Common use of Permitted Participants; Effect Clause in Contracts

Permitted Participants; Effect. Subject to Section 12.3.3, any Lender may sell to a financial institution ("Participant") a participating interest in the rights and obligations of such Lender under any Loan Documents; provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents shall remain unchanged, it shall remain solely responsible to the other parties hereto for performance of such obligations, it shall remain the holder of its Loans and Commitments for all purposes, all amounts payable by Borrowers shall be determined as if it had not sold such participating interests, and Borrowers and Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.7, 3.9, 5.8 and 5.9 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 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 12.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, 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.

Permitted Participants; Effect. Subject to the terms set forth in this Section 12.3.314.2, any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to a financial institution one or more banks or other entities ("ParticipantParticipants") a participating interests in any Loan owing to such Lender, the Commitment of such Lender, any L/C Interest of such Lender or any other interest in the rights and obligations of such Lender under any the Loan Documents; provided that each Lender shall provide Borrowers with prior written notice Documents on a pro rata or non-pro rata basis. Notice of any such participation to the Company and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers Administrative Agent shall be required for prior to any participation becoming effective with respect to a Participant which is not a Lender, Designated Lender or an Affiliate thereof. Upon receiving said notice, the Administrative Agent shall record the participation in the Register it maintains. Moreover, notwithstanding such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent recordation, such participation shall not be requiredconsidered an assignment under Section 14.3 of this Agreement and such Participant shall not be considered a Lender. Despite In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, it such Lender shall remain the holder owner of its all Loans and Commitments made by it for all purposespurposes under the Loan Documents, all amounts payable by Borrowers the applicable Borrower under this Agreement shall be determined as if it such Lender had not sold such participating interests, and Borrowers the applicable Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters such Lender's rights and obligations under the Loan DocumentsDocuments except that, and Agent and for purposes of Article IV hereof, the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree that each Participant Participants shall be entitled to the benefits of Sections 3.7, 3.9, 5.8 and 5.9 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lender) to the same extent rights as if it they were a Lender and had acquired its interest by assignment pursuant to Section 12.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, 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 participationLenders.

Permitted Participants; Effect. Subject Any Lender may at any time sell to Section 12.3.3one or more banks or other entities (“Participants”) participating interests in any Outstanding Credit Exposure owing to such Lender, any Note held by such Lender, any Commitment of such Lender may sell to a financial institution ("Participant") a participating or any other interest in the rights and obligations of such Lender under any the Loan Documents; provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if . So long as no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing continuing, the prior written consent of the Company (such consent not to be unreasonably withheld or delayed) shall be required for any transfer by Participation unless (i) the relationship between the Lender and the Participant is that of a debtor and creditor (including in which case the Borrowers' consent bankruptcy or similar event of the Lender), (ii) the Participant will have no proprietary interest in the benefit of this Agreement or in any monies received by the Lender under or in relation to this Agreement, and (iii) the Participant will under no circumstances (y) be subrogated to, or substituted in respect of, the Lender’s claims under this Agreement and (z) have otherwise any contractual relationship with, or rights against, any Borrower under or in relation to this Agreement; provided that the Company shall not be requireddeemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof. Despite In the event of any such sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, it such Lender shall remain the owner of its Outstanding Credit Exposure and the holder of its Loans and Commitments any Note issued to it in evidence thereof for all purposespurposes under the Loan Documents, all amounts payable by the Borrowers under this Agreement shall be determined as if it such Lender had not sold such participating interests, and the Borrowers and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents. Each Lender Any purported participation made without complying with the terms of this Section 12.2.1 shall be solely responsible for notifying its Participants of any matters no effect under the Loan Documents, this Agreement and Agent and the other Lenders such purported participant shall not have any obligation or liability to any such Participant. The Borrowers agree that each of the rights of a Participant hereunder and shall be entitled deemed to be only a creditor to the benefits of Sections 3.7, 3.9, 5.8 and 5.9 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 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 12.3; provided that effecting such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, 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 purported participation.

Permitted Participants; Effect. Subject Any Lender may, without the consent of the Borrower, the Administrative Agent, the Issuing Banks or the Swing Line Bank, sell participations to Section 12.3.3, any Lender may sell to one or more banks or other entities (other than Disqualified Lenders) (a financial institution ("“Participant"”) in all or a participating interest in the portion of such Lender’s rights and obligations under this Agreement (including all or a portion of such Lender under any Loan Documentsits Commitments and the Loans owing to it); provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participationi) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents this Agreement shall remain unchanged, it (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligationsobligations and (iii) the Borrower, it shall remain the holder of its Loans Administrative Agent, the Issuing Banks and Commitments for all purposes, all amounts payable by Borrowers shall be determined as if it had not sold such participating interests, and Borrowers and Agent the other Lenders shall continue to deal solely and directly with such Lender in connection with the Loan Documentssuch Lender’s rights and obligations under this Agreement. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall be solely responsible for notifying its Participants retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any matters under provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the Loan Documentsconsent of the Participant, and Agent and the other Lenders shall not have any obligation or liability agree to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. The Borrowers agree Subject to paragraph (b) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.74.01, 3.94.02, 5.8 4.03, 4.04 and 5.9 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lender) 4.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.3; 13.03. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 as though it were a Lender, provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 Section 12.02 as if though it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, 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.

Permitted Participants; Effect. Subject to Section 12.3.3Any Lender may, in the ordinary course of its business and in accordance with Applicable Law, at any Lender may time sell to a financial institution Person ("“Participant"”) a participating interest in the rights and obligations of such Lender under any Loan Documents; provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for performance of such obligations, it such Lender shall remain the holder of its Loans and Commitments for all purposes, all amounts payable by Borrowers shall be determined as if it such Lender had not sold such participating interests, and Borrowers and Collateral Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Collateral Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree that each A Participant shall not be entitled to the benefits of Section 5.7 unless Borrowers agree otherwise in writing and unless such Participant shall have agreed to be treated as a Lender for purposes of, and subject to, Sections 3.75.6 and 5.7 and the definition of “Excluded Taxes”. In the event that a Lender sells participations in a Loan, 3.9such Lender, 5.8 as a non-fiduciary agent on behalf of Borrowers, shall maintain (or cause to be maintained) a register on which it enters the name of all participants in the Loan held by it (and 5.9 the principal amount (and stated interest thereon) of the portion of the Loan that is subject to such participations) (the requirements and limitations therein, “Participant Register”). No Lender shall have any obligation to disclose all or any portion of the Participant Register to any Borrower or any other Person (including the requirements existence or identity of any participant or any information relating to a participant’s interest in the Loans or other obligations under Section 5.9, it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lenderthis Agreement) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent that such entitlement disclosure is necessary to receive a greater payment results from a Change establish that such Loans or other obligations are in Law that occurs after registered form under Treas. Reg. Section 5f.103-1(c). A Loan (and the Note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant acquired Register (and each note shall expressly so provide). Any participation of such Loan (and the applicable participationnote, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register.

Permitted Participants; Effect. Subject to Section 12.3.3, any Lender may sell to a financial institution ("“Participant"”) a participating interest in the rights and obligations of such Lender under any Loan Documents; provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' ’ consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it shall remain solely responsible to the other parties hereto for performance of such obligations, it shall remain the holder of its Loans and Commitments for all purposes, all amounts payable by Borrowers shall be determined as if it had not sold such participating interests, and Borrowers and Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.7, 3.9, 5.8 and 5.9 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 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 12.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, 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.

Permitted Participants; Effect. Subject (a) Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time sell to Section 12.3.3any Person (other than a natural person, the Company, Borrower or any Affiliate thereof)) (“Participant”) participating interests in any Note held by such Lender, any Term Loan of such Lender may sell to a financial institution ("Participant") a participating or any other interest in the rights and obligations of such Lender under any the Loan Documents; provided that each . The consent of the Borrower and the Administrative Agent shall be required prior to a sale of a participating interest becoming effective with respect to a Participant (except a sale of a participating interest by a Lender shall provide Borrowers with prior written notice to its Affiliate or in the case of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given the Borrower only, a participating interest to another Lender or an Affiliate thereof); provided, however, that if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of a Default has occurred and is continuing in which case continuing, the Borrowers' consent of the Borrower shall not be required. Despite In the event of any such sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, it such Lender shall remain the holder owner of its Loans and Commitments the holder of any Note issued to it in evidence thereof for all purposespurposes under the Loan Documents, all amounts payable by Borrowers the Borrower under this Agreement shall be determined as if it such Lender had not sold such participating interests, and Borrowers the Borrower, the Company and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents. Each Lender Any consents of the Borrower or the Administrative Agent under this Section 13.2.1 shall not be unreasonably withheld or delayed, provided, that the Borrower shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Agent and the other Lenders shall not deemed to have any obligation or liability consented to any such Participant. The Borrowers agree that each Participant sale unless it shall be entitled object thereto by written notice to the benefits of Sections 3.7, 3.9, 5.8 and 5.9 Administrative Agent within eight (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 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 12.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, 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 8) calendar days after the Participant acquired the applicable participationhaving received written notice thereof.

Permitted Participants; Effect. Subject to Section 12.3.313.3.3, any Lender may sell to a financial institution ("“Participant"”) a participating interest in the rights and obligations of such Lender under any Loan Documents; provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it shall remain solely responsible to the other parties hereto for performance of such obligations, it shall remain the holder of its Loans and Commitments for all purposes, all amounts payable by Borrowers shall be determined as if it had not sold such participating interests, and Borrowers and Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree A Participant that each Participant would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Sections 3.7Section 5.10 unless Borrowers agree otherwise in writing. Each Lender that sells a participation shall, 3.9acting solely for this purpose as a non-fiduciary agent of the Borrowers, 5.8 maintain a register on which it enters the name and 5.9 address of each Participant and the principal amounts (subject to and stated interest) of each Participant’s interest in the requirements and limitations therein, including Loans or other obligations under the requirements under Section 5.9, it being understood that Loan Documents (the documentation required under Section 5.9 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 12.3“Participant Register”); provided that such no Lender shall have any obligation to disclose all or any portion of the Participant Register (Aincluding 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) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, with respect to any participation, than its participating Lender would have been entitled to receive, Person except to the extent that such entitlement disclosure is necessary to receive a greater payment results from a Change establish that such commitment, loan, letter of credit or other obligation is in Law that occurs after registered form under Section 5f.103-1(c) of the United States Treasury Regulations, or is otherwise required thereunder. The entries in the Participant acquired Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the applicable participationParticipant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

Permitted Participants; Effect. Subject to Section 12.3.3Any Lender may, in the ordinary course of its business and in accordance with Applicable Law, at any Lender may time sell to a financial institution ("“Participant"”) a participating interest in the rights and obligations of such Lender under any Loan Documents; provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for performance of such obligations, it such Lender shall remain the holder of its Loans and Commitments Revolver Commitment for all purposes, all amounts payable by Borrowers shall be determined as if it such Lender had not sold such participating interests, and Borrowers and Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Agent and the other Lenders or Obligors shall not have any obligation or liability to any such Participant. The Borrowers agree that each Each Participant shall be entitled to the benefits of Sections 3.7, 3.9, 5.8 3.9 and 5.9 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 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 12.314.3 (it being understood that the documentation required under Section 5.10 shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections Section 3.8 and 12.4 as if it were an assignee under Section 12.3; 14.3 and (B) shall not be entitled to receive any greater payment under Section Sections 3.7 or 5.85.10, with respect to any participation, than its participating the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation.

Permitted Participants; Effect. Subject Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time sell to Section 12.3.3one or more Eligible Assignees (“Participants”) participating interests in any Loan owing to such Lender, any Note held by such Lender, any Commitment of such Lender may sell to a financial institution ("Participant") a participating or any other interest in the rights and obligations of such Lender under any the Loan Documents; provided that each Lender shall provide Borrowers with prior written notice . In the event of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, it such Lender shall remain the holder owner of its Loans and Commitments the holder of any Note issued to it in evidence thereof for all purposespurposes under the Loan Documents, all amounts payable by Borrowers the Borrower under this Agreement shall be determined as if it such Lender had not sold such participating interests, and Borrowers the Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters such Lender’s rights and obligations under the Loan Documents, and Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.7, 3.9, 5.8 and 5.9 Documents (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 3.5(v) from a Participant shall be delivered to the participating LenderLender who sells the participation). 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) to of each Participant’s interest in the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.3Loans or other obligations under the Loan Documents (the “Participant Register”); provided that such no Lender shall have any obligation to disclose all or any portion of the Participant Register (Aincluding 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) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, with respect to any participation, than its participating Lender would have been entitled to receive, Person except to the extent that such entitlement disclosure is necessary to receive a greater payment results from a Change establish that such commitment, loan or other obligation is in Law that occurs after registered form under Treasury Regulations Section 5f.103-1(c) and Proposed Treasury Regulations Section 1.163-5(b) (or any amended or successor version). The entries in the Participant acquired Register shall be conclusive absent manifest error, and such Lender shall treat each Participant whose name is recorded in the applicable participationParticipant Register as the owner of such participating interest for all purposes of this Agreement notwithstanding any notice to the contrary.

Permitted Participants; Effect. Subject Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time sell to Section 12.3.3one or more banks, financial institutions, pension funds, or any other funds or entities (other than the Borrower or any of the Borrower’s Affiliates, a Defaulting Lender, or a natural person (or holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person)) (“Participants”) participating interests in any Loan owing to such Lender, any Note held by such Lender, any Commitment of such Lender may sell to a financial institution ("Participant") a participating or any other interest in the rights and obligations of such Lender under any the Loan Documents; provided that each Lender shall provide Borrowers with prior written notice . In the event of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, it such Lender shall remain the holder of its Loans and Commitments any such Note for all purposespurposes under the Loan Documents, all amounts payable by Borrowers the Borrower under the Agreement shall be determined as if it such Lender had not sold such participating interests, and Borrowers the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents. Each Lender shall be that sells a participation shall, acting solely responsible for notifying its Participants this purpose as a non-fiduciary agent of any matters 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 Agent and Documents (the other Lenders “Participant Register”); provided that no Lender shall not have any obligation to disclose all or liability 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 Participantdisclosure 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 Borrowers agree entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.73.1, 3.9, 5.8 3.2 and 5.9 3.5 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 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 12.312.1; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8Sections 3.1, 3.2 and 3.5, 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.

Permitted Participants; Effect. Subject Any Lender may, in the ordinary course of its business and in accordance with Applicable Law, at any time, without notice to Section 12.3.3or any requirement to obtain the consent of the Obligors, any Lender may sell to a financial institution other than a Defaulting Lender or a Disqualified Institution ("“Participant"”) a participating interest in the rights and obligations of such Lender under any Loan Documents; provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be requiredthis Agreement. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents this Agreement shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for performance of such obligations, it such Lender shall remain the holder of its Revolver Loans and Revolver Commitments for all purposes, all amounts payable by Borrowers the Obligors shall be determined as if it such Lender had not sold such participating interests, and Borrowers the Obligors and the Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and the Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers Subject to the next succeeding sentence, the Obligors agree that each Participant shall be entitled to the benefits of Sections 3.7, 3.9, Section 3.6 and Section 5.8 and 5.9 (subject to the limitations and requirements of such Section and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 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 12.3; provided that such ). A Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, with respect amount pursuant to any participation, such Sections than its participating the Applicable Lender would have been entitled to receivereceive in respect of the amount of the participation transferred by such Lender to such Participant, except unless the sale of the participation to such Participant is made with the extent Lead Borrower’s prior written consent (not to be unreasonably withheld or delayed), which written consent shall specifically acknowledge that such entitlement consent is pursuant to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participationthis Section 12.2.1.

Permitted Participants; Effect. Subject to Section 12.3.3Any Lender may, in the ordinary course of its business and in accordance with Applicable Law, at any Lender may time sell to a financial institution other than a Defaulting Lender ("a “Participant"”) a participating interest in the rights and obligations of such Lender under any Loan Documents; provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for performance of such obligations, it such Lender shall remain the holder of its Loans and Commitments for all purposes, all amounts payable by Borrowers shall be determined as if it such Lender had not sold such participating interests, and Borrowers and each Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and each Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree Subject to the following sentence, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.7Section 2.06(j), 3.9Section 2.12, 5.8 Section 2.13, Section 2.15, Section 2.16, Section 2.21, and 5.9 Section 7.10 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lenderof those Sections) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (c) of this Section 12.3(and such Participant shall be deemed to be a Lender for purposes of the definition of Excluded Taxes); provided that a Participant shall not be entitled to such Participant benefits unless (A) agrees to be subject to such Participant and its respective participation are recorded in the provisions of Sections 3.8 and 12.4 Register in accordance with Section 11.04(d) as if it such Participant were an assignee under Section 12.3; a Lender and (B) such Participant complies with Section 2.15 as if such Participant were a Lender. A Participant shall not be entitled to receive any greater payment under Section 3.7 or 5.82.06(j), with respect to any participationSection 2.12, Section 2.13, Section 2.15, Section 2.16, Section 2.21, and Section 7.10 than its participating the applicable Lender would have been entitled to receive, except receive with respect to the extent participation sold to such entitlement Participant, unless the sale of the participation to receive a greater payment results from a Change in Law that occurs after the such Participant acquired the applicable participationis made with Administrative Borrower’s prior written consent.

Permitted Participants; Effect. Subject Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time sell to Section 12.3.3one or more banks, financial institutions, pension funds, or any other funds or entities (other than the Borrower or any of the Borrower’s Affiliates, a Defaulting Lender, or a natural person (or holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person)) (“Participants”) participating interests in any Loan owing to such Lender, any Note held by such Lender, any Commitment of such Lender may sell to a financial institution ("Participant") a participating or any other interest in the rights and obligations of such Lender under any the Loan Documents; provided that each Lender shall provide Borrowers with prior written notice . In the event of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, it such Lender shall remain the holder of its Loans and Commitments any such Note for all purposespurposes under the Loan Documents, all amounts payable by Borrowers the Borrower under the Agreement shall be determined as if it such Lender had not sold such participating interests, and Borrowers the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents. Each Lender shall be that sells a participation shall, acting solely responsible for notifying its Participants this purpose as a non-fiduciary agent of any matters 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 Agent and Documents (the other Lenders “Participant Register”); provided that no Lender shall not have any obligation to disclose all or liability any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans or its other obligations under any Loan Document) to any Person except to the extent that such Participantdisclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The Borrowers agree entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.73.1, 3.9, 5.8 3.2 and 5.9 3.5 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 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 12.312.1; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8Sections 3.1, 3.2 and 3.5, 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.

