Common use of Participations Clause in Contracts

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 commitment and/or Loans owing to it); provided 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 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 Participant, agree to any amendment, modification or waiver with respect to the matters set forth in Section 7.02(a)-(m) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costs, eurodollar breakage indemnity and tax gross-up (subject to the requirements and limitations therein and the requirements under 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 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 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 in law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of 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 also shall be entitled to the benefits of Section 8.01 as though it were a Lender; provided that such Participant agrees to be subject to Section 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 and the principal amounts (and stated interest) of each Participant’s interest in 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 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 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 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 commitment Term Loan 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 with respect to the matters set forth described in Section 7.02(a)-(m) 13.05 that affects such Participantparticipant. The Borrower Each Loan Party agrees that each Participant participant (A) shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 2.03, eurodollar breakage indemnity 2.04, 2.05 and tax gross-up (2.06 subject to the requirements and limitations therein and therein, including the requirements under 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)) Section 6.09 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 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 9.0113.01(b); and (B) shall not be entitled to receive any greater payment in respect of increased costs of tax gross-up, 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 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 8.01 13.15 as though it were a Lender; provided provided, that such Participant participant agrees to be subject to Section 8.02 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 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 commitmentsTerm Loan Commitments, 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 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 and the Credit Agreement (including all or a portion of its 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, 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 and the Credit Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity indemnities under Section 6.03 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 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 Participant, agree to any amendment, modification or waiver with respect to which affects such Participant and for which the matters set forth consent of such Lender is required (as described in Section 7.02(a)-(m) that affects such Participant10.1). The Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 2.19, eurodollar breakage indemnity 2.20 and tax gross-up 2.21 (subject to the requirements and limitations therein and therein, including the requirements under Sections 10.12 and 10.13 Section 2.20(f) (it being understood that the documentation required from a Lender in order to be eligible for a tax gross-up under Section 2.20(f) shall be delivered by such Participant to the participating LenderLender granting such participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.0110.6(b); provided that such Participant (A) agrees to be subject to any the provisions of the Credit Agreement regarding the mitigation of such amounts and the replacement of lenders (if any) Sections 2.23 as if it were an assignee under Section 9.0110.6(b); and (B) shall not be entitled to receive any greater payment in respect of increased costs of tax gross-upunder Sections 2.19 or 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 any Requirement of Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's ’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 Section 2.23 with respect to any Participant claiming such increased costs of tax gross-upParticipant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 10.7 as though it were a Lender; provided that such Participant agrees to be subject to Section 8.02 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 and the principal amounts (and stated interest) of each Participant’s interest in 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 ’s interest in any commitmentsCommitments, loansLoans, letters Letters of credit Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary 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, the Borrower or the 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 the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion any part of such Lender’s rights and/or interests and obligations under this Agreement and the Credit Agreement (including all or a portion of its commitment and/or Loans owing to it)hereunder; provided that 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 Credit Agreement participant shall remain unchanged, not 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) the Borrower, the 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 and the Credit Agreement. For the avoidance of doubtparticipation; provided, 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 however, 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 Participant, agree to any amendment, modification or waiver with respect to the matters set forth in Section 7.02(a)-(m) that affects such Participant. The Borrower agrees that each Participant participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costs, eurodollar breakage indemnity and tax gross-up (subject to the requirements and limitations therein and the requirements receive additional amounts under 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)) Section 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 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 participation would be entitled to receive any greater payment in respect the benefit 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 in law that occurs after the Participant acquired the applicable participationcost protection provisions. 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 also shall be entitled to the benefits of Section 8.01 as though it were a Lender; provided that such Participant agrees to be subject to Section 8.02 as though it were a Lender. Each Lender that sells a participation shallparticipation, acting solely for this purpose as a non-fiduciary agent of the BorrowerBorrowers (solely for tax purposes), shall maintain a register on which it enters for the recordation of the name and address of each Participant participant and the principal amounts (and stated interest) of each Participantparticipant’s interest in 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 participant or any information relating to a Participant's participant’s interest in any commitmentsCommitments, loansLoans, letters Letters of credit 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 Letter of credit 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 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 RegisterAgreement.

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 and the Credit Agreement (including all or a portion of its commitment Revolving 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, obligations and (iii) the Borrower, the Administrative Agent 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 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 Participant, 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 with respect 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 8.12.(b) or 8.12.(c), in each case, as applicable to that portion of such Lender’s rights and/or obligations that are subject to the matters set forth in Section 7.02(a)-(m) that affects such Participantparticipation. The Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 3.10., eurodollar breakage indemnity and tax gross-up 5.1., 5.4. (subject to the requirements and limitations therein and therein, including the requirements under Sections 10.12 and 10.13 Section 3.10.(g) (it being understood that the documentation required from a Lender in order to be eligible for a tax gross-up 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 Section 9.01subsection (b) of this Section; provided that such Participant (A) agrees to be subject to any the provisions of the Credit Agreement regarding the mitigation of such amounts and the replacement of lenders (if any) Section 5.6. as if it were an assignee under Section 9.01subsection (b) of this Section; and (B) shall not be entitled to receive any greater payment in respect of increased costs of tax gross-upunder Sections 5.1. or 3.10., with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in law Regulatory Change that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's ’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 Section 5.6. with respect to any Participant claiming such increased costs of tax gross-upParticipant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 13.3. as though it were a Lender; provided that such Participant agrees to be subject to Section 8.02 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 and the principal amounts (and stated interest) of each Participant’s interest in 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 ’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such 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 Lender of the Lenders may at any time, without the consent of, or notice to, the Borrower or the Administrative AgentBorrower, 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 Parent or any of the BorrowerParent’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 commitment the Commitment and/or Loans the Term Loan 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, obligations and (iii) the Borrower, the Administrative Agent and Lenders Borrower 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)therewith. 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 Participant, agree to any amendment, modification or waiver that would (i) increase or extend the term of such Lender’s Commitment, (ii) extend the date fixed for the payment of principal of or interest on 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 the matters set forth in Section 7.02(a)-(m) that affects such Participantdefault interest). The Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costs, eurodollar breakage indemnity and tax gross-up Section 5 (subject to the requirements and limitations therein and therein, including the requirements under Sections 10.12 and 10.13 of Section 5.03(f) (it being understood that the documentation required from a Lender in order to be eligible for a tax gross-up under Section 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 9.0114.05(b); 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 in respect of increased costs of tax gross-up, under Section 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. 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 lawLaw, each Participant also shall be entitled to the benefits of Section 8.01 as though it were a Lender; provided that such Participant agrees to be subject to Section 8.02 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 and the principal amounts (and stated interest) of each Participant’s interest in the Loans Term Loan 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 ’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such 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 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 Lender may at any time, without With the prior written consent of, or notice to, the 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 a holding company, investment vehicle more banks 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) other institutions (each, each a “Participant”) a participating interest in its Commitment or any or 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 commitment and/or Loans owing Principal Obligations. In the event of any such grant by a Lender of a participating interest to it); provided that (i) such Lender’s obligations under this Agreement and the Credit Agreement shall remain unchanged, (ii) a Participant, 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 the performance of such obligations, and (iii) the BorrowerLoan Documents, the Administrative Agent and Lenders the Letter of Credit Issuer shall continue to deal solely and directly with such Lender in connection with such Lender▇▇▇▇▇▇’s rights and obligations under this Agreement 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 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 Credit Agreement and Obligations including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement and the 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, agree to any amendment, modification or waiver with respect Commitment of such Participant and (ii) changes to the matters set forth in Section 7.02(a)-(m) that affects such ParticipantMaturity Date or interest rate. The Borrower agrees Credit Parties agree that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement Section 4 and Section 5.3 with respect to increased costsits participating interest, eurodollar breakage indemnity and tax gross-up (subject to the requirements and limitations therein and extent that such Participant complies with the requirements under of such 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 under Section 4.1(f) shall be delivered to the participating granting Lender)) to the same extent , as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.01Lender; provided (i) that in no event shall any Borrower be obligated to pay to such Participant (A) agrees to be subject to any provisions of the Credit Agreement regarding the mitigation of amounts greater than those 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 in respect of increased costs of tax gross-up, with respect to any participation, than its participating Lender 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 Change in law Law that occurs after the Participant acquired 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. 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 in accordance with this subsection (b). Each Lender that sells a participation agreesparticipating interest in any Loan, at the Borrower's request and expense, Commitment or other interest 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 a Participant claiming such increased costs of tax gross-up. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 as though it were a Lender; provided that such Participant agrees to be subject to Section 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 BorrowerCredit Parties solely for the purpose of this Section 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 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 or any information relating to a Participant's ’s interest in any 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 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 Lender may at any timemay, without the consent of, or notice to, the Borrower Company or the 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 the Borrower Company or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”its Affiliates) 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 commitment and/or Loans owing to it)Agreement; 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, obligations and (iii) the BorrowerCompany, the 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 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 Participant, agree to any amendment, modification or waiver with respect directly affecting (i) the extension of the scheduled final maturity date of any Loan allocated to such participation or (ii) a reduction of the principal amount of or the rate of interest payable on any Loan allocated to such participation. Subject to the matters set forth in Section 7.02(a)-(m) that affects such Participant. The Borrower further provisions of this subsection 10.1C, Company agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costs, eurodollar breakage indemnity subsections 2.6D and tax gross-up (subject to the requirements and limitations therein and the requirements under 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)) 2.7 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 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 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 in law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of any replacement of lender provisions in the Credit Agreement with respect to any Participant claiming such increased costs of tax gross-up. subsection 10.1B. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 subsection 10.4 as though it were a Lender; , provided that such Participant agrees to be subject to Section 8.02 subsection 10.5 as though it were a Lender. Each A Participant shall not be entitled to receive any greater payment under subsections 2.6D and 2.7 than the applicable Lender that sells a would have been entitled to receive with respect to the participation shall, acting solely for this purpose as a non-fiduciary agent sold to such Participant unless the sale of the Borrower, maintain participation to such Participant is made with Company’s prior written consent. A Participant that would be a register on which Non-US Lender if it enters were a Lender shall not be entitled to the name and address benefits of each subsection 2.7 unless Company is notified of the participation sold to such Participant and such Participant agrees, for the principal amounts (and stated interestbenefit of Company, to comply with subsection 2.7B(iii) of each Participant’s interest in 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 as though it were a Participant's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such 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 RegisterLender.

