Common use of Participations Clause in Contracts

Participations. The Lender may at any time, without the consent of, or notice to, the Borrower, sell participations to one or more participants (other than the Borrower or any of the Borrower’s Affiliates) (each, a “Participant”) in all or a portion of the Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and the Loan owing to it); provided that (i) the Lender’s obligations under this Agreement shall remain unchanged, (ii) the Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower shall continue to deal solely and directly with the Lender in connection with the Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the Lender sells such a participation shall provide that the Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, and 3.04 to the same extent as if it were the Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were the Lender. The 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 Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s 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 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 the 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.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The 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 Loan 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 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants 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 Disqualified Institution, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 11.01(a) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 3.06 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an 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 Loan 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 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, the Swing Line Lender or any L/C Issuer, sell participations to one or more participants (other than the Borrower or any of the Borrower’s Affiliates) Eligible Assignee (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided provided, that (i) the such Lender’s obligations under this Agreement shall remain unchanged, ; (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations; and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided, that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Subject to clause (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the requirements and limitations of such Sections and Section 10.13 and the Participant’s compliance with Section 3.01(d)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation10.06(b); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an 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 interestrelated interest amounts) of each Participantparticipant’s interest in the Loan Loans or other obligations under the Loan Documents this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan 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 conclusive, absent manifest error, and the Borrower and such Lender shall treat each Person person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary; provided, that no Lender shall have the obligation to disclose all or a portion of the Participant Register (including the identity of the Participant or any information relating to a Participant’s interest in any Loans or other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that any loans are in registered form for U.S. federal income tax purposes.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than the Borrower a Person described in Section 10.06(b)(v) that is not permitted to be an assignee with respect to Loans or any of the Borrower’s AffiliatesCommitments) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the requirements and limitations therein, including the requirements under Section 3.01(f) (it being understood that the documentation required under Section 3.01(f) shall be delivered to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation)Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 Section 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section Section; and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 10.13 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender, provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an 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 Loan 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 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, or the L/C Issuers sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, 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. The 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 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an 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 Loan 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 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph subsection (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender, provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an 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 Loan 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 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the Borrower, any L/C Issuer or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or any of their Affiliates, or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, each L/C Issuer and the other Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the requirements and limitations therein, including the requirements under Section 3.01(e) (it being understood that the documentation required under Section 3.01(e) shall be delivered to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 with respect to any ParticipantSection. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.09 as though it were the a Lender. The Lender that sells , provided such Participant agrees to be subject to Section 2.13 as though it were 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 Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s 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 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 the 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 contraryLender.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants 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 or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 10.06 (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section 10.06 and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the extent benefits of Section 3.01, unless the Borrower is notified of the participation sold to such entitlement Participant and such Participant agrees, for the benefit of the Borrower, to receive comply with Section 3.01(e) as though it were a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participationLender. The 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 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.11 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an 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 Loan 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 loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the 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. Notwithstanding the preceding paragraph, any Participant that is a Farm Credit Lender that (i) has purchased a participation in a minimum amount of $5,000,000, (ii) has been designated as a voting Participant (a “Voting Participant”) in a written notice (a “Voting Participant Notice”) sent by the relevant Lender (or the existing Voting Participant, as applicable) to the Borrower and the Administrative Agent and (iii) receives, prior to becoming a Voting Participant, the consent of the Borrower and the Administrative Agent (such Borrower and Administrative Agent consent to be required only to the extent and under the circumstances it would be required if such Voting Participant were to become a Lender pursuant to an assignment in accordance with Section 10.06(b)) and such consent is not required for an assignment to an existing Voting Participant), shall be entitled to vote as if such Voting Participant were a Lender on all matters subject to a vote by Lenders, and the voting rights of the selling Lender (or selling existing Voting Participant, as applicable) shall be correspondingly reduced, on a dollar-for-dollar basis. To be effective, each Voting Participant Notice shall include, with respect to each Voting Participant, the information that would be included by a prospective Lender in an Assignment and Assumption and the Dollar amount of the participation purchased. Notwithstanding the foregoing, each Farm Credit Lender designated as a Voting Participant in Schedule 10.06 shall be a Voting Participant without delivery of a Voting Participation Notice and without the prior written consent of the Borrower or the Administrative Agent. The selling Lender (or selling existing Voting Participant, as applicable) and the purchasing Voting Participant shall notify the Administrative Agent within three Business Days of any termination, reduction or increase of the amount of, such participation. The Administrative Agent shall be entitled to conclusively rely on information contained in Voting Participant Notices and all other notices delivered pursuant hereto. The voting rights of each Voting Participant are solely for the benefit of such Voting Participant and shall not inure to any assignee or participant of such Voting Participant that is not a Farm Credit Lender.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants 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 or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, 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. The 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 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.10 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an 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 Loan 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 loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, any Borrower or the BorrowerAdministrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower Company or any of the BorrowerCompany’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the requirements and limitations therein, including the requirements under Section 3.01(e) (it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the same extent as if it were a Lender who sells the participation)and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, 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. The Each Lender that sells a participation agrees, at the Borrower’s Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrower Borrowers to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the BorrowerBorrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan 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 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, Borrower, but subject to the Borrowerprior written consent of Administrative Agent, sell participations to one or more participants (other than the Borrower or any of the Borrower’s Affiliates) (each, a “Participant”) Participant in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, and (iii) the Borrower Borrower, Administrative Agent, and Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 12.1(b) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Section 12.10 which requires the consent of all Lenders and affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.013.1, 3.4 and 3.04 3.5 (subject to the requirements and limitations therein, including the requirements under Section 3.4(g) (it being understood that the documentation required under Section 3.4(g) shall be delivered to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection paragraph (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation)Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 Section 3.6 as if it were an assignee under paragraph (b) of this Section Section; and (B) shall not be entitled to receive any greater payment under Sections 3.01 3.1 or 3.043.4, with respect to any participation, than the its participating 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. The 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 3.05 3.6 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 4.3 as though it were a Lender; provided that such Participant agrees to pay to Administrative Agent any amount set-off for application to the Obligations under the Loan Documents as required pursuant to Section 4.3; provided further that such Participant agrees to be subject to Section 12.23 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an 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 Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and obligations, (iii) unless otherwise agreed by the Borrower Borrower, the written agreement or instrument pursuant to which a Lender sells a participation shall include a representation by the Participant that it is not a Disqualified Institution, and (iv) the Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The 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 Loan 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 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants 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 or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and Commitments and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections Section 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.10 as though it were a Lender. The 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 Loan 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 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (i) through (v) of Section 10.01(a) that affects such Participant. The Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 with respect to any ParticipantSection. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an 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 Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s 's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Xxxxxx’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the Lendersuch Xxxxxx’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (c) through (j) of the first proviso to Section 11.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the same extent as if it were requirements and limitations therein, including the Lender and had acquired its interest by assignment pursuant to subsection (brequirements under Section 3.01(e) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 3.06 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an 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 Loan Loans or other obligations Obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitmentsCommitments, loansLoans, letters Letters of credit Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitmentCommitment, loan 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 the 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. (e)

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person (or holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person), a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, and the other Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (i) through (vi) of Section 11.01(a) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (subject to the requirements and limitations therein, including the requirements under Section 3.01(e) and it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. The 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 Loan 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 loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, any Borrower or the BorrowerAdministrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower Company or any of the BorrowerCompany’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower Company agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, 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. The Each Lender that sells a participation agrees, at the BorrowerCompany’s request and expense, to use reasonable efforts to cooperate with the Borrower Company to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the BorrowerCompany, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan 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 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any timemay, without the consent of, or notice toof the Borrower, the BorrowerAdministrative Agent or the Issuing Lenders, sell participations to one or more participants banks or other entities (other than the Borrower or any of the Borrower’s Affiliates) (each, a “Participant”) ), other than an Ineligible Institution, in all or a portion of the such Lender’s rights and/or and obligations under this Agreement (including all or a portion of its Commitment and the Loan Loans owing to it); provided that (iA) the such Lender’s obligations under this Agreement shall remain unchanged, ; (iiB) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations; and (iiiC) the Borrower Borrower, the Administrative Agent, the Issuing Lenders and the other Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 8.2 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.013.1, 3.2, 3.4 and 3.04 3.5 (subject to the requirements and limitations therein, including the requirements under Sections 3.5(f) and (g) (it being understood that the documentation required under Section 3.5(f) shall be delivered to the participating Lender and the information and documentation required under Section 3.5(g) will be delivered to the Borrower and the Administrative Agent)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation)12.3; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 Section 2.19 as if it were an assignee under paragraph (b) of this Section 12.3; and (B) shall not be entitled to receive any greater payment under Sections 3.01 Section 3.1, 3.2 or 3.043.5, with respect to any participation, than the its participating 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. The 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 3.05 2.19 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.1 as though it were the a Lender; provided that such Participant agrees to be subject to Section 11.2 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an 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 Loan 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 commitmentsCommitments, loansLoans, letters Facility Letters of credit Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitmentCommitment, loan Loan, Facility 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 11.01(a) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13as though it were a Lender. The 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 Loan 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 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, any Borrower, any L/C Issuer or the BorrowerAdministrative Agent, sell participations to one or more participants any Person (other than the a natural person, a Defaulting Lender or any of their Affiliates, or any Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, each L/C Issuer and the other Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Subject to subsection (e) of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the requirements and limitations therein, including the requirements under Section 3.01(e) (it being understood that the documentation required under Section 3.01(e) shall be delivered to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 with respect to any ParticipantSection. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.09 as though it were the a Lender. The Lender that sells , provided such Participant agrees to be subject to Section 2.13 as though it were 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 Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s 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 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 the 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 contraryLender.

Participations. The Any Lender may may, at any time, without the consent of, or notice to, the BorrowerBorrowers or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or the Borrower Borrowers or any of the Borrower’s AffiliatesBorrowers’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrower agrees Subject to subsection (e) of this Section, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the requirements and limitations therein, including the requirements under Section 3.01(e) (it being understood that the documentation required under Section 3.01(e) shall be delivered to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation11.06(b); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 with respect to any Participant. To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an 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 Loan 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 to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any commitmentsCommitments, loansLoans, letters Letters of credit Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitmentCommitment, loan Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States US Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. 106 Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Sections 10.01(a) – (f) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph subsection (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 3.01, 3.04 or 3.043.05, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an 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 Loan 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 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, Swingline Lender or LC Issuer sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender, a Disqualified Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in LC Obligations and/or Swingline Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the LC Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the requirements and limitations therein, including the requirements under Section 3.01(g) (it being understood that the documentation required under Section 3.01(g) shall be delivered to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation)Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section Section; and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the its participating 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. The 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 3.05 10.13 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.15 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an 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 Loan 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 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the lettered items of the first proviso to Section 10.01 that affects such Participant. The Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 with respect to any ParticipantSection. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.14 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an 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 Loan 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 Participants 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 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participations. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 (other than those in the proviso in Section 10.01(d)) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the same extent as if it were requirements and limitations therein, including the Lender and had acquired its interest by assignment pursuant to subsection (brequirements under Section 3.01(e) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, 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. The 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 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an 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 Loan 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 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the Borrower, time sell participations to one or more participants (financial institution(s) or other than the Borrower or any of the Borrower’s AffiliatesPerson(s) (each, each a “Participant”) participating interests in all or a portion any Loans, the Commitment of the Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment such Lender and the Loan owing to it)other interests of such Lender (the “originating Lender”) under the Financing Documents; provided that that: (i) the originating Lender’s obligations under this Agreement the Financing Documents shall remain unchanged, (ii) the originating Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and obligations, (iii) the Borrower Credit Parties and the Agents shall continue to deal solely and directly with the originating Lender in connection with the originating Lender’s rights and obligations under this Agreement. Any agreement the Financing Documents, (iv) no Lender shall transfer or instrument pursuant to grant any participating interest under which the Lender sells such a participation shall provide that the Lender shall retain the sole right to enforce this Agreement and Participant has rights to approve any amendment to, or any consent or waiver with respect to, any Financing Document, except to the extent such amendment, modification consent or waiver would require unanimous consent of the applicable Lenders as described in Section 10.1, and (v) if such Participant does not satisfy the definition of an Eligible Assignee, the Borrower shall be liable for Taxes and Other Taxes to such Participant (or to the originating Lender on behalf of such Participant) in an amount no greater than the amount that it otherwise would have been so liable to the originating Lender (who for purposes hereof, will have been assumed to be in compliance with Section 3.1(c)). In the case of any provision of this Agreement. The Borrower agrees that each such participation, the Participant shall be entitled to the benefits benefit (subject to the requirements and limitations of such Sections) of Sections 3.013.1 (except as set forth in clause (v) above), 3.3, 3.4 and 10.5 as though it were also a Lender hereunder, and 3.04 if amounts outstanding under the Financing Documents are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under the Financing Documents to the same extent as if the amount of its participating interest were owing directly to it were as a Lender under this Agreement (including such rights under Section 10.10). So long as no Default exists, an originating Lender shall provide at least ten Business Days’ prior notice to the Lender and had acquired its interest by assignment pursuant to subsection Borrower (bor such shorter notice period as the Borrower may approve) of this Section (it being understood any proposed participation to a proposed Participant that the documentation required under Section 3.01(d) shall be delivered to the is not already a Lender, a Participant or an Affiliate of a Lender who sells the participation); provided that or a Participant. So long as no Default exists, such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) originating Lender shall not be entitled enter into such proposed participation if the Borrower provides to receive any greater payment under Sections 3.01 or 3.04such originating Lender, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs within ten Business Days after the Participant acquired the applicable participation. The Lender that sells a participation agrees, at the Borrower’s request and expensereceipt of the notice of such proposed participation, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were the Lender. The Lender that sells a participation shall, acting solely for this purpose as an agent notice of the Borrower, maintain ’s objection to the proposed participation to such proposed Participant on the basis that such proposed Participant is a register on which it enters the name and address competitor or an Affiliate of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion a competitor 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 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 the 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 contraryBorrower.

Participations. The Any Lender may at any time, without the consent of, or notice to, any Borrower or the BorrowerAdministrative Agent, sell participations to one or more participants any Person (other than the Borrower a natural Person, a known Defaulting Lender or a Loan Party or any Affiliates or Subsidiaries of the Borrower’s Affiliatesa Loan Party) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, the L/C Issuers and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this AgreementAgreement or any of the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clause (y) of the first proviso to Section 10.01 that affects such Participant and requires the consent of each Lender directly affected thereby. The Each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.14 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 3.01, 3.04 or 3.043.05, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except unless the sale of the participation to such Participant is made with the Borrowers’ prior written consent. A participant shall not be entitled to the benefits of Section 3.01 to the extent such entitlement Participant fails to receive comply with Section 3.01(e) as though it were a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participationLender. The Each Lender that sells a participation agrees, at the a Borrower’s request and expense, to use reasonable efforts to cooperate with the such Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.09 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.14 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the BorrowerBorrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan 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 commitmentsCommitments, loansLoans, letters of credit L/C Borrowings, Swing Line Loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitmentCommitment, loan Loan, L/C Borrowing, Swing Line Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent (and subject to the same limitations) as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, 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. The 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 3.05 3.06 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The 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 Loan 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 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that provided, that, (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided, that, such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (i) through (vi) of Section 11.01(a) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, Section 3.01 (subject to the requirements and 3.04 limitations therein (it being understood that the documentation required under Section 3.01(c) shall be delivered to the participating Lender)) and Section 3.02 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection paragraph (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation)Section; provided that provided, that, such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.03 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.043.02, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 3.03 with respect to any Participant. To the fullest extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided, that, such Participant agrees to be subject to Section 2.11 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an 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 Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that provided, that, no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the other Lenders and a L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (i) through (vii) of Section 11.01(a) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (subject to the requirements and limitations therein, including the requirements under Section 3.01(e) and it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. The 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 Loan 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 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person or the Borrower Parent Guarantor or any of the BorrowerParent Guarantor’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Credit Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Credit Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Credit Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.6 that affects such Participant. The Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.013.9, 3.12, 3.13 and 3.04 3.14 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant shall be subject to the requirements and limitations therein, including the requirements under Section 3.13(f) (it being understood that the documentation required under Section 3.01(d3.13(f) shall be delivered to the Lender who sells the participationparticipating Lender); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 3.7 as though it were the a Lender, provided such Participant agrees to be subject to Section 3.8 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an 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 Loan Loans or other obligations under the Loan Credit 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 commitmentsCommitment, loans, letters of credit Loans or its other obligations under any Loan Credit Document) to any Person except to the extent that such disclosure is necessary to establish that such commitmentCommitment, loan Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Credit Agreement notwithstanding any notice to the contrary.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender, a holder of any Subordinated Debt or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swingline Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participations. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 3.04 11.01 (subject to the same extent as if it were requirements and limitations therein, including the Lender and had acquired its interest by assignment pursuant to subsection (brequirements under Section 3.01(e) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an 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 Loan 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 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection Section 11.06(b) (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions requirements and limitations of Sections 3.05 as if it were an assignee such sections including the documentation requirements under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 with respect to any Participant3.01(e)). To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.11 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the BorrowerBorrower (and such agency being solely for tax purposes), maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interestinterest amounts) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan 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, prima facie evidence of the matters set forth therein and the 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.