Permitted Participants; Effect. Subject Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time sell to Section 12.3.3one or more banks, financial institutions, pension funds, or any other funds or entities (“Participants”) participating interests in any Loan owing to such Lender, any Note held by such Lender, any Commitment of such Lender may sell to a financial institution ("Participant") a participating or any other interest in the rights and obligations of such Lender under any the Loan Documents; provided that each Lender shall provide Borrowers with prior written notice . In the event of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, it such Lender shall remain the holder of its Loans and Commitments any such Note for all purposespurposes under the Loan Documents, all amounts payable by Borrowers the Borrower under the Agreement shall be determined as if it such Lender had not sold such participating interests, and Borrowers the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents. Each Lender shall be that sells a participation shall, acting solely responsible for notifying its Participants this purpose as a non-fiduciary agent of any matters 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 Agent and Documents (the other Lenders “Participant Register”); provided that no Lender shall not have any obligation to disclose all or liability 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 such Participant. The Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.7, 3.9, 5.8 and 5.9 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 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 12.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, with respect to any participation, than its participating Lender would have been entitled to receive, Person except to the extent that such entitlement disclosure is necessary to receive a greater payment results from a Change establish that such commitment, loan, letter of credit or other obligation is in Law that occurs after registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant acquired Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the applicable participationParticipant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Permitted Participants; Effect. Subject (a) Lender may, in accordance with applicable law, at any time, upon at least five (5) Business Days’ prior written notice to Section 12.3.3the Borrower, any Lender may sell to a financial institution one or more entities ("Participant"“Participants”) a participating interests in this Agreement, its agreement to make Advances, or any other interest in of Lender hereunder and under the rights and obligations of such Lender under any Loan other Facility Documents; provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be requiredrequired to provide advance notice to Borrower with respect to participating interests to the Federal Reserve Bank. Despite In the event of any such sale by a Lender of participating interests to a Participant, such Lender's Xxxxxx’s obligations under the Loan Documents this Agreement to Borrower shall remain unchanged, it Lender shall remain solely responsible to for the other parties hereto for performance of such obligations, it shall remain the holder of its Loans thereof and Commitments for all purposes, all amounts payable by Borrowers shall be determined as if it had not sold such participating interests, and Borrowers and Agent Borrower shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters Xxxxxx’s rights and obligations under the Loan Documents, and Agent this Agreement and the other Lenders Facility Documents. Borrower agrees that if amounts outstanding under this Agreement are due or unpaid, or shall not have any obligation been declared or liability to any such Participant. The Borrowers agree that shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be entitled deemed to have the benefits right of Sections 3.7, 3.9, 5.8 and 5.9 (subject to the requirements and limitations therein, including the requirements set-off in respect of its participating interest in amounts owing under Section 5.9, it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lender) this Agreement to the same extent as if the amount of its participating interest were owing directly to it were as a Lender and had acquired its interest by assignment pursuant to Section 12.3under this Agreement; provided provided, that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not only be entitled to receive any greater payment under Section 3.7 or 5.8, with respect such right of set-off if it shall have agreed in the agreement pursuant to any participation, than which it shall have acquired its participating interest to share with Lender would have been entitled to receivethe proceeds thereof. For the avoidance of doubt, except any amounts that are set-off pursuant to the extent such entitlement foregoing shall pay, prepay, repay, discharge or otherwise satisfy the obligations owed to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participationParticipant and Lender by the Borrower in an amount equal to the amount of such set-off. Lender, acting solely for this purpose as an agent of Borrower, shall maintain a register on which it enters the name and address of each Participant and each Lender assignee and the principal amounts (and stated interest) of each Participant’s and each Lender assignee, assignee’s interest in the rights and obligations under this Agreement and related Facility Documents (the “Register”) The entries in the Register shall be conclusive absent manifest error, and Borrower and its Affiliates and Lender shall treat each person whose name is recorded in the Register as the owner of the related participation or assignment for purposes of this Agreement. The Register shall be available for inspection by Borrower, Lender and other parties hereto at any reasonable time and from time to time upon reasonable prior notice.

Permitted Participants; Effect. Subject to Section 12.3.3Any Lender may, in the ordinary course of its business and in accordance with Applicable Law, at any Lender may time sell to a financial institution ("“Participant"”) a participating interest in the rights and obligations of such Lender under any Loan Documents; provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for performance of such obligations, it such Lender shall remain the holder of its Loans and (if applicable) Revolver Commitments for all purposes, all amounts payable by Borrowers Loan Parties within the applicable Loan Party Group shall be determined as if it such Lender had not sold such participating interests, and Borrowers Loan Parties within the applicable Loan Party Group and Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Loan Parties, Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree A Participant that each Participant would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Sections 3.7, 3.9, Section 5.8 and 5.9 unless it agrees to comply with Section 5.8 as if it were a Lender (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the any documentation required under Section 5.9 5.8 shall be delivered to the participating 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 in the United States 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, Letters of Credit 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 same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, with respect Register to any participationPerson (including the identity of any Participant or any information relating to a Participant’s interest in any Revolver Commitments, than Loans, Letters of Credit or its participating Lender would have been entitled to receive, other obligations under any Loan Document) except to the extent that such entitlement disclosure is necessary to receive a greater payment results from a Change establish that such Revolver Commitment, Loan, Letter of Credit or other obligation is in Law that occurs after registered form under United States Treasury Regulations Section 5f.103-1(c) and Proposed Treasury Regulations Section 1.163-5(b) (or, in each case, any amended or successor version). The entries in the Participant acquired Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the applicable participationParticipant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

Permitted Participants; Effect. Subject Any Lender may, without the consent of, or notice to, the Borrower, the Administrative Agent or the Issuers, sell participations to Section 12.3.3one or more banks or other entities (a “Participant”), any Lender may sell to other than an Ineligible Institution, in all or a financial institution ("Participant") a participating interest in the rights and obligations portion of such Lender Lender’s rights and/or obligations under any Loan Documentsthis Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participationA) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents this Agreement shall remain unchanged, it ; (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; and (C) the Borrower, it shall remain the holder of its Loans Administrative Agent, the Issuers and Commitments for all purposes, all amounts payable by Borrowers shall be determined as if it had not sold such participating interests, and Borrowers and Agent the other Lenders shall continue to deal solely and directly with such Lender in connection with the Loan Documentssuch Lxxxxx’s rights and obligations under this Agreement. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall be solely responsible for notifying its Participants retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any matters under provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the Loan Documentsconsent of the Participant, and Agent and the other Lenders shall not have any obligation or liability agree to any amendment, modification or waiver described in the first proviso to Section 8.2 that affects such Participant. The Borrowers agree Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.73.1, 3.9, 5.8 3.2 and 5.9 3.5 (subject to the requirements and limitations therein, including the requirements under Section 5.9, Sections 3.5(vi) (it being understood that the documentation required under Section 5.9 Sections 3.5(vi) shall be delivered to the participating LenderLender and the information) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 Section 3.6 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 3.1 or 5.83.5, 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 Section 3.5(ii) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.1 as though it were a Lender; provided that such Participant agrees to be subject to Section 11.2 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 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.

Permitted Participants; Effect. Subject Any Lender may, in the ordinary course of its business and in accordance with Applicable Law, at any time sell to Section 12.3.3one or more banks or other entities (“Participants”) participating interests in any Loan owing to such Lender, any Note held by such Lender, any Commitment of such Lender may sell to a financial institution ("Participant") a participating or any other interest in the rights and obligations of such Lender under any the Loan Documents; provided that each Lender shall provide Borrowers with prior written notice . In the event of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, it such Lender shall remain the holder owner of its Loans and Commitments the holder of any Note issued to it in evidence thereof for all purposespurposes under the Loan Documents, all amounts payable by Borrowers the Borrower under this Agreement shall be determined as if it such Lender had not sold such participating interests, and Borrowers the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall be solely responsible for notifying its Participants retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any matters under provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the Loan Documentsconsent of the Participant, and Agent and the other Lenders shall not have any obligation or liability agree to any amendment, waiver or other modification described in Section 8.2 that affects such Participant. The Borrowers agree Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.72.18.1, 3.92.18.2, 5.8 2.19, and 5.9 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lender) 2.20 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 Section 2.21 as if it were an assignee under Section 12.3; 12.3 and (B) shall not be entitled to receive any greater payment under Section 3.7 2.18 or 5.82.19, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.21 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.1 as though it were a Lender; provided that such Participant agrees to be subject to Section 11.2 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as 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 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 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. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Permitted Participants; Effect. Subject to Section 12.3.313.3.3, any Lender may sell to a financial institution ("“Participant"”) a participating interest in the rights and obligations of such Lender under any Loan Documents; provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's Xxxxxx’s obligations under the Loan Documents shall remain unchanged, it shall remain solely responsible to the other parties hereto for performance of such obligations, it shall remain the holder of its Loans and Commitments for all purposes, all amounts payable by Borrowers Borrower shall be determined as if it had not sold such participating interests, and Borrowers Borrower, the other Obligors and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and the Administrative Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree Xxxxxxxx agrees that each Participant shall be entitled to the benefits of Sections 3.7, 3.9, 5.8 3.7 and 5.9 (subject to the requirements and limitations thereinof such Sections and Section 5.10; provided, including the requirements under Section 5.9, it being understood that the any documentation required under Section 5.9 5.10 shall be delivered solely to the applicable participating Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.3; provided that such 13.1. A Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, with respect to any participation, 5.9 than its participating the applicable Lender would have been entitled to receivereceive 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 occurring after the Participant acquired sale of the applicable participation. Each Lender that sells a participation agrees, at Xxxxxxxx’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Sections 3.8 and 13.4 with respect to any Participant.

Permitted Participants; Effect. Subject Any Lender may, without the consent of the Borrower, the Administrative Agent, the Issuing Banks or the Swing Line Bank, sell participations to Section 12.3.3, any Lender may sell to one or more banks or other entities (other than Disqualified Lenders) (a financial institution ("“Participant"”) in all or a participating interest in the portion of such Lender’s rights and obligations under this Agreement (including all or a portion of such Lender under any Loan Documentsits Commitments and the Loans owing to it); provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participationi) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents this Agreement shall remain unchanged, it (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligationsobligations and (iii) the Borrower, it shall remain the holder of its Loans Administrative Agent, the Issuing Banks and Commitments for all purposes, all amounts payable by Borrowers shall be determined as if it had not sold such participating interests, and Borrowers and Agent the other Lenders shall continue to deal solely and directly with such Lender in connection with the Loan Documentssuch Lender’s rights and obligations under this Agreement. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall be solely responsible for notifying its Participants retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any matters under provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the Loan Documentsconsent of the Participant, and Agent and the other Lenders shall not have any obligation or liability agree to any amendment, modification or waiver described in the proviso to ‎Section 9.03 that adversely affects such Participant. The Borrowers agree Subject to paragraph ‎(b) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.7‎4.01, 3.9‎4.02, 5.8 ‎4.03, ‎4.04 and 5.9 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lender) ‎4.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.3; ‎Section 13.03. To the extent permitted by law, each Participant also shall be entitled to the benefits of ‎Section 12.01 as though it were a Lender, provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 ‎Section 12.02 as if though it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, 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.

Permitted Participants; Effect. Subject to Section 12.3.3, any Lender may sell to a financial institution ("“Participant"”) a participating interest in the rights and obligations of such Lender under any Loan Documents; provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's Xxxxxx’s obligations under the Loan Documents shall remain unchanged, it shall remain solely responsible to the other parties hereto for performance of such obligations, it shall remain the holder of its Loans and Commitments for all purposes, all amounts payable by Borrowers shall be determined as if it had not sold such participating interests, and Borrowers and Agent shall continue to deal solely and directly with such Lender in connection with the Loan DocumentsDocuments (and, for the avoidance of doubt, a Participant shall not constitute a Lender hereunder). Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree A Participant that each Participant would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Sections 3.7, 3.9, Section 5.8 and 5.9 (subject unless Borrowers agree otherwise in writing. Notwithstanding the foregoing or anything in the Loan Documents to the requirements and limitations thereincontrary, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 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 12.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) [***] Bank shall not be entitled considered a “Defaulting Lender” hereunder solely as a result of any Restatement Date Participant failing to receive any greater payment under Section 3.7 fund its portion of the Restatement Date Commitment Increase or 5.8, otherwise defaulting in its obligations as a Restatement Date Participant solely with respect to any participation, than its participating Lender would have been entitled to receive, except to portion of the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participationRestatement Date Commitment Increase.

Permitted Participants; Effect. Subject to the terms set forth in this Section 12.3.312.2, any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to a financial institution one or more banks or other entities ("ParticipantParticipants") a participating interests in any Loan owing to such Lender, any Note held by such Lender, any Revolving Loan Commitment of such Lender, any L/C Interest of such Lender or any other interest in the rights and obligations of such Lender under any the Loan DocumentsDocuments on a pro-rata or non pro-rata basis; provided that each Lender shall provide Borrowers with without the prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers the Agent the amount of such participation shall not be for less than $5,000,000. Notice of such participation to the Borrower and the Agent shall be required for prior to any participation becoming effective with respect to a Participant which is not a Lender or an Affiliate thereof. In the event of any such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, it such Lender shall remain the holder of its Loans and Commitments any such Note for all purposespurposes under the Loan Documents, all amounts payable by Borrowers the Borrower under this Agreement shall be determined as if it such Lender had not sold such participating interests, and Borrowers the Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters such Lender's rights and obligations under the Loan DocumentsDocuments except that, for purposes of Section 2.15(E) and Agent and Article III hereof, the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree that each Participant Participants shall be entitled to the benefits of Sections 3.7, 3.9, 5.8 same rights and 5.9 (subject duties as if they were Lenders. Any provision hereof to the requirements and limitations thereincontrary notwithstanding, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 no Participant 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 12.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 2.15(E) or 5.8, with respect to any participation, Article III than the Lender from which such Participant purchased its participating Lender participation would have been entitled to receive, except to the extent receive had no such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participationparticipation taken place.

Permitted Participants; Effect. Subject to Section 12.3.3Any Lender may, in the ordinary course of its business and in accordance with applicable Law, at any Lender may time sell to a financial institution ("“Participant"”) a participating interest in the rights and obligations of such Lender under any Loan Documents; provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for performance of such obligations, it such Lender shall remain the holder of its Loans and Facility Commitments for all purposes, all amounts payable by Borrowers the Loan Parties within the applicable Loan Party Group shall be determined as if it such Lender had not sold such participating interests, and Borrowers the Loan Parties within the applicable Loan Party Group and Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree that each A Participant shall be entitled to the benefits of Sections 3.7Section 5.8 in the same manner as if the Participant acquired its interest by assignment, 3.9, 5.8 and 5.9 (subject to provided the Participant complies with the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under of Section 5.9 shall be delivered to the participating Lender) to the same extent as if it were a Lender. Each Lender and had acquired its interest by assignment pursuant that sells participations to Section 12.3; a Participant, acting solely for this purpose as a non-fiduciary agent of the Borrowers, shall maintain a register of all such Participants, provided that such no Lender shall have any obligation to disclose all or any portion of the Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, with respect register to any participationPerson (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, than Loans or its participating Lender would have been entitled to receive, other obligations under any Loan Document) except to the extent that such entitlement disclosure is necessary to receive establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the Treasury regulations. The entries in the participant register shall be conclusive (absent manifest error), and the Borrowers and the Lenders shall treat each Person whose name is recorded in the participant register pursuant to the terms hereof as a greater payment results from participant for all purposes of this Agreement, notwithstanding notice to the contrary. For the avoidance of doubt, Agent (in its capacity as Agent) shall have no responsibility for maintaining a Change in Law that occurs after the Participant acquired the applicable participationparticipant register.

Permitted Participants; Effect. Subject to Section 12.3.3Any Lender may, in the ordinary course of its business and in accordance with Applicable Law, at any Lender may time sell to a financial institution Person ("“Participant"”) a participating interest in the rights and obligations of such Lender under any Loan Documents; provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for performance of such obligations, it such Lender shall remain the holder of its Loans and Commitments for all purposes, all amounts payable by Borrowers shall be determined as if it such Lender had not sold such participating interests, and Borrowers and Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree that each A Participant shall not be entitled to the benefits of Section 5.9 unless Borrowers agree otherwise in writing and unless such Participant shall have agreed to be treated as a Lender for purposes of, and subject to, Sections 3.75.9 and 5.10 and the definition of “Excluded Taxes”. In the event that a Lender sells participations in a Loan, 3.9such Lender, 5.8 as a non-fiduciary agent on behalf of Borrowers, shall maintain (or cause to be maintained) a register on which it enters the name of all participants in the Loan held by it (and 5.9 the principal amount (and stated interest thereon) of the portion of the Loan that is subject to such participations) (the requirements and limitations therein, “Participant Register”). No Lender shall have any obligation to disclose all or any portion of the Participant Register to any Borrower or any other Person (including the requirements existence or identity of any participant or any information relating to a participant’s interest in the Loans or other obligations under Section 5.9, it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lenderthis Agreement) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent that such entitlement disclosure is necessary to receive a greater payment results from a Change establish that such Loans or other obligations are in Law that occurs after registered form under Treas. Reg. Section 5f.103-1(c). A Loan (and the Note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant acquired Register (and each note shall expressly so provide). Any participation of such Loan (and the applicable participationnote, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register.

Permitted Participants; Effect. Subject to Section 12.3.3Any Lender may, in the ordinary course of its business and in accordance with Applicable Law, at any Lender may time sell to one or more banks or other financial institutions (each a financial institution ("Participant") a participating interest in any of the rights and obligations Obligations owing to such Lender, any Commitment of such Lender or any other interest of such Lender under any of the Loan Documents; provided that each Lender shall provide Borrowers with prior written notice . In the event of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, it such Lender shall remain the holder of its Loans and Commitments for all purposespurposes under the Loan Documents, all amounts payable by Borrowers the Borrower under this Agreement and any of the Notes shall be determined as if it such Lender had not sold such participating interests, and Borrowers the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under the Loan Documents. Each If a Lender sells a participation to a Person other than an Affiliate of such Lender, then such Lender shall be solely responsible for notifying its Participants of any matters under give prompt written notice thereof to the Loan Documents, and Agent Borrower and the other Lenders Administrative Agent. A Participant that would be a Foreign Lender if it were a Lender shall not have any obligation or liability to any such Participant. The Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.7, 3.9, 5.8 this Agreement unless the Borrower is notified of the participation sold to Participant and 5.9 (subject such Participant agrees in a written instrument reasonably acceptable to the requirements and limitations thereinBorrower, including for the requirements under benefit of Borrower, to comply with Section 5.9, it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lender) to the same extent 4.7 as if it though such Participant were a Lender Lender, and had acquired its interest by assignment pursuant to Section 12.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under complies with such Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, 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 participation4.7.

