Common use of Participations Clause in Contracts

Participations. Any Purchaser may sell to one or more Persons (each a “Participant”) participating interests in the interests of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation under which the Participant shall have rights to approve any amendment to or waiver of this Agreement or any other Transaction Document. Such Purchaser shall remain solely responsible for performing its obligations hereunder, and each Seller, the Servicer, the Collateral Agent, each Purchaser Agent, each other Purchaser and the Administrative Agent shall continue to deal solely and directly with such Purchaser in connection with such Purchaser’s rights and obligations hereunder. Each Participant shall be subject to the requirements under Section 3.3(e)(v) as if such Participant were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser Agents. Each Purchaser that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Sellers, maintain a register on which it enters the name and address of each Participant and the Purchases (and Yield, fees, and other similar amounts under this Agreement) of each Participant’s interest in the interests of such Purchaser under the Transaction Documents (the “Participant Register”); provided that no Purchaser shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any Pool Receivables or Related Assets or other obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such interest or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any responsibility for maintaining a Participant Register.

Participations. Any Purchaser Revolving Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one or more Persons any Eligible Assignee (each other than a natural person) (each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunderRevolving Lender’s rights and/or obligations under this Credit Agreement (including all or a portion of its Revolving Commitment and/or Loans (including such Revolving Lender’s participations in L/C Obligations) owing to it); providedprovided that (i) such Revolving Lender’s obligations under this Credit Agreement shall remain unchanged, however, that no Purchaser shall grant any participation under which the Participant shall have rights to approve any amendment to or waiver of this Agreement or any other Transaction Document. Such Purchaser (ii) such Revolving Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunder, and each Seller(iii) the Borrower, the ServicerAdministrative Agent, the Collateral Agent, each Purchaser Agent, each other Purchaser Revolving Lenders and the Administrative Agent L/C Issuers shall continue to deal solely and directly with such Purchaser Revolving Lender in connection with such PurchaserRevolving Lender’s rights and obligations hereunderunder this Credit Agreement. Each Any agreement or instrument pursuant to which a Revolving Lender sells such a participation shall provide that such Revolving 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 Revolving 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. Subject to subsection (e) of this Section 11.06, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Revolving Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 11.06. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Revolving Lender, provided such Participant agrees to be subject to the requirements under Section 3.3(e)(v) 2.12 as if such Participant though it were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser AgentsRevolving Lender. Each Purchaser Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Participation shall record the Sellers, maintain same in a register on which it enters the name and address of each Participant and the Purchases (and Yield, fees, and other similar amounts under this Agreement) of each Participant’s interest as set forth in the interests of such Purchaser under the Transaction Documents (the “Participant Register”Section 2.13(c); provided that no Purchaser shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any Pool Receivables or Related Assets or other obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such interest 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 such register shall be conclusive conclusive, absent manifest error, and such Purchaser Lender shall treat each Person person whose name is recorded in the Participant Register such register as the owner of such participation Participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any no responsibility for maintaining a Participant Register.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Company or the Administrative Agent, sell participations to one any Person (other than a natural person, any Credit Party or more Persons any Credit Party’s Affiliates or Subsidiaries, or, unless an Event of Default has occurred and is continuing, any competitor of the Company or any of its Subsidiaries or any Affiliate of any such competitor) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunderand (iii) the Company, and each Seller, the Servicer, the Collateral Agent, each Purchaser Agent, each other Purchaser and the Administrative Agent and the Lenders, Issuing Lender and Swingline Lender shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that affects such Participant. Subject to paragraph (e) of this Section, each of the Borrowers agrees that each Participant shall be entitled to the benefits of Sections 2.14 and 2.16 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 such Participant agrees to be subject to the requirements under Section 3.3(e)(v) Sections 2.14 and 2.16 as if it were a Lender. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.7 as though it were a Lender, provided such Participant agrees to be subject to Section 2.11 as though it were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser AgentsLender. Each Purchaser Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the SellersCompany, maintain a register in the United States on which it enters the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each Participant’s interest in the interests of such Purchaser Loans or other obligations under the Transaction Credit Documents (the “Participant Register”); provided that no Purchaser shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any Pool Receivables or Related Assets or other obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such interest or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser Lender shall treat each Person person whose name is recorded in the Participant Register register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any responsibility for maintaining a Participant Register.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, Borrowers, Administrative Agent, any Issuing Lender, or Swingline Lender, sell participations to one any Person (other than a natural Person or more Persons a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or Borrowers or any of Borrowers’ Affiliates or Subsidiaries, or a Person that at such time is a Disqualified Institution) (each a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitments or the Loans (including such Lender’s participations in LC Disbursements or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunderand (iii) Borrowers, and each Seller, the Servicer, the Collateral Administrative Agent, each Purchaser AgentIssuing Lender, each other Purchaser Swingline Lender and the Administrative Agent other Lenders shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement unless, with respect to the participation in question, the Lender has sold a participation to a Voting Participant. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.3(c) with respect to any payments made by such Lender to its Participants. Except with respect to sales of participations to Voting Participants, any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 10.2(b) that affects such Participant. Each Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.14, 2.15 and 2.16, (subject to the requirements and limitations therein, including the requirements under Section 3.3(e)(v2.16(g) as if such Participant were a Purchaser, (it being understood that the documentation required under such section Section 2.16(g) shall be delivered to the participating Purchaser. A Purchaser Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.4(b); provided that such Participant (1) agrees to be subject to the provisions of Section 2.18 as if it were an assignee under Section 10.4(b); and (2) shall not agree be entitled to receive any greater payment under Sections 2.14 and 2.16, with a Participant to restrict such Purchaser’s right to agree respect to any amendment heretoparticipation, than its participating Lender would have been entitled to receive, except amendments to the extent such entitlement to receive a greater payment results from a Change in Law that require occurs after the consent of all Purchasers or all Purchaser AgentsParticipant acquired the applicable participation. Each Purchaser Lender that sells a participation agrees, at Borrowers request and expense, to use reasonable efforts to cooperate with Borrowers to effectuate the provisions of Section 2.18 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.8 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.17(d). Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the SellersBorrowers, maintain a register on which it enters the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each Participant’s interest in the interests of such Purchaser Loans or other obligations under the Transaction Loan Documents (the “Participant Register”); provided that no Purchaser 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 Pool Receivables Commitments, Loans, Letters of Credit or Related Assets or its other obligations under any Transaction Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such interest Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser 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, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any no responsibility for maintaining a Participant Register.