Participations. The Any Lender may at any time, without the consent of, or notice to, any Borrower or the BorrowerAdministrative Agent, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or the Borrower Company or any of the BorrowerCompany’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Xxxxxx’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the Lendersuch Xxxxxx’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that is required to be approved by all Lenders or each affected Lender. The Subject to subsection (e) of this Section 10.06, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 10.06 (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered solely to the Lender who sells the participation); provided that such Participant (A) agrees to shall be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph subsection (b) of this Section 10.06 and (B) shall not be entitled to receive any greater payment under Sections Section 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the BorrowerCompany’s request and expense, to use reasonable efforts to cooperate with the Borrower Company to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender, provided such Participant shall be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the BorrowerCompany, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interestrelated interest amounts) of each Participant’s interest in the Loan 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 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than the Borrower a Person described in Section 10.06(b)(v) that is not permitted to be an assignee with respect to Loans or any of the Borrower’s AffiliatesCommitments) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant to the extent that such Lender has such right to agree hereunder. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the requirements and limitations therein, including the requirements under Section 3.01(f) (it being understood that the documentation required under Section 3.01(f) shall be delivered to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation)Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 Section 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section Section; and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 10.13 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender, provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an 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 Loan 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 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a Person that is at the time of the trade date with respect to such sale a natural Person, a Disqualified Lender, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the same extent as if it were requirements and limitations therein, including the Lender and had acquired its interest by assignment pursuant to subsection (brequirements under Section 3.01(e) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, 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. The 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 3.05 3.06 and Section 10.13 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an 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 Loan 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 loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, any Borrower or the BorrowerAdministrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower Company or any of the BorrowerCompany’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph subsection (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s Company's request and expense, to use reasonable efforts to cooperate with the Borrower Company to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the BorrowerBorrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s 's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants 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 or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, 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. The 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 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.14 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an 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 Loan 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 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swingline Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participations. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the same extent as if it were requirements and limitations therein, including the Lender and had acquired its interest by assignment pursuant to subsection (brequirements under Section 3.01(e) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The 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 Loan 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 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swingline Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(b) without regard to the existence of any participations. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the same extent as if it were requirements and limitations therein, including the Lender and had acquired its interest by assignment pursuant to subsection (brequirements under Section 3.01(e) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 11.06; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section 11.06 and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The 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 Loan 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 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates's Affiliates or Subsidiaries) (each, a “"Participant”") in all or a portion of the such Lender’s 's rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender's participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s 's obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the other Lenders and the L/C Issuers shall continue to deal solely and directly with the such Lender in connection with the such Lender’s 's rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (i) through (vi) of Section 10.01(a) that affects such Participant. The Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s 's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. The 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 's interest in the Loan Loans or other obligations under the Loan Documents (the “"Participant Register”"); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s 's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, 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. The 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 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The 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 Loan 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 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person, the Borrower or Borrower, any of the Borrower’s AffiliatesAffiliates or Subsidiaries or, solely to the extent that the list of Disqualified Lenders has been provided to the Administrative Agent and posted to the Lenders, to a Disqualified Lender) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan owing to it)Loans; provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the requirements and limitations of such Sections (it being understood that the documentation required under Section 3.01(e) shall be delivered solely to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation10.06(b); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.11 as though it were a Lender. The 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 interestrelated interest amounts) of each Participant’s interest in the Loan Loans or other obligations under the this Agreement or any other Loan Documents Document (the “Participant Register”); provided provided, that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any commitmentsCommitments, loans, letters of credit Loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitmentCommitment, loan Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the each Lender shall treat each Person whose name is recorded in the such Lender’s Participant Register as the owner of such participation for all purposes of this Agreement Agreement, including payments of interest and principal, notwithstanding any notice to the contrary. The portion of the Participant Register relating to any Participant requesting payment from the Borrower under the Loan Documents shall be made available to the Borrower upon reasonable request. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Sections 10.01(c), 10.01(e), 10.01(h) and 10.01(i) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (without duplication of any amount paid to the applicable Lender) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)participation and shall be delivered to the Borrower on or before the date any Participant exercises any rights hereunder) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, 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. The 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 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant that is disclosed to the Borrower also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.12 as though it were a Lender. The 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 Loan 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 loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury RegulationsRegulations or to the Borrower if such participant requests any compensation from a Loan Party or exercises any right of setoff. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or a Defaulting Lender, or Discovery, the Borrower or any of Discovery’s or the Borrower’s Affiliatesrespective Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender, provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an 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 Loan 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 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants 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, a Disqualified Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the Lendersuch Xxxxxx’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. 110 Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, 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. The 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 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.12 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an 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 Loan 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 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, any Borrower or the BorrowerAdministrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower Company or any of the BorrowerCompany’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and Commitment(s) and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participations. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent (and only to the extent) as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, 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. The Each Lender that sells a participation agrees, at the BorrowerCompany’s request and expense, to use reasonable efforts to cooperate with the Borrower Company to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the BorrowerBorrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan 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 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerParent or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person or a holding company, investment vehicle or trust for, or owned and operated for the Borrower primary benefit of, a natural Person or the Parent or any of the BorrowerParent’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, and (iii) the Borrower Borrowers, the Administrative Agent and Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.8 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver which would require consent of all of the affected Lenders pursuant to the terms of Section 8.2 or of any other Loan Document that affects such Participant. The Borrower agrees Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.013.1, 3.2, 3.4 and 3.04 3.5 (subject to the requirements and limitations therein, including the requirements under Section 3.5(d) (it being understood that the documentation required under Section 3.5(d) shall be delivered to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation)12.2; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 2.20 and 3.6 as if it were an assignee under paragraph (b) of this Section 12.2; and (B) shall not be entitled to receive any greater payment under Sections 3.01 3.1, 3.2 or 3.043.5, with respect to any participation, than the its participating 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. The Each Lender that sells a participation agrees, at the BorrowerParent’s request and expense, to use reasonable efforts to cooperate with the Borrower Parent to effectuate the provisions of Section 3.05 2.20 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.1 as though it were the a Lender; provided that such Participant agrees to be subject to Section 11.2 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the BorrowerBorrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan 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 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 demonstrable error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and each L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the same extent as if it were a Lender who sells the participation)and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, 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. The 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 3.05 Sections 3.06 and 10.13 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The 