Permitted Participants; Effect. Subject Any Lender may, without the consent of, or notice to, the Borrower, the Administrative Agent or the Issuers, sell participations to Section 12.3.3one or more banks or other entities (a “Participant”), any Lender may sell to other than an Ineligible Institution, in all or a financial institution ("Participant") a participating interest in the rights and obligations portion of such Lender Lender’s rights and/or obligations under any Loan Documentsthis Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participationA) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents this Agreement shall remain unchanged, it ; (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; and (C) the Borrower, it shall remain the holder of its Loans Administrative Agent, the Issuers and Commitments for all purposes, all amounts payable by Borrowers shall be determined as if it had not sold such participating interests, and Borrowers and Agent the other Lenders shall continue to deal solely and directly with such Lender in connection with the Loan Documentssuch Lender’s rights and obligations under this Agreement. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall be solely responsible for notifying its Participants retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any matters under provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the Loan Documentsconsent of the Participant, and Agent and the other Lenders shall not have any obligation or liability agree to any amendment, modification or waiver described in the first proviso to Section 8.2 that affects such Participant. The Borrowers agree Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.73.1, 3.9, 5.8 3.2 and 5.9 3.5 (subject to the requirements and limitations therein, including the requirements under Section 5.9, Sections 3.5(vi) (it being understood that the documentation required under Section 5.9 Sections 3.5(vi) shall be delivered to the participating LenderLender and the information) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 Section 3.6 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 3.1 or 5.83.5, 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 Section 3.5(ii) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.1 as though it were a Lender; provided that such Participant agrees to be subject to Section 11.2 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 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.

Permitted Participants; Effect. Subject to Section 12.3.314.3.3, any Lender may sell to a financial institution ("“Participant"”) a participating interest in the rights and obligations of such Lender under any Loan Documents; provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it shall remain solely responsible to the other parties hereto for performance of such obligations, it shall remain the holder of its Loans and Commitments for all purposes, all amounts payable by Borrowers shall be determined as if it had not sold such participating interests, and Borrowers and Administrative Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Administrative Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.7, 3.9, 3.9 and 5.8 and 5.9 (subject to the requirements and limitations therein, including and the requirements under Section 5.9, 5.9 (it being understood that the documentation required under Section 5.9 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 12.314.3; provided that such Participant (A) agrees to be subject to the provisions of Sections Section 3.8 and 12.4 14.4 as if it were an assignee under Section 12.314.3; and (B) shall not be entitled to receive any greater payment under Section Sections 3.7 or and 5.8, 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 such Participant acquired the applicable participation.

Permitted Participants; Effect. Subject to Section 12.3.3Any Lender may, in the ordinary course of its business and in accordance with Applicable Law, at any Lender may time sell to a financial institution ("“Participant"”) a participating interest in the rights and obligations of such Lender under any Loan Documents; provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for performance of such obligations, it such Lender shall remain the holder of its Loans and Borrower Group Commitments for all purposes, all amounts payable by Borrowers Loan Parties within the applicable Loan Party Group shall be determined as if it such Lender had not sold such participating interests, and Borrowers Loan Parties within the applicable Loan Party Group and the Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and the Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree A Participant that each Participant would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Sections 3.7Section 5.8 unless Loan Party Agent agrees otherwise in writing. Each Lender that sells a participation shall, 3.9acting solely for this purpose as a non-fiduciary agent of the applicable Borrower, 5.8 maintain a register on which it enters the name and 5.9 address of each Participant and the principal amounts (subject to and stated interest) of each Participant’s interest in the requirements and limitations thereinLoans, including Letters of Credit or other obligations under the requirements under Section 5.9, it being understood that Loan Documents (the documentation required under Section 5.9 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 12.3“Participant Register”); provided that such no Lender shall have any obligation to disclose all or any portion of the Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, with respect Register to any participationPerson (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, than Loans, Letters of Credit or its participating Lender would have been entitled to receive, other obligations under any Loan Document) except to the extent that such entitlement disclosure is necessary to receive a greater payment results from a Change establish that such Commitment, Loan, Letter of Credit or other obligation is in Law that occurs after registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant acquired Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the applicable participationParticipant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

Permitted Participants; Effect. Subject to the terms set forth in this Section 12.3.313.2, any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to a financial institution one or more banks or other entities ("ParticipantPARTICIPANTS") a participating interests in any Loan owing to such Lender, any Revolving Loan Commitment of such Lender, any L/C Interest of such Lender or any other interest in the rights and obligations of such Lender under any the Loan Documents; provided that each Lender shall provide Borrowers with prior written notice Documents on a pro rata or non-pro rata basis. Notice of any such participation to the Borrower and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers Administrative Agent shall be required for prior to any participation becoming effective with respect to a Participant which is not a Lender or an Affiliate thereof. Upon receiving said notice, the Administrative Agent shall record the participation in the Register it maintains. Moreover, notwithstanding such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent recordation, such participation shall not be requiredconsidered an assignment under Section 13.3 of this Agreement and such Participant shall not be considered a Lender. Despite In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, it such Lender shall remain the holder owner of its all Loans and Commitments made by it for all purposespurposes under the Loan Documents, all amounts payable by Borrowers the Borrower under this Agreement shall be determined as if it such Lender had not sold such participating interests, and Borrowers the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters such Lender's rights and obligations under the Loan DocumentsDocuments except that, and Agent and for purposes of Article IV hereof, the other Participants shall be entitled to the same rights as if they were Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree that each provided no Participant shall be entitled to reimbursement under Article IV hereof for any amount which would exceed the benefits of Sections 3.7, 3.9, 5.8 and 5.9 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood amount that the documentation required under Section 5.9 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 12.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, with respect to any participation, than its participating Lender would have been entitled to receive, except payable by the Borrower to the extent such entitlement to receive a greater payment results Lender from a Change in Law that occurs after which the Participant acquired obtained its participation under the applicable participationcircumstances.

Permitted Participants; Effect. Subject to Section 12.3.3, any Any Lender may sell to a financial institution ("Participant") a participating interest in the rights and obligations of such Lender under at any Loan Documents; provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser time, without the consent of Borrowers shall be required for such sale of, or notice to, the Borrower or the Agent, sell participations to any Person (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice other than a natural Person, the Borrower or any of the proposed participation) Borrower’s Affiliates or Subsidiaries or, unless an Event of Default has occurred and is continuing continuing, (x) any Person that is not an Approved Financial Institution, or (y) to any Person that was a Disqualified Institution as of the date on which the Lender granting the participation entered into a binding agreement to grant a participation of all or a portion of its rights and obligations under this Agreement to such Person (unless the Borrower has consented to such participation in writing in its sole and absolute discretion, in which case the Borrowers' consent shall such Person will not be required. Despite any sale by considered a Lender Disqualified Institution for the purpose of participating interests to such participation)) (each, a “Participant, ”) in all or a portion of such Lender's ’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement and the other Loan Documents Documents, if any, shall remain unchanged, it (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, it (iii) such Lender shall remain the owner of its Outstanding Credit Exposure and the holder of its Loans and Commitments any Note issued to it in evidence thereof for all purposes, purposes under the Loan Documents and all amounts payable by Borrowers the Borrower under this Agreement shall be determined as if it such Lender had not sold such participating interestsinterest and (iv) the Borrower, the Agent and Borrowers and Agent Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the Loan Documents. Each avoidance of doubt, each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.7, 3.9, 5.8 and 5.9 (subject to the requirements and limitations therein, including the requirements indemnity under Section 5.9, it being understood that the documentation required under Section 5.9 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 12.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, 10.10 with respect to any participation, than payments made by such Lender to its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participationParticipant(s).

Permitted Participants; Effect. Subject to Section 12.3.3Any Lender may, in the ordinary course of its business and in accordance with applicable Law, at any Lender may time sell to a financial institution ("“Participant"”) a participating interest in the rights and obligations of such Lender under any Loan Documents; provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for performance of such obligations, it such Lender shall remain the holder of its Loans and Facility Commitments for all purposes, all amounts payable by Borrowers the Loan Parties within the applicable Loan Party Group shall be determined as if it such Lender had not sold such participating interests, and Borrowers the Loan Parties within the applicable Loan Party Group and Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree that each A Participant shall be entitled to the benefits of Sections 3.7Section 5.8 in the same manner as if the Participant acquired its interest by assignment, 3.9, 5.8 and 5.9 (subject to provided the Participant complies with the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under of Section 5.9 shall be delivered to the participating Lender) to the same extent as if it were a Lender. Each Lender and had acquired its interest by assignment pursuant that sells participations to Section 12.3; a Participant, acting solely for this purpose as a non-fiduciary agent of the Borrowers, shall maintain a register of all such Participants, provided that such no Lender shall have any obligation to disclose all or any portion of the Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, with respect register to any participationPerson (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, than Loans or its participating Lender would have been entitled to receive, other obligations under any Loan Document) except to the extent that such entitlement disclosure is necessary to receive establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the Treasury regulations. The entries in the participant register shall be conclusive (absent manifest error), and the Borrowers and the Lenders shall treat each Person whose name is recorded in the participant register pursuant to the terms -196- hereof as a greater payment results from participant for all purposes of this Agreement, notwithstanding notice to the contrary. For the avoidance of doubt, Agent (in its capacity as Agent) shall have no responsibility for maintaining a Change in Law that occurs after the Participant acquired the applicable participationparticipant register.

Permitted Participants; Effect. Subject Any Lender may, in the ordinary course of its business and in accordance with applicable law, (a) with contemporaneous notice to Section 12.3.3the Borrower, at any Lender may time sell to one or more banks or (b) with the consent of the Borrower, which consent shall not be unreasonably withheld, at any time sell to one or more other entities (each such bank or other entity being referred to herein as a financial institution ("Participant") a participating interests in any Loan owing to such Lender, any Note held by such Lender, any L/C Interest held by such Lender, the Commitment of such Lender or any other interest in the rights and obligations of such Lender under any the Loan Documents; provided provided, however, that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed a Participant is an Affiliate of such Lender or if a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case continuing, the Borrowers' consent of the Borrower shall not be required. Despite In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, it such Lender shall remain the holder of its Loans and Commitments any such Note for all purposespurposes under the Loan Documents, all amounts payable by Borrowers the Borrower under this Agreement shall be determined as if it such Lender had not sold such participating interests, and Borrowers the Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under the Loan Documents. Each Lender shall be solely responsible for notifying its Participants The participation agreement effecting the sale of any matters participating interest shall contain a representation by the Participant to the effect that none of the consideration used to make the purchase of the participating interest in the Commitment, Loans and L/C Interests under such participation agreement are "plan assets" as defined under ERISA and that the rights and interests of the Participant in and under the Loan Documents, and Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.7, 3.9, 5.8 and 5.9 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 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 12.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall Documents will not be entitled to receive any greater payment "plan assets" under Section 3.7 or 5.8, 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 participationERISA.

Permitted Participants; Effect. Subject (a) Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time sell to Section 12.3.3any Person (other than a natural person, a Defaulting Lender, the Company, Borrower or any Affiliate thereof)) (“Participant”) participating interests in any Revolving Credit Ratable Loan owing to such Lender, any Note held by such Lender, any Revolving Credit Commitment of such Lender may sell to a financial institution ("Participant") a participating or any other interest in the rights and obligations of such Lender under any the Loan Documents; provided that each . The consent of the Borrower and the Administrative Agent shall be required prior to a sale of a participating interest becoming effective with respect to a Participant (except a sale of a participating interest by a Lender shall provide Borrowers with prior written notice to its Affiliate or in the case of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given the Borrower only, a participating interest to another Lender or an Affiliate thereof); provided, however, that if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of a Default has occurred and is continuing in which case continuing, the Borrowers' consent of the Borrower shall not be required. Despite In the event of any such sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, it such Lender shall remain the holder owner of its Loans and Commitments the holder of any Note issued to it in evidence thereof for all purposespurposes under the Loan Documents, all amounts payable by Borrowers the Borrower under this Agreement shall be determined as if it such Lender had not sold such participating interests, and Borrowers the Borrower, the Company and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Xxxxxx’s rights and obligations under the Loan Documents. Each Lender Any consents of the Borrower or the Administrative Agent under this Section 13.2.1 shall not be unreasonably withheld or delayed; provided, that the Borrower shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Agent and the other Lenders shall not deemed to have any obligation or liability consented to any such Participant. The Borrowers agree that each Participant sale unless it shall be entitled object thereto by written notice to the benefits of Sections 3.7, 3.9, 5.8 and 5.9 Administrative Agent within eight (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 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 12.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, 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 8) calendar days after the Participant acquired the applicable participationhaving received written notice thereof.

Permitted Participants; Effect. Subject Any Lender may, without the consent of the Borrower, the Administrative Agent, the Issuing Banks or the Swing Line Bank, sell participations to Section 12.3.3, any Lender may sell to one or more banks or other entities (other than Disqualified Lenders) (a financial institution ("“Participant"”) in all or a participating interest in the portion of such Lender’s rights and obligations under this Agreement (including all or a portion of such Lender under any Loan Documentsits Commitments and the Loans owing to it); provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participationi) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents this Agreement shall remain unchanged, it (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligationsobligations and (iii) the Borrower, it shall remain the holder of its Loans Administrative Agent, the Issuing Banks and Commitments for all purposes, all amounts payable by Borrowers shall be determined as if it had not sold such participating interests, and Borrowers and Agent the other Lenders shall continue to deal solely and directly with such Lender in connection with the Loan Documentssuch Lender’s rights and obligations under this Agreement. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall be solely responsible for notifying its Participants retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any matters under provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the Loan Documentsconsent of the Participant, and Agent and the other Lenders shall not have any obligation or liability agree to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. The Borrowers agree Subject to paragraph (b) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.74.01, 3.94.02, 5.8 4.03, 4.04 and 5.9 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lender) 4.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.3; 13.03. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 as though it were a Lender, provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 Section 12.02 as if though it were an assignee under Section 12.3; and a Lender. (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, 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.b)

Permitted Participants; Effect. Subject to Section 12.3.313.3.3, any Lender may sell to a financial institution ("“Participant"”) a participating interest in the rights and obligations of such Lender under any Loan Documents; provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it shall remain solely responsible to the other parties hereto for performance of such obligations, it shall remain the holder of its Loans and Commitments for all purposes, all amounts payable by Borrowers shall be determined as if it had not sold such participating interestsinterests (except as provided below), and Borrowers and Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.7, 3.9, 5.8 3.9 and 5.9 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 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 12.313.3 (it being understood that the documentation required under Section 5.9.6 shall be delivered to the Lender who sells the participation); provided that such Participant (Aa) agrees to be subject to the provisions of Sections Section 3.8 and 12.4 as if it were an assignee under Section 12.3; 13.3 and (Bb) shall not be entitled to receive any greater payment under Section Sections 3.7 or 5.8and 5.9, with respect to any participation, than its participating the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at Borrowers’ request and expense, to use reasonable efforts to cooperate with Borrowers to effectuate the provisions of Section 3.8 with respect to any Participant. Each Lender that sells a participation shall, acting solely for this purpose as an agent of Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the 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 notwithstanding any notice to the contrary: For the avoidance of doubt, the Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register.

Permitted Participants; Effect. Subject Any Lender may, in the ordinary course of its business and in accordance with Applicable Law, at any time, without notice to Section 12.3.3or any requirement to obtain the consent of the Obligors, any Lender may sell to a financial institution other than a Defaulting Lender or a Disqualified Institution ("“Participant"”) a participating interest in the rights and obligations of such Lender under any Loan Documents; provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be requiredthis Agreement. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents this Agreement shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for performance of such obligations, it such Lender shall remain the holder of its Revolver Loans and Revolver Commitments for all purposes, all amounts payable by Borrowers the Obligors shall be determined as if it such Lender had not sold such participating interests, and Borrowers the Obligors and the Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and the Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers Subject to the next succeeding sentence, the Obligors agree that each Participant shall be entitled to the benefits of Sections 3.7, 3.9, Section 3.6 and Section 5.8 and 5.9 (subject to the limitations and requirements of such Section and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 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 12.3; provided that such ). A Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, with respect amount pursuant to any participation, such Sections than its participating the Applicable Lender would have been entitled to receivereceive in respect of the amount of the participation transferred by such Lender to such Participant, except unless the sale of the participation to such Participant is made with the extent Lead Borrower’s prior written consent (not to be unreasonably withheld or delayed), which written consent shall specifically acknowledge that such entitlement consent is pursuant to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation.this Section

Permitted Participants; Effect. Subject to the terms set forth in this Section 12.3.314.2, any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to a financial institution one or more banks or other entities ("ParticipantPARTICIPANTS") a participating interests in any Loan owing to such Lender, the Commitment of such Lender, any L/C Interest of such Lender or any other interest in the rights and obligations of such Lender under any the Loan Documents; provided that each Lender shall provide Borrowers with prior written notice Documents on a pro rata or non-pro rata basis. Notice of any such participation to the Company and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers Administrative Agent shall be required for prior to any participation becoming effective with respect to a Participant which is not a Lender, Designated Lender or an Affiliate thereof. Upon receiving said notice, the Administrative Agent shall record the participation in the Register it maintains. Moreover, notwithstanding such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent recordation, such participation shall not be requiredconsidered an assignment under Section 14.3 of this Agreement and such Participant shall not be considered a Lender. Despite In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, it such Lender shall remain the holder owner of its all Loans and Commitments made by it for all purposespurposes under the Loan Documents, all amounts payable by Borrowers the applicable Borrower under this Agreement shall be determined as if it such Lender had not sold such participating interests, and Borrowers the applicable Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters such Lender's rights and obligations under the Loan DocumentsDocuments except that, and Agent and for purposes of Article IV hereof, the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree that each Participant Participants shall be entitled to the benefits of Sections 3.7, 3.9, 5.8 and 5.9 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lender) to the same extent rights as if it they were a Lender and had acquired its interest by assignment pursuant to Section 12.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, 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 participationLenders.