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to one any Person (other than a natural person or more Persons any Borrowers or any of the Borrowers’ Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans (including such Lender’s participations in Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunderand (iii) the Borrower, and each Seller, the Servicer, the Collateral Agent, each Purchaser Agent, each other Purchaser and the Administrative Agent and the Lenders, Issuing Bank and Swingline Lender shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 10.01 that affects such Participant. Subject to paragraph (e) of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to the requirements under Section 3.3(e)(v) 2.13 as if such Participant though it were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser AgentsLender. Each Purchaser Lender that sells a participation shallparticipation, acting solely for this purpose as a non-fiduciary an agent of the SellersBorrower, shall maintain a register on which it enters the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each Participant’s interest in the interests of such Purchaser Loans or other obligations under the Transaction Documents this Agreement (the “Participant Register”); provided that no Purchaser shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any Pool Receivables or Related Assets or other obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such interest 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 errorconclusive, and such Purchaser Lender, each Loan Party and the Administrative Agent shall treat each Person person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of such participation for all purposes of this Agreement Agreement, notwithstanding any notice to the contrary. For the avoidance of doubt, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any responsibility for maintaining a Participant Register.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, any Borrower, the Administrative Agent, any Swing Line Lender or any L/C Issuer, sell participations to one any Person (other than a natural Person, or more Persons 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 Company or any of the Company’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunder, and each Seller(iii) the Borrowers, the ServicerAdministrative Agent, the Collateral Agent, each Purchaser Agent, each other Purchaser Lenders and the Administrative Agent L/C Issuers shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Company agrees that each Participant shall be subject entitled to the requirements under Section 3.3(e)(v) benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if such Participant it were a Purchaser, Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under such section Section 3.01(e) shall be delivered to the participating Purchaser. A Purchaser Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 10.13 as if it were an assignee under subsection (b) of this Section and (B) shall not agree be entitled to receive any greater payment under Sections 3.01 or 3.04, with a Participant to restrict such Purchaser’s right to agree respect to any amendment heretoparticipation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except amendments to the extent such entitlement to receive a greater payment results from a Change in Law that require occurs after the consent of all Purchasers or all Purchaser AgentsParticipant acquired the applicable participation. Each Purchaser Lender that sells a participation agrees, at the Company’s request and expense, to use reasonable efforts to cooperate with the Company to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Sellersapplicable Borrower, maintain a register on which it enters the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each Participant’s interest in the interests of such Purchaser Loans or other obligations under the Transaction Loan Documents (the “Participant Register”); provided that no Purchaser 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 Pool Receivables commitments, loans, letters of credit or Related Assets or its other obligations under any Transaction Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such interest commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser 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, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any no responsibility for maintaining a Participant Register.

Participations. Any Purchaser may sell to one or more Persons (each a “Participant”) participating interests in the interests of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation under which the Participant shall have rights to approve any amendment to or waiver of this Agreement or any other Transaction Document. Such Purchaser shall remain solely responsible for performing its obligations hereunder, and each Seller, the Servicer, the Collateral Agent, each Purchaser Agent, Agent and each other Purchaser and the Administrative Agent shall continue to deal solely and directly with such Purchaser in connection with such Purchaser’s rights and obligations hereunder. Each Participant shall be subject to the requirements under Section 3.3(e)(v) as if such Participant were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser Agents. Each Purchaser that sells a participation shall, acting solely for this purpose as a non-fiduciary an agent of the Sellers, maintain a register on which it enters the name and address of each Participant and the Purchases (and Yield, fees, and other similar amounts under this Agreement) of each Participant’s interest in the interests of such Purchaser under the Transaction Documents (the “Participant Register”); provided that no Purchaser shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's ’s interest in any Pool Receivables or Related Assets or other obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such interest or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, neither the Collateral Agent nor the any Administrative Agent (in its capacity as an Administrative Agent) shall have any responsibility for maintaining a Participant Register.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural person, a Defaulting Lender or more Persons the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of the Loan owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunderand (iii) the Borrower, and each Seller, the Servicer, the Collateral Agent, each Purchaser Agent, each other Purchaser and the Administrative Agent and the Lenders shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.03(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and 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 9.02(b)(i) that affects such Participant. Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.14, 2.15 and 2.16 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to the requirements under Section 3.3(e)(v) Sections 2.17 and 2.18 as if such Participant though it were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser AgentsLender. Each Purchaser Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the SellersBorrower, maintain a register on which it enters the name and address of each Participant and the Purchases (principal amounts and Yield, fees, and other similar amounts under this Agreement) interest thereon of each Participantparticipant’s interest in the interests of such Purchaser Loan or other obligations under the Transaction Documents this Agreement (the “Participant Register”); provided that no Purchaser 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 Pool Receivables loans or Related Assets or its other obligations under any Transaction Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such interest loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser Lender shall treat each Person person whose name is recorded in the Participant Register as the owner of such the participation in question for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any no responsibility for maintaining a Participant Register.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to one any Person (other than a natural person, a Defaulting Lender or more Persons either Borrower or any of the Borrowers’ respective Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunder, and each Seller(iii) the Borrowers, the ServicerAdministrative Agent, the Collateral Agent, each Purchaser Agent, each other Purchaser Lenders and the Administrative Agent L/C Issuer shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. Subject to subsection (e) of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01 (subject to the requirements and limitations therein, including the requirements under Section 3.3(e)(v3.01(f) as if such Participant were a Purchaser, (it being understood that the documentation required under such section Section 3.01(f) shall be delivered to the participating PurchaserLender)), 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. A Purchaser To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation agrees, at the Borrowers’ request and expense, to use reasonable efforts to cooperate with each Borrower to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 3.01 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender and such Participant shall not agree be entitled to receive any greater payment under Sections 3.01 or 3.04, with a Participant to restrict such Purchaser’s right to agree respect to any amendment heretoparticipation, than its participating Lender would have been entitled to receive, except amendments to the extent such entitlement to receive a greater payment results from a Change in Law that require occurs after the consent of all Purchasers or all Purchaser AgentsParticipant acquired the applicable participation. Each Purchaser Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary an agent of the SellersBorrowers, maintain a register on which it enters the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each Participant’s interest in the interests of such Purchaser Loans or other obligations under the Transaction Loan Documents (the “Participant Register”); provided that no Purchaser 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 Pool Receivables commitments, loans, letters of credit or Related Assets or its other obligations under any Transaction Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such interest commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser 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, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any no responsibility for maintaining a Participant Register.