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 and the Credit Agreement (including all or a portion of its commitment Commitments 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, 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 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 Participant, 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 waiver portions thereof owing to such Lender, (y) reduce the rate at which interest is payable thereon (other than with respect to a waiver of implementation of interest at the matters set forth 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 7.02(a)-(m) each case, as applicable to that affects portion of such ParticipantLender’s rights and/or obligations that are subject to the participation. The Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 3.10, eurodollar breakage indemnity 5.1 and tax gross-up 5.4 (subject to the requirements and limitations therein and therein, including the requirements under Sections 10.12 and 10.13 Section 3.10(g) (it being understood that the documentation required from a Lender in order to be eligible for a tax gross-up 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 Section 9.01subsection (b) of this Section; provided that such Participant (A) agrees to be subject to any the provisions of the Credit Agreement regarding the mitigation of such amounts and the replacement of lenders (if any) Section 5.6 as if it were an assignee under Section 9.01subsection (b) of this Section; and (B) shall not be entitled to receive any greater payment in respect of increased costs of tax gross-upunder Section 5.1 or 3.10, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in law Regulatory Change that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's ’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 Section 5.6 with respect to any Participant claiming such increased costs of tax gross-upParticipant. To the extent permitted by lawApplicable Law, each Participant also shall be entitled to the benefits of Section 8.01 13.3 as though it were a Lender; provided that such Participant agrees to be subject to Section 8.02 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 and the principal amounts (and stated interest) of each Participant’s interest in 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 ’s interest in any commitments, loans, letters of credit loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit 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 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 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, 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 commitment Revolving Credit Commitment, Swingline Exposure and/or Loans the Revolving Advances (including such Lender’s participations in L/C Obligations) 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, 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 the Credit Agreement. For the avoidance (iv) no participant under any such participation shall have any right to approve any amendment or waiver of doubtany provision of this Agreement or any Note, each Lender shall be responsible for the indemnity under Section 6.03 with respect or any consent to any payments made departure by the Borrower therefrom, except to the extent that such Lender 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 its Participant(s)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 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 Participant, agree to any amendment, waiver or other modification or waiver with respect to addressing the matters set forth in Section 7.02(a)-(mclause (iv) that affects above to the extent subject to such Participantparticipation. The Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 2.11, eurodollar breakage indemnity 2.14 and tax gross-up (subject to the requirements and limitations therein and the requirements under 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)8.04(e) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.01; provided that such Participant subsection (Ab) 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 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 in law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of any replacement of lender provisions in the Credit Agreement with respect to any Participant claiming such increased costs of tax gross-upthis Section. To the extent permitted by lawLaw, each Participant also shall be entitled to the benefits of Section 8.01 8.05 as though it were a Lender; , provided that such Participant agrees to be subject to Section 8.02 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 and the principal amounts (and stated interest) of each Participant’s interest in 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 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 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 Lender may at any time, without the consent of, or notice to, the 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, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, Defaulting Lender or the Borrower Company or any of the BorrowerCompany’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 commitment Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line 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, obligations and (iii) the BorrowerBorrowers, the Administrative Agent 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 the Credit Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 6.03 with respect 10.04(c) without regard to the existence of any payments made by such Lender to its Participant(s)participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the 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 Participant, agree to any amendment, waiver or other modification or waiver with respect described in the first proviso to the matters set forth in Section 7.02(a)-(m) 10.01 that affects such Participant. The Borrower Company agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 3.01, eurodollar breakage indemnity 3.04 and tax gross-up (subject 3.05 to the requirements same extent as if it were a Lender and limitations therein and the requirements under Sections 10.12 and 10.13 had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required from a Lender in order to be eligible for a tax gross-up under Section 3.01(e) shall be delivered to the participating Lender)Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.01paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to any the provisions of the Credit Agreement regarding the mitigation of such amounts Sections 3.06 and the replacement of lenders (if any) 10.13 as if it were an assignee under paragraph (b) of this Section 9.01; and (B) shall not be entitled to receive any greater payment in respect of increased costs of tax gross-upunder Sections 3.01 or 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 Change in law Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's Company’s request and expense, to use reasonable efforts to cooperate with the Borrower Company to effectuate the provisions of any replacement of lender provisions in the Credit Agreement Section 3.06 with respect to any Participant claiming such increased costs of tax gross-upParticipant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 10.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 8.02 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 BorrowerCompany, 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 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 ’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The 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 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 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 and the Credit Agreement (including all or a portion of its 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, 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 and the Credit Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity indemnities under Section 6.03 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 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 Participant, agree to any amendment, modification or waiver with respect to which affects such Participant and for which the matters set forth consent of such Lender is required (as described in Section 7.02(a)-(m) that affects such Participant10.1). The Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 2.19, eurodollar breakage indemnity 2.20 and tax gross-up 2.21 (subject to the requirements and limitations therein and therein, including the requirements under Sections 10.12 and 10.13 Section 2.20(f) (it being understood that the documentation required from a Lender in order to be eligible for a tax gross-up under Section 2.20(f) shall be delivered by such Participant to the participating LenderLender granting such participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.0110.6(b); provided that such Participant (A) agrees to be subject to any the provisions of the Credit Agreement regarding the mitigation of such amounts and the replacement of lenders (if any) Sections 2.23 as if it were an assignee under Section 9.0110.6(b); and (B) shall not be entitled to receive any greater payment in respect of increased costs of tax gross-upunder Sections 2.19 or 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 any Requirement of Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's ’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 Section 2.23 with respect to any Participant claiming such increased costs of tax gross-upParticipant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 10.7 as though it were a Lender; provided that such Participant agrees to be subject to Section 8.02 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 and the principal amounts (and stated interest) of each Participant’s interest in 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 ’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such 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 Lender may at any time, without the consent of, or notice to, the Borrower Borrower, the Agent, any Issuing Bank or the Administrative AgentSwing 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, ) 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 commitment Commitment and/or Loans the Advances 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, 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 and the Credit Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 6.03 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 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 Participant, agree to any amendment, modification or waiver with respect to the matters set forth in Section 7.02(a)-(m) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 2.11, eurodollar breakage indemnity 8.04(f) and tax gross-up 2.14 (subject to the requirements and limitations therein and therein, including the requirements under Sections 10.12 and 10.13 Section 2.14(f) (it being understood that the documentation required from a Lender in order to be eligible for a tax gross-up under Section 2.14(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 9.01paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to any the provisions of the Credit Agreement regarding the mitigation of such amounts and the replacement of lenders (if any) Section 2.18 as if it were an assignee under Section 9.01paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment in respect of increased costs of tax gross-upunder Sections 2.11 or 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 law Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's ’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 Section 2.18 with respect to any Participant claiming such increased costs of tax gross-upParticipant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 8.05 as though it were a Lender; provided that such Participant agrees to be subject to Section 8.02 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 and the principal amounts (and stated interest) of each Participant’s interest in 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 or any information relating to a Participant's ’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary 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 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 and the Credit Agreement (including all or a portion of its commitment Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line 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, obligations and (iii) the Borrower, the Administrative Agent 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 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 Credit Agreement. For amount of the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 6.03 with respect participation sold to any payments made such Participant by such Lender and the related interest amounts owing to its Participant(s)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 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 Participant, agree to any amendment, waiver or other modification described in subsections (a), (b) or waiver with respect (c) of the first proviso to the matters set forth in Section 7.02(a)-(m) 10.01 that affects such Participant. The Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 3.01, eurodollar breakage indemnity 3.04 and tax gross-up (subject to the requirements and limitations therein and the requirements under 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)) 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.01; provided that such Participant subsection (Ab) 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 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 in law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of any replacement of lender provisions in the Credit Agreement with respect to any Participant claiming such increased costs of tax gross-upthis Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 10.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 8.02 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 and the principal amounts (and stated interest) of each Participant’s interest in 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 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 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 Lender may at any time, without the consent of, or notice to, the Borrower Borrower, the Agent, any Issuing Bank or the Administrative AgentSwing 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 and the Credit Agreement (including all or a portion of its commitment Commitment and/or Loans the Advances 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, 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 and the Credit Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 6.03 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 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 Participant, agree to any amendment, modification or waiver with respect described in the first proviso to the matters set forth in Section 7.02(a)-(m8.01(b) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 2.11, eurodollar breakage indemnity 8.04(f) and tax gross-up 2.14 (subject to the requirements and limitations therein and therein, including the requirements under Sections 10.12 and 10.13 Section 2.14(f) (it being understood that the documentation required from a Lender in order to be eligible for a tax gross-up 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 Section 9.01paragraph (b) of this Section; provided that such Participant (A) agrees to shall be subject to any the provisions of the Credit Agreement regarding the mitigation of such amounts and the replacement of lenders (if any) Section 2.18 as if it were an assignee under Section 9.01paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment in respect of increased costs of tax gross-upunder Sections 2.11 or 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 law Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's ’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 Section 2.18 with respect to any Participant claiming such increased costs of tax gross-upParticipant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 8.05 as though it were a Lender; provided that such Participant agrees to shall be subject to Section 8.02 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 and the principal amounts (and stated related interest) of each Participant’s interest in 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 or any information relating to a Participant's ’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary 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 Lender may at any time, without the consent of, or notice to, the Borrower 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 any Subsidiary or the Borrower or the Borrowers or any of the Borrower’s Borrowers’ 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 commitment Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line 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) where such rights and obligations relate to a U.K. Facility, the BorrowerParticipant is U.K. Qualifying Lender; (iv) the Borrowers, the Administrative Agent 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 and (v) the Credit Agreement. For consent of the avoidance of doubt, each Lender Lead Borrower shall be responsible for the indemnity required solely in connection with any Participation by a Defaulting Lender or any Lender that has breached its obligations hereunder or under Section 6.03 with respect to any payments made by such Lender to its Participant(s)Loan Document. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the Credit Agreement and to approve any amendment, modification or waiver of any provision of this Agreement and shall not give the Credit AgreementParticipant 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 Participant, agree to any amendment, waiver or other modification or waiver with respect described in the first proviso to the matters set forth in Section 7.02(a)-(m11.01 (other than clauses (a) and (b) that affects such Participant and would require such Participant’s consent if such Participant were a Lender under the applicable Facility. The Borrower agrees Subject to subsection (e) of this Section, the Borrowers agree that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 3.01, eurodollar breakage indemnity 3.04 and tax gross-up (subject to the requirements and limitations therein and the requirements under 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)) 3.07 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 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 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 in law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of any replacement of lender provisions in the Credit Agreement with respect to any Participant claiming such increased costs of tax gross-up11.06(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 11.08 as though it were a Lender; , provided that such Participant agrees to be subject to Section 8.02 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 the BorrowerBorrowers, 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 the proposed Participant and the principal amounts (and stated interest) of each such proposed Participant’s interest in 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 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 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 and the Credit Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the 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 timemay, without the consent of, or notice to, the Borrower Company or the 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 the Borrower Company or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”its Affiliates) 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 commitment and/or Loans owing to it)Agreement; 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, obligations and (iii) the BorrowerCompany, the 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 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 Participant, agree to any amendment, modification or waiver with respect directly affecting (i) the extension of the scheduled final maturity date of any Loan allocated to such participation or (ii) a reduction of the principal amount of or the rate of interest payable on any Loan allocated to such participation. Subject to the matters set forth in Section 7.02(a)-(m) that affects such Participant. The Borrower further provisions of this subsection 10.1C, Company agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costs, eurodollar breakage indemnity subsections 2.6D and tax gross-up (subject to the requirements and limitations therein and the requirements under 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)) 2.7 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 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 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 in law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of any replacement of lender provisions in the Credit Agreement with respect to any Participant claiming such increased costs of tax gross-up. subsection 10.1B. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 subsection 10.4 as though it were a Lender; , provided that such Participant agrees to be subject to Section 8.02 subsection 10.5 as though it were a Lender. Each A Participant shall not be entitled to receive any greater payment under subsections 2.6D and 2.7 than the applicable Lender that sells a would have been entitled to receive with respect to the participation shall, acting solely for this purpose as a non-fiduciary agent sold to such Participant unless the sale of the Borrower, maintain a register on which it enters participation to such Participant is made with Company’s prior written consent. No Participant shall be entitled to the name and address benefits of each subsection 2.7 unless Company is notified of the participation sold to such Participant and such Participant agrees, for the principal amounts (and stated interestbenefit of Company, to comply with subsection 2.7B(iv) of each Participant’s interest in 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 as though it were a Participant's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such 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 RegisterLender.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower 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 of, a natural Person, person or the 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 Agreement and the Credit Agreement (including all or a portion of its commitment Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swingline 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, obligations and (iii) the BorrowerBorrowers, the Administrative Agent 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 Agreement and the Credit Agreement. For Each Lender, acting solely for this purpose as a non-fiduciary agent of the avoidance Borrowers, shall maintain a register for the recordation of doubtthe names and addresses of such Participants and the rights, each 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 be responsible 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 indemnity 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 6.03 with respect to any payments made by such Lender to its Participant(s)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 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 Participant, agree to any amendment, waiver or other modification described in Section 11.01(a)(iv) or waiver with respect (v) or, to the matters set forth in extent the Participant is affected thereby, Section 7.02(a)-(m11.01(b)(i), (ii) that affects such Participantor (iii). The Borrower agrees that Subject to subsection (e) of this Section 11.06, each Participant (i) shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 3.01, eurodollar breakage indemnity 3.04 and tax gross-up 3.05 (subject to the requirements and limitations therein and of such Sections including the requirements under Sections 10.12 and 10.13 Section 3.01(e) (it being understood that the documentation required from a Lender in order to be eligible for a tax gross-up 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 9.01; provided that such Participant 11.06 and (Aii) agrees to shall be subject to any provisions of Sections 3.06 and 11.13(a) to the Credit Agreement regarding the mitigation of such amounts and the replacement of lenders (if any) same extent as if it were an assignee under a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 9.01; and (B) shall not be entitled to receive any greater payment 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 in law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of any replacement of lender provisions in the Credit Agreement with respect to any Participant claiming such increased costs of tax gross-up11.06. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 11.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 8.02 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 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 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 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 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, Person or the 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 and the Credit Agreement (including all or a portion of its 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 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 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 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 Participant, agree to any amendment, modification or waiver with respect to the matters set forth described in Section 7.02(a)-(m) 8.01 requiring the consent of each Lender directly affected thereby that directly affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 2.15, eurodollar breakage indemnity 2.18 and tax gross-up 8.04(c) (subject to the requirements and limitations therein and therein, including the requirements under Sections 10.12 and 10.13 Section 2.18(g) (it being understood that the documentation required from a Lender in order to be eligible for a tax gross-up under Section 2.18(g) shall be delivered to the participating LenderLender 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 Section 9.01subsection (b) of this Section; provided that such Participant (A) agrees to be subject to any the provisions of the Credit Agreement regarding the mitigation of such amounts and the replacement of lenders (if any) Section 2.20 as if it were an assignee under Section 9.01subsection (b) of this Section; and (B) shall not be entitled to receive any greater payment in respect of increased costs of tax gross-upunder Section 2.15 or 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 in law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's ’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 Section 2.20(b) with respect to any Participant claiming such increased costs of tax gross-upParticipant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 8.05 as though it were a Lender; provided that such Participant agrees to be subject to Section 8.02 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 and the principal amounts (and stated interest) of each Participant’s interest in 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 ’s interest in any commitmentsCommitments, loans, letters of credit Loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitmentCommitment, loan, letter of credit 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 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 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 any Loan Party or any of the 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 and the Credit Agreement (including all or a portion of its commitment Commitments 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, 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 and the Credit Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity indemnities under Section 6.03 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 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 Participant, agree to any amendment, modification or waiver with respect to which affects such Participant and for which the matters set forth consent of such Lender is required (as described in Section 7.02(a)-(m) that affects such Participant10.1). The Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 2.17, eurodollar breakage indemnity 2.18 and tax gross-up 2.19 (subject to the requirements and limitations therein and therein, including the requirements under Sections 10.12 and 10.13 Section 2.18(f) (it being understood that the documentation required from a Lender in order to be eligible for a tax gross-up under Section 2.18(f) shall be delivered by such Participant to the participating LenderLender granting the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.01paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to any the provisions of the Credit Agreement regarding the mitigation of such amounts and the replacement of lenders (if any) Section 2.21 as if it were an assignee under Section 9.01paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment in respect of increased costs of tax gross-upunder Sections 2.17 or 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 in law any Requirement of Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's ’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 Section 2.21 with respect to any Participant claiming such increased costs of tax gross-upParticipant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 10.7 as though it were a Lender; provided that such Participant agrees to be subject to Section 8.02 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 and the principal amounts (and stated interest) of each Participant’s interest in 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 ’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such 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 Lender may at any time, without the consent of, or notice to, the Borrower 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 and the Credit Agreement (including all or a portion of its commitment Commitment and/or the Loans (including such Lender’s participations in LC Exposures and/or Swingline 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, obligations and (iii) the Borrower, the Administrative Agent 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 the Credit Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 6.03 with respect 9.4(c) without regard to the existence of any payments made by such Lender to its Participant(s)participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the 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 Participant, agree to any amendment, waiver or other modification or waiver with respect described in the first proviso to the matters set forth in Section 7.02(a)-(m9.2(b) that affects such Participant. The Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 2.15, eurodollar breakage indemnity 2.16 and tax gross-up (subject to the requirements and limitations therein and the requirements under 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)) 2.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.01; provided that such Participant subsection (Ab) 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 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 in law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of any replacement of lender provisions in the Credit Agreement with respect to any Participant claiming such increased costs of tax gross-upthis Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 9.8 as though it were a Lender; , provided that such Participant agrees to be subject to Section 8.02 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 and the principal amounts (and stated interest) of each Participant’s interest in 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 or any information relating to a Participant's ’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary 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 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 Borrower, 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 and the Credit Agreement (including all or a portion of its 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, obligations and (iii) the Borrower, the Administrative Agent and Agent, the 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, : (i) each Lender shall be responsible for the indemnity under Section 6.03 10.04(c) without regard to the existence of any participation; and (ii) with respect to any payments made by such Lender participant that becomes an Ineligible Assignee after the Trade Date applicable to its Participant(sparticipation (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 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 Participant, agree to any amendment, waiver or other modification or waiver with respect described in clause (y) of the first proviso to the matters set forth in Section 7.02(a)-(m) 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 3.01, eurodollar breakage indemnity 3.04 and tax gross-up 3.05 (subject to the requirements and limitations therein and therein, including the requirements under Sections 10.12 and 10.13 Section 3.01(g) (it being understood that the documentation required from a Lender in order to be eligible for a tax gross-up under Section 3.01(g) shall be delivered to the participating LenderLender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.01); provided that such Participant (A) agrees to be subject to any the provisions of the Credit Agreement regarding the mitigation of such amounts Sections 3.06 and the replacement of lenders (if any) 10.13 as if it were an assignee under subsection (b) of this Section 9.01; and (B) shall not be entitled to receive any greater payment in respect of increased costs of tax gross-upunder Sections 3.01 or 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 Change in law Law that occurs after the such Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's ’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 Section 3.06 with respect to any Participant claiming such increased costs of tax gross-upParticipant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 10.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 8.02 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 and the principal amounts (and stated interest) of each Participant’s interest in 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 ’s interest in any commitments, loans, letters Commitment or Loan or any 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 commitmentCommitment, loanLoan, letter of credit 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 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 Lender may at any time, without the consent of, or notice to, the Borrower 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 the Borrower Company or any of the BorrowerCompany’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 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, obligations and (iii) the BorrowerCompany, 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 and the Credit Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 6.03 with respect 10.05(b) without regard 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 existence 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 Participant, agree to any amendment, modification or waiver with respect to the matters set forth in Section 7.02(a)-(m) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costs, eurodollar breakage indemnity and tax gross-up (subject to the requirements and limitations therein and the requirements under 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 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 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 in law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of 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 also shall be entitled to the benefits of Section 8.01 as though it were a Lender; provided that such Participant agrees to be subject to Section 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 BorrowerCompany, 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 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 or any information relating to a Participant's ’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary 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. 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 of the Lenders may at any time, without the consent of, or notice to, the Borrower or the Administrative AgentBorrower, 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 and the Credit Agreement (including all or a portion of its commitment the Commitment and/or Loans the Term Loan 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, obligations and (iii) the Borrower, the Administrative Agent and Lenders Borrower 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)therewith. 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 Participant, agree to any amendment, modification or waiver that would (i) increase or extend the term of such Lender’s Commitment, (ii) extend the date fixed for the payment of principal of or interest on 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 the matters set forth in Section 7.02(a)-(m) that affects such Participantdefault interest). The Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costs, eurodollar breakage indemnity and tax gross-up Section 5 (subject to the requirements and limitations therein and therein, including the requirements under Sections 10.12 and 10.13 of Section 5.03(f) (it being understood that the documentation required from a Lender in order to be eligible for a tax gross-up under Section 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 9.0114.05(b); 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 in respect of increased costs of tax gross-up, under Section 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. 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 lawLaw, each Participant also shall be entitled to the benefits of Section 8.01 as though it were a Lender; provided that such Participant agrees to be subject to Section 8.02 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 and the principal amounts (and stated interest) of each Participant’s interest in the Loans Term Loan 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 ’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such 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 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 Lender may at any time, without the consent of, or notice to, the Borrower 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 the Borrower or Borrowers, any of the Borrower’s 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 and the Credit Agreement (including all or a portion of its 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, obligations and (iii) the BorrowerBorrowers, 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 and the Credit Agreement. For the avoidance of doubt, : (i) each Lender shall be responsible for the indemnity under Section 6.03 10.04(c) without regard to the existence of any participation; and (ii) with respect to any payments made by such Lender participant that becomes an Ineligible Assignee after the Trade Date applicable to its Participant(sparticipation (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 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 Participant, agree to any amendment, waiver or other modification or waiver with respect described in clause (y) of the first proviso to the matters set forth in Section 7.02(a)-(m) 10.01 that affects such Participant. The Borrower agrees Borrowers agree that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 3.01, eurodollar breakage indemnity 3.04 and tax gross-up 3.05 as if it were a Lender (subject to the requirements and limitations therein and therein, including the requirements under Sections 10.12 and 10.13 Section 3.01 (it being understood that the documentation required from a Lender in order to be eligible for a tax gross-up under Section 3.01(e) shall be delivered to the participating LenderLender who sells the participation)); provided that such Participant (A) agrees to be subject to the same extent 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 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; 10.06 and (B) shall not be entitled to receive any greater payment in respect of increased costs of tax gross-upunder Sections 3.01 or 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 Change in law Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrower Borrowers to effectuate the provisions of any replacement of lender provisions in the Credit Agreement Section 3.06 and 10.13 with respect to any Participant claiming 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 increased costs information, shall inform the Borrowers of tax gross-upthe same). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 10.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 8.02 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 BorrowerBorrowers, maintain outside the United Kingdom 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 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 ’s interest in any commitments, loans, letters Commitment or Loan or any 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 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 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 The Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agentany Borrower, 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, person or the Borrower Company or any of the BorrowerCompany’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such the Lender’s rights and/or obligations under this Agreement and the Credit Agreement (including all or a portion of its commitment 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 that (i) such the Lender’s obligations under this Agreement and the Credit 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) the Borrower, the Administrative Agent and Lenders 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 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 the Lender sells such a participation shall provide that such the 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 the Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification or waiver with respect that would (i) postpone any date upon which any payment of money is scheduled to the matters set forth in Section 7.02(a)-(m) that affects be made to such Participant, (ii) reduce the principal, interest, fees or other amounts payable to such Participant (provided, however, that 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 amendment 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. The Borrower Subject to subsection (d) of this Section, the Company agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 3.01, eurodollar breakage indemnity 3.04 and tax gross-up (subject to the requirements and limitations therein and the requirements under 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)) 3.05 to the same extent as if it were a the Lender and had acquired its interest by assignment pursuant to Section 9.01; provided that such Participant subsection (Ab) 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 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 in law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of any replacement of lender provisions in the Credit Agreement with respect to any Participant claiming such increased costs of tax gross-upthis Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 10.08 as though it were a the Lender; provided that such Participant agrees to be subject to Section 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 and the principal amounts (and stated interest) of each Participant’s interest in 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 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 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 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 Subsidiariesan Ineligible Institution) (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 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 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 and the Credit Agreement. For the avoidance (iv) no participant under any such participation shall have any right to approve any amendment or waiver of doubtany provision of this Agreement or any Note, each Lender shall be responsible for the indemnity under Section 6.03 with respect or any consent to any payments made departure by the Borrower therefrom, except to the extent that such Lender 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 its Participant(s)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 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 Participant, agree to any amendment, waiver or other modification or waiver with respect to addressing the matters set forth in Section 7.02(a)-(mclause (iv) that affects above to the extent subject to such Participantparticipation. The Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 2.09, eurodollar breakage indemnity 2.12 and tax gross-up (subject to the requirements and limitations therein and the requirements under 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)8.04(e) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.01; provided that such Participant subsection (Ab) 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 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 in law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of any replacement of lender provisions in the Credit Agreement with respect to any Participant claiming such increased costs of tax gross-upthis Section. To the extent permitted by lawLaw, each Participant also shall be entitled to the benefits of Section 8.01 8.05 as though it were a Lender; , provided that such Participant agrees to be subject to Section 8.02 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 and the principal amounts (and stated interest) of each Participant’s interest in 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 ’s interest in any commitments, loans, letters of credit Loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit 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 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 Lender may at any time, without the consent of, or notice to, the Borrower or 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 and the Credit Agreement (including all or a portion of its commitment Commitment and/or the Loans (including such Lender’s participations in Swingline Obligations and L/C Obligations) 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, 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 Agreement, and the Credit Agreement. For the avoidance of doubt, each Lender shall (iv) such Participant must agree to be responsible for the indemnity under bound by Section 6.03 with respect to any payments made by such Lender to its Participant(s)10.7. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the 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 Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.1 that delays or waiver with respect reduces any payment to the matters set forth in Section 7.02(a)-(m) that affects such Participant. The Subject to subsection (g) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 3.1, eurodollar breakage indemnity 3.4 and tax gross-up 3.5 (subject to the requirements and limitations therein and the requirements under 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)therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.0110.6(b); provided that such Participant (A) agrees to be subject to any the provisions of the Credit Agreement regarding the mitigation of such amounts and the replacement of lenders (if any) Section 3.6 as if it were an assignee under Section 9.01; 10.6(b) and (B) shall not be entitled agrees to receive any greater payment 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 deliver the extent such entitlement to receive a greater payment results from a change in law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of any replacement of lender provisions in the Credit Agreement with respect to any Participant claiming such increased costs of tax gross-updocumentation required under Section 3.1(e). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 10.8 as though it were a Lender; , provided that such Participant agrees to be subject to Section 8.02 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 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 ’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such 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 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, 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 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, 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 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 Participant, agree to (w) increase such Lender’s Commitment, (x) extend the date fixed for the payment of principal on the Loans or portions thereof owing to such Lender, (y) reduce the rate at which interest is payable thereon or (z) release any amendmentGuarantor from its Obligations under the Guaranty except as contemplated in Section 4.6, modification or waiver with respect in each case, as applicable to that portion of such Lender’s rights and/or obligations that are subject to the matters set forth in Section 7.02(a)-(m) that affects such Participantparticipation. The Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 3.10, eurodollar breakage indemnity and tax gross-up 5.1, 5.4 (subject to the requirements and limitations therein and therein, including the requirements under Sections 10.12 and 10.13 Section 3.10(g) (it being understood that the documentation required from a Lender in order to be eligible for a tax gross-up 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 Section 9.01subsection (b) of this Section; provided that such Participant (A) agrees to be subject to any the provisions of the Credit Agreement regarding the mitigation of such amounts and the replacement of lenders (if any) Section 5.6 as if it were an assignee under Section 9.01subsection (b) of this Section; and (B) shall not be entitled to receive any greater payment in respect of increased costs of tax gross-upunder Sections 5.1 or 3.10, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in law Regulatory Change that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's ’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 Section 5.6 with respect to any Participant claiming such increased costs of tax gross-upParticipant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 13.4 as though it were a Lender; provided that such Participant agrees to be subject to Section 8.02 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 and the principal amounts (and stated interest) of each Participant’s interest in 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 ’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such 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 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, 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 Company or any of the BorrowerCompany’s Affiliates or SubsidiariesAffiliates) (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 commitment Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line 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, obligations and (iii) the Borrower, the Administrative Agent 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 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 Participant, agree to any amendment, waiver or other modification described in clauses (ii)(A), (B) or waiver with respect to the matters set forth in (C) of Section 7.02(a)-(m12.12(a) that affects such Participant. The Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costs, eurodollar breakage indemnity and tax gross-up (subject to the requirements and limitations therein and the requirements under 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)) Section 10.3 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.01; provided that such subsection (b) of this Section. A 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 in respect of increased costs of tax gross-up, with respect to any participation, under Section 10.3 than its participating the applicable Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of any replacement of lender provisions in the Credit Agreement with respect to any the participation sold to such Participant. A Participant claiming such increased costs of tax gross-up. To the extent permitted by law, each Participant also that would be a foreign Lender if it were a Lender shall not be entitled to the benefits of Section 8.01 as though it were a Lender; provided that 2.12 unless the Company is notified of the participation sold to such Participant agrees and such Participant agrees, for the benefit of the Company, to be subject to comply with Section 8.02 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 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 Participant's participant’s interest in any commitmentsCommitments, loansLoans, letters of credit 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, letter of credit 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 and the Credit Agreement 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, 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 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, obligations and (iii) the Parent, the Borrower, the Administrative Agent 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 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 Participant, agree to (w) increase such Lender’s Commitment, (x) extend the date fixed for the payment of principal on the Loans or portions thereof owing to such Lender, (y) reduce the rate at which interest is payable thereon or (z) release any amendmentGuarantor from its Obligations under the Guaranty except as contemplated by Section 8.13.(b), modification or waiver with respect in each case, as applicable to that portion of such Lender’s rights and/or obligations that are subject to the matters set forth in Section 7.02(a)-(m) that affects such Participantparticipation. The Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 3.10., eurodollar breakage indemnity and tax gross-up 5.1., 5.4. (subject to the requirements and limitations therein and therein, including the requirements under Sections 10.12 and 10.13 Section 3.10.(g) (it being understood that the documentation required from a Lender in order to be eligible for a tax gross-up 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 Section 9.01subsection (b) of this Section; provided that such Participant (A) agrees to be subject to any the provisions of the Credit Agreement regarding the mitigation of such amounts and the replacement of lenders (if any) Section 5.6. as if it were an assignee under Section 9.01subsection (b) of this Section; and (B) shall not be entitled to receive any greater payment in respect of increased costs of tax gross-upunder Sections 5.1. or 3.10., with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's ’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 Section 5.6. with respect to any Participant claiming such increased costs of tax gross-upParticipant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 13.3. as though it were a Lender; provided that such Participant agrees to be subject to Section 8.02 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 and the principal amounts (and stated interest) of each Participant’s interest in 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 ’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such 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 Lender (i) Except as otherwise specifically provided herein, any Purchaser may at any time, without the consent of, sell to one or notice to, the Borrower or the Administrative Agent, sell participations to any Person more Persons (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, each a “Participant”) participating interests in all or a portion the interests of such Lender’s Purchaser hereunder; provided, that no Purchaser shall grant any participation under which the Participant shall have rights and/or obligations under to approve any amendment to or waiver of this Agreement and the Credit Agreement (including all or a portion of its commitment and/or Loans owing to it); provided that (i) such Lender’s obligations under this Agreement and the Credit Agreement shall remain unchanged, (ii) such Lender 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) the BorrowerSeller, the Administrative 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, waiver or modification hereto, except amendments, waivers or modifications that require the consent of all Purchasers. (ii) Notwithstanding anything contained in paragraph (a) or clause (i) of paragraph (b) of this Agreement and the Credit Agreement. For the avoidance of doubtSection 5.3, each Lender shall be responsible for of the indemnity under Section 6.03 with respect to LC Bank and each LC Participant may sell participations in all or any payments part of any Funded Purchase made by such Lender LC Participant to its Participant(s). Any agreement another bank or instrument pursuant to which a Lender sells 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 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 notshall, without the consent of the Seller, 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, agree such LC Participant will not consent to any an amendment, modification or waiver with respect to that requires the matters set forth in Section 7.02(a)-(m) that affects consent of all LC Participants. Any such Participant. The Borrower agrees that each Participant shall be entitled to not have any rights hereunder or under the benefits of any provisions in the Credit Agreement with respect to increased costs, eurodollar breakage indemnity and tax gross-up Transaction Documents. (subject to the requirements and limitations therein and the requirements under 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)iii) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 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 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 in law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of 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 also shall be entitled to the benefits of Section 8.01 as though it were a Lender; provided that such Participant agrees to be subject to Section 8.02 as though it were a Lender. Each Lender Purchaser that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the BorrowerSeller, maintain a register on which it enters the name and address of each Participant and the principal amounts interest in a Purchased Interest (and stated interestDiscount, fees and other similar amounts under this Agreement) of each Participant’s interest in 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 or any information relating to a Participant's ’s interest in any commitments, loans, letters of credit 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, letter of credit 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 and the Credit Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent 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, 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, 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 commitment Revolving Credit Commitment and/or Loans the Advances (including such Lender’s participations in L/C Obligations) 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, 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 the Credit Agreement. For the avoidance (iv) no participant under any such participation shall have any right to approve any amendment or waiver of doubtany provision of this Agreement or any Note, each Lender shall be responsible for the indemnity under Section 6.03 with respect or any consent to any payments made departure by the Borrower therefrom, except to the extent that such Lender 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 its Participant(s)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 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 Participant, agree to any amendment, waiver or other modification or waiver with respect to addressing the matters set forth in Section 7.02(a)-(mclause (iv) that affects above to the extent subject to such Participantparticipation. The Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 2.11, eurodollar breakage indemnity 2.14 and tax gross-up (subject to the requirements and limitations therein and the requirements under 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)8.04(e) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.01; provided that such Participant subsection (Ab) 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 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 in law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of any replacement of lender provisions in the Credit Agreement with respect to any Participant claiming such increased costs of tax gross-upthis Section. To the extent permitted by lawLaw, each Participant also shall be entitled to the benefits of Section 8.01 8.05 as though it were a Lender; , provided that such Participant agrees to be subject to Section 8.02 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 and the principal amounts (and stated interest) of each Participant’s interest in 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 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 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 Lender may at any time, without the consent of, or notice to, the Borrower 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 the any Borrower or any of the Borrower’s Borrowers’ Affiliates or Subsidiaries) (eacheach such Person, 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 commitment Commitment and/or Loans owing to itthe applicable Term Loan); 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, obligations and (iii) the BorrowerBorrowers, 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 and the Credit Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 6.03 with respect 10.04(c) without regard to the existence of any payments made by such Lender to its Participant(s)participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the 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 (A) that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant and (B) solely in the case of a bank that is a member of the Farm Credit System that (x) has purchased a participation interest in the minimum amount of $5,000,000 in such ▇▇▇▇▇▇’s Commitment on or waiver 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. To be effective, each Voting Participant Notification shall, with respect to such Voting Participant, (1) state the matters full legal name of such Voting Participant, as well as all contact information required of a Lender as set forth in Section 7.02(a)-(m10.02(a)(ii) that affects 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 Participantparticipations. The Borrower agrees Subject to subsection (e) of this Section, the Borrowers agree that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costs, eurodollar breakage indemnity Sections 3.01 and tax gross-up (subject to the requirements and limitations therein and the requirements under 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)) 3.02 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.01subsection (b) of this Section; provided that such Participant (A) agrees to be subject to any the provisions of the Credit Agreement regarding the mitigation of such amounts Sections 3.05 and the replacement of lenders (if any) 10.13 as if it were an assignee under paragraph (b) of this Section 9.01; and (B) shall not be entitled to receive any greater payment in respect of increased costs of tax gross-upunder Sections 3.01 or 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 Change in law Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrower Borrowers to effectuate the provisions of any replacement of lender provisions in the Credit Agreement Section 3.05 with respect to any Participant claiming such increased costs of tax gross-upParticipant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 10.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 8.02 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 the BorrowerBorrowers, 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 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 or any information relating to a Participant's ’s interest in any commitmentsCommitments, loans, letters of credit 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, letter of credit 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 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 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, the Borrower or the 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, 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”), 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 all or a portion excess thereof (or, if less, the aggregate amount of the Loans and Loan Commitments of such Lender’s rights and/or obligations under this Agreement and the Credit Agreement (including all or a portion of its commitment and/or Loans owing to it); provided that (i) such Lender’s obligations under this Agreement and the Credit 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) the Borrower, the Administrative Agent and Lenders 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 and the Credit Agreement. For other Loan Documents, (vii) in no event shall any financial institution purchasing 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 participation grant 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 Participant, agree to any amendment, modification or waiver with respect to the matters set forth in Section 7.02(a)-(m) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costs, eurodollar breakage indemnity and tax gross-up (subject to the requirements and limitations therein and the requirements under 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 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 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 in law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of 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 also shall be entitled to the benefits of Section 8.01 as though it were a Lender; provided that such Participant agrees to be subject to Section 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 and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under without 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 commitmentsAgent, loansand, 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 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 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 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 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 and the Credit Agreement (including all or a portion of its commitment Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swingline 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, obligations and (iii) the Borrower, the Administrative Agent 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 and the Credit Agreement. For Each Lender, acting solely for this purpose as a non-fiduciary agent of the avoidance Borrower, shall maintain a register for the recordation of doubtthe names and addresses of such Participants and the rights, each 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 be responsible 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 indemnity under Section 6.03 with respect to any payments made by such Lender to its Participant(s)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 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 Participant, agree to any amendment, waiver or other modification described in Section 11.01(a)(iv) or waiver with respect (v) or, to the matters set forth in extent the Participant is affected thereby, Section 7.02(a)-(m11.01(b)(i), (ii) that affects such Participantor (iii). The Borrower agrees that Subject to subsection (e) of this Section, each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 3.01, eurodollar breakage indemnity 3.04 and tax gross-up (subject to the requirements and limitations therein and the requirements under 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)) 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.01; provided that such Participant subsection (Ab) 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 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 in law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of any replacement of lender provisions in the Credit Agreement with respect to any Participant claiming such increased costs of tax gross-upthis Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 11.08 as though it were a Lender; , provided that such Participant agrees to be subject to Section 8.02 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 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 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 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 Lender (i) Except as otherwise specifically provided herein, any Purchaser may at any time, without the consent of, sell to one or notice to, the Borrower or the Administrative Agent, sell participations to any Person more Persons (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, each a “Participant”) participating interests in all or a portion the interests of such Lender’s Purchaser hereunder; provided, that (x) no Purchaser shall grant any participation under which the Participant shall have rights and/or obligations under to approve any amendment to or waiver of this Agreement or any other Transaction Document, (y) 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 Credit Agreement (including all or a portion of its commitment and/or Loans owing to it); provided that (i) such Lender’s obligations under this Agreement and the Credit Agreement shall remain unchanged, (ii) such Lender Administrator Such Purchaser shall remain solely responsible to the other parties hereto for the performance of such obligationsperforming its obligations hereunder, and (iii) the BorrowerSeller, the Administrative 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 and the Credit Agreement. For the avoidance of doubtSection 6.3, each Lender shall be responsible for of the indemnity under Section 6.03 with respect to LC Bank and each LC Participant may sell participations in all or any payments part of any Funded Purchase made by such Lender LC Participant to its Participant(s). Any agreement another bank or instrument pursuant to which a Lender sells 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 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 notshall, without the consent of the Seller, 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, agree such LC Participant will not consent to any an amendment, modification or waiver with respect to which requires the matters set forth in Section 7.02(a)-(m) that affects consent of all Purchasers. Any such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of not have any provisions in the Credit Agreement with respect to increased costs, eurodollar breakage indemnity and tax gross-up (subject to the requirements and limitations therein and the requirements under 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 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 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 in law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of 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 also shall be entitled to the benefits of Section 8.01 as though it were a Lender; provided that such Participant agrees to be subject to Section 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 and the principal amounts (and stated interest) of each Participant’s interest in the Loans rights hereunder 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 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 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 RegisterTransaction Documents.