Permitted Participants; Effect. Subject to Section 12.3.3Any Lender may at any time, sell participating interests in any Outstanding Credit Exposure of such Lender, any Note held by such Lender, any Commitment of such Lender may sell to a financial institution ("Participant") a participating or any other interest in the rights and obligations of such Lender under the Loan Documents to any Loan Documents; provided that each Lender shall provide Borrowers with prior written Person (other than the General Partner, the Borrower or any of their Affiliates, a natural person or a Defaulting Lender), without notice of any participation and if the proposed Participant is a vulture fund to or distressed debt purchaser the consent of Borrowers shall be required for the Borrower, the Administrative Agent or the Issuing Banks. Any Person to whom such sale (which consent shall be deemed given if no objection a participating interest is made by Borrowers within ten Business Days after receipt sold is a “Participant”. In the event of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any such sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, it such Lender shall remain the holder of its Loans and Commitments any such Note for all purposes, all amounts payable by Borrowers shall be determined as if it had not sold such participating interestspurposes under the Loan Documents, and Borrowers the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.74.1, 3.94.2, 5.8 4.4 and 5.9 4.5 (subject to the requirements and limitations therein, including the requirements under Section 5.9, Sections 4.5(f) and (g) (it being understood that the documentation required under Section 5.9 4.5(f) shall be delivered to the participating LenderLender and the information and documentation required under Section 4.5(g) will be delivered to the Borrower and the Administrative Agent)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.313.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 4.6 and 12.4 4.7 as if it were an assignee under Section 12.3; 13.3 and (B) shall not be entitled to receive any greater payment under Section 3.7 Sections 4.1, 4.2 or 5.84.5, 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 Section 4.7 with respect to any Participant.

Permitted Participants; Effect. Subject to Section 12.3.3Any Lender may, in the ordinary course of its business and in accordance with Applicable Law, at any Lender may time sell to a financial institution ("“Participant"”) a participating interest in the rights and obligations of such Lender under any Loan Documents; provided that each Lender shall provide Borrowers with prior written Documents without notice of any participation and if the proposed Participant is a vulture fund to or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be requiredAgent or any Loan Party. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for performance of such obligations, it such Lender shall remain the holder of its Loans and Borrower Group Commitments for all purposes, all amounts payable by Borrowers Loan Parties within the applicable Loan Party Group shall be determined as if it such Lender had not sold such participating interests, and Borrowers Loan Parties within the applicable Loan Party Group and the Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and the Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree A Participant that each Participant would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Sections 3.7, 3.9, Section 3.7 or 5.8 and 5.9 (subject unless Loan Party Agent agrees otherwise to the requirements grant of such participating Interest. 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 limitations thereinaddress of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans, including Letters of Credit or other obligations under the requirements under Section 5.9, it being understood that Loan Documents (the documentation required under Section 5.9 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 12.3“Participant Register”); provided that such no Lender shall have any obligation to disclose all or any portion of the Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, with respect Register to any participationPerson (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, than Loans, Letters of Credit or its participating Lender would have been entitled to receive, other obligations under any Loan Document) except to the extent that such entitlement disclosure is necessary to receive a greater payment results from a Change establish that such Commitment, Loan, Letter of Credit or other obligation is in Law that occurs after registered form under Section 5f.103 1(c) of the United States Treasury Regulations. The entries in the Participant acquired Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the applicable participationParticipant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

Permitted Participants; Effect. Subject to Section 12.3.3Any Lender may, in the ordinary course of its business and in accordance with Applicable Law, at any Lender may time sell to a financial institution ("“Participant"”) a participating interest in the rights and obligations of such Lender under any Loan Documents; provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's Xxxxxx’s obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for performance of such obligations, it such 215 Lender shall remain the holder of its Loans and (if applicable) Revolver Commitments for all purposes, all amounts payable by Borrowers Loan Parties within the applicable Loan Party Group shall be determined as if it such Lender had not sold such participating interests, and Borrowers Loan Parties within the applicable Loan Party Group and Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Loan Parties, Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree A Participant that each Participant would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Sections 3.7, 3.9, Section 5.8 and 5.9 unless it agrees to comply with Section 5.8 as if it were a Lender (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the any documentation required under Section 5.9 5.8 shall be delivered to the participating 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 in the United States 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, Letters of Credit 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 same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, with respect Register to any participationPerson (including the identity of any Participant or any information relating to a Participant’s interest in any Revolver Commitments, than Loans, Letters of Credit or its participating Lender would have been entitled to receive, other obligations under any Loan Document) except to the extent that such entitlement disclosure is necessary to receive a greater payment results from a Change establish that such Revolver Commitment, Loan, Letter of Credit or other obligation is in Law that occurs after registered form under United States Treasury Regulations Section 5f.103-1(c) and Proposed Treasury Regulations Section 1.163-5(b) (or, in each case, any amended or successor version). The entries in the Participant acquired Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the applicable participationParticipant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

Permitted Participants; Effect. Subject to the terms set forth in this Section 12.3.313.2, any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to a financial institution one or more banks or other entities ("ParticipantParticipants") a participating interests in any Loan owing to such Lender, any Note held by such Lender, any Commitment of such Lender, any L/C Interest of such Lender or any other interest in the rights and obligations of such Lender under any the Loan DocumentsDocuments on a pro-rata or non-pro-rata basis; provided that each Lender shall provide Borrowers with without the prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers the Administrative Agent, the amount of such participation shall not be for less than $5,000,000. Notice of such participation to Brightpoint and the Administrative Agent shall be required for prior to any participation becoming effective with respect to a Participant which is not a Lender or an Affiliate thereof. In the event of any such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, it such Lender shall remain the holder of its Loans and Commitments any such Note for all purposespurposes under the 125 135 Loan Documents, all amounts payable by the Borrowers and Guarantors under this Agreement shall be determined as if it such Lender had not sold such participating interests, and Borrowers the Borrowers, Guarantors and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters such Lender's rights and obligations under the Loan DocumentsDocuments except that, and Agent and for purposes of Article III hereof, the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree that each Participant Participants shall be entitled to the benefits of Sections 3.7, 3.9, 5.8 and 5.9 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lender) to the same extent rights as if it they were a Lender and had acquired its interest by assignment pursuant to Section 12.3Lenders; provided however that such no Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, with respect to any participation, such Article III than its participating the Lender would have been entitled to receive, except receive with respect to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participationrights participated.

Permitted Participants; Effect. Subject Any Lender may, without the consent of the Borrower or the Agent, sell participations to Section 12.3.3, any Lender may sell to one or more banks or other entities (a financial institution ("“Participant"”) in all or a participating interest in the portion of such Lender’s rights and obligations under this Agreement (including all or a portion of such Lender under any Loan Documentsits Commitment and the Loans owing to it); provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participationA) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents this Agreement shall remain unchanged, it (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligationsobligations and (C) the Borrower, it shall remain the holder of its Loans Agent and Commitments for all purposes, all amounts payable by Borrowers shall be determined as if it had not sold such participating interests, and Borrowers and Agent the other Lenders shall continue to deal solely and directly with such Lender in connection with the Loan Documentssuch Lender’s rights and obligations under this Agreement. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall be solely responsible for notifying its Participants retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any matters under provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the Loan Documentsconsent of the Participant, and Agent and the other Lenders shall not have any obligation or liability agree to any amendment, modification or waiver described in the proviso to Section 8.2 that affects such Participant. The Borrowers agree Subject to Section 12.2.2, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.73.1, 3.9, 5.8 3.4 and 5.9 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lender) 3.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to this Article. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.3; 11.1 as though it were a Lender, provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 Section 11.2 as if though it were an assignee under a Lender, and provided further that each Lender shall retain the right of setoff provided in Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, 11.1 with respect to the amount of participating interests sold to each Participant. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 11.1, agrees to share with each Lender, any participation, than its participating Lender would have been entitled to receive, except amount received pursuant to the extent exercise of its right of setoff, such entitlement amounts to receive be shared in accordance with Section 11.2 as if each Participant were a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participationLender.

Permitted Participants; Effect. Subject to Section 12.3.3Any Lender may, in the ordinary course of its business and in accordance with Applicable Law, at any Lender may time sell to a financial institution other than a Defaulting Lender ("a “Participant"”) a participating interest in the rights and obligations of such Lender under any Loan Documents; provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for performance of such obligations, it such Lender shall remain the holder of its Loans and Commitments for all purposes, all amounts payable by Borrowers shall be determined as if it such Lender had not sold such participating interests, and Borrowers and each Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and each Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree Subject to the following sentence, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.7Section 2.06(jk), 3.9Section 2.12, 5.8 Section 2.13, Section 2.15, Section 2.16, Section 2.21, and 5.9 Section 7.10 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lenderof those Sections) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (c) of this Section 12.3(and such Participant shall be deemed to be a Lender for purposes of the definition of Excluded Taxes); provided that a Participant shall not be entitled to such Participant benefits unless (A) agrees to be subject to such Participant and its respective participation are recorded in the provisions of Sections 3.8 and 12.4 Register in accordance with Section 11.04(d) as if it such Participant were an assignee under Section 12.3; a Lender and (B) such 358 1096351.01A-CHISR01A1096355.04J-CHISR01A - MSW Participant complies with Section 2.15 as if such Participant were a Lender. A Participant shall not be entitled to receive any greater payment under Section 3.7 or 5.82.06(jk), with respect to any participationSection 2.12, Section 2.13, Section 2.15, Section 2.16, Section 2.21, and Section 7.10 than its participating the applicable Lender would have been entitled to receive, except receive with respect to the extent participation sold to such entitlement Participant, unless the sale of the participation to receive a greater payment results from a Change in Law that occurs after the such Participant acquired the applicable participationis made with Administrative Borrower’s prior written consent.

Permitted Participants; Effect. Subject (a) Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time sell (i) to Section 12.3.3any Person participating interests in any Competitive Bid Loan held by such Lender, and (ii) to any Person (other than a natural person, the Company, Borrower or any Affiliate there- of)) (“Participant”) participating interests in any Ratable Loan owing to such Lender, any Note held by such Lender, any Revolving Commitment of such Lender may sell to a financial institution ("Participant") a participating or any other interest in the rights and obligations of such Lender under any the Loan Documents; provided that each . The consent of the Borrower and the Administrative Agent shall be required prior to a sale of a participating interest described in clause (ii) above becoming effective with respect to a Participant (except a sale of a participating interest by a Lender shall provide Borrowers with prior written notice to its Affiliate or in the case of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given the Borrower only, a participating interest to another Lender or an Affiliate thereof); provided, however, that if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of a Default has occurred and is continuing in which case continuing, the Borrowers' consent of the Borrower shall not be required. Despite In the event of any such sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, it such Lender shall remain the holder owner of its Loans and Commitments the holder of any Note issued to it in evidence thereof for all purposespurposes under the Loan Documents, all amounts payable by Borrowers the Borrower under this Agreement shall be determined as if it such Lender had not sold such participating interests, and Borrowers the Borrower, the Company and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents. Each Lender Any consents of the Borrower or the Administrative Agent under this Section 13.2.1 shall not be unreasonably withheld or delayed, provided, that the Borrower shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Agent and the other Lenders shall not deemed to have any obligation or liability consented to any such Participant. The Borrowers agree that each Participant sale unless it shall be entitled object thereto by written notice to the benefits of Sections 3.7, 3.9, 5.8 and 5.9 Administrative Agent within eight (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 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 12.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, 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 8) calendar days after the Participant acquired the applicable participationhaving received written notice thereof.

Permitted Participants; Effect. Subject to Section 12.3.3Any Lender may, in the ordinary course of its business and in accordance with Applicable Law, at any Lender may time sell to a financial institution other than a Defaulting Lender ("a “Participant"”) a participating interest in the rights and obligations of such Lender under any Loan Documents; provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's Xxxxxx’s obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for performance of such obligations, it such Lender shall remain the holder of its Loans and Commitments for all purposes, all amounts payable by Borrowers shall be determined as if it such Lender had not sold such participating interests, and Borrowers and each Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and each Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree Subject to the following sentence, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.7Section 2.06(k), 3.9Section 2.12, 5.8 Section 2.13, Section 2.15, Section 2.16, Section 2.21, and 5.9 Section 7.10 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lenderof those Sections) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (c) of this Section 12.3(and such Participant shall be deemed to be a Lender for purposes of the definition of Excluded Taxes); provided that a Participant shall not be entitled to such Participant benefits unless (A) agrees to be subject to such Participant and its respective participation are recorded in the provisions of Sections 3.8 and 12.4 Register in accordance with Section 11.04(d) as if it such Participant were an assignee under Section 12.3; a Lender and (B) such Participant complies with Section 2.15 as if such Participant were a Lender. A Participant shall not be entitled to receive any greater payment under Section 3.7 or 5.82.06(k), with respect to any participationSection 2.12, Section 2.13, Section 2.15, Section 2.16, Section 2.21, and Section 7.10 than its participating the applicable Lender would have been entitled to receive, except receive with respect to the extent participation sold to such entitlement Participant, unless the sale of the participation to receive a greater payment results from a Change in Law that occurs after the such Participant acquired the applicable participationis made with Administrative Borrower’s prior written consent.

Permitted Participants; Effect. Subject to Section 12.3.3Any Lender may, in the ordinary course of its business and in accordance with Applicable Law, at any Lender may time sell to a financial institution other than a Defaulting Lender ("a “Participant"”) a participating interest in the rights and obligations of such Lender under any Loan Documents; provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for performance of such obligations, it such Lender shall remain the holder of its Loans and Commitments for all purposes, all amounts payable by Borrowers shall be determined as if it such Lender had not sold such participating interests, and Borrowers and each Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and each Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree Subject to the following sentence, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.7Section 2.06(j), 3.9Section 2.12, 5.8 Section 2.13, Section 2.15, Section 2.16, Section 2.21, and 5.9 Section 7.10 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lenderof those Sections) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (c) of this Section 12.3(and such Participant shall be deemed to be a Lender for purposes of the definition of Excluded Taxes); provided that a Participant shall not be entitled to such Participant benefits unless (A) agrees to be subject to such Participant and its respective participation are recorded in the provisions of Sections 3.8 and 12.4 Register in accordance with Section 11.04(c) as if it such Participant were an assignee under Section 12.3; a Lender and (B) such Participant 240 complies with Section 2.15 as if such Participant were a Lender. A Participant shall not be entitled to receive any greater payment under Section 3.7 or 5.82.06(j), with respect to any participationSection 2.12, Section 2.13, Section 2.15, Section 2.16, Section 2.21, and Section 7.10 than its participating the applicable Lender would have been entitled to receive, except receive with respect to the extent participation sold to such entitlement Participant, unless the sale of the participation to receive a greater payment results from a Change in Law that occurs after the such Participant acquired the applicable participationis made with Administrative Borrower’s prior written consent.

Permitted Participants; Effect. Subject to Section 12.3.3Any Lender may, in the ordinary course of its business and in accordance with Applicable Law, at any Lender may time sell to a financial institution Person ("“Participant"”) a participating interest in the rights and obligations of such Lender under any Loan Documents; provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for performance of such obligations, it such Lender shall remain the holder of its Loans and Commitments for all purposes, all amounts payable by Borrowers shall be determined as if it such Lender had not sold such participating interests, and Borrowers and Collateral Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Collateral Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree that each A Participant shall not be entitled to the benefits of Section 5.7 unless Borrowers agree otherwise in writing and unless such Participant shall have agreed to be treated as a Lender for purposes of, and subject to, Sections 3.75.6 and 5.7 and the definition of “Excluded Taxes”. In the event that a Lender sells participations in a Loan, 3.9such Lender, 5.8 as a non-fiduciary agent on behalf of Borrowers, shall maintain (or cause to be maintained) a register on which it enters the name of all participants in the Loan held by it (and 5.9 the principal amount (and stated interest thereon) of the portion of the Loan that is subject to such participations) (the requirements and limitations therein, “Participant Register”). No Lender shall have any obligation to disclose all or any portion of the Participant Register to any Borrower or any other Person (including the requirements existence or identity of any participant or any information relating to a participant’s interest in the Loans or other obligations under Section 5.9, it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lenderthis Agreement) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent that such entitlement disclosure is necessary to receive a greater payment results from a Change establish that such Loans or other obligations are in Law that occurs after registered form under Treas. Reg. Section 5f.l03-l(c). A Loan (and the Note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant acquired Register (and each note shall expressly so provide). Any participation of such Loan (and the applicable participationnote, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register.

Permitted Participants; Effect. Subject Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time sell to Section 12.3.3one or more banks or other entities that are not Ineligible Institutions or competitors of the Borrower or any Subsidiary in any of their respective lines of business (“Participants”) participating interests in any Loan owing to such Lender, any Note held by such Lender, any Commitment of such Lender, any L/C Interest of such Lender may sell to a financial institution ("Participant") a participating or any other interest in the rights and obligations of such Lender under any the Loan Documents; provided that each Lender shall provide Borrowers with prior written notice . In the event of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, it such Lender shall remain the holder owner of its Loans and Commitments L/C Interests and the holder of any Note issued to it in evidence thereof for all purposespurposes under the Loan Documents, all amounts payable by Borrowers the Borrower under this Agreement shall be determined as if it such Lender had not sold such participating interests, and Borrowers the Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters such Lender’s rights and obligations under the Loan Documents; provided, and Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree however, that each Participant shall be entitled to the benefits of Sections 3.7, 3.9, 5.8 and 5.9 comply with Section 3.5 as though it were a Lender (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 3.5 shall be delivered to the participating Lender). In addition, each Lender that sells a participation shall, acting for this purpose only as 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) to of each participant’s interest in the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.3Loans or other obligations under the Loan Documents (the “Participant Register”); provided that such no Lender shall have any obligation to disclose all or any portion of the Participant Register (Aincluding the identity of any Participant or any information relating to a Participant's interest in any Commitments, Loans, L/C Interests or its other obligations under any Loan Document) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, with respect to any participation, than its participating Lender would have been entitled to receive, Person except to the extent that such entitlement disclosure is necessary to receive a greater payment results from a Change establish that such Commitment, Loan, L/C Interest or other obligation is in Law that occurs after registered form under Section 5f.103-1(c) of the United States Treasury Regulations.. The entries in the Participant acquired Register shall be conclusive, in the applicable participationabsence of manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Credit Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Permitted Participants; Effect. Subject Any Lender may, in the ordinary course of its business and in accordance with applicable law, with contemporaneous notice to Section 12.3.3the Borrower, at any Lender may time sell to one or more banks or one or more other entities (each such bank or other entity being referred to herein as a financial institution ("Participant") a participating interests in all or any part of any Loan owing to such Lender, any Note held by such Lender, any L/C Interest held by such Lender, the Commitment of such Lender or any other interest in the rights and obligations of such Lender under any the Loan Documents; provided that each Lender shall provide Borrowers with prior written notice . In the event of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, it such Lender shall remain the holder of its Loans and Commitments any such Note for all purposespurposes under the Loan Documents, all amounts payable by Borrowers the Borrower under this Agreement shall be determined as if it such Lender had not sold such participating interests, and Borrowers the Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.73.1, 3.9, 5.8 3.2 and 5.9 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lender) 3.4 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.3; provided that such . A Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8Sections 3.1, with respect to any participation, 3.2 and 3.4 than its participating the applicable Lender would have been entitled to receive, except receive with respect to the extent participation sold to such entitlement Participant, unless the sale of the participation to such Participant is made with the Borrower's prior written consent. In addition, a Participant shall not be entitled to receive the benefits of Section 3.1(a) in the event that such Participant has not complied with the requirements of Section 2.18, if applicable. The participation agreement effecting the sale of any participating interest shall contain a greater payment results from a Change in Law that occurs after representation by the Participant acquired to the applicable participationeffect that none of the consideration used to make the purchase of the participating interest in the Commitment, Loans and L/C Interests under such participation agreement are "plan assets" as defined under ERISA and that the rights and interests of the Participant in and under the Loan Documents will not be "plan assets" under ERISA.