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural person, a Defaulting Lender or more Persons the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunder, and each Seller(iii) the Borrower, the ServicerAdministrative Agent, the Collateral Agent, each Purchaser Agent, each other Purchaser Lenders and the Administrative Agent L/C Issuers shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may, 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. Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be subject entitled to the requirements benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.06(b); provided that such Participant complies with the provisions of Section 3.06 as if it were an assignee under Section 3.3(e)(v) 10.06(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as if though it were a Lender; provided such Participant complies with Section 2.13 as though it were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser AgentsLender. Each Purchaser 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 a non-fiduciary agent of the SellersBorrower, maintain a register on which it enters the name and address of each Participant and the Purchases (principal and Yield, fees, and other similar interest amounts under this Agreement) of each Participant’s interest in the interests of such Purchaser Loans or other Obligations under the Transaction Documents this Agreement (the “Participant Register”); provided that no Purchaser Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant's ’s interest in any Pool Receivables commitments, loans, or Related Assets or its other obligations under any Transaction Documentthis Agreement) to any Person except to the extent that such disclosure is necessary to establish that such interest commitment, 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 such Purchaser 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, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any responsibility for maintaining a Participant Register.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural person or more Persons the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Revolving Credit Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunder, and each Seller(iii) the Borrower, the ServicerAdministrative Agent, the Collateral Agent, each Purchaser Agent, each other Purchaser Lenders and the Administrative Agent L/C Issuer shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section and shall likewise be subject to the requirements under provisions of Sections 3.01(f) and 3.06(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 3.3(e)(v) 10.08 as if though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser Agents. Each Purchaser that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Sellers, maintain a register on which it enters the name and address of each Participant and the Purchases (and Yield, fees, and other similar amounts under this Agreement) of each Participant’s interest in the interests of such Purchaser under the Transaction Documents (the “Participant Register”); provided that no Purchaser shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any Pool Receivables or Related Assets or other obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such interest or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any responsibility for maintaining a Participant RegisterLender.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural person, a Defaulting Lender or more Persons the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunder, and each Seller(iii) the Borrower, the ServicerAdministrative Agent, the Collateral Agent, each Purchaser Agent, each other Purchaser Lenders and the Administrative Agent L/C Issuer shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each Participant shall be subject to the requirements under Section 3.3(e)(v) as if such Participant were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser Agents. Each Purchaser Lender that sells a participation shall, acting solely for pursuant to this purpose as a non-fiduciary agent of the Sellers, Section 10.6(d) shall maintain a register on which it enters records the name and address of each Participant participant and the Purchases (and Yield, fees, and other similar principal amounts under this Agreement) of each Participantparticipant’s participation interest in with respect to the interests of such Purchaser under the Transaction Documents Loans (the each, a “Participant Register”); provided that no Purchaser shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any Pool Receivables or Related Assets or other obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such interest or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such a participation with respect to the Loans for all purposes of under this Agreement Agreement, notwithstanding any notice to the contrary. For Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the avoidance sole right to enforce this Agreement and to approve any amendment, modification or waiver of doubtany provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, neither without the Collateral Agent nor consent of the Administrative Agent Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. Subject to subsection (in e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its capacity interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as Administrative Agent) shall have any responsibility for maintaining though it were a Lender, provided such Participant Registeragrees to be subject to Section 2.12 as though it were a Lender.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, any Borrower or either Administrative Agent, sell participations to one or more Persons any Person (each other than a natural person) (each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitments and/or the Advances owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunder, and each Seller, (iii) the Servicer, the Collateral Agent, each Purchaser Agent, each other Purchaser Borrowers and the Administrative Agent Lender Parties shall continue to deal solely and directly with such Purchaser Lender Party in connection with such PurchaserLender Party’s rights and obligations hereunderunder this Agreement. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in clauses (a) – (e) of Section 9.2 (that adversely affects such Participant). Subject to paragraph (d) of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of, and subject to the requirements under of, Section 3.3(e)(v2.12, Section 2.13 and Section 2.15 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (a) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 7.4 as though it were a Lender, provided such Participant agrees to be subject to Section 2.14(f)(i) as if such Participant though it were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser AgentsLender. Each Purchaser US Lender or Term Loan Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary an agent of the SellersUS Borrower, maintain a register in the United States on which it enters the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each Participant’s interest in the interests of such Purchaser Obligations under the Transaction Credit Documents (the “Participant Register”); provided that ) and no Purchaser US Lender or Term Loan Lender shall have any obligation to disclose all or any portion of the information contained in any Participant Register (including the identity of any Participant or any information relating to a the Participant's interest in any Pool Receivables or Related Assets or other obligations ’s interests under any Transaction Documentthis Agreement) to any Person except to the extent that such disclosure is necessary to establish ensure that the rights and obligations reflected in such interest register, or other obligation is in any Register, are in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser US Lender or Term Loan 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 Each Borrower hereby agrees that each US Lender or Term Loan Lender acting as its agent solely for the avoidance purpose set forth above in this clause (c), shall not subject such US Lender or Term Loan Lender to any fiduciary or other implied duties, all of doubt, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any responsibility for maintaining a Participant Registerwhich are hereby waived by each Borrower.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to one any Person (other than a natural Person, a Defaulting Lender or more Persons the Company or any of the Company’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunder, and each Seller(iii) the Borrowers, the ServicerAdministrative Agent, the Collateral Agent, each Purchaser Agent, each other Purchaser Lenders and the Administrative Agent L/C Issuer shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 11.01(a) that affects such Participant. 