Participations. Any Lender may at any timemay, without the consent of, or notice to, the Borrower Company or the 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 the Borrower Company or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”its Affiliates) 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 commitment and/or Loans owing to it)Agreement; 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, obligations and (iii) the BorrowerCompany, the 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 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 Participant, agree to any amendment, modification or waiver with respect directly affecting (i) the extension of the scheduled final maturity date of any Loan allocated to such participation or (ii) a reduction of the principal amount of or the rate of interest payable on any Loan allocated to such participation. Subject to the matters set forth in Section 7.02(a)-(m) that affects such Participant. The Borrower further provisions of this subsection 10.1C, Company agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costs, eurodollar breakage indemnity subsections 2.6D and tax gross-up (subject to the requirements and limitations therein and the requirements under 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)) 2.7 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 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 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 in law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of any replacement of lender provisions in the Credit Agreement with respect to any Participant claiming such increased costs of tax gross-up. subsection 10.1B. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 subsection 10.4 as though it were a Lender; , provided that such Participant agrees to be subject to Section 8.02 subsection 10.5 as though it were a Lender. Each A Participant shall not be entitled to receive any greater payment under subsections 2.6D and 2.7 than the applicable Lender that sells a would have been entitled to receive with respect to the participation shall, acting solely for this purpose as a non-fiduciary agent sold to such Participant unless the sale of the Borrower, maintain a register on which it enters participation to such Participant is made with Company’s prior written consent. A Participant shall not be entitled to the name and address benefits of each subsection 2.7 unless Company is notified of the participation sold to such Participant and such Participant agrees, for the principal amounts (and stated interestbenefit of Company, to comply with subsection 2.7B(iii) of each Participant’s interest in 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 as though it were a Participant's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such 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 RegisterLender.