Permitted Participants; Effect. Subject (a) Lender may, in accordance with applicable law, at any time, upon at least [***] Business Days’ prior written notice to Section 12.3.3the Borrower, any Lender may sell to a financial institution one or more entities ("Participant"“Participants”) a participating interests in this Agreement, its agreement to make Advances, or any other interest in of Lender hereunder and under the rights and obligations of such Lender under any Loan other Facility Documents; provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be requiredrequired to provide advance notice to Borrower with respect to participating interests to the Federal Reserve Bank. Despite In the event of any such sale by a Lender of participating interests to a Participant, such Lender's Xxxxxx’s obligations under the Loan Documents this Agreement to Borrower shall remain unchanged, it Lender shall remain solely responsible to for the other parties hereto for performance of such obligations, it shall remain the holder of its Loans thereof and Commitments for all purposes, all amounts payable by Borrowers shall be determined as if it had not sold such participating interests, and Borrowers and Agent Borrower shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters Xxxxxx’s rights and obligations under the Loan Documents, and Agent this Agreement and the other Lenders Facility Documents. Borrower agrees that if amounts outstanding under this Agreement are due or unpaid, or shall not have any obligation been declared or liability to any such Participant. The Borrowers agree that shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be entitled deemed to have the benefits right of Sections 3.7, 3.9, 5.8 and 5.9 (subject to the requirements and limitations therein, including the requirements set-off in respect of its participating interest in amounts owing under Section 5.9, it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lender) this Agreement to the same extent as if the amount of its participating interest were owing directly to it were as a Lender and had acquired its interest by assignment pursuant to Section 12.3under this Agreement; provided provided, that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not only be entitled to receive any greater payment under Section 3.7 or 5.8, with respect such right of set-off if it shall have agreed in the agreement pursuant to any participation, than which it shall have acquired its participating interest to share with Lender would have been entitled to receivethe proceeds thereof. For the avoidance of doubt, except any amounts that are set-off pursuant to the extent such entitlement foregoing shall pay, prepay, repay, discharge or otherwise satisfy the obligations owed to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participationParticipant and Lender by the Borrower in an amount equal to the amount of such set-off. Lender, acting solely for this purpose as an agent of Borrower, shall maintain a register on which it enters the name and address of each Participant and each Lender assignee and the principal amounts (and stated interest) of each Participant’s and each Lender assignee, assignee’s interest in the rights and obligations under this Agreement and related Facility Documents (the “Register”) The entries in the Register shall be conclusive absent manifest error, and Borrower and its Affiliates and Lender shall treat each person whose name is recorded in the Register as the owner of the related participation or assignment for purposes of this Agreement. The Register shall be available for inspection by Borrower, Lender and other parties hereto at any reasonable time and from time to time upon reasonable prior notice.

Permitted Participants; Effect. Subject to Section 12.3.313.3.3, any Lender may sell to a financial institution ("“Participant"”) a participating interest in the rights and obligations of such Lender under any Loan Documents; provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it shall remain solely responsible to the other parties hereto for performance of such obligations, it shall remain the holder of its Loans and Commitments for all purposes, all amounts payable by Borrowers Borrower shall be determined as if it had not sold such participating interests, and Borrowers Borrower and Administrative Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Administrative Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.7, 3.9, 5.8 3.7 and 5.9 (subject to the requirements and limitations thereinof such Sections and Section 5.10; provided, including the requirements under Section 5.9, it being understood that the any documentation required under Section 5.9 5.10 shall be delivered solely to the applicable participating Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.3; provided that such 13.1. A Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, with respect to any participation, 5.9 than its participating the applicable Lender would have been entitled to receivereceive 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 occurring after the Participant acquired sale of 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 Sections 3.8 and 13.4 with respect to any Participant.

Permitted Participants; Effect. Subject Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time sell to Section 12.3.3one or more banks or other entities ("PARTICIPANTS") participating interests in any Loan owing to such Lender, any Note held by such Lender, any Revolving Loan Commitment of such Lender, any L/C Interest of such Lender may sell to a financial institution ("Participant") a participating or any other interest in the rights and obligations of such Lender under any the Loan DocumentsDocuments on a pro-rata basis; provided PROVIDED that each Lender shall provide Borrowers with prior written notice the amount of any such participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be requiredfor less than $5,000,000. Despite any sale by If a Lender makes any such sale of participating interests to a Participant, such Lender's obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, it such Lender shall remain the holder of its Loans and Commitments any such Note for all purposespurposes under the Loan Documents, all amounts payable by Borrowers the Borrower under this Agreement shall be determined as if it such Lender had not sold such participating interests, and Borrowers the Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters such Lender's rights and obligations under the Loan DocumentsDocuments except that, and Agent and for purposes of ARTICLE III hereof, the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree that each Participant Participants shall be entitled to the benefits of Sections 3.7, 3.9, 5.8 and 5.9 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lender) to the same extent rights as if it they were Lenders; PROVIDED, HOWEVER, that a Lender and had acquired its interest by assignment pursuant to Section 12.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, with respect payments pursuant to any participation, than its participating Lender ARTICLE III in excess of those which would have been entitled to receive, except paid to the extent Lender from which such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participationits interest.

Permitted Participants; Effect. Subject to Section 12.3.3Any Lender may, in the ordinary course of its business and in accordance with Applicable Law, at any Lender may time sell to a financial institution ("“Participant"”) a participating interest in the rights and obligations of such Lender under any Loan Documents; provided that each Lender shall provide Borrowers with prior written Documents without notice of any participation and if the proposed Participant is a vulture fund to or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be requiredAgent or any Loan Party. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for performance of such obligations, it such Lender shall remain the holder of its Loans and Borrower Group Commitments for all purposes, all amounts payable by Borrowers Loan Parties within the applicable Loan Party Group shall be determined as if it such Lender had not sold such participating interests, and Borrowers Loan Parties within the applicable Loan Party Group and the Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and the Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree A Participant that each Participant would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Sections 3.7, 3.9, Section 3.7 or Section 5.8 and 5.9 (subject unless Loan Party Agent agrees otherwise in writing to the requirements grant of such participating interest. 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 limitations thereinaddress of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans, including Letters of Credit or other obligations under the requirements under Section 5.9, it being understood that Loan Documents (the documentation required under Section 5.9 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 12.3“Participant Register”); provided that such no Lender shall have any obligation to disclose all or any portion of the Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, with respect Register to any participationPerson (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, than Loans, Letters of Credit or its participating Lender would have been entitled to receive, other obligations under any Loan Document) except to the extent that such entitlement disclosure is necessary to receive a greater payment results from a Change establish that such Commitment, Loan, Letter of Credit or other obligation is in Law that occurs after registered form under Section 5f.103 1(c) of the United States Treasury Regulations. The entries in the Participant acquired Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the applicable participationParticipant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

Permitted Participants; Effect. Subject Any Lender may, without the consent of the Borrower, the Administrative Agent or the Issuing Banks, sell participations to Section 12.3.3, any Lender may sell to one or more banks or other entities (other than Disqualified Lenders) (a financial institution ("“Participant"”) in all or a participating interest in the portion of such Lender’s rights and obligations under this Agreement (including all or a portion of such Lender under any Loan Documentsits Commitments and the Loans owing to it); provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participationi) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents this Agreement shall remain unchanged, it (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligationsobligations and (iii) the Borrower, it shall remain the holder of its Loans Administrative Agent, the Issuing Banks and Commitments for all purposes, all amounts payable by Borrowers shall be determined as if it had not sold such participating interests, and Borrowers and Agent the other Lenders shall continue to deal solely and directly with such Lender in connection with the Loan Documentssuch Lender’s rights and obligations under this Agreement. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall be solely responsible for notifying its Participants retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any matters under provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the Loan Documentsconsent of the Participant, and Agent and the other Lenders shall not have any obligation or liability agree to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. The Borrowers agree Subject to paragraph (b) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.74.01, 3.94.02, 5.8 4.03, 4.04 and 5.9 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lender) 4.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.3; 13.03. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 as though it were a Lender, provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 Section 12.02 as if though it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, 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.

Permitted Participants; Effect. Subject to the terms set forth in this Section 12.3.313.2, any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to a financial institution one or more banks or other entities ("Participant"“Participants”) a participating interests in any Loan owing to such Lender or any Commitment of such Lender or any other interest in the rights and obligations of such Lender under any the Loan Documents; provided that each Lender shall provide Borrowers with prior written notice . In the event of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, it such Lender shall remain the holder owner of its all Loans and Commitments for all purposespurposes under the Loan Documents, all amounts payable by Borrowers any Borrower under this Agreement shall be determined as if it such Lender had not sold such participating interests, and Borrowers such Borrower and the Global Administrative Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters such Lender’s rights and obligations under the Loan DocumentsDocuments except that, and Agent and for purposes of Article III hereof, the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree that each Participant Participants shall be entitled to the benefits of Sections 3.7, 3.9, 5.8 and 5.9 same rights as if they were Lenders (subject to the requirements and limitations thereinset forth in Article III, including the requirements under Section 5.9, 3.5(iv) (it being understood that the documentation required under Section 5.9 3.5(iv) 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 12.313.3; provided however that such no Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, with respect to any participation, Article III than its participating the Lender would have been entitled to receivereceive with respect to the rights participated. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Companies, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in the obligations under any Loan Document) except to the extent that such entitlement disclosure is necessary to receive a greater payment results from a Change establish that such interest is in Law that occurs after registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant acquired Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the applicable participationParticipant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

Permitted Participants; Effect. Subject to the terms set forth in this Section 12.3.313.2, any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to a financial institution one or more banks or other entities ("ParticipantPARTICIPANTS") a participating interests in any Loan owing to such Lender, any Note held by such Lender, any Commitment of such Lender, any L/C Interest of such Lender or any other interest in the rights and obligations of such Lender under any the Loan DocumentsDocuments on a pro-rata or non-pro-rata basis; provided that each Lender shall provide Borrowers with without the prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers the Administrative Agent, the amount of such participation shall not be for less than $5,000,000. Notice of such participation to Brightpoint and the Administrative Agent shall be required for prior to any participation becoming effective with respect to a Participant which is not a Lender or an Affiliate thereof. In the event of any such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, it such Lender shall remain the holder of its Loans and Commitments any such Note for all purposespurposes under the Loan Documents, all amounts payable by the Borrowers and Guarantors under this Agreement shall be determined as if it such Lender had not sold such participating interests, and Borrowers the Borrowers, Guarantors and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters such Lender's rights and obligations under the Loan DocumentsDocuments except that, and Agent and for purposes of Article III hereof, the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree that each Participant Participants shall be entitled to the benefits of Sections 3.7, 3.9, 5.8 and 5.9 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lender) to the same extent rights as if it they were a Lender and had acquired its interest by assignment pursuant to Section 12.3Lenders; provided however that such no Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, with respect to any participation, such Article III than its participating the Lender would have been entitled to receive, except receive with respect to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participationrights participated.

Permitted Participants; Effect. Subject to Section 12.3.3Any Lender may at any time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Defaulting Lender may sell to or any Borrower or any of the Borrowers’ Affiliates or Subsidiaries) (each, a financial institution ("“Participant"”) in all or a participating interest in the rights and obligations portion of such Lender Lender’s rights and/or obligations under any Loan Documentsthis Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in Swing Loans) owing to it); provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participationa) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents this Agreement shall remain unchanged, it (b) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, it shall remain (c) the holder of its Loans and Commitments for all purposesBorrowers, all amounts payable by Borrowers shall be determined as if it had not sold such participating intereststhe Administrative Agent, and Borrowers 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 (d) except in the Loan Documentscase of any such participation sold to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, each such participation shall be in an amount of not less than U.S.$10,000,000, or shall be in an amount of such Lender’s entire remaining Commitment and the Loans at the time owing to it. Each For the avoidance of doubt, each Lender shall be solely responsible for notifying its Participants the indemnity under Section 9.6(c) without regard to the existence of any matters under participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the Loan Documentssole right to enforce this Agreement and to approve any amendment, and Agent and modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the other Lenders shall not have any obligation or liability consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 8.3 that affects such Participant. The Borrowers agree Subject to Section 13.2.2, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.73.1, 3.9, 5.8 3.4 and 5.9 (subject 3.5 to the requirements same extent as if it were a Lender and limitations therein, including the requirements under had acquired its interest by assignment pursuant to Section 5.9, 13.3 (it being understood that the documentation required under Section 5.9 3.1(e) 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 12.313.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 3.6 and 12.4 2.28 as if it were an assignee under Section 12.3; 13.3 and (B) shall not be entitled to receive any greater payment under Section 3.7 Sections 3.1 or 5.83.4 or 3.5, with respect to any participation, than its participating the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation.participation or unless the sale of the participation to such Participant is made with Visa Inc.’s prior written consent. Each Lender that sells a participation agrees, at the Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrowers to effectuate the provisions of Section 3.6 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.1 as though it were a Lender; provided that such Participant agrees to be subject to Section 12.2 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in

Permitted Participants; Effect. Subject to the terms set forth in this Section 12.3.312(c), any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to a financial institution one or more banks or other entities ("ParticipantPARTICIPANTS") a participating interests in any Advance owing to such Lender, any Commitment of such Lender, if any, or any other interest in the rights and obligations of such Lender under any the Facility Loan Documents; provided that each Lender shall provide Borrowers with prior written notice Documents on a pro rata or non-pro rata basis. Notice of any such participation to the Borrower and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers Agent shall be required for prior to any participation becoming effective with respect to a Participant which is not a Lender under this Agreement, a lender under the 364-Day Credit Agreement or an affiliate of such sale (which consent Lender or lender. Upon receiving said notice, the Agent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of record the proposed participation) unless an Event of Default has occurred and is continuing participation in which case the Borrowers' consent register it maintains. Moreover, notwithstanding such recordation, such participation shall not be requiredconsidered an assignment under Section 12(a) of this Agreement and such Participant shall not be considered a Lender. Despite In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under the Facility Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, it such Lender shall remain the holder owner of its Loans and Commitments all Advances made by it for all purposespurposes under the Facility Loan Documents, all amounts payable by Borrowers the Borrower under this Agreement shall be determined as if it such Lender had not sold such participating interests, and Borrowers the Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters such Lender's rights and obligations under the Facility Loan DocumentsDocuments except that, and Agent and for purposes of Section 14 hereof, the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree that each Participant Participants shall be entitled to the benefits of Sections 3.7, 3.9, 5.8 and 5.9 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lender) to the same extent rights as if it they were a Lenders. Each Lender shall retain the sole right to approve, without the consent of any Participant, any amendment, modification or waiver of any provision of the Facility Loan Documents and had acquired its interest by assignment pursuant to Section 12.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive 364-Day Credit Agreement other than any greater payment under Section 3.7 amendment, modification or 5.8, waiver with respect to any participationAdvance or Commitment in which such Participant has an interest which forgives principal, than its participating Lender would have been entitled to receive, except interest or fees or reduces the interest rate or fees payable pursuant to the extent terms of this Agreement with respect to any such entitlement to receive a greater Advance or Commitment, postpones any date fixed for any regularly-scheduled payment results from a Change in Law that occurs after the Participant acquired the applicable participationof principal of (but not prepayments of), or interest or fees on, any such Advance or Commitment.