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 Loan 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 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries or any Disqualified Person) (each, a “Participant”) in all or a portion of its Commitment and/or the Lender’s Loans at the time owing to it (and its rights and/or and obligations under this Agreement (including all or a portion of its Commitment and the Loan owing to itrelating thereto); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, and (iii) the Borrower Borrower, the Administrative Agent and Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.07 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this AgreementAgreement or the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 10.01(a) or Section 10.01(b) that directly and adversely affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.013.01 and 3.02 (subject to the requirements and limitations therein, and 3.04 including the requirements under Section 3.01(g) (it being understood that the documentation required under Section 3.01(g) shall be delivered to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) Section; provided that such Participant shall not be entitled to receive any greater payment under Sections 3.01 or 3.043.02, with respect to any participation, than the its participating 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. The 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 3.05 3.04(b) with respect to any Participant. To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 9.08 10.09 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.09 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an 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 Loan 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 loan, letter of credit or other obligation is in registered form under Section 5f.1035f. 103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, any Borrower or the BorrowerAdministrative Agent, sell participations to one or more participants any Person (other than the a natural Person, a Defaulting Lender or a Borrower or any Affiliates or Subsidiaries of the a Borrower’s Affiliates) (each, 172 a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the requirements and limitations therein, including the requirements under Section 3.01(f)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(f) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, 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. The Each Lender that sells a participation agrees, at the Borrower’s Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrower Borrowers to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.15 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the BorrowerBorrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan 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 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 the 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. 173

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Loan Parties, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may, as may be agreed between such Lender and such Participant, provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the requirements and limitations therein, including the requirements under Section 3.01(e)) (it being understood that the documentation required under Section 3.01(e) shall be delivered to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation10.06(b); provided that such Participant (A) agrees to be subject to complies with the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, 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. The 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 3.05 with respect to any Participant10.06(b). To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided such Participant complies with Section 2.13 as though it were a Lender. The Each Lender shall maintain a register of the names, addresses, and the principal amounts (and stated interest) of the interests of the Participants to which such Lender has sold participations. Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal and interest amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations Obligations under the Loan Documents this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Documentthis Agreement) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan loan, or other obligation is in registered form under Section 5f.103-1(c5f.103-(c) of the United States Treasury RegulationsRegulations or, if different, under Sections 871(h) or 881(c) of the Code in connection with any Tax audit or other Tax proceeding of the Borrower. The entries in the Participant Register shall be conclusive conclusive, absent manifest error, and the 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.

Participations. The Any Lender may at any time, without the consent of, or notice to, FME or the Borrowerother Credit Parties or the Administrative Agent, sell participations to one or more participants any Person (other than the a natural person, a Defaulting Lender, any Borrower or any of the Borrower’s Affiliatestheir respective Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Credit Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swingline Loans) owing to it); provided that (i) the such Lender’s obligations under this Credit Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Credit Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification that extends the time for, reduces the amount or alters the application of proceeds with respect to such obligations and payments required thereon that directly affects such Participant. The Borrower agrees Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.12 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the BorrowerBorrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Credit Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Credit Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Credit Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and obligations, (iii) unless otherwise agreed by the Borrower Borrower, the written agreement or instrument pursuant to which a Lender sells a participation shall include a representation by the Participant that it is not a Disqualified Institution, and (iv) the Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The 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 Loan 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 156 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 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants 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 or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 10.06 (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section 10.06 and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the extent benefits of Section 3.01, unless the Borrower is notified of the participation sold to such entitlement Participant and such Participant agrees, for the benefit of the Borrower, to receive comply with Section 3.01(e) as though it were a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participationLender. The 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 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.11 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an 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 Loan 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 loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) or Proposed Section 1.163-5(b) of the United States Treasury RegulationsRegulations (or, in each case, any amended or successor version). The entries in the Participant Register shall be conclusive absent manifest error, and the 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. Notwithstanding the preceding paragraph, any Participant that is a Farm Credit Lender that (i) has purchased a participation in a minimum amount of $5,000,000, (ii) has been designated as a voting Participant (a “Voting Participant”) in a written notice (a “Voting Participant Notice”) sent by the relevant Lender (or the existing Voting Participant, as applicable) to the Borrower and the Administrative Agent and (iii) receives, prior to becoming a Voting Participant, the consent of the Borrower and the Administrative Agent (such Borrower and Administrative Agent consent to be required only to the extent and under the circumstances it would be required if such Voting Participant were to become a Lender pursuant to an assignment in accordance with Section 10.06(b)) and such consent is not required for an assignment to an existing Voting Participant), shall be entitled to vote as if such Voting Participant were a Lender on all matters subject to a vote by Lenders, and the voting rights of the selling Lender (or selling existing Voting Participant, as applicable) shall be correspondingly reduced, on a dollar-for-dollar basis. To be effective, each Voting Participant Notice shall include, with respect to each Voting Participant, the information that would be included by a prospective Lender in an Assignment and Assumption and the Dollar amount of the participation purchased. Notwithstanding the foregoing, each Farm Credit Lender designated as a Voting Participant in Schedule 10.06 shall be a Voting Participant without delivery of a Voting Participation Notice and without the prior written consent of the Borrower or the Administrative Agent. The selling Lender (or selling existing Voting Participant, as applicable) and the purchasing Voting Participant shall notify the Administrative Agent within three Business Days of any termination, reduction or increase of the amount of, such participation. The Administrative Agent shall be entitled to conclusively rely on information contained in Voting Participant Notices and all other notices delivered pursuant hereto. The voting rights of each Voting Participant are solely for the benefit of such Voting Participant and shall not inure to any assignee or participant of such Voting Participant that is not a Farm Credit Lender.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the Borrower primary benefit of, a natural person), a Defaulting Lender (or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or any of its Subsidiaries) or any Loan Party or any of the Borrower’s AffiliatesLoan Parties’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and Commitments and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (a) through (e) of the first proviso to Section 10.01 that affects such Participant. The Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.06(b); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.01, 3.04, 3.05, 3.06 and 10.13 and any requirements or limitations contained therein as if it were an assignee under paragraph subsection (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participationSection. The 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 3.05 Sections 3.06 and 10.13 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided such Participant agrees to be subject to Section 2.14 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an 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 Loan 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 loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person (or holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person), a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, and the other Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (i) through (vii) of Section 11.01(a) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (subject to the requirements and limitations therein, including the requirements under Section 3.01(e) and it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. The 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 Loan 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 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The (i) Any Lender may at any timemay, without the consent of, or notice toof either Borrower, the BorrowerAgent, any Issuing Bank or the Swingline Lender, sell participations to one or more participants Eligible Assignees (other than the Borrower or any of the Borrower’s Affiliates) (each, a “ParticipantParticipants”) in all or a portion of the such Lender’s rights and/or and obligations under this Agreement (including all or a portion of its Commitment Commitments and the Loan Loans owing to it); provided that (iA) the such Lender’s obligations under this Agreement shall remain unchanged, (iiB) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and obligations, (iiiC) the Borrower Borrowers, the Agent, the Issuing Banks, the Swingline Lender and the other Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this AgreementAgreement and (D) without the prior written consent of the Agent, no participation shall be sold to a prospective participant that bears a relationship to any Borrower described in Section 108(e)(4) of the Code. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve approve, without the consent of any Participant, any amendment, modification or waiver of any provision of this AgreementAgreement or any other Loan Document; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 8.2 that affects such Participant or requires the approval of all of the Lenders. The Subject to paragraph (c)(ii) of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, and 3.04 Article III to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 with respect to any ParticipantSection. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.1 as though it were the a Lender. The 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 Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation such Participant agrees to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating be subject to Section 11.2 as though it were a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan 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 the 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 contraryLender.