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 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender, provided such Participant agrees to be subject to the requirements under Section 3.3(e)(v) 2.13 as if such Participant though it were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser AgentsLender. Each Purchaser Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary an agent of the SellersCompany, maintain a register on which it enters the name and address of each such Participant and the Purchases (and Yield, fees, and other similar amounts under this Agreement) of each Participant’s interest in the interests of such Purchaser under the Transaction Documents rights and/or obligations sold (the “Participant Register”); provided that no Purchaser 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 Pool Receivables commitments, loans, letters of credit or Related Assets or its other obligations under any Transaction Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such interest commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser 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, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any no responsibility for maintaining a Participant Register.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to one any Person (other than a natural person, a Defaulting Lender or more Persons the Borrowers or any of the Borrowers’ respective Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans (including such Lender’s participations in LC Disbursements and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunder, and each Seller(iii) the Borrowers, the ServicerAdministrative Agent, the Collateral Agent, each Purchaser Agent, each other Purchaser Lenders and the Administrative Agent Issuing Banks shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 9.02(b)(i) that affects such Participant. Subject to paragraph (e) of this Section, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.14, 2.15 and 2.16 (subject to the limitations and requirements of such Sections and Section 2.18) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section (it being agreed that any documentation required to be provided under Section 2.16(e) shall be provided solely to the participating Lender). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender; provided that such Participant shall be subject to the requirements under Section 3.3(e)(v) Sections 2.17 and 2.18 as if such Participant though it were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser AgentsLender. Each Purchaser Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the SellersBorrowers, maintain a register on which it enters the name and address of each Participant and the Purchases (principal amounts and Yield, fees, and other similar amounts under this Agreement) interest thereon of each Participantparticipant’s interest in the interests of such Purchaser Loans or other obligations under the Transaction Documents this Agreement (the “Participant Register”); provided that no Purchaser 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 Pool Receivables commitments, loans, letters of credit or Related Assets or its other obligations under any Transaction Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such interest commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser Lender shall treat each Person person whose name is recorded in the Participant Register as the owner of such the participation in question for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any no responsibility for maintaining a Participant Register.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural person, a Defaulting Lender or more Persons Holdings or any of Holdings’ Affiliates or Subsidiaries, Minority Investments or Professional Services Affiliates) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunder, and each Seller(iii) the Borrower, the Servicer, the Collateral Agent, each Purchaser Agent, each other Purchaser Agents and the Administrative Agent other Lenders shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that directly affects such Participant. 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 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.06(b). To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to the requirements under Section 3.3(e)(v) 2.11 as if such Participant though it were a PurchaserLender. Each Lender that sells a participation agrees, it being understood that at the documentation required under such section shall be delivered Borrower’s request and expense, to use reasonable efforts to cooperate with the participating Purchaser. A Purchaser shall not agree Borrower to effectuate the provisions of Section 10.13 with a Participant to restrict such Purchaser’s right to agree respect to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser AgentsParticipant. Each Purchaser Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary an agent of the SellersBorrower, maintain a register on which it enters the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each Participant’s interest in the interests of such Purchaser Loans or other obligations under the Transaction Loan Documents (the “Participant Register”); provided that no Purchaser 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 Pool Receivables commitments, loans, letters of credit or Related Assets or its other obligations under any Transaction Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such interest commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser 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, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any no responsibility for maintaining a Participant Register.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural person or more Persons the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunderand (iii) the Borrower, and each Seller, the Servicer, the Collateral Agent, each Purchaser Agent, each other Purchaser and the Administrative Agent and the Lenders and the Issuing Lender shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver which (A) extends the Maturity Date as to such Participant or any other date upon which any payment of money is due to such Participant, (B) reduces the rate of interest owing to such Participant, any fee or any other monetary amount owing to such Participant, or (C) reduces the amount of any installment of principal owing to such Participant all as described in Sections 10.1(a) and 10.1(b). Subject to paragraph (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Section III to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 10.4. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.5 as though it were a Lender, provided such Participant agrees to be subject to the requirements under Section 3.3(e)(v) 10.6 as if such Participant though it were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser Agents. Each Purchaser that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Sellers, maintain a register on which it enters the name and address of each Participant and the Purchases (and Yield, fees, and other similar amounts under this Agreement) of each Participant’s interest in the interests of such Purchaser under the Transaction Documents (the “Participant Register”); provided that no Purchaser shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any Pool Receivables or Related Assets or other obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such interest or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any responsibility for maintaining a Participant RegisterLender.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than (x) a natural person or more Persons the Borrower or any of the Borrower’s Affiliates or Subsidiaries or (each y) any Disqualified Lender) (each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations, Foreign Currency Loans and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunder, and each Seller(iii) the Borrower, the ServicerAdministrative Agent, the Collateral Agent, each Purchaser Agent, each other Purchaser Agent and the Administrative Agent other Lenders shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 10.01 that affects such Participant. Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Section 3.01, Section 3.04 and Section 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender, provided such Participant agrees to be subject to the requirements under Section 3.3(e)(v) 2.13 as if such Participant though it were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser AgentsLender. Each Purchaser Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the SellersBorrower, maintain a register on which it enters the name and address of each Participant participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each Participantparticipant’s interest in the interests of such Purchaser Loans or other obligations under the Transaction Documents this Agreement (the “Participant Register”); provided that no Purchaser shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any Pool Receivables or Related Assets or other obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such interest 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 such Purchaser Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) No Lender shall have any responsibility for maintaining obligation to disclose all or any portion of the Participant Register to any Person (other than the Borrower) (including the identity of any Participant or any information relating to a Participant RegisterParticipant’s interest in any commitments, loans, or its other obligations under this Agreement) except to the extent that such disclosure is necessary to establish that such commitment, loan, or other obligation satisfies the requirements under Section 5f.103-1(c) of the United States Treasury Regulations to be in registered form or, if different requirements apply, under Sections 871(h) or 881(c) of the Code (or any successor provisions or related Treasury Regulations).