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 the 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 and the Credit Agreement (including all or a portion of its 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, obligations and (iii) the Borrower, the Administrative Agent 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 and the Credit Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 6.03 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 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 Participant, agree to any amendment, modification or waiver with respect to the matters set forth or modification described in Section 7.02(a)-(m12.2(b), (c), (d) or (e) that directly and adversely affects such ParticipantParticipant and could not be effected by a vote of the Required Lenders. The Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 5.9, eurodollar breakage indemnity 5.10 and tax gross-up 5.11 (subject to the requirements and limitations therein and therein, including the requirements under Sections 10.12 and 10.13 Section 5.11(g) (it being understood that the documentation required from a Lender in order to be eligible for a tax gross-up 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 Section 9.01paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to any the provisions of the Credit Agreement regarding the mitigation of such amounts and the replacement of lenders (if any) Section 5.12 as if it were an assignee under paragraph (b) of this Section 9.01(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 in respect of increased costs of tax gross-upunder Sections 5.10 or 5.11, with respect to any participation, than its participating Lender would have been entitled to receive, except to receive unless the extent such entitlement to receive a greater payment results from a change in law that occurs after participation was made with the Participant acquired the applicable participationBorrower’s prior written consent. Each Lender that sells a participation agrees, at the Borrower's ’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 Section 5.12(b) with respect to any Participant claiming such increased costs of tax gross-upParticipant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 12.4 as though it were a Lender; provided that such Participant agrees to be subject to Section 8.02 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 and the principal amounts of (and stated interestinterest on) of each Participant’s interest in 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 ’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such 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 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, 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 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, 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 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 Participant, agree to (w) increase such Lender’s Commitment, (x) extend the date fixed for the payment of principal on the Loans or portions thereof owing to such Lender, (y) reduce the rate at which interest is payable thereon or (z) release any amendmentGuarantor from its Obligations under the Guaranty (except as otherwise permitted under Section 7.12.(c)) in each case, modification or waiver with respect as applicable to that portion of such Lender’s rights and/or obligations that are subject to the matters set forth in Section 7.02(a)-(m) that affects such Participantparticipation. The Subject to the immediately following subsection (e), the Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 3.12., eurodollar breakage indemnity and tax gross-up (subject to the requirements and limitations therein and the requirements under 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)) 4.1., 4.4. to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.01; provided that such Participant paragraph (Ab) 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 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 in law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of any replacement of lender provisions in the Credit Agreement with respect to any Participant claiming such increased costs of tax gross-upthis Section. To the extent permitted by lawApplicable Law, each Participant also shall be entitled to the benefits of Section 8.01 12.3. as though it were a Lender; , provided that such Participant agrees to be subject to Section 8.02 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 and the principal amounts (and stated interest) of each Participant’s interest in 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 or any information relating to a Participant's ’s interest in any commitments, loans, letters of credit loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary 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 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 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 commitment Revolving Credit 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, obligations and (iii) the Borrower, the Administrative Agent 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 and the Credit Agreement. For the avoidance of doubtExcept as otherwise provided in Section 13.4 or as otherwise expressly stated herein, each Lender no Participant shall be responsible for the indemnity have any rights or benefits under Section 6.03 with respect to this Agreement or any payments made by such Lender to its Participant(s)other Loan Document. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the 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 Participant, agree to (w) increase such Lender’s Revolving Credit Commitment, (x) extend the date on which any amendmentscheduled payment of principal on the Loans or portions thereof owing to such Lender is to be made, 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 with respect (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 each case, as applicable to that portion of such Lender’s rights and/or obligations that are subject to the matters set forth in Section 7.02(a)-(m) that affects such Participantparticipation. The Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 3.10, eurodollar breakage indemnity and tax gross-up 5.1, 5.4 (subject to the requirements and limitations therein and therein, including the requirements under Sections 10.12 and 10.13 Section 3.10(g) (it being understood that the documentation required from a Lender in order to be eligible for a tax gross-up 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 Section 9.01subsection (b) of this Section; provided that such Participant (A) agrees to be subject to any the provisions of the Credit Agreement regarding the mitigation of such amounts and the replacement of lenders (if anySection 3.9(h) or 5.6 as if it were an assignee under Section 9.01subsection (b) of this Section; and (B) shall not be entitled to receive any greater payment in respect of increased costs of tax gross-upunder Sections 5.1 or 3.10, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in law Regulatory Change that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's ’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 Section 3.9(h) or 5.6 with respect to any Participant claiming such increased costs of tax gross-upParticipant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 13.4 as though it were a Lender; provided that such Participant agrees to be subject to Section 8.02 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 and the principal amounts (and stated interest) of each Participant’s interest in 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 ’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such 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 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, 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 commitment Revolving 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, obligations and (iii) the Borrower, the Administrative Agent 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 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 Participant, agree to (w) increase such Lender’s Commitment, (x) extend the date fixed for the payment of principal on the Loans or portions thereof owing to such Lender, (y) reduce the rate at which interest is payable thereon or (z) release any amendmentGuarantor from its Obligations under the Guaranty except as contemplated by Section 8.14(b), modification or waiver with respect in each case, as applicable to that portion of such Lender’s rights and/or obligations that are subject to the matters set forth in Section 7.02(a)-(m) that affects such Participantparticipation. The Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 3.10, eurodollar breakage indemnity and tax gross-up 5.1, 5.4 (subject to the requirements and limitations therein and therein, including the requirements under Sections 10.12 and 10.13 Section 3.10(g) (it being understood that the documentation required from a Lender in order to be eligible for a tax gross-up 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 Section 9.01subsection (b) of this Section; provided that such Participant (A) agrees to be subject to any the provisions of the Credit Agreement regarding the mitigation of such amounts and the replacement of lenders (if any) Section 5.6 as if it were an assignee under Section 9.01subsection (b) of this Section; and (B) shall not be entitled to receive any greater payment in respect of increased costs of tax gross-upunder Sections 5.1 or 3.10, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in law Regulatory Change that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's ’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 Section 5.6 with respect to any Participant claiming such increased costs of tax gross-upParticipant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 13.3 as though it were a Lender; provided that such Participant agrees to be subject to Section 8.02 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 and the principal amounts (and stated interest) of each Participant’s interest in 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 ’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such 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 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, 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 and the Credit Agreement (including all or a portion of its 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, 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 and the Credit Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity indemnities under Section 6.03 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 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 Participant, agree to any amendment, modification or waiver with respect to which affects such Participant and for which the matters set forth consent of such Lender is required (as described in Section 7.02(a)-(m) that affects such Participant10.1). The Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 2.19, eurodollar breakage indemnity 2.20 and tax gross-up 2.21 (subject to the requirements and limitations therein and therein, including the requirements under Sections 10.12 and 10.13 Section 2.20(f) (it being understood that the documentation required from a Lender in order to be eligible for a tax gross-up under Section 2.20(f) shall be delivered by such Participant to the participating LenderLender granting such participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.0110.6(b); provided that such Participant (A) agrees to be subject to any the provisions of the Credit Agreement regarding the mitigation of such amounts and the replacement of lenders (if any) Sections 2.23 as if it were an assignee under Section 9.0110.6(b); and (B) shall not be entitled to receive any greater payment in respect of increased costs of tax gross-upunder Sections 2.19 or 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 any Requirement of Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of any replacement of lender provisions in the Credit Agreement Section 2.23 with respect to any Participant claiming such increased costs of tax gross-upParticipant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 10.7 as though it were a Lender; provided that such Participant agrees to be subject to Section 8.02 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 and the principal amounts (and stated interest) of each Participant’s interest in 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 ’s interest in any commitmentsCommitments, loansLoans, letters Letters of credit Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary 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 Lender may at any time, without the consent of, or notice to, the 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 the Borrower Company or any of the BorrowerCompany’s Affiliates or SubsidiariesAffiliates) (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 commitment Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line 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, obligations and (iii) the BorrowerBorrowers, the Administrative Agent 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 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 Participant, agree to any amendment, waiver or other modification described in clauses (ii)(A), (B) or waiver with respect to the matters set forth in (C) of Section 7.02(a)-(m12.12(a) that affects such Participant. The Borrower agrees Subject to subsection (e) of this Section, the Borrowers agree that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costs, eurodollar breakage indemnity and tax gross-up (subject to the requirements and limitations therein and the requirements under 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)) Section 10.3 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.01; provided that such subsection (b) of this Section. A 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 in respect of increased costs of tax gross-up, with respect to any participation, under Section 10.3 than its participating the applicable Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of any replacement of lender provisions in the Credit Agreement with respect to any the participation sold to such Participant. A Participant claiming such increased costs of tax gross-up. To the extent permitted by law, each Participant also that would be a foreign Lender if it were a Lender shall not be entitled to the benefits of Section 8.01 as though it were a Lender; provided that 2.12 unless the Company is notified of the participation sold to such Participant agrees and such Participant agrees, for the benefit of the Company, to be subject to comply with Section 8.02 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 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 Participant's participant’s interest in any commitmentsCommitments, loansLoans, letters of credit 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, letter of credit 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 and the Credit Agreement 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(in the case of a participation in a Revolving Commitment, without with the consent of, or notice to, of the Borrower or the 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 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 and obligations under this Agreement and the Credit Agreement other Loan Documents (including all or a portion of its 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 that further that (i) such Lender’s obligations under this Agreement and the Credit Agreement 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 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 Agreement and the Credit Agreement. For other Loan Documents and (iv) no consent of the avoidance of doubt, each Lender Borrower shall be responsible 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 indemnity under Section 6.03 right to receive any non-public information that may be provided pursuant to this Agreement and the Lender selling such participation agrees with respect the Borrower at the time of the sale of such participation that it will not deliver any non-public information to any payments made by such Lender to its Participant(s)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 Credit Agreement other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the Credit Agreementor any other Loan Document; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver with respect described in the first proviso to the matters set forth in Section 7.02(a)-(m9.02(b) that affects such Participant. The Subject to paragraph (f) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 2.14, eurodollar breakage indemnity 2.15 and tax gross-up 2.16 (subject to the requirements and limitations therein and the requirements under 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 Lenderof such Sections, including Section 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 9.01; (provided that such Participant (A) agrees any documentation required 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 provided under Section 9.01; and (B2.16(e) shall not be entitled to receive any greater payment 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 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 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-upparticipating Lender). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 9.08 as though it were a Lender; , provided that such Participant agrees to shall be subject to Section 8.02 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 and the principal amounts (and stated interestinterest amounts) of each Participant’s interest in 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 or any information relating to a Participant's ’s interest in any commitments, loans, letters of credit loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit 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 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 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, 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 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, 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 and the Credit Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 6.03 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 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 Participant, agree to any amendment, modification or waiver with respect to the matters set forth 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 7.02(a)-(m6.05) that affects such Participantor all or substantially all of the Collateral). The Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 2.14, eurodollar breakage indemnity 2.15, 2.16 and tax gross-up 2.20 (subject to the requirements and limitations therein and therein, including the requirements under Sections 10.12 and 10.13 Section 2.20 (it being understood that the documentation required from a Lender in order to be eligible for a tax gross-up 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 9.019.04(b); provided that such Participant (A) agrees to be subject to any the provisions of the Credit Agreement regarding the mitigation of such amounts and the replacement of lenders (if any) Sections 2.21 as if it were an assignee under Section 9.01; 9.04(b)) and (B) shall not be entitled to receive any greater payment in respect of increased costs of tax gross-upunder Sections 2.14, 2.15, 2.16 or 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 law Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's ’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 Section 2.21 with respect to any Participant claiming such increased costs of tax gross-upParticipant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 9.06 as though it were a Lender; provided that such Participant agrees to be subject to Section 8.02 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 and the principal amounts (and stated interest) of each Participant’s interest in 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 ’s interest in any commitments, loans, letters of credit loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit 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 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 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 any Loan Party or any of the 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 and the Credit Agreement (including all or a portion of its commitment Commitments 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, 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 and the Credit Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity indemnities under Section 6.03 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 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 Participant, agree to any amendment, modification or waiver with respect to which affects such Participant and for which the matters set forth consent of such Lender is required (as described in Section 7.02(a)-(m) that affects such Participant10.1). The Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 2.17, eurodollar breakage indemnity 2.18 and tax gross-up 2.19 (subject to the requirements and limitations therein and therein, including the requirements under Sections 10.12 and 10.13 Section 2.18(f) (it being understood that the documentation required from a Lender in order to be eligible for a tax gross-up under Section 2.18(f) shall be delivered by such Participant to the participating LenderLender granting the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.01paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to any the provisions of the Credit Agreement regarding the mitigation of such amounts and the replacement of lenders (if any) Section 2.21 as if it were an assignee under Section 9.01paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment in respect of increased costs of tax gross-upunder Sections 2.17 or 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 in law any Requirement of Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's ’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 Section 2.21 with respect to any Participant claiming such increased costs of tax gross-upParticipant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 10.7 as though it were a Lender; provided that such Participant agrees to be subject to Section 8.02 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 and the principal amounts (and stated interest) of each Participant’s interest in 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 ’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 RegulationsRegulations and proposed Section 1.163-5(b) of the United States Treasury Regulations (or any amended or successor version). 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 Lender may at any time, without the consent of, or but with prior notice to, the Borrower or the Administrative Agent, 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 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 commitment Commitment and/or Loans its Pro Rata Share of the Loan 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 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 5.7 without regard to the existence of any payments made by such Lender to its Participant(s)participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the 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 Participant, agree to any amendment, waiver or other modification or waiver with respect to described in the matters set forth in second proviso of Section 7.02(a)-(m) 6.9 that affects such Participant. The Borrower agrees that each A Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costs, eurodollar breakage indemnity and tax gross-up (subject to the requirements and limitations therein and the requirements under 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 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 in respect of increased costs of tax gross-upunder Sections 1.7, with respect to any participation1.8, or 1.9 than its participating the applicable Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of any replacement of lender provisions in the Credit Agreement with respect to any Participant claiming the participation sold to such increased costs of tax gross-up. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 as though it were a Lender; provided that such Participant agrees to be subject to Section 8.02 as though it were a LenderParticipant. 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 and the principal amounts amount (and stated interest) of each Participant’s interest in the Loans Loan 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 ’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such 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 Lender may at any time, without the consent of, or notice to, the any 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 ofof a natural person, a natural PersonDefaulting Lender, or the Borrower Company or any of the BorrowerCompany’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 commitment Commitment and/or the Loans (including such Lender’s participations in L/C Obligations 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, obligations and (iii) the BorrowerBorrowers, the Administrative Agent 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 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 Participant, agree to any amendment, modification or waiver with respect to the matters set forth in Section 7.02(a)-(m) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costs, eurodollar breakage indemnity and tax gross-up (subject to the requirements and limitations therein and the requirements under 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 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 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 in law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of 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 also shall be entitled to the benefits of Section 8.01 as though it were a Lender; provided that such Participant agrees to be subject to Section 8.02 as though it were a Lender. Each Lender that sells a participation shall, acting as an agent of the Borrowers solely for this purpose as a non-fiduciary agent of the Borrowerpurpose, 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 Loans 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 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 compliance with any applicable provision of the Code, including to establish that such commitmentany Commitment, loan, letter of credit Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries entities 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 the 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 Credit Agreement notwithstanding consent of the Participant, agree to any notice 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, each Borrower agrees that each Participant shall be entitled to the contrarybenefits 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. For To the avoidance extent permitted by law, each Participant also shall be entitled to the benefits of doubtSection 10.08 as though it were a Lender, the Administrative Agent (in its capacity provided such Participant agrees to be subject to Section 2.11 as Administrative Agent) shall have no responsibility for maintaining though it were a Participant RegisterLender.

