, waiver, consent or waiver described in Section 13.05 other action hereunder or under any other Credit Document (except as to actions that affects such participant. Each Loan Party agrees that each participant would (A) shall be entitled to reduce or forgive the benefits principal amount of, or rate of Sections 2.03interest on, 2.04any Loan, 2.05 and 2.06 subject to the requirements and limitations thereinor reduce or forgive any fees or other Obligations, including the requirements under Section 6.09 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.01(b); and (B) shall not be entitled to receive extend any greater date (including the Maturity Date) fixed for the payment under Section 2.03 of any principal of or 2.06 with respect to interest on any participationLoan, than its participating Lender would have been entitled to receiveany fees or any other Obligations, except to or (C) increase any Commitment of 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 lawLender), each participant also shall be entitled to the benefits of Section 13.15 as though it were a Lender; provided, that such participant agrees to be subject to Section 2.04 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interestiv) of each participant’s interest in the Term Loan Commitment and/or the Loans or other obligations under the Loan Documents (the “no Participant Register”); provided that no Lender shall have any obligation rights under this Agreement or any of the other Credit Documents, each Participant's rights against the granting Lender in respect of any participation to disclose be those set forth in the participation agreement, and all amounts payable by the Borrower hereunder shall be determined as if the Lender had not granted such participation. (b) Nothing in this Agreement shall be construed to prohibit the Lender from pledging or assigning all or any portion of its rights and interest hereunder or under any Note to any Federal Reserve Bank as security for borrowings therefrom; provided, however, that no such pledge or assignment shall release the Lender from any of its obligations hereunder. (c) The Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section, disclose to the Participant Register (including the identity of any participant or proposed Participant any information relating to a participant’s interest Vesta and its Subsidiaries furnished to it by or on behalf of any other party hereto, provided that such Participant or proposed Participant agrees in any Term Loan Commitments, Loans, or its other obligations under any Loan Document) writing to any Person except keep such information confidential to the same extent that such disclosure is necessary to establish that such commitment, loan, or other obligation is in registered form required of the Lender under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register9.13.

Participations. Any Lender may at any time, without the consent of, or notice to, Borrower the Borrowers 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 ofperson, a natural Person, Defaulting Lender or Borrower the Borrowers or any of the 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 Term Loan Commitment and/or the Loans (including such Lender’s participations in L/C-BA Obligations and/or 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, obligations and (iii) Borrowerthe Borrowers, the Administrative Agent, the Lenders and Lenders the 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 time of such participation, with respect to approve any amendment, modification or waiver the sale of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will notparticipation in the Singapore Term Loan Facility, without the Borrowing Agent’s consent of the participant, agree to any amendment, modification or waiver described in Section 13.05 that affects such participant. Each Loan Party agrees that each participant (A) shall be entitled to the benefits of Sections 2.03required, 2.04, 2.05 and 2.06 subject to the requirements and limitations therein, including the requirements under Section 6.09 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.01(b); and (B) which consent shall not be entitled unreasonably withheld or delayed (it being agreed that the Borrowing Agent shall be deemed to receive any greater payment under Section 2.03 or 2.06 with respect be reasonable in withholding its consent to any participation, 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 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 law, each participant also shall be entitled to the benefits of Section 13.15 as though it were a Lender; provided, that such participant agrees to be subject to Section 2.04 as though it were a LenderSingapore). Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary an agent of Borrowerthe Borrowers, maintain a register on which it enters the name and address of each participant Participant and the principal amounts (and stated interest) of each participantParticipant’s interest in the Term Loan Commitment and/or the Loans or other obligations Obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any participant Participant or any information relating to a participant’s Participant's interest in any Term Loan 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 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 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.