Participations. (a) Any Purchaser may Lender may, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one or more Persons banks or other entities (each a “"Participant”") participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender's rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans (including such Lender's participations in L/C Obligations) owing to it); provided that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunderand (iii) the Borrower, and each Seller, the Servicer, the Collateral Agent, each Purchaser Agent, each other Purchaser and the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Purchaser Lender in connection with such Purchaser’s Lender's rights and obligations hereunderunder this Agreement. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification that would (i) postpone any date upon which any payment of money is scheduled to be paid to such Participant, (ii) reduce the principal, interest, fees or other amounts payable to such Participant, or (iii) release any Guarantor from the Guaranty. Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.1, 3.4 and 3.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.9 as though it were a Lender, provided such Participant agrees to be subject to the requirements under Section 3.3(e)(v) 2.14 as if such Participant though it were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser Agents. Each Purchaser that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Sellers, maintain a register on which it enters the name and address of each Participant and the Purchases (and Yield, fees, and other similar amounts under this Agreement) of each Participant’s interest in the interests of such Purchaser under the Transaction Documents (the “Participant Register”); provided that no Purchaser shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any Pool Receivables or Related Assets or other obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such interest or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any responsibility for maintaining a Participant RegisterLender.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural person or more Persons the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Revolving Credit Commitment and/or the Loans (including such Lender’s participations in L/C – BA Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunder, and each Seller(iii) the Borrower, the ServicerAdministrative Agent, the Collateral Agent, each Purchaser Agent, each other Purchaser Lenders and the Administrative Agent L/C Issuer shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.01, 4.04 and 4.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender, provided such Participant agrees to be subject to the requirements under Section 3.3(e)(v) 2.14 as if such Participant though it were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser Agents. Each Purchaser that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Sellers, maintain a register on which it enters the name and address of each Participant and the Purchases (and Yield, fees, and other similar amounts under this Agreement) of each Participant’s interest in the interests of such Purchaser under the Transaction Documents (the “Participant Register”); provided that no Purchaser shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any Pool Receivables or Related Assets or other obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such interest or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any responsibility for maintaining a Participant RegisterLender.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the applicable Borrower, the Administrative Agent, the L/C Issuer or the Swing Line Lender sell participations to one any Person (other than a natural Person, Parent or more Persons any of its Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunderand (iii) the applicable Borrower, and each Seller, the Servicer, the Collateral Agent, each Purchaser Agent, each other Purchaser and the Administrative Agent and the Lenders and L/C Issuer shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce the Loan Documents and to approve any amendment, modification or waiver of any provision of the Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 10.01 that directly affects such Participant. Subject to subsection (e) of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01 or 3.04, and 3.05 (subject to the requirements under Section 3.3(e)(vand limitations of such Sections) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser AgentsLender. Each Purchaser Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Sellersapplicable Borrower, maintain a register on which it enters the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementrelated interest amounts) of each Participant’s interest in the interests of such Purchaser Loans or other obligations under the Transaction Documents this Agreement (the “Participant Register”); provided that no Purchaser Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant's ’s interest in any Pool Receivables or Related Assets Commitments, Credit Extensions or other obligations under any Transaction Loan Document) to any Person except to the extent that such disclosure is necessary in connection with a Tax audit or other proceeding to establish that any such interest Commitment, Credit Extension 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 such Purchaser Lender shall treat each Person person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For No participation shall be or shall be deemed to be a discharge, rescission, extinguishment or substitution of any outstanding Loan and any Loan subject to a participation shall continue to be the avoidance of doubt, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any responsibility for maintaining same obligation and not a Participant Registernew obligation.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Company or the Administrative Agent, sell participations to one any Person (other than a natural person or more Persons any Credit Party or any Credit Party’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunderand (iii) the Company, and each Seller, the Servicer, the Collateral Agent, each Purchaser Agent, each other Purchaser and the Administrative Agent and the Lenders, Issuing Lender and Swingline Lender shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that affects such Participant. Subject to paragraph (e) of this Section, each of the Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.14 and 2.16 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 such Participant agrees to be subject to the requirements under Section 3.3(e)(v) Sections 2.14 and 2.16 as if it were a Lender. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.7 as though it were a Lender, provided such Participant agrees to be subject to Section 2.11 as though it were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser AgentsLender. Each Purchaser Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the SellersCompany, maintain a register in the United States on which it enters the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each Participant’s interest in the interests of such Purchaser Loans or other obligations under the Transaction Credit Documents (the “Participant Register”); provided that no Purchaser shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any Pool Receivables or Related Assets or other obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such interest or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser Lender shall treat each Person person whose name is recorded in the Participant Register register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any responsibility for maintaining a Participant Register.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, any Loan Parties or the Administrative Agent, sell participations to one any Person (other than a natural person, a Defaulting Lender or more Persons the Loan Parties or any of the Loan Parties Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunder, and each Seller(iii) the Loan Parties, the ServicerAdministrative Agent, the Collateral Agent, each Purchaser Agent, each other Purchaser Lenders and the Administrative Agent L/C Issuer shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. Subject to subsection (e) of this Section, each Loan Party agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to the requirements under Section 3.3(e)(v) 2.13 as if such Participant though it were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser Agents. Each Purchaser that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Sellers, maintain a register on which it enters the name and address of each Participant and the Purchases (and Yield, fees, and other similar amounts under this Agreement) of each Participant’s interest in the interests of such Purchaser under the Transaction Documents (the “Participant Register”); provided that no Purchaser shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any Pool Receivables or Related Assets or other obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such interest or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any responsibility for maintaining a Participant RegisterLender.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural person, a Defaulting Lender or more Persons the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Revolving Commitment and/or the Loans (including such Lender’s participations in Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunder, and each Seller(iii) the Borrower, the ServicerAdministrative Agent, the Collateral Agent, each Purchaser Agent, each other Purchaser and the Administrative Agent Lenders shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (i) through (v) of Section 11.01(a) that affects such Participant. 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 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender, provided such Participant agrees to be subject to the requirements under Section 3.3(e)(v) 2.13 as if such Participant though it were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser AgentsLender. Each Purchaser Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the SellersBorrower, maintain a register on which it enters the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each Participant’s interest in the interests of such Purchaser Loans or other obligations under the Transaction Loan Documents (the “Participant Register”); provided that no Purchaser 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 Pool Receivables commitments, loans, letters of credit or Related Assets or its other obligations under any Transaction Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such interest commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser 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, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any no responsibility for maintaining a Participant Register. No sale of a participation shall be effective unless and until it has been recorded in the Participant Register as provided in this paragraph (d).