Participations. Any Lender may at any time, without the consent oftime grant to an affiliate of such Lender, or notice to, the Borrower one or the Administrative Agent, sell participations to any Person more banks or 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 the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, each a “Participant”) participating interests in all its Commitments or a portion of the Obligations owing to such Lender’s . Except as expressly stated herein, no Participant shall have any rights and/or obligations or benefits under this Agreement and or any other Loan Document. In the Credit Agreement (including all or event of any such grant by a portion Lender of its commitment and/or Loans owing a participating interest to it); provided that (i) such Lender’s obligations under this Agreement and the Credit Agreement shall remain unchanged, (ii) a Participant, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligationsits obligations hereunder, and (iii) the Borrower, Borrower and the 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 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 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 Credit Agreement and obligations of the Borrower hereunder including, without limitation, the right 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 provided, however, such Lender may agree with the Participant that it will not, without the consent of the Participant, agree to (i) increase such Lender’s Commitment, (ii) extend the date fixed for the payment of principal on the Loans or portions thereof owing to such Lender, (iii) reduce the rate at which interest is payable thereon, (iv) release any amendment, modification Collateral (except as expressly provided in the Loan Documents) or waiver with respect to (v) release Guarantor from any liability under the matters set forth Guaranty (except as expressly provided in Section 7.02(a)-(mthe Loan Documents). An assignment or other transfer which is not permitted by subsection (c) that affects such Participant. The Borrower agrees that each Participant or (d) below shall be entitled to the benefits given effect for purposes of any provisions in the Credit this Agreement with respect to increased costs, eurodollar breakage indemnity and tax gross-up (subject to the requirements and limitations therein and the requirements under 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 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 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 only to the extent such entitlement to receive of a greater payment results from a change participating interest granted in law that occurs after the Participant acquired accordance with this subsection (b). A Participant, through the applicable participation. Each Lender that sells a participation agreesparticipating Lender, 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 also shall be entitled to the benefits of Section 8.01 2.11 in the same manner as though if it were a Lender; provided that an Assignee so long as such Participant agrees shall have complied with the requirements of Section 2.11, and, provided, further, that no Participant shall be entitled to be subject receive any greater amount pursuant to Section 8.02 as though it were a 2.11 than the participating Lender would have been entitled to receive with respect to the direct or indirect participation sold to the Participant (and without duplication of amounts payable to such participating 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 and the principal amounts (and stated interest) of each Participant’s 's interest in the Loans Loans, Commitments or other obligations under any Loan Document from time to time (the "Participant Register"). The obligations of Borrower under the Loan Documents are registered obligations within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related regulations and any other relevant or successor provisions of the Internal Revenue Code or such regulations (and shall be construed as such) and the “right, title and interest of each Participant in and to such obligations shall be transferable only upon notation of such transfer in the Participant Register”); provided that no . No Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any commitmentsCommitments, loansLoans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitmentCommitment, loanLoan, letter of credit or other obligation is in registered form under Section 5f.103-1(cSections 163(f), 871(h)(2) and 881(c)(2) of the United States Treasury RegulationsInternal Revenue Code. 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 Lender may at any time, without the consent of, or notice to, either Borrower, any Guarantor, or any of the Borrower or the Administrative Agentother Creditor Parties, 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 Subsidiariesperson) (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 commitment Commitments and/or the Loans owing to it); provided that that (ia) such Lender’s obligations under this Agreement and the Credit 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 BorrowerBorrowers, the Administrative Agent Guarantors and Lenders the other Creditor Parties 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 Credit Agreement and in accordance with the terms of this Credit Agreement; provided that such agreement or instrument may provide that that, solely as between such Lender and the Participant, such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver with respect that would reduce the principal of or the interest rate on any Loans, extend the term or increase the amount of the Commitment of such Lender as it relates to the matters set forth in Section 7.02(a)-(m) that affects such Participant, reduce the amount of any Closing Fee, the Unused Facility Fee or Letter of Credit Fees to which such Participant is entitled or extend any regularly scheduled payment date for principal or interest. The Borrower agrees Subject to Section 17.5, the Borrowers and the Guarantors agree that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 6.3, eurodollar breakage indemnity 6.8, 6.9 and tax gross-up (subject to the requirements and limitations therein and the requirements under 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)) 6.12 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 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 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 in law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of any replacement of lender provisions in the Credit Agreement with respect to any Participant claiming such increased costs of tax gross-up17.2. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 12 as though it were a Lender; , provided that such Participant agrees to be subject to Section 8.02 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 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 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 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. (a) Any Lender may at any time, without the consent of, or notice to, the Borrower or but with the Administrative Agentprior written consent of the Agent (which consent may be unreasonably withheld), sell participations to any Person (other than a natural Person, a Borrower or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower Guarantor or any of the Borrower’s 's or Guarantor's Affiliates or Subsidiaries) (each, a “"Participant”") in all or a portion of such Lender’s 's rights and/or and obligations under this Agreement and the Credit Agreement (including all or a portion of its commitment and/or Loans Commitments and the Advance owing to it); provided that , (i) such Lender’s '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 and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement and Agreement. Any payment by a Participant to a Lender in connection with a sale of a participation shall not be deemed to be a repayment by the Credit AgreementBorrower or a new Advance to the Borrower. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 6.03 14.08 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant Participants. (b) Subject to which a Lender sells such a participation shall provide that such Lender shall retain this Section, 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 Participant, agree to any amendment, modification or waiver with respect to the matters set forth in Section 7.02(a)-(m) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costs, eurodollar breakage indemnity Section 15.01 and tax gross-up (subject to the requirements and limitations therein and the requirements under 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)) Section 15.02 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 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 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 in law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of any replacement of lender provisions in the Credit Agreement with respect to any Participant claiming such increased costs of tax gross-up17.02. To the extent permitted by lawApplicable Law, each Participant also shall be entitled to the benefits of Section 8.01 13.05 as though it were a Lender; provided that such that, the Participant agrees to be subject to Section 8.02 14.06 as though it were a Lender. Each . (c) Any agreement or instrument under which a Lender that sells such a participation shallshall provide that such selling Lender shall retain the sole right to enforce this Agreement and to approve any amendment, acting solely for modification or waiver of any provision of this purpose as a non-fiduciary agent Agreement; provided that, such agreement or instrument may provide that such selling Lender will not, without the consent of the BorrowerParticipant, maintain a register on which it enters the name and address of each Participant and agree to any amendment, waiver or other modification that would: reduce the principal amounts (and stated interest) of each Participant’s of, or interest in on, the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all Credit Facility or any other amounts payable hereunder; postpone any date fixed for any payment of principal of, or interest on, the Advance or any other amounts payable hereunder; or increase the Commitment or extend the maturity date of the Advance, in each case to the extent subject to such participation, or release a material portion of the Participant Register (including Security Documents, any collateral held for the identity Obligations or the value of any guarantees. (d) A Participant or shall not be entitled to receive any information relating greater payment under Section 15.01 and Section 15.02 than the applicable Lender would have been entitled to a Participant's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except receive with respect to the extent that participation sold to such disclosure is necessary to establish that such commitmentParticipant, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) unless the sale of the United States Treasury Regulations. The entries in participation to the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in made with 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 RegisterBorrower's prior written consent.