Permitted Participants; Effect. Subject to Section 12.3.313.3.3, any Lender may sell to a financial institution ("“Participant"”) a participating interest in the rights and obligations of such Lender under any Loan Documents; provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents shall remain unchanged, it shall remain solely responsible to the other parties hereto for performance of such obligations, it shall remain the holder of its Loans and Commitments for all purposes, all amounts payable by Borrowers shall be determined as if it had not sold such participating interests, and Borrowers and Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree A Participant that each Participant would be a 129 Foreign Lender if it were a Lender shall not be entitled to the benefits of Sections 3.7Section 5.10 unless Borrowers agree otherwise in writing. Each Lender that sells a participation shall, 3.9acting solely for this purpose as a non-fiduciary agent of the Borrowers, 5.8 maintain a register on which it enters the name and 5.9 address of each Participant and the principal amounts (subject to and stated interest) of each Participant’s interest in the requirements and limitations therein, including Loans or other obligations under the requirements under Section 5.9, it being understood that Loan Documents (the documentation required under Section 5.9 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 12.3“Participant Register”); provided that such no Lender shall have any obligation to disclose all or any portion of the Participant Register (Aincluding 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) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, with respect to any participation, than its participating Lender would have been entitled to receive, Person except to the extent that such entitlement disclosure is necessary to receive a greater payment results from a Change establish that such commitment, loan, letter of credit or other obligation is in Law that occurs after registered form under Section 5f.103-1(c) of the United States Treasury Regulations, or is otherwise required thereunder. The entries in the Participant acquired Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the applicable participationParticipant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

Permitted Participants; Effect. Subject to Section 12.3.3Any Lender may, in the ordinary course of its business and in accordance with Applicable Law, at any Lender may time sell to a financial institution ("“Participant"”) a participating interest in the rights and obligations of such Lender under any Loan Documents; provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for performance of such obligations, it such Lender shall remain the holder of its Loans and (if applicable) Revolver Commitments for all purposes, all amounts payable by Borrowers Loan Parties shall be determined as if it such Lender had not sold such participating interests, and Borrowers the Loan Parties and the Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and the Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree A Participant that each Participant would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Sections 3.7, 3.9, Section 5.8 and 5.9 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 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 12.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, 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 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, Letters of Credit 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 to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Revolver Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such Revolver Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

Permitted Participants; Effect. Subject to the terms set forth in this Section 12.3.313.2, any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to a financial institution one or more banks or other entities ("ParticipantPARTICIPANTS") a participating interests in any Loan owing to such Lender, any Note held by such Lender, any Commitment of such Lender, any L/C Interest of such Lender or any other interest in the rights and obligations of such Lender under any the Loan DocumentsDocuments on a pro-rata or non-pro-rata basis; provided that each Lender shall provide Borrowers with without the prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers the Administrative Agent, the amount of such participation shall not be for less than $5,000,000. Notice of such participation to Brightpoint and the Administrative Agent shall be required for prior to any participation becoming effective with respect to a Participant which is not a Lender or an Affiliate thereof. In the event of any such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, it such Lender shall remain the holder of its Loans and Commitments any such Note for all purposespurposes under the Loan Documents, all amounts payable by the Borrowers and Guarantors under this Agreement shall be determined as if it such Lender had not sold such participating interests, and Borrowers the Borrowers, Guarantors and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters such Lender's rights and obligations under the Loan DocumentsDocuments except that, and Agent and for purposes of Article III hereof, the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree that each Participant Participants shall be entitled to the benefits of Sections 3.7, 3.9, 5.8 and 5.9 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lender) to the same extent rights as if it they were a Lender and had acquired its interest by assignment pursuant to Section 12.3Lenders; provided however that such no Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, with respect to any participation, such Article III than its participating the Lender would have been entitled to receive, except receive with respect to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation.rights participated. 140 150

Permitted Participants; Effect. Subject to the terms set forth in ------------------------------ this Section 12.3.312.2, any Lender may may, in the ordinary course of its business and ------------ in accordance with applicable law, at any time sell to a financial institution one or more banks or other entities ("ParticipantPARTICIPANTS") a participating interests in any Loan owing to such Lender, any Commitment of such Lender, any L/C Interest of such Lender or any other interest in the rights and obligations of such Lender under any the Loan DocumentsDocuments on a pro-rata or non-pro-rata basis; provided that each Lender shall provide Borrowers with without the prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers the -------- Agent, the amount of such participation shall not be for less than $5,000,000. Notice of such participation to the Company and the Agent shall be required for prior to any participation becoming effective with respect to a Participant which is not a Lender or an Affiliate thereof. In the event of any such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, it such Lender shall remain the holder owner of its all Loans and Commitments made by it for all purposespurposes under the Loan Documents, all amounts payable by the Borrowers and Subsidiary Obligors under this Agreement shall be determined as if it such Lender had not sold such participating interests, and Borrowers the Borrowers, Subsidiary Obligors and the Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters such Lender's rights and obligations under the Loan DocumentsDocuments except that, and Agent and for purposes of Article III hereof, the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree that each Participant ----------- Participants shall be entitled to the benefits of Sections 3.7, 3.9, 5.8 and 5.9 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lender) to the same extent rights as if it they were a Lender and had acquired its interest by assignment pursuant to Section 12.3Lenders; provided however that such no Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater ----- ------- payment under Section 3.7 or 5.8, with respect to any participation, such Article III than its participating the Lender would have been entitled to receive, except ------------ receive with respect to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participationrights participated.

Permitted Participants; Effect. Subject Any Lender may, in the ordinary course of its business and in accordance with applicable law, with contemporaneous notice to Section 12.3.3the Borrower, at any time sell to one or more banks or one or more other entities (each such bank or other entity being referred to herein as a “Participant”) participating interests in all or any part of any Loan owing to such Lender, any Revolving Note held by such Lender, any L/C Interest held by such Lender, the Revolving Commitment of such Lender may sell to a financial institution ("Participant") a participating or any other interest in the rights and obligations of such Lender under any the Loan Documents; provided that each Lender shall provide Borrowers with prior written notice . In the event of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, it such Lender shall remain the holder of its Loans and Commitments any such Revolving Note for all purposespurposes under the Loan Documents, all amounts payable by Borrowers the Borrower under this Agreement shall be determined as if it such Lender had not sold such participating interests, and Borrowers the Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.72.18, 3.93.1, 5.8 3.2 and 5.9 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lender) 3.4 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.3; provided that such . A Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8Sections 2.18, with respect to any participation3.1, 3.2 and 3.4 than its participating the applicable Lender would have been entitled to receive, except receive with respect to the extent participation sold to such entitlement Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. In addition, a Participant shall not be entitled to receive the benefits of Section 2.18 or 3.1(b) in the event that such Participant has not complied with the requirements of Section 2.18(e). The participation agreement effecting the sale of any participating interest shall contain a greater payment results from a Change in Law that occurs after representation by the Participant acquired to the applicable participationeffect that none of the consideration used to make the purchase of the participating interest in the Revolving Commitment, Loans and L/C Interests under such participation agreement are “plan assets” as defined under ERISA and that the rights and interests of the Participant in and under the Loan Documents will not be “plan assets” under ERISA.

Permitted Participants; Effect. Subject to Section 12.3.313.3.3, any Lender may sell to a financial institution ("“Participant"”) a participating interest in the rights and obligations of such Lender under any Loan Documents; provided , provided, however, that each Lender any assignment or transfer made to a Participant (including any assignment of a Foreign Revolver Commitment) shall provide Borrowers with prior written notice at least include an assignment or transfer of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent part of Borrowers shall be required for such sale (which consent shall be deemed given if no objection Loan of a principal amount outstanding at that time of an amount at least equivalent to 100,000 Euros, unless it is made by Borrowers within ten Business Days after receipt of notice of to any Person which qualifies as a professional market party (professionele marktpartij) under the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be requiredDutch Financial Markets Supervision Act (Wet op het financieel toezicht). Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it shall remain solely responsible to the other parties hereto for performance of such obligations, it shall remain the holder of its Loans and Borrower Group Commitments for all purposes, all amounts payable by Borrowers Obligors within the applicable Obligor Group shall be determined as if it had not sold such participating interests, and Borrowers Obligors within the applicable Obligor Group and Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree that each A Participant shall not be entitled to the benefits of Sections 3.7, 3.9, Section 5.8 and unless such Participant agrees to comply with the provisions of Section 5.9 as though it were a Lender (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 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 12.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section Sections 3.7 or 5.8, with respect to any participation, 5.8 than its participating Lender would have been entitled to receive, except receive unless the U.S. Borrower Agent consents to the extent such entitlement to receive a greater payment results from a Change participation in Law that occurs after the Participant acquired the applicable participationwriting.

Permitted Participants; Effect. Subject to Section 12.3.313.3.3, any Lender may sell to a financial institution an Eligible Person ("“Participant"”) a participating interest in the rights and obligations of such Lender under any Loan Documents; provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents shall remain unchanged, it shall remain solely responsible to the other parties hereto for performance of such obligations, it shall remain the holder of its Loans and Commitments for all purposes, all amounts payable by Borrowers shall be determined as if it had not sold such participating interests, and Borrowers and Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree A Participant that each Participant would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Sections 3.7Section 5.10 unless Borrowers agree otherwise in writing. Each Lender that sells a participation shall, 3.9acting solely for this purpose as a non-fiduciary agent of the Borrowers, 5.8 maintain a register on which it enters the name and 5.9 address of each Participant and the principal amounts (subject to and stated interest) of each Participant’s interest in the requirements and limitations therein, including Loans or other obligations under the requirements under Section 5.9, it being understood that Loan Documents (the documentation required under Section 5.9 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 12.3“Participant Register”); provided that such no Lender shall have any obligation to disclose all or any portion of the Participant Register (Aincluding 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) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, with respect to any participation, than its participating Lender would have been entitled to receive, Person except to the extent that such entitlement disclosure is necessary to receive a greater payment results from a Change establish that such commitment, loan, letter of credit or other obligation is in Law that occurs after registered form under Section 5f.103-1(c) of the United States Treasury Regulations, or is otherwise required thereunder. The entries in the Participant acquired Register shall be 130 conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the applicable participationParticipant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

Permitted Participants; Effect. Subject Any Lender, upon the ---------------------- prior written consent of Borrower (unless the participation is to Section 12.3.3an Affiliate of the Lender or occurs at such time an Event of Default exists), which consent shall not be unreasonably withheld or delayed, may, in the ordinary course of its business and in accordance with Applicable Law, at any Lender may time sell to one or more banks or other financial institutions (each a financial institution ("Participant") a participating interest in any of the rights and obligations Obligations owing to such Lender, any Commitment of such Lender or any other interest of such Lender under any of the Loan Documents; provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for that, such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent approval shall not be requiredunreasonably withheld or delayed, and -------- if Borrowers do not find the participant to be acceptable, Borrowers may within 120 days of such participation, terminate this Agreement and indefeasibly pay in full all of the Obligations without any requirement that they pay the termination charges pursuant to 5.2.3 hereof. Despite In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, it such Lender shall remain the holder of its Loans and Commitments any Note for all purposespurposes under the Loan Documents, all amounts payable by Borrowers under this Agreement and any of the Notes shall be determined as if it such Lender had not sold such participating interests, and Borrowers and Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under the Loan Documents. Each If a Lender sells a participation to a Person other than an Affiliate of such Lender, then such Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Agent give prompt written notice thereof to Borrowers and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.7, 3.9, 5.8 and 5.9 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 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 12.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, 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 participationLenders.

Permitted Participants; Effect. Subject to Section 12.3.313.3.3, any Lender may sell to a financial institution ("“Participant"”) a participating interest in the rights and obligations of such Lender under any Loan Documents; provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it shall remain solely responsible to the other parties hereto for performance 119 of such obligations, it shall remain the holder of its Loans and Commitments for all purposes, all amounts payable by Borrowers shall be determined as if it had not sold such participating interests, and Borrowers and Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree A Participant that each Participant would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Sections 3.7Section 5.10 unless Borrowers agree otherwise in writing. Each Lender that sells a participation shall, 3.9acting solely for this purpose as a non-fiduciary agent of the Borrowers, 5.8 maintain a register on which it enters the name and 5.9 address of each Participant and the principal amounts (subject to and stated interest) of each Participant’s interest in the requirements and limitations therein, including Loans or other obligations under the requirements under Section 5.9, it being understood that Loan Documents (the documentation required under Section 5.9 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 12.3“Participant Register”); provided that such no Lender shall have any obligation to disclose all or any portion of the Participant Register (Aincluding 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) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, with respect to any participation, than its participating Lender would have been entitled to receive, Person except to the extent that such entitlement disclosure is necessary to receive a greater payment results from a Change establish that such commitment, loan, letter of credit or other obligation is in Law that occurs after registered form under Section 5f.103-1(c) of the United States Treasury Regulations, or is otherwise required thereunder. The entries in the Participant acquired Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the applicable participationParticipant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

Permitted Participants; Effect. Subject to Section 12.3.313.3.3, any Lender may sell to a financial institution ("“Participant"”) a participating interest in the rights and obligations of such Lender under any Loan Documents; provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it shall remain solely responsible to the other parties hereto for performance of such obligations, it shall remain the holder of its Loans and Commitments for all purposes, all amounts payable by Borrowers Borrower shall be determined as if it had not sold such participating interests, and Borrowers Borrower and Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.7, 3.9, 3.9 and 5.8 and 5.9 (subject to the requirements and limitations therein, including the requirements under Section 5.9, 5.9 (it being understood that the documentation required under Section 5.9 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 12.313.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 3.9 or 5.8, 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.. 13.2.2

Permitted Participants; Effect. Subject to Section 12.3.314.2.3, any Lender may sell to a financial institution ("“Participant"”) a participating interest in the rights and obligations of such Lender under any Loan Documents; provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it shall remain solely responsible to the other parties hereto for performance of such obligations, it shall remain the holder of its Loans and Commitments for all purposes, all amounts payable by Borrowers Borrower shall be determined as if it had not sold such participating interests, and Borrowers Borrower and Administrative Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be 108 US-DOCS\144726423.10 solely responsible for notifying its Participants of any matters under the Loan Documents, and Administrative Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.9 unless Xxxxxxxx agrees otherwise in writing. Subject to the foregoing, Xxxxxxxx agrees that each Participant shall be entitled to the benefits of Sections 3.7, 3.9, 5.8 3.9 and 5.9 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 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 12.314.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) a participant shall not be entitled to receive any greater payment under Section 3.7 or 5.8, with respect to any participation, 5.9 than its participating the applicable Lender would have been entitled to receivereceive 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 such participant acquired the applicable participation or unless the sale of the participation to such participant is made with Xxxxxxxx’s prior written consent (not to be unreasonably withheld or delayed); provided further that, except as specifically required by the previous sentence, nothing herein shall require any notice to Borrower or any other Person in connection with the sale of any participation.

Permitted Participants; Effect. Subject to Section 12.3.3, any Lender may sell to a financial institution ("“Participant"”) a participating interest in the rights and obligations of such Lender under any Loan Documents; provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it shall remain solely responsible to the other parties hereto for performance of such obligations, it shall remain the holder of its Loans and Commitments for all purposes, all amounts payable by Borrowers shall be determined as if it had not sold such participating interests, and Borrowers and Agent shall continue to deal solely and directly with such Lender in connection with the Loan DocumentsDocuments (and, for the avoidance of doubt, a Participant shall not constitute a Lender hereunder). Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree A Participant that each Participant would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Sections 3.7, 3.9, Section 5.8 and 5.9 (subject unless Borrowers agree otherwise in writing. Notwithstanding the foregoing or anything in the Loan Documents to the requirements and limitations thereincontrary, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 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 12.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) [***] Bank shall not be entitled considered a “Defaulting Lender” hereunder solely as a result of any Restatement Date Participant failing to receive any greater payment under Section 3.7 fund its portion of the Restatement Date Commitment Increase or 5.8, otherwise defaulting in its obligations as a Restatement Date Participant solely with respect to any participation, than its participating Lender would have been entitled to receive, except to portion of the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participationRestatement Date Commitment Increase.

Permitted Participants; Effect. Subject Any Lender may at any time sell to Section 12.3.3one or more banks or other entities (“Participants”) other than an Ineligible Institution participating interests in any Credit Exposure of such Lender, any Note held by such Lender, any Commitment of such Lender may sell to a financial institution ("Participant") a participating or any other interest in the rights and obligations of such Lender under any the Loan Documents; provided that each Lender shall provide Borrowers with prior written notice . In the event of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, it such Lender shall remain the owner of its Credit Exposure and the holder of its Loans and Commitments any Note issued to it in evidence thereof for all purposespurposes under the Loan Documents, all amounts payable by Borrowers the Borrower under this Agreement shall be determined as if it such Lender had not sold such participating interests, and Borrowers the Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents. Each Lender shall be that sells a participation shall, acting solely responsible for notifying its Participants this purpose as a non-fiduciary agent of any matters 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 Agent and Documents (the other Lenders “Participant Register”); provided that no Lender shall not have any obligation to disclose all or liability 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 such Participant. The Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.7, 3.9, 5.8 and 5.9 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 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 12.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, with respect to any participation, than its participating Lender would have been entitled to receive, Person except to the extent that such entitlement disclosure is necessary to receive a greater payment results from a Change establish that such commitment, loan, letter of credit or other obligation is in Law that occurs after registered form under Treasury Regulations Section 5f.103-1(c), proposed Treasury Regulation Section 1.163-5 or any applicable temporary, final or other successor regulations. The entries in the Participant acquired Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the applicable participationParticipant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register.

Permitted Participants; Effect. Subject to Section 12.3.3Any Lender may, in the ordinary course of its business and in accordance with Applicable Law, at any Lender may time sell to a financial institution ("“Participant"”) a participating interest in the rights and obligations of such Lender under any Loan Documents; provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for performance of such obligations, it such Lender shall remain the holder of its Loans and (if applicable) Revolver Commitments for all purposes, all amounts payable by Borrowers Loan Parties shall be determined as if it such Lender had not sold such participating interests, and Borrowers the Loan Parties and the Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and the Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree A Participant that each Participant would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Sections 3.7, 3.9, Section 5.8 and 5.9 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 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 12.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, 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 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, Letters of Credit 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 to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Revolver Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such Revolver 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 174 as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

Permitted Participants; Effect. Subject to Section 12.3.3With the prior written consent of the Administrative Agent (and during the initial syndication of the Facility, the Co-Syndication Agents) and the Borrower (which consents shall not be unreasonably withheld or delayed), any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to a financial institution one or more banks or other entities ("Participant"“Participants”) a participating interests in any Advance owing to such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest in the rights and obligations of such Lender under any the Loan Documents; provided , except that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the (i) no consent of Borrowers Borrower shall be required for any such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing and (ii) no consent of any of the Administrative Agent, the Co-Syndication Agents or the Borrower shall ever be required (A) for any such sale made to any Lender’s Affiliate (including without limitation any special purpose entity holding participations for purposes of issuing securities sponsored by such Lender, such as commercial loan obligations) or (B) for any sale of a participating interest in which case Competitive Bid Loans. In the Borrowers' consent shall not be required. Despite event of any such sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, it such Lender shall remain the holder of its Loans and Commitments any such Note for all purposespurposes under the Loan Documents, all amounts payable by Borrowers Borrower under this Agreement shall be determined as if it such Lender had not sold such participating interests, and Borrowers Borrower and the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters such Lender’s rights and obligations under the Loan Documents, and Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.7, 3.9, 5.8 and 5.9 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 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 12.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, 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.