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural Person, a holding company, investment vehicle or more Persons trust established for, or owned and operated for the primary benefit of, a natural Person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Revolving Commitments and/or the Advances owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its obligations hereunderthe performance of such obligations, and each Seller(iii) the Borrower, the Servicer, the Collateral Administrative Agent, each Purchaser Agent, each other Purchaser and the Administrative Agent other the Lenders shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each For the avoidance of doubt, each Lender shall be responsible for the indemnities under Sections 2.9(e) and 10.7 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver which affects such Participant and for which the consent of such Lender is required (as described in Section 13.5). The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.8 and 2.9 (subject to the requirements and limitations therein, including the requirements under Section 3.3(e)(v2.9(f) as if such Participant were a Purchaser, (it being understood that the documentation required under such section Section 2.9(f) shall be delivered to the participating Purchaser. A Purchaser Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.1(b); provided that such Participant (A) agrees to be subject to the provisions of Sections 2.10 and 2.11 as if it were an assignee under Section 13.1(b); and (B) shall not agree be entitled to receive any greater payment under Sections 2.8 and 2.9, with a Participant to restrict such Purchaser’s right to agree respect to any amendment heretoparticipation, than its participating Lender would have been entitled to receive, except amendments to the extent such entitlement to receive a greater payment results from a change in any Requirement of Law that require occurs after the consent of all Purchasers or all Purchaser AgentsParticipant acquired the applicable participation. Each Purchaser Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.11 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 13.13 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.7 and Section 13.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the SellersBorrower, maintain a register on which it enters the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each Participant’s interest in the interests of such Purchaser Advances or other obligations under the Transaction Loan Documents (the “Participant Register”); provided that no Purchaser 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 Pool Receivables commitments, loans, letters of credit or Related Assets or its other obligations under any Transaction Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such interest commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation 76 ACTIVEUS 188979588v.10 for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, neither the Collateral Agent nor the Administrative Agent (in its capacity as the Administrative Agent) shall have any no responsibility for maintaining a Participant Register.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural Person, or more Persons a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its obligations hereunderthe performance of such obligations, and each Seller(iii) the Borrower, the ServicerAdministrative Agent, the Collateral Agent, each Purchaser Agent, each other Purchaser Issuing Banks and the Administrative Agent Lenders shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 12.11 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in clause (i) of the first proviso to Section 13.1(a) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.10, 2.11 and 5.4 (subject to the requirements of such Sections) 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) to the extent permitted by law, shall be entitled to the benefits of Section 13.8(b) as though it were a Lender; provided such Participant agrees to be subject to Section 13.8(a) as though it were a Lender; and (B) shall not be entitled to receive any greater payment under Section 3.3(e)(v2.10, 2.11 or 5.4, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 13.7 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 13.8 as though it were a Lender; provided that such Participant agrees to be subject to Section 5.3(d) as if such Participant though it were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser AgentsLender. Each Purchaser Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the SellersBorrower, maintain a register on which it enters the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each Participant’s interest in the interests of such Purchaser Loans or other obligations under the Transaction Credit Documents (the “Participant Register”); provided that no Purchaser 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 Pool Receivables commitments, loans, letters of credit or Related Assets or its other obligations under any Transaction Credit Document) to any Person except to the extent that such disclosure is necessary to establish that such interest commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser 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, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any no responsibility for maintaining a Participant Register.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to one any Person (other than a natural person, a Defaulting Lender or more Persons any Borrower or any of the Borrowers’ Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Revolving Commitment and/or the Loans (including such Lender’s participations in Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunder, and each Seller(iii) the Borrowers, the ServicerAdministrative Agent, the Collateral Agent, each Purchaser Agent, each other Purchaser and the Administrative Agent Lenders shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (i) through (v) of Section 11.01(a) that affects such Participant. 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 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender, provided such Participant agrees to be subject to the requirements under Section 3.3(e)(v) 2.13 as if such Participant though it were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser AgentsLender. Each Purchaser Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the SellersBorrowers, maintain a register on which it enters the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each Participant’s interest in the interests of such Purchaser Loans or other obligations under the Transaction Loan Documents (the “Participant Register”); provided that no Purchaser 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 Pool Receivables commitments, loans, letters of credit or Related Assets or its other obligations under any Transaction Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such interest commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser 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, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any no responsibility for maintaining a Participant Register. No sale of a participation shall be effective unless and until it has been recorded in the Participant Register as provided in this paragraph (d).