Participations. Any Lender may at any time, time after the Effective Date without the consent of, or notice to, the Borrower Borrowers or the any 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 Parent, any Borrower, or any of the BorrowerParent’s other 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 commitment Term Commitment, Revolving Commitment, and/or the Loans and Reimbursement Obligations 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, obligations and (iii) the BorrowerBorrowers, each Administrative Agent, the Administrative Agent Lenders, and Lenders the Issuers 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 Participant, agree to any amendment, modification or waiver with respect to the matters set forth in Section 7.02(a)-(m) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costs, eurodollar breakage indemnity and tax gross-up (subject to the requirements and limitations therein and the requirements under 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 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 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 in law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of 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 also shall be entitled to the benefits of Section 8.01 as though it were a Lender; provided that such Participant agrees to be subject to Section 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 BorrowerBorrowers, 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 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 ’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 Treasury Regulations Section 5f.103-1(c) of the United States and Proposed Treasury RegulationsRegulations Section 1.163-5(b) (or any amended or successor version). 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 no Administrative Agent (in its capacity as Administrative Agent) shall have no any 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, modification or waiver which would (x) reduce the amount, or postpone any date fixed for any amount (whether of principal, interest or fees) payable to such Participant under the Loan Documents, to which such Participant would otherwise be entitled under such participation, (y) increase the commitment applicable to such Participant or (z) result in the release of all or substantially all of the Collateral or the release of all or substantially all of the Guarantees. Subject to clause (e) below, each Borrower jointly and severally agrees that each Participant shall be entitled to the benefits of Section 2.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause (b) above. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.6 as though it were a Lender, provided such Participant agrees to be subject to Section 11.7 as though it were a Lender.

Participations. Any Lender may at any time, without the consent of, or notice to, the Parent, 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, person or the Borrower or any of the Borrower’s their respective 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 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, obligations and (iii) the Parent, the Borrower, the Administrative Agent 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 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 Participant, agree to (w) increase such Lender’s Commitment, (x) extend the date fixed for the payment of principal on the Loans or portions thereof owing to such Lender, (y) reduce the rate at which interest is payable thereon or (z) release any amendmentGuarantor from its Obligations under the Guaranty except as contemplated by Section 8.13.(b), modification or waiver with respect in each case, as applicable to that portion of such Lender’s rights and/or obligations that are subject to the matters set forth in Section 7.02(a)-(m) that affects such Participantparticipation. The Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 3.10., eurodollar breakage indemnity and tax gross-up 5.1., 5.4. (subject to the requirements and limitations therein and therein, including the requirements under Sections 10.12 and 10.13 Section 3.10.(g) (it being understood that the documentation required from a Lender in order to be eligible for a tax gross-up 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 Section 9.01subsection (b) of this Section; provided that such Participant (A) agrees to be subject to any the provisions of the Credit Agreement regarding the mitigation of such amounts and the replacement of lenders (if any) Section 5.8. as if it were an assignee under Section 9.01subsection (b) of this Section; and (B) shall not be entitled to receive any greater payment in respect of increased costs of tax gross-upunder Sections 5.1. or 3.10., with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in law Regulatory Change that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's ’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 Section 5.8. with respect to any Participant claiming such increased costs of tax gross-upParticipant. To the extent permitted by lawApplicable Law, each Participant also shall be entitled to the benefits of Section 8.01 13.3. as though it were a Lender; , provided that such Participant agrees to be subject to Section 8.02 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 and the principal amounts (and stated interest) of each Participant’s interest in 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 ’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such 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 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 and the Credit Agreement (including all or a portion of its 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, 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 and the Credit Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity indemnities under Section 6.03 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 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 Participant, agree to any amendment, modification or waiver with respect to which affects such Participant and for which the matters set forth consent of such Lender is required (as described in Section 7.02(a)-(m) that affects such Participant10.1). The Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 2.19, eurodollar breakage indemnity 2.20 and tax gross-up 2.21 (subject to the requirements and limitations therein and therein, including the requirements under Sections 10.12 and 10.13 Section 2.20(f) (it being understood that the documentation required from a Lender in order to be eligible for a tax gross-up under Section 2.20(f) shall be delivered by such Participant to the participating LenderLender granting such participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.0110.6(b); provided that such Participant (A) agrees to be subject to any the provisions of the Credit Agreement regarding the mitigation of such amounts and the replacement of lenders (if any) Sections 2.23 as if it were an assignee under Section 9.0110.6(b); and (B) shall not be entitled to receive any greater payment in respect of increased costs of tax gross-upunder Sections 2.19 or 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 any Requirement of Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of any replacement of lender provisions in the Credit Agreement Section 2.23 with respect to any Participant claiming such increased costs of tax gross-upParticipant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 10.7 as though it were a Lender; provided that such Participant agrees to be subject to Section 8.02 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 and the principal amounts (and stated interest) of each Participant’s interest in 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 ’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such 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 Lender may at any timemay, without the notice to or 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 , at any time sell to one or Subsidiaries) more banks or other financial institutions (each, a “ParticipantParticipants”) 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 Agreement 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 commitment and/or Loans owing to it); provided that (i) participating interests, 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 thereof, such Lender shall remain the holder of such obligations, its Notes for all purposes under this Agreement and (iii) the Borrower, Borrower and the 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 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 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 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 obtain the consent of the Participant, Participant in order for such Lender to agree in writing to any amendment, modification waiver or waiver with respect to the matters set forth consent of a type specified in Section 7.02(a)-(m8.04(a) that affects 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. 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 shall be entitled shall, to the benefits fullest extent permitted by law, be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Agreement and any provisions in the other Credit Agreement with respect to increased costs, eurodollar breakage indemnity and tax gross-up (subject to the requirements and limitations therein and the requirements under 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)) Documents to the same extent as if the amount of its participating interest were owing directly to it were as a Lender 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 had acquired its interest by assignment pursuant to Section 9.01; provided that (iii) such Participant (A) agrees to rights of setoff shall be subject to any provisions the obligation of such Participant to share the payment so obtained with all of the Credit Agreement regarding the mitigation of Lenders as provided in Section 2.10(b). The Borrower also agrees that any Lender which has transferred any participating interest in its Commitment or Loans shall, notwithstanding any 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 in respect of increased costs of tax gross-uptransfer, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of 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 also shall be entitled to the full benefits of Section 8.01 as though it were a Lender; provided that such Participant agrees to be subject to Section 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 and the principal amounts (and stated interest) of each Participant’s interest in 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 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 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 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 RegisterLender had not made such transfer.

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 and the Credit Agreement (including all or a portion of its commitment Commitment and/or Loans owing to it); provided that that (iA) such Lender’s obligations under this Agreement and the Credit 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 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 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 Credit AgreementAdministrative 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. For the avoidance of doubtTo be effective, each Lender shall be responsible for the indemnity under Section 6.03 Voting Participant Notification shall, with respect to any payments made by Voting Participant, (i) state the full name of such Lender 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 its Participant(s)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 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 Participant, agree to any amendment, waiver or other modification or waiver with respect described in clause (ii) of the first proviso to Section 11.01 requiring the matters set forth in Section 7.02(a)-(m) consent of each Lender affected thereby and that affects such Participant. The Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 3.01, eurodollar breakage indemnity 3.04 and tax gross-up (subject to the requirements and limitations therein and the requirements under 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)) 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.01subsection (b) of this Section; provided provided, further that such agreement or instrument shall provide that the Participant (A) agrees to be subject to any provisions understands that the value of the Credit Agreement regarding the mitigation 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 (gains) experienced as a result of changes in currency exchange rates shall be shared by 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 Participant 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 in law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate accordance 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-upParticipant’s pro rata share. To the extent permitted by law, each Participant shall also shall be entitled to the benefits of Section 8.01 11.08 as though it were a Lender; , provided that such Participant agrees to be subject to Section 8.02 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 the BorrowerBorrower (such agency being solely for tax purposes), maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in 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 ’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such 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 Lender may at any time, without the consent of, or notice to, the Borrower or Borrower, the Administrative Agent, the Swingline Lender or any Issuing Bank, sell participations to any Person (other than a natural Person, or a holding company, any investment vehicle or trust for, or owned and operated established primarily for the primary benefit of, 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 and the Credit Agreement (including all or a portion of its 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, obligations and (iii) the Borrower, the Administrative Agent 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 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 Participant, agree to (w) increase or extend such Lender’s Commitments, (x) extend the date fixed for the payment of interest, fees or principal on the Loans or portions thereof owing to such Lender, (y) reduce the principal of any amendment, modification Loan or waiver the rate at which interest is payable thereon (other than with respect to a waiver of implementation of interest at the matters set forth Post-Default Rate) or (z) release any Guarantor from its Obligations under the Guaranty except as contemplated by Section 8.14(b), in Section 7.02(a)-(m) each case, as applicable to that affects portion of such ParticipantLender’s rights and/or obligations that are subject to the participation. The Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 3.10, eurodollar breakage indemnity and tax gross-up 5.1, 5.4 (subject to the requirements and limitations therein and therein, including the requirements under Sections 10.12 and 10.13 Section 3.10(g) (it being understood that the documentation required from a Lender in order to be eligible for a tax gross-up 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 Section 9.01subsection (b) of this Section; provided that such Participant (A) agrees to be subject to any the provisions of the Credit Agreement regarding the mitigation of such amounts and the replacement of lenders (if any) Section 5.6 as if it were an assignee under Section 9.01subsection (b) of this Section; and (B) shall not be entitled to receive any greater payment in respect of increased costs of tax gross-upunder Sections 5.1 or 3.10, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in law Regulatory Change that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's ’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 Section 5.6 with respect to any Participant claiming such increased costs of tax gross-upParticipant. To the extent permitted by lawApplicable Law, each Participant also shall be entitled to the benefits of Section 8.01 13.3 as though it were a Lender; provided that such Participant agrees to be subject to Section 8.02 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 and the principal amounts (and stated interest) of each Participant’s interest in 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 ’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 for purposes of Section 163(f) of the Internal Revenue Code 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. 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 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, person or the Borrower Obligors or any of the Borrower’s Obligors’ 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 commitment Revolving Credit 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 BorrowerBorrowers, the Administrative Agent 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. For Notwithstanding anything herein to the avoidance of doubtcontrary, each such Lender shall not be required to disclose the Participant Register except that (i) such Lender shall be responsible for required to make its Participant Register available to the indemnity under Section 6.03 Administrative Agent or to the Borrower if requested by the Borrower in connection with respect to any payments made the exercise by a related Participant of remedies hereunder and (ii) such Lender shall be required to make its Participant(s)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 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 Participant, agree to any amendment, modification or waiver with respect to described in the matters set forth in proviso of Section 7.02(a)-(m10.02(b) that directly and adversely affects such Participant. The Borrower agrees Subject to paragraph (e) of this Section, the Borrowers agree that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 2.14, eurodollar breakage indemnity 2.15 and tax gross-up (subject to the requirements and limitations therein and the requirements under 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)) 2.16 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.01; provided that such Participant paragraph (Ab) 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 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 in law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of any replacement of lender provisions in the Credit Agreement with respect to any Participant claiming such increased costs of tax gross-upthis Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 10.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 8.02 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 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 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 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 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 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, or any Disqualified Institution) (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 commitment Revolving 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, 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 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 Participant, 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 with respect to except, in each case, as expressly permitted under the matters set forth in Section 7.02(a)-(m) that affects such ParticipantLoan Documents. The Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 3.10., eurodollar breakage indemnity and tax gross-up 4.1., 4.4. (subject to the requirements requirements, obligations and limitations therein and therein, including the requirements under Sections 10.12 and 10.13 Section 3.10.(g) (it being understood that the documentation required from a Lender in order to be eligible for a tax gross-up 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 Section 9.01paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to any the provisions of the Credit Agreement regarding the mitigation of such amounts and the replacement of lenders (if any) Section 4.6. as if it were an assignee under Section 9.01paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment in respect of increased costs of tax gross-upunder Sections 4.1. or 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 a greater payment results from a change in law that occurs after the Participant acquired the applicable participationsuch participation shall be deemed reasonable)). Each Lender that sells a participation agrees, at the Borrower's ’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 Section 4.6. with respect to any Participant claiming such increased costs of tax gross-upParticipant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 12.3. as though it were a Lender; provided that such Participant agrees to be subject to Section 8.02 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 and the principal amounts (and stated interest) of each Participant’s interest in 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 ’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. 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 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 Lender may at any time, without the consent of, or notice to, the Borrower or 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 and the Credit Agreement (including all or a portion of its commitment Commitments 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, obligations and (iii) the Parent, the Borrower, the Administrative Agent 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 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 Participant, agree to (v) increase such Lender’s Commitment, (w) extend the date fixed for the payment of principal on the Loans or portions thereof owing to such Lender, (x) reduce the rate at which interest is payable thereon, or (y) release any amendmentGuarantor from its Obligations under the Guaranty except as contemplated by Section 7.14(d), modification or waiver with respect in each case, as applicable to that portion of such Lender’s rights and/or obligations that are subject to the matters set forth in Section 7.02(a)-(m) that affects such Participantparticipation. The Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 3.10, eurodollar breakage indemnity and tax gross-up 4.1, 4.4 (subject to the requirements and limitations therein and therein, including the requirements under Sections 10.12 and 10.13 Section 3.10(g) (it being understood that the documentation required from a Lender in order to be eligible for a tax gross-up 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 Section 9.01subsection (b) of this Section; provided that such Participant (A) agrees to be subject to any the provisions of the Credit Agreement regarding the mitigation of such amounts and the replacement of lenders (if any) Section 4.6 as if it were an assignee under Section 9.01subsection (b) of this Section; and (B) shall not be entitled to receive any greater payment in respect of increased costs of tax gross-upunder Section 4.1 or Section 3.10, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in law Regulatory Change that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's ’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 Section 4.6 with respect to any Participant claiming such increased costs of tax gross-upParticipant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 12.3 as though it were a Lender; provided that such Participant agrees to be subject to Section 8.02 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 and the principal amounts (and stated interest) of each Participant’s interest in 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 ’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such 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 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, 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 and the Credit Agreement (including all or a portion of its commitment Commitment and/or the Loans (including such Lender’s participations in L/C Obligations) 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, obligations and (iii) the Borrower, Agent, the Administrative Agent 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 and the Credit Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 6.03 with respect 10.04(c) without regard to the existence of any payments made by such Lender to its Participant(s)participations. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the 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 Participant, agree to any amendment, waiver or other modification or waiver with respect described in the first proviso to the matters set forth in Section 7.02(a)-(m) 10.01 that affects such Participant. The Subject to subsection (e) of this Section, Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 3.01, eurodollar breakage indemnity 3.04 and tax gross-up (subject to the requirements and limitations therein and the requirements under 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)) 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 9.01; provided that the Participant has delivered to the Borrower the tax documentation required under Section 3.01(e)(ii). To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided 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) Section 2.12 as if though it were an assignee under Section 9.01; and (B) shall not be entitled to receive any greater payment 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 in law that occurs after the Participant acquired the applicable participationLender. Each Lender that sells a participation agrees, at the Borrower's ’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 Section 3.06 with respect to any Participant claiming such increased costs of tax gross-upParticipant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 10.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 8.02 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary an agent of the 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 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 ’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such 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 Lender may at any time, without the consent of, or notice to, the Borrower 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 the any Borrower or any of the Borrower’s Borrowers’ Affiliates or Subsidiaries) (eacheach such Person, 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 commitment Commitment and/or Loans owing to itthe applicable Term Loan); 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, obligations and (iii) the BorrowerBorrowers, 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 and the Credit Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 6.03 with respect 10.04(c) without regard to the existence of any payments made by such Lender to its Participant(s)participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the 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 (A) that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant and (B) solely in the case of a bank that is a member of the Farm Credit System that (x) has purchased a participation interest in the minimum amount of $5,000,000 in such Lender’s Commitment on or waiver 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. To be effective, each Voting Participant Notification shall, with respect to such Voting Participant, (1) state the matters full legal name of such Voting Participant, as well as all contact information required of a Lender as set forth in Section 7.02(a)-(m10.02(a)(ii) that affects 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 Participantparticipations. The Borrower agrees Subject to subsection (e) of this Section, the Borrowers agree that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costs, eurodollar breakage indemnity Sections 3.01 and tax gross-up (subject to the requirements and limitations therein and the requirements under 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)) 3.02 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.01subsection (b) of this Section; provided that such Participant (A) agrees to be subject to any the provisions of the Credit Agreement regarding the mitigation of such amounts Sections 3.05 and the replacement of lenders (if any) 10.13 as if it were an assignee under paragraph (b) of this Section 9.01; and (B) shall not be entitled to receive any greater payment in respect of increased costs of tax gross-upunder Sections 3.01 or 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 Change in law Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrower Borrowers to effectuate the provisions of any replacement of lender provisions in the Credit Agreement Section 3.05 with respect to any Participant claiming such increased costs of tax gross-upParticipant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 10.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 8.02 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 the BorrowerBorrowers, 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 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 or any information relating to a Participant's ’s interest in any commitmentsCommitments, loans, letters of credit 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, letter of credit 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 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 Lender may at any time, without the consent of, or notice to, the Borrower Loan Parties 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, person or the Borrower Loan Parties or any of the Borrower’s Loan Parties’ 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 commitment Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line 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, obligations and (iii) the BorrowerLoan Parties, the Administrative Agent 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 Agreement, and (iv) such Lender shall continue to have the Credit sole right to enforce its rights under this Agreement. For the avoidance of doubt, each Any Participant shall agree in writing to comply with all confidentiality obligations set forth in Section 10.07 as if such Participant was a Lender shall be responsible for the indemnity under Section 6.03 with respect to any payments made by such Lender to its Participant(s)hereunder. 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 Participant, agree to any amendment, waiver or other modification or waiver with respect described in the first proviso to the matters set forth in Section 7.02(a)-(m) 10.01 that affects such Participant. The Borrower agrees Subject to subsection (e) of this Section, the Loan Parties agree that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 3.01, eurodollar breakage indemnity 3.04 and tax gross-up (subject to the requirements and limitations therein and the requirements under 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)) 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 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 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 in law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of any replacement of lender provisions in the Credit Agreement with respect to any Participant claiming such increased costs of tax gross-upb). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 10.08 as though it were a Lender; , provided that such Participant agrees to be subject to Section 8.02 2.13 as though it were a Lender. Each Lender that sells a participation shallLender, acting solely for this purpose as a non-fiduciary an agent of the BorrowerLoan Parties, shall maintain at its offices a record of each agreement or instrument effecting any participation and a register on which it enters for the name recordation of the names and address addresses of each Participant its Participants and the their rights with respect to principal amounts and other Obligations from time to time (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the a “Participant Participation Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant each Participation Register shall be conclusive absent manifest errorerror and the Loan Parties, the Administrative Agent, the L/C Issuer and such Lender shall the Lenders may treat each Person whose name is recorded in the a Participant Register as the owner of such participation a Participant for all purposes of this Agreement and the Credit Agreement notwithstanding any notice to the contrary. For (including, for the avoidance of doubt, for purposes of entitlement to benefits under Section 3.01, Section 3.04, Section 3.05 and Section 10.08“). The Participation Register shall be available for inspection by the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant RegisterLead Borrower, the L/C Issuer and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower 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 the Borrower 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 and the Credit Agreement (including all or a portion of its commitment 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 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, obligations and (iii) the BorrowerBorrowers, the Administrative Agent 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 and provided further that, so long as no Event of Default has occurred and is continuing at the Credit Agreement. For the avoidance time of doubtsuch participation, 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 Participant, agree to any amendment, modification or waiver with respect to the matters set forth sale of any participation in Section 7.02(a)-(m) that affects such Participant. The Borrower agrees that each Participant the Singapore Term Loan Facility, the Borrowing Agent’s consent shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsrequired, eurodollar breakage indemnity and tax gross-up (subject to the requirements and limitations therein and the requirements under Sections 10.12 and 10.13 which consent shall not be unreasonably withheld or delayed (it being understood agreed that the documentation required from a Lender in order Borrowing Agent shall be deemed 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 reasonable in withholding its interest by assignment pursuant to Section 9.01; provided that such Participant (A) agrees to be subject consent 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 assignment in respect of increased costs the Singapore Term Loan Facility if the proposed assignment is not to a commercial bank organized under the laws of tax grossthe Republic of Singapore or a Singapore-up, with respect to any participation, 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. 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 also shall be entitled to the benefits of Section 8.01 as though it were a Lender; provided that such Participant agrees to be subject to Section 8.02 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 the BorrowerBorrowers, 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 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 or any information relating to a Participant's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such 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. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. Subject to subsection (e) of this Section, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender.