Permitted Participants; Effect. Subject to Section 12.3.313.3.3, any Lender may sell to a financial institution ("“Participant"”) a participating interest in the rights and obligations of such Lender 132 US-DOCS\123034949.14 under any Loan Documents; provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it shall remain solely responsible to the other parties hereto for performance of such obligations, it shall remain the holder of its Loans and Commitments for all purposes, all amounts payable by Borrowers shall be determined as if it had not sold such participating interests, and Borrowers and Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.7, 3.9, 5.8 3.9 and 5.9 (subject to the requirements and limitations therein, including the requirements under Section 5.9, 5.10 (it being understood that the documentation required under Section 5.9 5.10 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 12.313.3; provided that such a Participant (A) agrees to that would be subject to the provisions of Sections 3.8 and 12.4 as a Foreign Lender if it were an assignee under Section 12.3; and (B) a Lender shall not be entitled to receive any greater payment under Section 3.7 3.7, 3.9 or 5.8, with respect to any participation, 5.9 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.

Permitted Participants; Effect. Subject to the terms set forth in this Section 12.3.314.2, any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to a financial institution one or more banks or other entities ("ParticipantPARTICIPANTS") a participating interests in any Loan owing to such Lender, any Revolving Loan Commitment of such Lender, any L/C Interest of such Lender or any other interest in the rights and obligations of such Lender under any the Loan Documents; provided that each Lender shall provide Borrowers with prior written notice Documents on a pro rata or non-pro rata basis. Notice of any such participation to the Company and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers Administrative Agent shall be required for prior to any participation becoming effective with respect to a Participant which is not a Lender or an Affiliate thereof. Upon receiving said notice, the Administrative Agent shall record the participation in the Register it maintains. Moreover, notwithstanding such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent recordation, such participation shall not be requiredconsidered an assignment under Section 14.3 of this Agreement and such 131 Participant shall not be considered a Lender. Despite In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, it such Lender shall remain the holder owner of its all Loans and Commitments made by it for all purposespurposes under the Loan Documents, all amounts payable by Borrowers the applicable Borrower under this Agreement shall be determined as if it such Lender had not sold such participating interests, and Borrowers the applicable Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters such Lender's rights and obligations under the Loan DocumentsDocuments except that, and Agent and for purposes of Article IV hereof, the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree that each Participant Participants shall be entitled to the benefits of Sections 3.7, 3.9, 5.8 and 5.9 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lender) to the same extent rights as if it they were a Lender and had acquired its interest by assignment pursuant to Section 12.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, 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 participationLenders.

Permitted Participants; Effect. Subject to the terms set forth in this Section 12.3.314.2, any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to a financial institution one or more banks or other entities ("ParticipantPARTICIPANTS") a participating interests in any Loan owing to such Lender, any Revolving Loan Commitment of such Lender or any other interest in the rights and obligations of such Lender under any the Loan Documents; provided that each Lender shall provide Borrowers with prior written notice Documents on a pro rata or non-pro rata basis. Notice of any such participation to the Company and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers Administrative Agent shall be required for prior to any participation becoming effective with respect to a Participant which is not a Lender or an Affiliate thereof. Upon receiving said notice, the Administrative Agent shall record the participation in the Register it maintains. Moreover, notwithstanding such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent recordation, such participation shall not be requiredconsidered an assignment under Section 14.3 of this Agreement and such Participant shall not be considered a Lender. Despite In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, it such Lender shall remain the holder owner of its all Loans and Commitments made by it for all purposespurposes under the Loan Documents, all amounts payable by Borrowers the applicable Borrower under this Agreement shall be determined as if it such Lender had not sold such participating interests, and Borrowers the applicable Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters such Lender's rights and obligations under the Loan DocumentsDocuments except that, and Agent and for purposes of Article IV hereof, the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree that each Participant Participants shall be entitled to the benefits of Sections 3.7, 3.9, 5.8 and 5.9 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lender) to the same extent rights as if it they were a Lender and had acquired its interest by assignment pursuant to Section 12.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, 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 participationLenders.

Permitted Participants; Effect. Subject Any Lender may, in the ordinary course of its business and in accordance with Requirements of Law, at any time (and from time to Section 12.3.3time) sell to one or more banks or other entities (each a “Participant”), participating interests in any Loan owing to such Lender, any Lender may sell to a financial institution ("Participant") a participating Note held by such Lender, or any other interest in the rights and obligations of such Lender under any this Agreement or the other Loan Documents; provided that each Lender shall provide Borrowers with prior written notice . In the event of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a such Lender of a participating interests interest to a Participant, (i) such Lender's ’s obligations hereunder and under the other Loan Documents shall remain unchanged, it ; (ii) such Lender shall remain solely responsible to the other parties hereto Borrower for the performance of such obligations, it ; and (iii) such Lender shall remain the holder owner of its Loans and Commitments the holder of any Note issued to it in evidence thereof for all purposes, all the purposes under the Loan Documents. All amounts payable by Borrowers the Borrower under this Agreement shall be determined as if it such Lender had not sold such participating interests, . The Borrower and Borrowers and Agent such Lender shall continue to deal solely and directly with such Lender each other in connection with such Lender’s rights and obligations under the Loan Documents. Each Lender shall be shall, acting solely responsible for notifying its Participants this purpose as agent of any matters the Borrower, maintain a register in the United States 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 Loan, Notes or other obligations under the Loan Documents, and Agent and Documents (the other Lenders “Participant Register”); provided that no Lender shall not have any obligation to disclose all or liability any portion of the Participant Register (including the identity of any Participant or any other information relating to a Participant’s interest in any commitments, Loans, Notes, letters of credit or other obligations under any Loan Document) to any such Participant. The Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.7, 3.9, 5.8 and 5.9 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 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 12.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, with respect to any participation, than its participating Lender would have been entitled to receive, Person except to the extent that such entitlement disclosure is necessary to receive a greater payment results from a Change establish that such commitment, Loan, Note, letter of credit or other obligation is in Law that occurs after registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant acquired Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the applicable participationParticipant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Permitted Participants; Effect. Subject Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to Section 12.3.3, any Lender may sell to one or more banks or other entities (other than an Ineligible Institution) (a financial institution ("“Participant"”) in all or a participating interest in the portion of such Lender’s rights and obligations under this Agreement (including all or a portion of such Lender under any Loan Documentsits Commitment and the Loans owing to it); provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participationi) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents this Agreement shall remain unchanged, it (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligationsobligations and (iii) the Borrower, it shall remain the holder of its Loans Administrative Agent and Commitments for all purposes, all amounts payable by Borrowers shall be determined as if it had not sold such participating interests, and Borrowers and Agent the other Lenders shall continue to deal solely and directly with such Lender in connection with the Loan Documentssuch Lender’s rights and obligations under this Agreement. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall be solely responsible for notifying its Participants retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any matters under provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the Loan Documentsconsent of the Participant, and Agent and the other Lenders shall not have any obligation or liability agree to any amendment, modification or waiver described in the proviso to Section 9.3 that adversely affects such Participant. The Borrowers agree Subject to paragraph (B) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.74.1, 3.94.2, 5.8 4.3, 4.4 and 5.9 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lender) 4.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.3; 13.3. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.1 as though it were a Lender, provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 Section 12.2 as if though it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, 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.

Permitted Participants; Effect. Subject to Section 12.3.3Any Lender may at any time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Defaulting Lender may sell to or any Borrower or any of the Borrowers’ Affiliates or Subsidiaries) (each, a financial institution ("“Participant"”) in all or a participating interest in the rights and obligations portion of such Lender Lender’s rights and/or obligations under any Loan Documentsthis Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in Swing Loans) owing to it); provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participationa) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents this Agreement shall remain unchanged, it (b) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, it shall remain (c) the holder of its Loans and Commitments for all purposesBorrowers, all amounts payable by Borrowers shall be determined as if it had not sold such participating intereststhe Administrative Agent, and Borrowers 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 (d) except in the Loan Documentscase of any such participation sold to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, each such participation shall be in an amount of not less than U.S.$10,000,000, or shall be in an amount of such Lender’s entire remaining Commitment and the Loans at the time owing to it. Each For the avoidance of doubt, each Lender 83 shall be responsible for the indemnity under Section 9.6(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall be solely responsible for notifying its Participants retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any matters under provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the Loan Documentsconsent of the Participant, and Agent and the other Lenders shall not have any obligation or liability agree to any amendment, waiver or other modification described in the first proviso to Section 8.3 that affects such Participant. The Borrowers agree Subject to Section 13.2.2, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.73.1, 3.9, 5.8 3.4 and 5.9 (subject 3.5 to the requirements same extent as if it were a Lender and limitations therein, including the requirements under had acquired its interest by assignment pursuant to Section 5.9, 13.3 (it being understood that the documentation required under Section 5.9 3.1(e) 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 12.313.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 3.6 and 12.4 2.28 as if it were an assignee under Section 12.3; 13.3 and (B) shall not be entitled to receive any greater payment under Section 3.7 Sections 3.1 or 5.83.4 or 3.5, with respect to any participation, than its participating the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participationparticipation or unless the sale of the participation to such Participant is made with Visa Inc.’s prior written consent. Each Lender that sells a participation agrees, at the Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrowers to effectuate the provisions of Section 3.6 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.1 as though it were a Lender; provided that such Participant agrees to be subject to Section 12.2 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and 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 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.

Permitted Participants; Effect. Subject to Section 12.3.3Any Lender may, in the ordinary course of its business and in accordance with Applicable Law, at any Lender may time sell to a financial institution ("“Participant"”) a participating interest in the rights and obligations of such Lender under any Loan Documents; provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a 210 Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for performance of such obligations, it such Lender shall remain the holder of its Loans and (if applicable) Borrower Group Commitments for all purposes, all amounts payable by Borrowers Loan Parties within the applicable Loan Party Group shall be determined as if it such Lender had not sold such participating interests, and Borrowers Loan Parties within the applicable Loan Party Group and Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree A Participant that each Participant would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Sections 3.7, 3.9, Section 5.8 and 5.9 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 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 12.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, 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 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, Letters of Credit 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 to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Revolver Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such Revolver Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

Permitted Participants; Effect. Subject Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time sell to Section 12.3.3one or more banks, financial institutions, pension funds, or any other funds or entities (other than the Borrower or any of the Borrower’s Affiliates, any Lender may sell that is, to the Lender’s knowledge, a financial institution Defaulting Lender, or a natural person ("Participant"or holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person)) a (“Participants”) participating interests in any Loan owing to such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest in the rights and obligations of such Lender under any the Loan Documents; provided that each Lender shall provide Borrowers with prior written notice . In the event of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, it such Lender shall remain the holder of its Loans and Commitments any such Note for all purposespurposes under the Loan Documents, all amounts payable by Borrowers the Borrower under the Agreement shall be determined as if it such Lender had not sold such participating interests, and Borrowers the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents. Each Lender shall be that sells a participation shall, acting solely responsible for notifying its Participants this purpose as a non-fiduciary agent of any matters 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 Agent and Documents (the other Lenders “Participant Register”); provided that no Lender shall not have any obligation to disclose all or liability 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 Participantdisclosure 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 Borrowers agree entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.73.1, 3.9, 5.8 3.2 and 5.9 3.5 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 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 12.312.1; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8Sections 3.1, 3.2 and 3.5, 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.

Permitted Participants; Effect. Subject to Section 12.3.3Any Lender may, in the ordinary course of its business and in accordance with Applicable Law, at any Lender may time sell to a financial institution other than a Defaulting Lender ("a “Participant"”) a participating interest in the rights and obligations of such Lender under any Loan Documents; provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for performance of such obligations, it such Lender shall remain the holder of its Loans and Commitments for all purposes, all amounts payable by Borrowers shall be determined as if it such Lender had not sold such participating interests, and Borrowers and each Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and each Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree Subject to the following sentence, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.7Section 2.06(j), 3.9Section 2.12, 5.8 Section 2.13, Section 2.15, Section 2.16, Section 2.21, and 5.9 Section 7.10 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lenderof those Sections) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (c) of this Section 12.3(and such Participant shall be deemed to be a Lender for purposes of the definition of Excluded Taxes); provided that a Participant shall not be entitled to such Participant 1160299.01-CHISR1160299.03H-CHISR02A - MSW benefits unless (A) agrees to be subject to such Participant and its respective participation are recorded in the provisions of Sections 3.8 and 12.4 Register in accordance with Section 11.04(d) as if it such Participant were an assignee under Section 12.3; a Lender and (B) such Participant complies with Section 2.15 as if such Participant were a Lender. A Participant shall not be entitled to receive any greater payment under Section 3.7 or 5.82.06(j), with respect to any participationSection 2.12, Section 2.13, Section 2.15, Section 2.16, Section 2.21, and Section 7.10 than its participating the applicable Lender would have been entitled to receive, except receive with respect to the extent participation sold to such entitlement Participant, unless the sale of the participation to receive a greater payment results from a Change in Law that occurs after the such Participant acquired the applicable participationis made with Administrative Borrower’s prior written consent.

Permitted Participants; Effect. Subject to Section 12.3.313.3.3, any Lender may sell to a financial institution ("Participant") a participating interest in the rights and obligations of such Lender under any Loan Documents; provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents shall remain unchanged, it shall remain solely responsible to the other parties hereto for performance of such obligations, it shall remain the holder of its Loans and Commitments for all purposes, all amounts payable by Borrowers shall be determined as if it had not sold such participating interests, and Borrowers and Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.7, 3.9, 5.8 3.9 and 5.9 (subject to the requirements and limitations therein, including the requirements under Section 5.9, 5.10 (it being understood that the documentation required under Section 5.9 5.10 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 12.313.3; provided that such a Participant (A) agrees to that would be subject to the provisions of Sections 3.8 and 12.4 as a Foreign Lender if it were an assignee under Section 12.3; and (B) a Lender shall not be entitled to receive any greater payment under Section 3.7 3.7, 3.9 or 5.8, with respect to any participation, 5.9 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.

Permitted Participants; Effect. Subject to Section 12.3.314.2.3, any Lender may sell to a financial institution ("“Participant"”) a participating interest in the rights and obligations of such Lender under any Loan Documents; provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it shall remain solely responsible to the other parties hereto for performance of such obligations, it shall remain the holder of its Loans and Commitments for all purposes, all amounts payable by Borrowers Borrower shall be determined as if it had not sold such participating interests, and Borrowers Borrower and Administrative Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Administrative Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.9 unless Borrower agrees otherwise in writing. Subject to the foregoing, Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.7, 3.9, 5.8 3.9 and 5.9 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 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 12.314.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) a participant shall not be entitled to receive any greater payment under Section 3.7 or 5.8, with respect to any participation, 5.9 than its participating the applicable Lender would have been entitled to receivereceive 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 such participant acquired the applicable participation or unless the sale of the participation to such participant is made with Borrower’s prior written consent (not to be unreasonably withheld or delayed); provided further that, except as specifically 124 required by the previous sentence, nothing herein shall require any notice to Borrower or any other Person in connection with the sale of any participation.

Permitted Participants; Effect. Subject Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time sell to Section 12.3.3one or more banks, financial institutions, pension funds, or any other funds or entities (“Participants”) participating interests in any Loan owing to such Lender, any Note held by such Lender, any Commitment of such Lender may sell to a financial institution ("Participant") a participating or any other interest in the rights and obligations of such Lender under any the Loan Documents; provided that each Lender shall provide Borrowers with prior written notice . In the event of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, it such Lender shall remain the holder of its Loans and Commitments any such Note for all purposespurposes under the Loan Documents, all amounts payable by Borrowers the Borrower under the Agreement shall be determined as if it such Lender had not sold such participating interests, and Borrowers the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents. Each Lender shall be that sells a participation shall, acting solely responsible for notifying its Participants this purpose as a non-fiduciary agent of any matters 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 Agent and Documents (the other Lenders “Participant Register”); provided that no Lender shall not have any obligation to disclose all or liability 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 such Participant. The Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.7, 3.9, 5.8 and 5.9 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 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 12.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, with respect to any participation, than its participating Lender would have been entitled to receive, Person except to the extent that such entitlement disclosure is necessary to receive a greater payment results from a Change establish that such commitment, loan, letter of credit or other obligation is in Law that occurs after registered form under Section 5f.103 1(c) of the United States Treasury Regulations. The entries in the Participant acquired Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the applicable participationParticipant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Permitted Participants; Effect. Subject to the terms set forth in this Section 12.3.314.2, any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to a financial institution one or more banks or other entities ("ParticipantParticipants") a participating interests in any Loan owing to such Lender, any Revolving Loan Commitment of such Lender, any L/C Interest of such Lender or any other interest in the rights and obligations of such Lender under any the Loan Documents; provided that each Lender shall provide Borrowers with prior written notice Documents on a pro rata or non-pro rata basis. Notice of any such participation and if to the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers Administrative Agent shall be required for prior to any participation becoming effective with respect to a Participant which is not a Lender or an Affiliate thereof. Upon receiving said notice, the Administrative Agent shall record the participation in the Register it maintains. Moreover, notwithstanding such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent recordation, such participation shall not be requiredconsidered an assignment under Section 14.3 of this Agreement and such Participant shall not be considered a Lender. Despite In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, it such Lender shall remain the holder owner of its all Loans and Commitments made by it for all purposespurposes under the Loan Documents, all amounts payable by Borrowers the applicable Borrower under this Agreement shall be determined as if it such Lender had not sold such participating interests, and Borrowers the applicable Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters such Lender's rights and obligations under the Loan DocumentsDocuments except that, for purposes of Article IV and Agent and Section 9.2 hereof, the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree that each Participant Participants shall be entitled to the benefits of Sections 3.7, 3.9, 5.8 and 5.9 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lender) to the same extent rights as if it they were a Lender and had acquired its interest by assignment pursuant to Section 12.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, 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 participationLenders.