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Borrower Representative or the Administrative Agent, sell participations to one any Person (other than a Disqualified Lender, a natural Person or more Persons a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person or the Parent or any of the Parent’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its obligations hereunderthe performance of such obligations, and each Seller(iii) the Borrowers, the Servicer, the Collateral Agent, each Purchaser Agent, each other Purchaser and the Administrative Agent and Lenders shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.8 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and 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 Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.1, 3.2, 3.4 and 3.5 (subject to the requirements and limitations therein, including the requirements under Section 3.3(e)(v3.5(d) as if such Participant were a Purchaser, (it being understood that the documentation required under such section Section 3.5(d) shall be delivered to the participating Purchaser. A Purchaser Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.2; provided that such Participant (A) agrees to be subject to the provisions of Sections 2.20 and 3.6 as if it were an assignee under Section 12.2; (B) shall not agree be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.5, with a Participant to restrict such Purchaser’s right to agree respect to any amendment heretoparticipation, than its participating Lender would have been entitled to receive, except amendments to the extent such entitlement to receive a greater payment results from a Change in Law that require occurs after the consent Participant acquired the applicable participation; and (C) each Lender that sells a participation of all Purchasers or all Purchaser Agentsan Advance to an Irish Borrower shall notify the Loan Parties if the Participant is not an Irish Qualifying Lender. Each Purchaser Lender that sells a participation agrees, at the Borrower Representative’s request and expense, to use reasonable efforts to cooperate with the Borrower Representative to effectuate the provisions of Section 2.20 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.1 as though it were a Lender; provided that such Participant agrees to be subject to Section 11.2 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the SellersBorrowers, maintain a register on which it enters the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each Participant’s interest in the interests of such Purchaser Loans or other obligations under the Transaction Loan Documents (the “Participant Register”); provided that no Purchaser 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 Pool Receivables commitments, loans, letters of credit or Related Assets or its other obligations under any Transaction Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such interest commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations or Section 1.163-5(b) of the proposed United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest demonstrable error, and such Purchaser 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, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any no responsibility for maintaining a Participant Register.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than (a) a natural person or more Persons a Person that is a “residual entity” (each within the scope of article 4.2 of the EU Savings Directive) or (b) the Borrower or any of the Borrower’s Affiliates or subsidiaries (each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its obligations hereunderthe performance of such obligations, and each Seller(iii) the Borrower, the Servicer, the Collateral Agent, each Purchaser Agent, each other Purchaser and the Administrative Agent and the Lenders shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement and (iv) such participation shall not be to a Person engaged primarily in the aircraft leasing business or aviation advisory business or who is an air carrier. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 9.02(b) that affects such Participant. Subject to subsection (d) of this Section, the Borrower agrees that each Participant shall be subject entitled to the requirements under Section 3.3(e)(v) benefits of Sections 2.08 and 2.09 to the same extent as if such Participant it were a Purchaser, it being understood that the documentation required under such section shall be delivered Lender and had acquired its interest by assignment pursuant to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent foregoing provisions of all Purchasers or all Purchaser Agentsthis Section 9.05. Each Purchaser Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the SellersBorrower, maintain a register on which it enters the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each Participant’s interest in the interests of such Purchaser Loans or other obligations under the Transaction Loan Documents (the “Participant Register”); provided that no Purchaser 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 Pool Receivables commitments, loans, letters of credit or Related Assets or its other obligations under any Transaction Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such interest commitment, 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 register shall be conclusive absent manifest error, and such Purchaser 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, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any no responsibility for maintaining a Participant Register.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to one any Person (other than a natural Person, a Defaulting Lender or more Persons the Borrowers or any of the Borrowers’ Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunder, and each Seller(iii) the Borrowers, the ServicerAdministrative Agent, the Collateral Agent, each Purchaser Agent, each other Purchaser Lenders and the Administrative Agent L/C Issuer shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and 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 directly affects such Participant (it being understood that (i) any vote to rescind any acceleration made pursuant to Section 9.02 of amounts owing with respect to the Loans and other Obligations and (ii) any modifications of the provisions relating to amounts, timing or application of prepayments of Loans and other Obligations shall not require the approval of such Participant). Subject to Section 11.06(f), the Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent (subject to the requirements under in those Sections, including timely delivery of forms pursuant to Section 3.3(e)(v3.01) as if such Participant it were a Purchaser, Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under such section Section 3.01(e) shall be delivered to the participating PurchaserLender who sells the participation); provided that such Participant agrees to be subject to the provisions of Sections 3.06 and 11.14 as if it were an assignee under paragraph (b) of this Section. A Purchaser shall not agree Each Lender that sells a participation agrees, at the Borrowers’ request and expense, to use reasonable efforts to cooperate with a Participant the Borrowers to restrict such Purchaser’s right to agree effectuate the provisions of Section 3.06 with respect to any amendment heretoParticipant. To the extent permitted by Law, except amendments each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender; provided that require the consent of all Purchasers or all Purchaser Agentssuch Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Purchaser Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the SellersBorrowers, maintain a register on which it enters the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each Participant’s interest in the interests of such Purchaser Loans or other obligations under the Transaction Loan Documents (the “Participant Register”); provided that no Purchaser 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 Pool Receivables commitments, loans, letters of credit or Related Assets or its other obligations under any Transaction Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such interest commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest demonstrable error, and such Purchaser 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, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any no responsibility for maintaining a Participant Register.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural Person, or more Persons a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunderand (iii) the Borrower, and each Seller, the Servicer, the Collateral Agent, each Purchaser Agent, each other Purchaser and the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.05(b) without regard to the existence of any participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso of Section 11.01(a) that affects such Participant. 