Participations. Any Lender Bank may at any timetime sell, without or grant -------------- participations 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 "Participant"); provided, however, no Bank may be relieved of its obligations under this Agreement except with the consent ofof Borrower and Administrative Agent. Any such sale or grant of a participation is subject to the following conditions: (a) Administrative Agent and Borrower may, for all purposes of this Agreement, deem and treat a Bank party to this Agreement as the owner of such Bank's Loans hereunder for all purposes hereof until a written notice of the sale or notice toparticipation 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 the Borrower Administrative Agent to disclose to any prospective Participant and to any Participant any and all information in such Bank's or the Administrative Agent's possession concerning Borrower, 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 commitment and/or Loans owing to it); provided thatany collateral. (ic) such Lender’s obligations under this Agreement and the Credit Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible Any agreement pursuant to the other parties hereto for the performance of such obligations, and (iii) the Borrower, the Administrative Agent and Lenders shall continue to deal solely and directly with such Lender which a Bank grants a participation in connection with such Lender’s its 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 Loan or instrument pursuant to which a Lender sells such a participation 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 Credit Agreement and right to approve any amendment, modification or waiver of any provision of this Agreement and the Credit Agreementright 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 with respect 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 matters set forth 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 7.02(a)-(m) 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. The Borrower agrees that each Participant 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 receive pursuant to Sections 3.1, 3.2 and 3.3 only the benefits lesser of any provisions in (i) the Credit Agreement with respect to increased costs, eurodollar breakage indemnity and tax gross-up (subject to the requirements and limitations therein and the requirements under Sections 10.12 and 10.13 (it being understood amount that the documentation required Bank from a Lender which the recipient received its participation would have received had such Bank not transferred an interest in order its Loans to be eligible for a tax gross-up shall be delivered to such recipient and (ii) the participating Lender)) to the same extent as if it were a Lender and had acquired its interest additional costs actually incurred by assignment pursuant to Section 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 9.01recipient; 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 other provision set forth in respect of increased costs of tax gross-upthis Agreement, with respect to 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. 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 also shall be entitled to the benefits of Section 8.01 as though it were a Lender; provided that such Participant agrees to be subject to Section 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 and the principal amounts (and stated interest) of each Participant’s security interest in 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 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) 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 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 RegisterFederal Reserve System.

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 and the Credit Agreement (including all or a portion of its commitment 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) that 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, 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 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 Participant, agree to any amendment, modification or waiver with respect to the matters set forth in Section 7.02(a)-(m) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costs, eurodollar breakage indemnity and tax gross-up (subject to the requirements and limitations therein and the requirements under 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 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 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 in law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of 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 also shall be entitled to the benefits of Section 8.01 as though it were a Lender; provided that such Participant agrees to be subject to Section 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 and the principal amounts (and stated interest) of each Participant’s interest in the Loans, L/C Obligations, Swing Line Loans or 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 ’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 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 and the Credit Agreement Agreement, notwithstanding any notice to the contrary. For 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 avoidance meaning of doubtSections 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 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 Administrative Agent Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (in its capacity subject to the requirements and limitations therein read as Administrative Agent) shall have no responsibility for maintaining if a Participant Registerwas a 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. 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 2.14 as though it were a Lender.

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 SubsidiariesSubsidiaries of the Borrower) (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 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, the Issuing Lender 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 12.3 [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 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 Participant, agree (other than as is already provided for herein) to any amendment, modification or waiver with respect to the matters set forth in Sections 12.1(a) [Increase of Commitment], Section 7.02(a)-(m12.1(b) [Extension of Payment, Etc.], Section 12.1(c) [Release of Borrower] or Section 12.1(e) [Subordination] that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 4.4 [Rate Unascertainable, eurodollar breakage indemnity and tax gross-up Etc.], Section 5.8 [Increased Costs], Section 5.9 [Taxes] (subject to the requirements and limitations therein and therein, including the requirements under Sections 10.12 and 10.13 Section 5.9(h) [Status of Lenders] (it being understood that the documentation required from a Lender in order to be eligible for a tax gross-up under Section 5.9(h) [Status of Lenders] shall be delivered to the participating Lender)) and Section 5.10 [Indemnity] to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.01paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to any the provisions of the Credit Agreement regarding the mitigation Section 5.13 [Replacement of such amounts and the replacement of lenders (if any) a Lender] as if it were an assignee under to paragraph (b) of this Section 9.0112.8; and (B) shall not be entitled to receive any greater payment in respect of increased costs of tax gross-upunder Sections 5.8 [Increased Costs], Section 5.9 [Taxes] or Section 5.10 [Indemnity], 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 acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's ’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of any replacement Section 5.13 [Replacement of lender provisions in the Credit Agreement a Lender] with respect to any Participant claiming such increased costs of tax gross-upParticipant. To the extent permitted by lawLaw, each Participant also shall be entitled to the benefits of Section 8.01 10.2(b) [Set-off] as though it were a Lender; provided that such Participant agrees to be subject to Section 8.02 5.5 [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 and the principal amounts (and stated interest) of each Participant’s interest in 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 ’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such 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 Lender may at any time, without the consent of, or notice to, the Borrower Parent or the 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 of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiariesresponsibility with respect to ensuring participations are not made to Disqualified Institutions) (each, a “Participant”) in all or a portion of such Lender’s rights and/or or obligations under this Agreement and the Credit Agreement (including all or a portion of its commitment and/or applicable 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 BorrowerParent, the Administrative 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 and the Credit Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 6.03 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 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 Participant, agree to any amendment, modification or waiver with respect to any amendment, modification or waiver that (x) reduces the matters set forth 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 7.02(a)-(m) that each case, to the extent it affects such Participant. The Borrower agrees Borrowers agree that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costs, eurodollar breakage indemnity Sections 2.6 and tax gross-up 2.12 (subject to the requirements and limitations therein and therein, including the requirements under Sections 10.12 and 10.13 Section 2.12(g) (it being understood that the documentation required from a Lender in order to be eligible for a tax gross-up 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 9.0111.6(b); provided that such Participant (A) agrees to be subject to any the provisions of the Credit Agreement regarding the mitigation of such amounts and the replacement of lenders (if any) Section 2.12 as if it were an assignee under Section 9.0111.6; and (B) shall not be entitled to receive any greater payment in respect of increased costs of tax gross-upunder Section 2.12, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's P▇▇▇▇▇’s request and Borrowers’ joint and several expense, to use reasonable efforts to cooperate with the Borrower Parent to effectuate the provisions of any replacement of lender provisions in the Credit Agreement Section 2.13(b) with respect to any Participant claiming such increased costs of tax gross-upParticipant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 Sections 10.11(a) and 11.18(b) as though it were a Lender; provided that such Participant agrees to be subject to Section 8.02 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 the BorrowerParent, 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 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 ’s interest in any commitments, loans, letters of credit loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary 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 Lender may at any time, without the consent of, or notice to, the Borrower or Borrower, the Administrative Agent, the Issuing Banks or any other Person sell participations (a “Participation”) to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for to any Person described in the primary benefit of, a natural Person, or proviso to the Borrower or any definition of the Borrower’s Affiliates or Subsidiaries“Eligible Assignee”) (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 commitment Commitment and/or Loans the Loans, Letters of Credit and other Obligations owing to it); provided that, (i) the consent of the Borrower will be required with respect to participations in commitments under the Revolving Facility, unless (A) a Specified Event of Default has occurred and is continuing at the time of such participation or (B) such participation is made to a Revolving Lender or an Affiliate of the participating Revolving Lender (ii) such Lender’s obligations under this Agreement and the Credit Agreement shall remain unchanged,; (iiiii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and ; (iiiiv) the Borrower, the Administrative Agent 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 and Agreement; and (v) the Credit Agreement. For the avoidance form 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 or providing for rights of the Participant shall be reasonably acceptable to the Borrower (it being agreed that the LSTA form Participation Agreement for Par/Near Par Trades (December 1, 2021) is acceptable), and in any event such agreement or instrument shall provide that such the participating Lender shall retain the sole and exclusive right to enforce this Agreement and the Credit Agreement other Loan Documents as a Lender hereunder and to approve any amendmentand all amendments, modification modifications, consents or waiver waivers of any provision of this Agreement and or any other Loan Document, except as may be permitted in the Credit Agreement; provided that such following clause (vi); (vi) any agreement or instrument pursuant to which a participation is made (A) may (but shall not be required to) provide that such the participating Lender will not, without the consent of the Participant, agree to any amendment, modification amendment or waiver described in Section 11.01(b)(i) or Section 11.01(b)(ii) that by its terms directly and adversely affects such Participant and (B) shall not require, and shall disclaim any obligation with respect to, the disclosure of any Information, except as may be explicitly permitted by Section 11.08. Subject to Section 11.07(e), the matters set forth in Section 7.02(a)-(m) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costs, eurodollar breakage indemnity and tax gross-up Section 3.01 (subject to the requirements and limitations therein and therein, including the requirements under Sections 10.12 and 10.13 Section 3.01(g) (it being understood that the documentation required from a Lender in order to be eligible for a tax gross-up shall under Section 3.01(g)shall be delivered to the participating Lender)), Section 3.04 and Section 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 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 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 in law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of any replacement of lender provisions in the Credit Agreement with respect to any Participant claiming such increased costs of tax gross-up11.07(b). To the extent permitted by lawApplicable Law, each Participant also shall be entitled to the benefits of Section 8.01 11.09 as though it were a Lender; provided that such Participant agrees to be subject to Section 8.02 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 and the principal amounts (and stated interest) of each Participant’s interest in 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 commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to To the extent that any participation is purported to be made to a Disqualified Lender, 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 transaction 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 subject to the contrary. For the avoidance applicable provisions of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant RegisterSection 11.27.