Permitted Participants; Effect. Subject Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time without any consent or notice sell to Section 12.3.3one or more banks or other entities (“Participants”) participating interests in any Loan owing to such Lender, any Note held by such Lender, any Commitment of such Lender may sell to a financial institution ("Participant") a participating or any other interest in the rights and obligations of such Lender under any the Loan Documents; provided that each Lender shall provide Borrowers with prior written notice . In the event of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, it such Lender shall remain the holder owner of its Loans and Commitments the holder of any Note issued to it in evidence thereof for all purposespurposes under the Loan Documents, all amounts payable by Borrowers the Borrower under this Agreement (including under Article III) shall be determined as if it such Lender had not sold such participating interests, and Borrowers the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.7, 3.9, 5.8 and 5.9 Article III (subject to the requirements and limitations therein, including the requirements under Section 5.9, 3.5(vi) (it being understood that the documentation required under Section 5.9 3.5(vi) 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 12.312.1; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 2.19 as if it were an assignee under Section 12.312.1; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8Article III, with respect to any participation, than its participating Lender would have been entitled to receive. To the extent permitted by law, except each Participant also shall be entitled to the extent benefits of Section 11.1 as though it were a Lender; provided that such entitlement Participant agrees to receive be subject to Section 11.2 as though it were a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation.Lender. US 719308

Permitted Participants; Effect. Subject Any Lender may at any time sell to Section 12.3.3one or more banks or other entities (“Participants”) participating interests in any Revolving Credit Obligations of such Lender, any promissory note issued hereunder held by such Lender, any Revolving Loan Commitment of such Lender may sell to a financial institution ("Participant") a participating or any other interest in the rights and obligations of such Lender under any the Loan Documents; provided that each Lender shall provide Borrowers with prior written notice . In the event of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, it such Lender shall remain the owner of its Revolving Credit Obligations and the holder of its Loans and Commitments any promissory note issued to it hereunder in evidence thereof for all purposespurposes under the Loan Documents, all amounts payable by the Borrowers under this Agreement shall be determined as if it such Lender had not sold such participating interests, and the Borrowers and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters such Lender’s rights and obligations under the Loan Documents, except that, for purposes of Article IV and Agent and Section 2.14(E) hereof, the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree that each Participant Participants shall be entitled to the benefits of Sections 3.7, 3.9, 5.8 and 5.9 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lender) to the same extent rights as if it they were a Lender and had acquired its interest by assignment pursuant to Section 12.3Lenders; provided that such provided, however, no Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, with respect amount pursuant to any participation, Article IV hereof than its participating such Participant’s transferor Lender would have been entitled to receivereceive in respect of the amount of the participation transferred had no such transfer occurred, 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 participationParticipation.

Permitted Participants; Effect. Subject to Section 12.3.3Any Lender may at any time, without the consent of, or notice to, any Lender may Borrower or the Administrative Agent, sell participations to any Person (other than a financial institution natural person or any Borrower or any of the Borrowers’ Affiliates or Subsidiaries) ("each, a “Participant"”) in all or a participating interest in the rights and obligations portion of such Lender Lender’s rights and/or obligations under any Loan Documentsthis Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in Swing Loans) owing to it); provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participationa) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents this Agreement shall remain unchanged, it (b) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, it shall remain (c) the holder of its Loans and Commitments for all purposesBorrowers, all amounts payable by Borrowers shall be determined as if it had not sold such participating intereststhe Administrative Agent, and Borrowers 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 (d) except in the Loan Documentscase of any such participation sold to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, each such participation shall be in an amount of not less than $10,000,000, or shall be in an amount of such Lender’s entire remaining Commitment and the Loans at the time owing to it. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall be solely responsible for notifying its Participants retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any matters under provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the Loan Documentsconsent of the Participant, and Agent and the other Lenders shall not have any obligation or liability agree to any amendment, waiver or other modification described in the first proviso to Section 8.3 that affects such Participant. The Borrowers agree Subject to Section 13.2.2, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.73.1, 3.93.2, 5.8 3.4 and 5.9 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lender) 3.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.313.3. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.1 as though it were a Lender; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 Section 12.2 as if though it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, 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.Lender. 75 Five-Year Revolving Credit Agreement

Permitted Participants; Effect. Subject to Section 12.3.3Any Lender may, in the ordinary course of its business and in accordance with Applicable Law, at any Lender may time sell to a one or more financial institution institutions ("each a, “Participant"”) a participating interest in the rights and obligations of such Lender under any Loan Documents; provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for performance of such obligations, it such Lender shall remain the holder of its Loans and Commitments for all purposes, all amounts payable by Borrowers or any other Obligor shall be determined as if it such Lender had not sold such participating interests, and Borrowers and Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree A Participant that each Participant would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Sections 3.7Section 5.11 unless Borrowers are notified of such participation. In connection with a participation, 3.9the Agent and the Lenders will have the right to disclose to such Participant any information regarding the Borrowers, 5.8 and 5.9 (the other Obligors or the Loans which has now or may hereafter be provided to or obtained by the Agent or the Lender Parties subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 confidentiality provisions hereof. The rights of any Participant only shall be delivered derivative through the Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, the Borrowers the other Obligors, the collections of the Borrowers, any other Obligor, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves. No costs incurred in connection with the sale of a participating Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.3; provided that such Participant (A) agrees to any Lender shall be subject to borne by any Borrower or the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, 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 participationAgent.

Permitted Participants; Effect. Subject (a) Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time sell to Section 12.3.3any Person (other than a natural person, the Company, Borrower or any Affiliate thereof)) (“Participant”) participating interests in any Ratable Loan owing to such Lender, any Note held by such Lender, any Revolving Commitment of such Lender may sell to a financial institution ("Participant") a participating or any other interest in the rights and obligations of such Lender under any the Loan Documents; provided that each . The consent of the Borrower and the Administrative Agent shall be required prior to a sale of a participating interest becoming effective with respect to a Participant (except a sale of a participating interest by a Lender shall provide Borrowers with prior written notice to its Affiliate or in the case of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given the Borrower only, a participating interest to another Lender or an Affiliate thereof); provided, however, that if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of a Default has occurred and is continuing in which case continuing, the Borrowers' consent of the Borrower shall not be required. Despite In the event of any such sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, it such Lender shall remain the holder owner of its Loans and Commitments the holder of any Note issued to it in evidence thereof for all purposespurposes under the Loan Documents, all amounts payable by Borrowers the Borrower under this Agreement shall be determined as if it such Lender had not sold such participating interests, and Borrowers the Borrower, the Company and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents. Each Lender Any consents of the Borrower or the Administrative Agent under this Section 13.2.1 shall not be unreasonably withheld or delayed, provided, that the Borrower shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Agent and the other Lenders shall not deemed to have any obligation or liability consented to any such Participant. The Borrowers agree that each Participant sale unless it shall be entitled object thereto by written notice to the benefits of Sections 3.7, 3.9, 5.8 and 5.9 Administrative Agent within eight (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 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 12.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, 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 8) calendar days after the Participant acquired the applicable participationhaving received written notice thereof.

Permitted Participants; Effect. Subject to Section Sections 12.3.3, any Lender may at any time, without the consent of, or notice to, the Borrowers, sell to a financial institution ("“Participant"”) a participating interest in the rights and obligations of such Lender under any Loan Credit Documents; provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Credit Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for performance of such obligations, it such Lender shall remain the holder of its Loans and Commitments for all purposes, all amounts payable by Borrowers Obligors shall be determined as if it such Lender had not sold such participating interests, and Borrowers Obligors and Agent shall continue to deal solely and directly with such Lender in connection with the Loan Credit Documents. For the avoidance of doubt, each Lender shall be responsible for the indemnity and obligations under Section 11.6 and Section 13.3 without regard to the existence of any participation. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Credit Documents, and Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree that each Each Participant shall be entitled to the benefits of Sections 3.7, 3.9, Section 5.8 and 5.9 (subject to the requirements and limitations therein, including the requirements under therein and Section 5.9, 5.9 (it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lender) )), Section 3.6.1 and Section 3.6.2 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 5.8, Section 3.6.1 or 5.8Section 3.6.2, 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.

Permitted Participants; Effect. Subject to the terms set forth in this Section 12.3.314.2, any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time sell to a financial institution one or more banks or other entities ("ParticipantParticipants") a participating interest interests in the rights and obligations Commitment of such Lender, any L/C Interest of such Lender or any other interest of such Lender under any the Loan Documents; provided that each Lender shall provide Borrowers with prior written notice Documents on a pro rata or non-pro rata basis. Notice of any such participation to the Company and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers Administrative Agent shall be required for prior to any participation becoming effective with respect to a Participant which is not a Lender or an Affiliate thereof. Upon receiving said notice, the Administrative Agent shall record the participation in the Register it maintains. Moreover, notwithstanding such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent recordation, such participation shall not be requiredconsidered an assignment under Section 14.3 of this Agreement and such Participant shall not be considered a Lender. Despite In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, it such Lender shall remain the holder owner of its Loans and Commitments all credit extensions made by it for all purposespurposes under the Loan Documents, all amounts payable by Borrowers the applicable Borrower under this Agreement shall be determined as if it such Lender had not sold such participating interests, and Borrowers the applicable Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters such Lender's rights and obligations under the Loan DocumentsDocuments except that, and Agent and for purposes of Article IV hereof, the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree that each Participant Participants shall be entitled to the benefits of Sections 3.7, 3.9, 5.8 and 5.9 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lender) to the same extent rights as if it they were a Lender and had acquired its interest by assignment pursuant to Section 12.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, 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 participationLenders.

Permitted Participants; Effect. Subject Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time sell (i) to Section 12.3.3any Person participating interests in any Competitive Bid Loan held by such Lender, any Lender may sell and (ii) to a financial institution ("Participant") Qualified Bank or, while a participating interest in the rights and obligations of such Lender under any Loan Documents; provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing continuing, to any Person (other than the Company, Borrower or any Affiliate thereof)) (“Participant”) participating interests in which any Ratable Loan owing to such Lender, any Note held by such Lender, any Revolving Commitment of such Lender or any other interest of such Lender under the Loan Documents. The consent of the Borrower and the Administrative Agent shall be required prior to a sale of a participating interest described in clause (ii) above becoming effective with respect to a Participant (except a sale of a participating interest by a Lender to its Affiliate or in the case of the Borrowers' consent of the Borrower only, a participating interest to another Lender or an Affiliate thereof); provided, however, that if a Default has occurred and is continuing, the consent of the Borrower shall not be required. Despite Such consents shall not be unreasonably withheld or delayed. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, it such Lender shall remain the holder owner of its Loans and Commitments the holder of any Note issued to it in evidence thereof for all purposespurposes under the Loan Documents, all amounts payable by Borrowers the Borrower under this Agreement shall be determined as if it such Lender had not sold such participating interests, and Borrowers the Borrower, the Company and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents. 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 related interest amounts) of each participant’s interest in the Loans (the “Participant Register”). The entries in the Participant Register shall be solely responsible for notifying its Participants of any matters under the Loan Documentsconclusive absent manifest error, and Agent and such Lender shall treat each person whose name is recorded in the other Lenders shall not have Participant Register as the owner of the participation such person is shown as owning, notwithstanding any obligation or liability to any such Participant. The Borrowers agree that each Participant shall be entitled notice to the benefits of Sections 3.7, 3.9, 5.8 and 5.9 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 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 12.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, 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 participationcontrary.

Permitted Participants; Effect. Subject to Section 12.3.313.3.3, any Lender may sell to a financial institution ("“Participant"”) a participating interest in the rights and obligations of such Lender under any Loan Documents; provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it shall remain solely responsible to the other parties hereto for performance of such obligations, it shall remain the holder of its Loans and Commitments for all purposes, all amounts payable by Borrowers Borrower shall be determined as if it had not sold such participating interests, and Borrowers Borrower and Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree that each Each Participant shall be entitled to the benefits of Sections 3.7, 3.9, 5.8 Section 3.7 and Section 5.9 (subject to the requirements and limitations therein, including the requirements requirement that such Participant delivers the forms required under Section 5.9, 5.10 (it being understood that the such documentation required under Section 5.9 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 12.313.3; provided provided, however, that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8and Section 5.9, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation.

Permitted Participants; Effect. Subject Any Lender may, in the ordinary course of its business and in accordance with applicable law, (a) with contemporaneous notice to Section 12.3.3the Borrower, at any time sell to one or more banks or (b) with the consent of the Borrower, which consent shall not be unreasonably withheld, at any time sell to one or more other entities (each such bank or other entity being referred to herein as a "PARTICIPANT") participating interests in any Loan owing to such Lender, any Note held by such Lender, the Commitment of such Lender may sell to a financial institution ("Participant") a participating or any other interest in the rights and obligations of such Lender under any the Loan Documents; provided PROVIDED, HOWEVER, that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed a Participant is an Affiliate of such Lender or if a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case continuing, the Borrowers' consent of the Borrower shall not be required. Despite In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, it such Lender shall remain the holder of its Loans and Commitments any such Note for all purposespurposes under the Loan Documents, all amounts payable by Borrowers the Borrower under this Agreement shall be determined as if it such Lender had not sold such participating interests, and Borrowers the Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under the Loan Documents. Each Lender shall be solely responsible for notifying its Participants The participation agreement effecting the sale of any matters participating interest shall contain a representation by the Participant to the effect that none of the consideration used to make the purchase of the participating interest in the Commitment and Loans under such participation agreement are "plan assets" as defined under ERISA and that the rights and interests of the Participant in and under the Loan Documents, and Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.7, 3.9, 5.8 and 5.9 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 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 12.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall Documents will not be entitled to receive any greater payment "plan assets" under Section 3.7 or 5.8, 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 participationERISA.

Permitted Participants; Effect. Subject Any Lender may, in the ordinary course of its business and in accordance with applicable law, without the consent of, or notice to, the Borrower or the Agent, at any time sell to Section 12.3.3one or more banks or one or more other entities (each such bank or other entity being referred to herein as a “Participant”) participating interests in all or any part of any Loan owing to such Lender, any Note held by such Lender, any L/C Interest held by such Lender, the Commitment of such Lender may sell to a financial institution ("Participant") a participating or any other interest in the rights and obligations of such Lender under any the Loan Documents; provided that each Lender shall provide Borrowers with prior written notice . In the event of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents shall remain unchanged, it such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, it such Lender shall remain the holder of its Loans and Commitments any such Note for all purposespurposes under the Loan Documents, all amounts payable by Borrowers the Borrower under this Agreement shall be determined as if it such Lender had not sold such participating interests, and Borrowers the Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under Notwithstanding the Loan Documentsforegoing, and Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.72.18, 3.93.1, 5.8 3.2 and 5.9 3.4 (subject to the limitations and requirements of such Sections (including Section 2.18(e)) and limitations therein, including the requirements under provisions of Section 5.9, it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lender3.5) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.3; provided that such . A Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8Sections 2.18, with respect to any participation3.1, 3.2 and 3.4 than its participating the applicable Lender would have been entitled to receivereceive with respect to the participation sold to such Participant, except (i) if the sale of the participation to such Participant is made with the Borrower's prior written consent or (ii) to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired became a Participant. The participation agreement effecting the sale of any participating interest shall contain a representation by the Participant to the effect that none of the consideration used to make the purchase of the participating interest in the Commitment, Loans and L/C Interests under such participation agreement are “plan assets” as defined under ERISA and that the rights and interests of the Participant in and under the Loan Documents will not be “plan assets” under ERISA. Each Lender that sells participations shall, acting as a non-fiduciary agent of the Borrower, maintain a register (a “Participant Register”) containing the names and addresses and principal and interest amounts attributable to its participation. The parties shall treat each Person listed as a Participant in the Participant Register as the owner of the applicable participationparticipation for all purposes of this Agreement absent manifest error, notwithstanding notice to the contrary. Notwithstanding anything herein to the contrary, no Person shall have any right to access a Participant Register except to the extent such access is required, by law or in connection with an IRS audit, to confirm that any indebtedness arising hereunder is registered debt for U.S. federal income tax purposes.

Permitted Participants; Effect. Subject Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to Section 12.3.3, any Lender may sell to one or more banks or other entities (a financial institution ("“Participant"”) in all or a participating interest in the portion of such Lender’s rights and obligations under this Agreement (including all or a portion of such Lender under any Loan Documentsits Commitment and the Loans owing to it); provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the proposed participationA) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents this Agreement shall remain unchanged, it (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligationsobligations and (C) the Borrower, it shall remain the holder of its Loans Administrative Agent, the Issuing Bank and Commitments for all purposes, all amounts payable by Borrowers shall be determined as if it had not sold such participating interests, and Borrowers and Agent the other Lenders shall continue to deal solely and directly with such Lender in connection with the Loan Documentssuch Lender’s rights and obligations under this Agreement. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall be solely responsible for notifying its Participants retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any matters under provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the Loan Documentsconsent of the Participant, and Agent and the other Lenders shall not have any obligation or liability agree to any amendment, modification or waiver described in the proviso to Section 8.2 that affects such Participant. The Borrowers agree Subject to Section 12.2.2, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.73.1, 3.9, 5.8 3.4 and 5.9 (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lender) 3.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to this Article. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.3; 11.1 as though it were a Lender, provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 Section 11.2 as if though it were an assignee under a Lender, and provided further that each Lender shall retain the right of setoff provided in Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, 11.1 with respect to the amount of participating interests sold to each Participant. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 11.1, agrees to share with each Lender, any participation, than its participating Lender would have been entitled to receive, except amount received pursuant to the extent exercise of its right of setoff, such entitlement amounts to receive be shared in accordance with Section 11.2 as if each Participant were a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participationLender.

Permitted Participants; Effect. Subject to Section 12.3.313.3.3, any Lender may sell to a financial institution ("“Participant"”) a participating interest in the rights and obligations of such Lender under any Loan Documents; provided , provided, however, that each Lender any assignment or transfer made 172 to a Participant (including any assignment of a Foreign Revolver Commitment) shall provide Borrowers with prior written notice at least include an assignment or transfer of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent part of Borrowers shall be required for such sale (which consent shall be deemed given if no objection Loan of a principal amount outstanding at that time of an amount at least equivalent to 100,000 Euros, unless it is made by Borrowers within ten Business Days after receipt of notice of to any Person which qualifies as a professional market party (professionele marktpartij) under the proposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be requiredDutch Financial Markets Supervision Act (Wet op het financieel toezicht). Despite any sale by a Lender of participating interests to a Participant, such Lender's ’s obligations under the Loan Documents shall remain unchanged, it shall remain solely responsible to the other parties hereto for performance of such obligations, it shall remain the holder of its Loans and Borrower Group Commitments for all purposes, all amounts payable by Borrowers Obligors within the applicable Obligor Group shall be determined as if it had not sold such participating interests, and Borrowers Obligors within the applicable Obligor Group and Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or liability to any such Participant. The Borrowers agree that each A Participant shall not be entitled to the benefits of Sections 3.7, 3.9, Section 5.8 and unless such Participant agrees to comply with the provisions of Section 5.9 as though it were a Lender (subject to the requirements and limitations therein, including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 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 12.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.8 and 12.4 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section Sections 3.7 or 5.8, with respect to any participation, 5.8 than its participating Lender would have been entitled to receive, except receive unless the U.S. Borrower Agent consents to the extent such entitlement to receive a greater payment results from a Change participation in Law that occurs after the Participant acquired the applicable participationwriting.