Participations. The A Lender may at any time, without with the prior written consent ofof the Borrower (unless an Event of Default exists and is continuing or such participation is to Lender or an Affiliate or Approved Fund of a Lender), such consent not to be unreasonably withheld or notice to, the Borrowerdelayed, sell participations to one or more participants (other than the Borrower or any of the Borrower’s Affiliates) Eligible Assignee (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and the Loan portion of any Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the Borrower, the other parties hereto Lenders and the Administrative Agent for the performance of such obligations and (iii) the Borrower and the Administrative Agent shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this AgreementAgreement and the other Loan Documents; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that would require the consent of all of the Lenders or such Lender. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.01 and 3.04 3.03 (subject to the limitations and requirements of those Sections) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 10.06; provided that the Participant shall not be entitled to the benefits of Section 3.01 to the extent of any Taxes imposed as a result of such Participant’s failure to provide the forms required under Section 3.01(g) if it were a Lender (it being understood that the documentation required under Section 3.01(d) Participant shall be delivered provide such forms to the participating Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions instead of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 with respect to any Participant). To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.12 as though it were a Lender. The 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 Loan 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 to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit the Loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that the Loans or such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants 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 or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and Commitments and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections Section 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were the Lender. The 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 Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s 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 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 the 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.Section

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries or any Disqualified Person) (each, a “Participant”) in all or a portion of its Commitment and/or the Lender’s Loans at the time owing to it (and its rights and/or and obligations under this Agreement (including all or a portion of its Commitment and the Loan owing to itrelating thereto); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, and (iii) the Borrower Borrower, the Administrative Agent and Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.07 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this AgreementAgreement or the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 10.01(a) or Section 10.01(b) that directly and adversely affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.013.01 and 3.02 (subject to the requirements and limitations therein, and 3.04 including the requirements under Section 3.01(g) (it being understood that the documentation required under Section 3.01(g) shall be delivered to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) Section; provided that such Participant shall not be entitled to receive any greater payment under Sections 3.01 or 3.043.02, with respect to any participation, than the its participating 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. The 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 3.05 3.04(b) with respect to any Participant. To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 9.08 10.09 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.09 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an 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 Loan 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 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and obligations, (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement, (iv) the amount of the participation sold shall not be less than $5,000,000 or increments of $1,000,000 in excess thereof, (v) the participations may be sold only to Qualified Institutional Buyers, (vi) the participants may not sell additional participations, and (vi) the Lender shall provide notice of such participation to the Administrative Agent and the Borrower. For avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, 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. The 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 3.05 3.06 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.12 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an 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 Loan 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 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Each Lender, acting solely for this purpose as an agent of the Borrower (and such agency being solely for tax purposes), shall maintain at such Lender’s Lending Office a register for the recordation of the names and addresses of each of its Participants, and the amount of the participation sold to such Participant by such Lender and the related interest amounts owing to such Participant. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in subsections (a), (b) or (c) of the first proviso to Section 10.01 that affects such Participant. The Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 with respect to any ParticipantSection. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender. The 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 Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation such Participant agrees to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating be subject to Section 2.12 as though it were a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan 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 the 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 contraryLender.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than the Borrower a Person described in Section 10.06(b)(v) that is not permitted to be an assignee with respect to Loans or any of the Borrower’s AffiliatesCommitments) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the requirements and limitations therein, including the requirements under Section 3.01(f) (it being understood that the documentation required under Section 3.01(f) shall be delivered solely to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation)Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 Section 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section Section; and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 10.13 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender, provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an 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 Loan 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 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Lender may at any time, without the consent of, or notice to, the Borrower, sell participations to one or more participants (other than the Borrower or any of the Borrower’s Affiliates) (each, a “Participant”) in all or a portion of the Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and the Loan owing to it); provided that (i) the Lender’s obligations under this Agreement shall remain unchanged, (ii) the Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower shall continue to deal solely and directly with the Lender in connection with the Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the Lender sells such a participation shall provide that the Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, and 3.04 3.02 to the same extent as if it were the Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.04 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.043.02, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 3.04 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were the Lender. The 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 Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s 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 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 the 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.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the other Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (i) through (vi) of Section 11.01(a) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. The 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 Loan 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 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 10.01(a) – (f) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 3.01, 3.04 or 3.043.05, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an 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 Loan 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 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (a), (b), (c) or (f) of the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the same extent as if it were requirements and limitations therein, including the Lender and had acquired its interest by assignment pursuant to subsection (brequirements under Section 3.01(e) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, 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. The 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 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an 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 Loan 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 commitmentsCommitments, loansLoans, letters Letters of credit Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitmentCommitment, loan 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.05 and 3.04 3.06 (subject to the requirements and limitations therein, including the requirements under Section 3.01(f) (it being understood that the documentation required under Section 3.01(f) shall be delivered to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation)Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.07 and 10.13 as if it were an assignee under paragraph (b) of this Section Section; and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.043.05, with respect to any participation, than the its participating 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. The 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 3.05 10.13 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.09 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an 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 Loan 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 loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s 's rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s 's obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s 's rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that directly affects such Participant. The Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of of, and subject to the obligations of, Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the same extent as if it were a Lender who sells the participation)and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, 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 participationSection. The Each Lender that sells a participation agrees, at the Borrower’s 's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an 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 Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s 's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants 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 or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and Commitments and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) 108 shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections Section 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.10 as though it were a Lender. The 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 Loan 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 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the Borrowerany Loan Party or Agent, sell participations to one or more participants any Person (other than the Borrower a natural person or any of the BorrowerLoan Party’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and Commitments and/or the Loan Loans (including such Lender’s participations in L/C Obligations) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Loan Parties, Agent, the L/C Issuer and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrower Subject to subsection (e) of this Section, each Loan Party agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 with respect to any ParticipantSection. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the BorrowerCompany, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan or Loans and the 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 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 the 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, Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, any Borrower or the BorrowerAdministrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower Company or any of the BorrowerCompany’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the requirements and limitations therein, including the requirements under Section 3.01(e) (it being understood that the 127 68208499_3 documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the same extent as if it were a Lender who sells the participation)and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, 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. The Each Lender that sells a participation agrees, at the Borrower’s Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrower Borrowers to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the BorrowerBorrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan 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 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the other Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (i) through (vii) of Section 11.01(a) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an 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 Loan 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 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 the 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. 118

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, 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. The 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 3.05 3.06 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The 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 Loan 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 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that, to the extent the consent of such Lender to such amendment, waiver or other modification under this Agreement is required by the first proviso to Section 10.01, such Lender will not, without the consent of the Participant, agree to such amendment, waiver or other modification. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.013.013.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b)(b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 3.06 and Section 10.13 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.11 as though it were a Lender. The 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 .stated interest) of each Participant’s interest in the Loan 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 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or but with notice to, the BorrowerBorrower and the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and Commitments and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swingline Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participations. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of a Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, 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. The 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 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an 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 Loan 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 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable Credit Agreement 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. The Each Lender that sells a participation agrees, at the Borrower’s request and expenserequest, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The 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 Loan 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 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or any other Loan Party, sell participations to one or more participants (other than the Borrower or any of the Borrower’s Affiliates) (each, a “Participant”) Participant in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and Commitment(s) and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, and (iii) the Borrower Borrower, Parent Guarantor each other Loan Party, Administrative Agent, and Lenders shall continue to deal solely and directly with the such Lender in connection with the Lendersuch Xxxxxx’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.1(b) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Section 11.10 which requires the consent of all Lenders and affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.013.1, 3.4 and 3.04 3.5 (subject to the requirements and limitations therein, including the requirements under Section 3.4(g) (it being understood that the documentation required under Section 3.4(g) shall be delivered to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection paragraph (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation)Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 Section 3.6 as if it were an assignee under paragraph (b) of this Section 4858-2715-9620 v.17 99 Section; and (B) shall not be entitled to receive any greater payment under Sections 3.01 3.1 or 3.043.4, with respect to any participation, than the its participating 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. The Each Lender that sells a participation agrees, at the BorrowerXxxxxxxx’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.05 3.6 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 11.25 as though it were a Lender; provided that such Participant agrees to pay to Administrative Agent any amount set-off for application to the Obligations under the Loan Documents as required pursuant to Section 11.25; provided further that such Participant agrees to be subject to Section 11.23 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an 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 Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, any Borrower, the BorrowerAdministrative Agent, the L/C Issuer or the Swing Line Lender, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or the Borrower Parent or any of the BorrowerParent’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, the other Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (i) through (viii) of the Section 11.01(a) that affects such Participant. The Each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the BorrowerCompany’s request and expense, to use reasonable efforts to cooperate with the Borrower Company to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the BorrowerBorrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan 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 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrowers or the Administrative Agent, sell participations to one or more participants any Person (other than the Borrower a natural Person, a Defaulting Lender or Newpark or any of the BorrowerNewpark’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participations. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 (other than those in the proviso in Section 10.01(d)) that affects such Participant. The Borrower agrees Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the same extent as if it were requirements and limitations therein, including the Lender and had acquired its interest by assignment pursuant to subsection (brequirements under Section 3.01(e) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, 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. The Each Lender that sells a participation agrees, at the BorrowerNewpark’s request and expense, to use reasonable efforts to cooperate with the Borrower Newpark to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the BorrowerNewpark, 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 Loan 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 loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c5f.103‑1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swingline Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participations. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The 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 Loan 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 137 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than the Borrower a Person described in Section 10.06(b)(v) that is not permitted to be an assignee with respect to Loans or any of the Borrower’s AffiliatesCommitments) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the requirements and limitations therein, including the requirements under Section 3.01(f) (it being understood that the documentation required under Section 3.01(f) shall be delivered to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation)Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 Section 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section Section; and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the its participating 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. The 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 3.05 10.13 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an 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 Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s 's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants 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 or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the other Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (i) through (vi) of Section 11.01(a) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (subject to the requirements and limitations therein, including the requirements under Section 3.01(e) and it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who which sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. The 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 Loan 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 loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, either Borrower or the BorrowerAdministrative Agent, sell participations to one or more participants any Person (other than the Borrower a natural Person, a Defaulting Lender or either Borrowers or any of the Borrower’s Affiliatesits Affiliates or Subsidiaries) (each, a “Participant”” ) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with the such Lender in connection with the such Lender’s ’ s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrower agrees Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(f) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrower Borrowers to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the BorrowerBorrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan 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 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerCompany or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower Company or any of the BorrowerCompany’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall will remain unchanged, (ii) the such Lender shall will remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower shall Company, the Administrative Agent, the Lenders and the L/C Issuer will continue to deal solely and directly with the such Lender in connection with the such Lender’s 's rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall will provide that the such Lender shall will retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower Subject to subsection (f) of this Section, the Company agrees that each Participant shall will be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph subsection (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the Borrower’s Company's request and expense, to use reasonable efforts to cooperate with the Borrower Company to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the BorrowerCompany, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s 's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that (a) such disclosure is necessary to establish that such commitment, loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury RegulationsRegulations or (b) a Lender is requesting, on behalf of a Participant, payment of an amount contemplated by Section 3.01, 3.04 or 3.05. The entries in the Participant Register shall be conclusive absent manifest error, and the 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 103 notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the other Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (i) through (vii) of Section 11.01(a) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an 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 Loan 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 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 the 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. 118

Participations. The Any Lender may at any time, without the consent of, or notice to, any Borrower or the BorrowerAdministrative Agent, sell participations to one or more participants any Person (other than a natural person, a Defaulting Lender or the Borrower Company or any of the BorrowerCompany’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s 's rights and obligations under this Agreement. Any For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Except as otherwise provided in Section 10.06(g), any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph subsection (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the BorrowerCompany’s request and expense, to use reasonable efforts to cooperate with the Borrower Company to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an agent of the BorrowerBorrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan 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 148 148 of any Participant or any information relating to a Participant’s 's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 11.01(a) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13as though it were a Lender. The 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 Loan 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 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 the 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. 108 SILICON LABORATORIES INC. THIRD AMENDMENT TO CREDIT AGREEMENT

Participations. The Any Lender may at any time, without the consent of, or notice to, Borrower or the Borrower, Administrative Agent sell participations to one or more participants any Person (other than the a natural Person or Borrower or any of the Borrower’s AffiliatesSubsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Borrower, the Borrower Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement; provided that such Lender may agree that it will not, without the consent of such Participant, agree to any amendment, modification or waiver described Section 10.01(b), (c) and (d) to the extent affecting such Participant. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this AgreementAgreement or the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Subject to subsection (e) of this Section, Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 (subject to the requirements and obligations of those Sections, including the timely delivery of forms pursuant to Section 3.01(e)) to the same extent as if it were the relevant Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 with respect to any ParticipantSection. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender. The 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 Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation such Participant agrees to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating be subject to Section 2.10 as though it were a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan 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 the 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 contraryLender.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than the Borrower a natural Person, a Defaulting Lender or PRA or any of the BorrowerPRA’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrowers, the Administrative Agent, the other Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (i) through (vi) of Section 11.01(a) that affects such Participant. The Borrower agrees Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at the BorrowerPRA’s request and expense, to use reasonable efforts to cooperate with the Borrower Borrowers to effectuate the provisions of Section 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the BorrowerPRA, 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 Loan 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 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the other Lenders and the L/C Issuer shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (i) through (vii) of Section 11.01(a) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had CHAR2\1546565v13 acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 11.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. The 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 Loan 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 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower or the Administrative Agent, sell participations to one or more participants any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that, to the extent the consent of such Lender to such amendment, waiver or other modification under this Agreement is required by the first proviso to Section 10.01, such Lender will not, without the consent of the Participant, agree to such amendment, waiver or other modification. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.013.013.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection (bb)(b) of this Section (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b)(b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 3.013.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 3.06 and Section 10.13 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.0810.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.112.13 as though it were a Lender. The 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 .stated interest) of each Participant’s interest in the Loan 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 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 the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any time, without the consent of, or notice to, the BorrowerBorrower 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 one or more participants (other than natural Persons, a Defaulting Lender or the Borrower or any of the Borrower’s AffiliatesAffiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Loan Loans owing to it); provided that (i) the such Lender’s obligations under this Agreement shall remain unchanged, (ii) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower Borrower, the Administrative Agent, the Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.04 3.05 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to subsection clause (b) of this Section 10.06 (it being understood that the documentation required under Section 3.01(d3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause (b) of this Section 10.06; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 3.06 and 10.13 as if it were an assignee under paragraph clause (b) of this Section 10.06 and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The 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 3.05 3.06 with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 10.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an 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 Loan 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 loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participations. The Any Lender may at any timemay, without the consent of, or notice toof the Borrower, the BorrowerAdministrative Agent, any Issuing Bank or any Swingline Lender, sell participations to one or more participants (other than the Borrower or any of the Borrower’s Affiliates) Eligible Assignees (each, a “Participant”) in all or a portion of the such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment Commitments and the Loan owing to itLoans of any Class); provided that (iA) the such Lender’s obligations under this Agreement shall remain unchanged, (iiB) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iiiC) the Borrower Borrower, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender’s rights and obligations under this Agreement and (D) the Participant will under no circumstances (x) be subrogated to, or substituted in respect of, the Lender’s claims under this Agreement and (y) have otherwise any contractual relationship with, or rights against, the Borrower under or in relation to this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this AgreementAgreement or any other Loan Document; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in clause (i), (ii), (iii), (vi) or (vii) in the first proviso to Section 9.02(b) that affects such Participant or requires the approval of all the Lenders. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.012.15, 2.16 and 3.04 2.17 (subject to the requirements and limitations therein, including the requirements under Section 2.17(f) (it being understood and agreed that the documentation required under Section 2.17(f) shall be delivered to the participating Lender)) to the same extent as if it were the a Lender and had acquired its interest by assignment and delegation pursuant to subsection paragraph (b) of this Section (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation)Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.05 2.18 and 2.19 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 Section 2.15 or 3.042.17, with respect to any participation, than the its participating 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. The 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 3.05 2.19(b) with respect to any Participant. To the extent permitted by Lawlaw, each Participant also shall be entitled to the benefits of Section 9.08 as though it were the a Lender; provided that such Participant agrees to be subject to Section 2.18(c) as though it were a Lender. The Each Lender that sells a participation shall, acting solely for this purpose as an 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 Loan Loans or other obligations under the this Agreement or any other Loan Documents Document (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitmentsCommitments, loansLoans, letters Letters of credit Credit or its other obligations under this Agreement or any other Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitmentCommitment, loan 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 the 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.