Participations. Any Subject to Section 10.1(b)(vi)(A) in the case of participations sold to Affiliated Lenders, any Lender may at any timemay, without the consent of, or notice to, the Borrower any Loan Party or the 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 the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”Disqualified Institution) 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 commitment and/or Loans owing to it)Agreement; provided that that (i) such Lender’s obligations under this Agreement and the Credit Agreement shall remain unchanged, unchanged (except to the extent such Lender is required to give Borrower and Administrative Agent an IRS Form W-8IMY in accordance with Section 2.7(b)(iii)), (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 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 Participant, agree to any amendment, modification or waiver directly affecting (A) an extension of the regularly scheduled date of payment of any portion of the principal amount of or interest on or any fee payable with respect to any Loan allocated to such participation, (B) a reduction of the matters set forth principal amount of or the rate of interest payable on any Loan allocated to such participation, (C) an increase in the Commitment allocated to such participation, (D) the release of any Lien granted in favor of Administrative Agent with respect to all or substantially all of the Collateral or the release of the guarantees of all or substantially all of the Guarantors, in each case other than in accordance with the terms of the Loan Documents or (E) the definition of “Requisite Lenders” (except for any changes resulting solely from increases or other changes in the aggregate amount of the Commitments permitted hereunder or otherwise approved pursuant to Section 7.02(a)-(m) that affects such Participant10.6). The Subject to the further provisions of this Section 10.1(c), Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costs, eurodollar breakage indemnity Section 2.6(d) and tax gross-up (subject to the requirements and limitations therein and the requirements under 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)) Section 2.7 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 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 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 in law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of any replacement of lender provisions in the Credit Agreement with respect to any Participant claiming such increased costs of tax gross-up10.1(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 as though it were a Lender; provided that such Participant agrees to be subject to Section 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 and the principal amounts (and stated interest) of each Participant’s interest in 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 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 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.of

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 and the Credit Agreement (including all or a portion of its 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, 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 and the Credit Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity indemnities under Section 6.03 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 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 Participant, agree to any amendment, modification or waiver with respect to which affects such Participant and for which the matters set forth consent of such Lender is required (as described in Section 7.02(a)-(m) that affects such Participant10.1). The Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 2.19, eurodollar breakage indemnity 2.20 and tax gross-up 2.21 (subject to the requirements and limitations therein and therein, including the requirements under Sections 10.12 and 10.13 Section 2.20(f) (it being understood that the documentation required from a Lender in order to be eligible for a tax gross-up under Section 2.20(f) shall be delivered by such Participant to the participating LenderLender granting such participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.0110.6(b); provided that such Participant (A) agrees to be subject to any the provisions of the Credit Agreement regarding the mitigation of such amounts Sections 2.22 and the replacement of lenders (if any) 2.23 as if it were an assignee under Section 9.0110.6(b); and (B) shall not be entitled to receive any greater payment in respect of increased costs of tax gross-upunder Sections 2.19 or 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 any Requirement of Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's ’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 Sections 2.22 and 2.23 with respect to any Participant claiming such increased costs of tax gross-upParticipant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 10.7 as though it were a Lender; provided that such Participant agrees to be subject to Section 8.02 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 and the principal amounts (and stated interest) of each Participant’s interest in 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 ’s interest in any commitmentsCommitments, loansLoans, letters Letters of credit Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary 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 Lender may at any timemay, without the consent of, or notice toof the Borrowers, the Borrower Administrative Agent or the Administrative Agentany Issuing Bank, sell participations to any Person (other than a natural Person, one 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) more Eligible Assignees (each, a “Participant”) in all or a portion of such Lender’s rights and/or and obligations under this Agreement and the Credit Agreement (including all or a portion of its commitment and/or Commitments and Loans owing to itof any Class); provided that that (iA) such Lender’s obligations under this Agreement and the Credit Agreement shall remain unchanged, , (iiB) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligationsobligations (C) Holdings, and (iii) the BorrowerBorrowers, the Administrative Agent Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (D) the relationship between the Lender and the Participant is that of a debtor and creditor (including in the bankruptcy or similar event of the Lender) and (E) the Participant will under no circumstances (x) be subrogated to, or substituted in respect of, the Lender’s claims under this Agreement and the Credit (y) have otherwise any contractual relationship with, or rights against, any Borrower under or in relation to this 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 Agreementor any other Loan Document; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver with respect described in clause (i), (ii), (iii), (vi) or (vii) in the first proviso to the matters set forth in Section 7.02(a)-(m9.02(b) that affects such ParticipantParticipant or requires the approval of all the Lenders. The Borrower agrees Holdings and the Borrowers agree that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 2.15, eurodollar breakage indemnity 2.16 and tax gross-up 2.17 (subject to the requirements and limitations therein and therein, including the requirements under Sections 10.12 and 10.13 Section 2.17(f) (it being understood and agreed that the documentation required from a Lender in order to be eligible for a tax gross-up under Section 2.17(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 and delegation pursuant to Section 9.01paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to any the provisions of the Credit Agreement regarding the mitigation of such amounts Sections 2.18 and the replacement of lenders (if any) 2.19 as if it were an assignee under paragraph (b) of this Section 9.01; and (B) shall not be entitled to receive any greater payment in respect of increased costs of tax gross-upunder Section 2.15 or 2.17, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change Change in law Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Swiss Borrower's ’s request and expense, to use reasonable efforts to cooperate with the Swiss Borrower to effectuate the provisions of any replacement of lender provisions in the Credit Agreement Section 2.19(b) with respect to any Participant claiming such increased costs of tax gross-upParticipant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 9.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 8.02 2.18(c) 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 applicable 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 Loans or other obligations under the this Agreement or any other Loan Documents Document (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's ’s interest in any commitmentsCommitments, loansLoans, letters Letters of credit Credit or its other obligations under this Agreement or any other Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitmentCommitment, loanLoan, letter Letter of credit 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 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 Borrower, 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 and the Credit Agreement (including all or a portion of its 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, obligations and (iii) the Borrower, the Administrative Agent and Agent, the 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, : (i) each Lender shall be responsible for the indemnity under Section 6.03 10.04(c) without regard to the existence of any participation; and (ii) with respect to any payments made by such Lender participant that becomes an Ineligible Assignee after the Trade Date applicable to its Participant(sparticipation (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 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 Participant, agree to any amendment, waiver or other modification or waiver with respect described in clause (y) of the first proviso to the matters set forth in Section 7.02(a)-(m) 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 3.01, eurodollar breakage indemnity 3.04 and tax gross-up 3.05 (subject to the requirements and limitations therein and therein, including the requirements under Sections 10.12 and 10.13 Section 3.01(g) (it being understood that the documentation required from a Lender in order to be eligible for a tax gross-up under Section 3.01(g) shall be delivered to the participating LenderLender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.01); provided that such Participant (A) agrees to be subject to any the provisions of the Credit Agreement regarding the mitigation of such amounts Sections 3.06 and the replacement of lenders (if any) 10.13 as if it were an assignee under subsection (b) of this Section 9.01; and (B) shall not be entitled to receive any greater payment in respect of increased costs of tax gross-upunder Sections 3.01 or 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 Change in law Law that occurs after the such Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's ’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 Section 3.06 with respect to any Participant claiming such increased costs of tax gross-upParticipant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 10.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 8.02 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 and the principal amounts (and stated interest) of each Participant’s interest in 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 ’s interest in any commitments, loans, letters Commitment or Loan or any 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 commitmentCommitment, loanLoan, letter of credit 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 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 Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, time 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, 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 commitment Commitment and/or the Loans owing to it); provided that that (ia) such Lender’s obligations under this Agreement and the Credit 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 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 and the Credit Agreement. For , and (d) so long as no Default or Event of Default has occurred and is then continuing, the avoidance approval of doubt, each Lender the Borrower (not to be unreasonably withheld or delayed) shall be responsible for required in connection with the indemnity under Section 6.03 with respect sale of a participant interest to any payments made by a Person other than (i) another Lender, (ii) an Affiliate of such Lender or (iii) an Approved Fund; provided, however that this clause (d) shall not be applicable to its Participant(s)participations sold by a Lender if the participation interest sold does not exceed 50% of the Commitment of such Lender on the date of the sale of such participation interest. 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 Participant, agree to any amendment, modification or waiver with respect to of the matters set forth type described in Section 7.02(a)-(m16.12(a) or Section 16.12(b), that in each case, affects such Participant. The Subject to the last paragraph of this Section 15.4, the Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 5.1.2, eurodollar breakage indemnity 5.1.4, 5.4, 5.5, 5.6 and tax gross-up (subject to the requirements and limitations therein and the requirements under 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)) 5.8 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 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 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 in law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of any replacement of lender provisions in the Credit Agreement with respect to any Participant claiming such increased costs of tax gross-upSections 15.2. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 16.1 as though it were a Lender; , provided that such Participant agrees to be subject to Section 8.02 16.1 as though it were a Lender. Each A Participant that would be a Foreign Lender that sells if it were a Lender shall not be entitled to the benefits of Section 5.1.2 unless the Borrower is notified of the participation shallsold to such Participant and such Participant agrees, acting solely for this purpose as a non-fiduciary agent the benefit of the Borrower, maintain to comply with Section 5.1.3 as though it were 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 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 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 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 RegisterLender.

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, 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 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, the Issuing Bank 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 2.18(c) with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the 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 Participant, agree to any amendment, modification or waiver decreasing any fees payable to such Participant hereunder or the amount of principal of or the rate at which interest is payable on the Loans in which such Participant has an interest, extending any scheduled principal payment date or date fixed for the payment of interest on the Loans in which such Participant has an interest, increasing or extending the Commitments in which such Participant has an interest or releasing any Subsidiary Guarantor (other than in connection with respect to the matters set forth sale of such Subsidiary Guarantor in a transaction permitted by Section 7.02(a)-(m6.04) that affects such Participantor all or substantially all of the Collateral. The Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costs, eurodollar breakage indemnity and tax gross-up (subject to the requirements and limitations therein and the requirements under 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)2.13(a) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 9.019.03; provided that such Participant (A) agrees to be subject to any the provisions of the Credit Agreement regarding the mitigation of such amounts Sections 2.13(b) and the replacement of lenders (if any2.13(c) as if it were an assignee under paragraph (b) of this Section 9.01; and (B) shall not be entitled to receive any greater payment 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 in law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of any replacement of lender provisions in the Credit Agreement with respect to any Participant claiming such increased costs of tax gross-up9.03. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 9.05 as though it were a Lender; provided that such Participant agrees to be subject to Section 8.02 2.17 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary an agent of the 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 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 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 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 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 and the Credit Agreement (including all or a portion of its commitment Commitment and/or the Loans owing to it); provided that provided, (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 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 10.3(b) with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the Credit Agreement and to approve any amendment, modification or waiver of any provision of this Agreement and the Credit Agreement; provided that provided, such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver with respect to the matters set forth described in Section 7.02(a)-(m10.5(b) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costs, eurodollar breakage indemnity Sections 2.16 and tax gross-up 2.17 (subject to the requirements and limitations therein and the requirements under 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)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 9.01(it being understood that the documentation required under Section 2.17(g) shall be delivered solely to the participating Lender); provided that provided, such Participant (A) agrees to shall be subject to any the provisions of the Credit Agreement regarding the mitigation of such amounts Section 2.18 and the replacement of lenders (if any) Section 2.19 as if it were an assignee under Section 9.01; and (B) shall not be entitled to receive any greater payment 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 in law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of any replacement of lender provisions in the Credit Agreement with respect to any Participant claiming such increased costs of tax gross-up10.6(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 10.4 as though it were a Lender; provided that provided, such Participant agrees to shall be subject to Section 8.02 2.17 as though it were a Lender. Each Lender that sells a participation shall, acting solely for pursuant to this purpose as a non-fiduciary agent of the Borrower, Section shall maintain a register on which it enters records the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s participation interest in 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 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 a participation with respect to such participation Loans or Commitments for all purposes of under this Agreement and the Credit 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, responsibility or obligation to the Administrative Agent 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 Lender may at any time, without the consent of, or notice to, the Borrower or Borrower, the Administrative Agent, any Issuing Lender or the Swingline Lender, 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 the Borrower or any of the Borrower’s Affiliates Subsidiaries or SubsidiariesAffiliates) (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 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, obligations and (iii) the Borrower, the Administrative Agent Agent, each 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 and the Credit Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 6.03 10.4(e) 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 Participant, agree to any amendment, modification or waiver with respect to the matters set forth described in Section 7.02(a)-(m10.1(b), (c), (d) or (e) that directly and adversely affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 4.10, eurodollar breakage indemnity and tax gross-up 4.11 (subject to the requirements and limitations therein and therein, including the requirements under Sections 10.12 and 10.13 Section 4.11(g) (it being understood that the documentation required from a Lender in order to be eligible for a tax gross-up under Section 4.11(g) shall be delivered to the participating Lender)) and 10.4(d) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.01paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to any the provisions of the Credit Agreement regarding the mitigation of such amounts and the replacement of lenders (if any) Section 4.12 as if it were an assignee under Section 9.01paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment in respect of increased costs of tax gross-upunder Sections 4.10 or 4.11, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change Change in law Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's ’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 Section 4.12(b) with respect to any Participant claiming such increased costs of tax gross-upParticipant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 10.4 as though it were a Lender; provided that such Participant agrees to be subject to Section 8.02 4.6 and Section 10.4 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 of (and stated interestinterest on) of each Participant’s interest in 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 ’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) or Proposed Section 1.163-5(b) of the United States Treasury RegulationsRegulations (or, in each case, any amended or successor version). 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 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 commitment Revolving Credit 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, obligations and (iii) the Borrower, the Administrative Agent 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 and the Credit Agreement. For the avoidance of doubtExcept as otherwise provided in Section 13.4 or as otherwise expressly stated herein, each Lender no Participant shall be responsible for the indemnity have any rights or benefits under Section 6.03 with respect to this Agreement or any payments made by such Lender to its Participant(s)other Loan Document. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the 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 Participant, agree to (w) increase such Lender’s Revolving Credit Commitment, (x) extend the date on which any amendmentscheduled payment of principal on the Loans or portions thereof owing to such Lender is to be made, 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 with respect (z) release all or substantially all of the Collateral (except as contemplated by Sections 8.14 or 8.15), all or substantially all of the Covenant Relief Collateral (except as contemplated by Section 8.16) or all or substantially all of the Guarantors from their obligations under the Guaranty (except as contemplated by Sections 8.14 or 8.15) or release the Parent Guarantor from its obligations under the Guaranty, in each case, as applicable to that portion of such Lender’s rights and/or obligations that are subject to the matters set forth in Section 7.02(a)-(m) that affects such Participantparticipation. The Borrower agrees that each Participant shall be entitled to the benefits of any provisions in the Credit Agreement with respect to increased costsSections 3.10, eurodollar breakage indemnity and tax gross-up 5.1, 5.4 (subject to the requirements and limitations therein and therein, including the requirements under Sections 10.12 and 10.13 Section 3.10(g) (it being understood that the documentation required from a Lender in order to be eligible for a tax gross-up 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 Section 9.01subsection (b) of this Section; provided that such Participant (A) agrees to be subject to any the provisions of the Credit Agreement regarding the mitigation of such amounts and the replacement of lenders (if anySection 3.9(h) or 5.6 as if it were an assignee under Section 9.01subsection (b) of this Section; and (B) shall not be entitled to receive any greater payment in respect of increased costs of tax gross-upunder Sections 5.1 or 3.10, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's ’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 Section 3.9(h) or 5.6 with respect to any Participant claiming such increased costs of tax gross-upParticipant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.01 13.4 as though it were a Lender; provided that such Participant agrees to be subject to Section 8.02 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 and the principal amounts (and stated interest) of each Participant’s interest in 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 ’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such 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.