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 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.09 as though it were a Lender, provided such Participant agrees to be subject to the requirements under Section 3.3(e)(v) 2.13 as if such Participant though it were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser AgentsLender. Each Purchaser Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the SellersBorrower, maintain a register on which it enters the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each Participant’s interest in the interests of such Purchaser Loans or other obligations under the Transaction Documents this Agreement (the “Participant Register”); provided provided, however, that no Purchaser Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant's ’s interest in any Pool Receivables Commitments, Loans or Related Assets or its other obligations Obligations under any Transaction Documentthe Loan Documents) to any Person except to the extent that such disclosure is necessary to establish that such interest Commitment, Loan or other obligation Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser 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, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any responsibility for maintaining a Participant Register.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to one any Person (other than a natural person, a Defaulting Lender or more Persons the Borrowers or any of the Borrower’s Affiliates or Restricted Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C-BA Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunder, and each Seller(iii) the Borrowers, the ServicerAdministrative Agent, the Collateral Agent, each Purchaser Agent, each other Purchaser Lenders and the Administrative Agent L/C-BA Issuer shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement and provided further that, so long as no Event of Default has occurred and is continuing at the time of such participation, with respect to the sale of any participation in the Singapore Term Loan Facility, the Borrowing Agent’s consent shall be required, which consent shall not be unreasonably withheld (it being agreed that the Borrowing Agent shall be deemed to be reasonable in withholding its consent to any assignment in respect of the Singapore Term Loan Facility if the proposed assignment is not to a commercial 122 bank organized under the laws of the Republic of Singapore or a Singapore-authorized branch of a commercial bank organized under the laws of a jurisdiction other than Singapore). Each Participant shall be subject to the requirements under Section 3.3(e)(v) as if such Participant were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser Agents. Each Purchaser Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary an agent of the SellersBorrowers, maintain a register on which it enters the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each Participant’s interest in the interests of such Purchaser Obligations under the Transaction Loan Documents (the “Participant Register”); provided that no Purchaser Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant's ’s interest in any Pool Receivables commitments, loans, letters of credit or Related Assets or its other obligations under any Transaction Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such interest commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser 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, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any no responsibility for maintaining a Participant Register. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. Subject to subsection (e) of this Section, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender.

Participations. Any Purchaser may Lender may, without the consent of, or notice to, Borrower or Administrative Agent, sell participations to one or more Persons banks or other entities (each a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its obligations hereunderthe performance of such obligations, and each Seller(iii) Borrower, the Servicer, the Collateral Agent, each Purchaser Agent, each other Purchaser Administrative Agent and the Administrative Agent other Lenders shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of such Participant, agree to any amendment, modification or waiver that affects such Participant if such amendment, modification or waiver requires the unanimous written consent of all affected Lenders pursuant to subsection 10.6. Subject to subsection 10.1D, Borrower agrees that each Participant shall be entitled to the benefits of subsections 2.6D, 2.7, and 3.6 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to this subsection 10.1C; provided, however, that in no event shall Borrower be obligated to make any payment with respect to such subsections which is greater than the amount that Borrower would have paid to the Lender had no such participation been sold, unless the sale of the participation to such Participant is made with Borrower’s prior written consent. To the extent permitted by law, each Participant also shall be entitled to the benefits of subsection 10.4 as though it were a Lender, provided such Participant agrees to be subject to subsection 10.5 as though it were a Lender if any amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default. Each Participant shall be subject deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the requirements under Section 3.3(e)(v) same extent as if such Participant the amount of its participating interest were a Purchaser, owing directly to it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser Agents. Each Purchaser that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Sellers, maintain a register on which it enters the name and address of each Participant and the Purchases (and Yield, fees, and other similar amounts Lender under this Agreement) of each . A Participant shall not be entitled to receive any greater payment under subsections 2.6D, 2.7 and 3.6 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant’s interest in , unless the interests of such Purchaser under the Transaction Documents (the “Participant Register”); provided that no Purchaser shall have any obligation to disclose all or any portion sale of the participation to such Participant Register (including the identity of any is made with Borrower’s prior written consent. A Participant or any information relating to that would be a Participant's interest in any Pool Receivables or Related Assets or other obligations under any Transaction Document) to any Person except Non-US Lender if it were a Lender shall not be entitled to the extent that such disclosure benefits of subsection 2.7 unless Borrower is necessary to establish that such interest or other obligation is in registered form under Section 5f.103-1(c) notified of the United States Treasury Regulations. The entries in the participation sold to such Participant Register shall be conclusive absent manifest error, and such Purchaser shall treat each Person whose name is recorded in Participant agrees, for the Participant Register benefit of Borrower, to comply with subsection 2.7B(iii) as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any responsibility for maintaining though it were a Participant RegisterLender.

Participations. Any A Purchaser may sell wish to one grant participations in its Notes, Warrants or more Persons Warrant Securities and related rights under the Purchaser Documents to other accredited investors (each "Investors") pursuant to a “Participant”) participating interests in the interests of such Purchaser hereunderparticipation agreement; provided, however, that at the time any such participation is granted, the Purchaser granting such participation will so inform the Company or USHG, as applicable, and furnish it the representation of each participating Investor (in form and substance reasonably acceptable to the Company or USHG, as applicable) that such Investor is acquiring his, her or its participation with no present intention of reselling or distributing the same; and provided, further, that such participation agreement shall provide that the Purchaser granting the participation shall retain the sole right to take or refrain from taking any action under the Purchaser Documents, except that such participation agreement may provide that such Purchaser shall grant any participation under which not, without the Participant shall have rights to approve any amendment to or waiver consent of this Agreement or any other Transaction Document. Such Purchaser shall remain solely responsible for performing its obligations hereunderthe participant, and each Seller, the Servicer, the Collateral Agent, each Purchaser Agent, each other Purchaser and the Administrative Agent shall continue to deal solely and directly with such Purchaser in connection with such Purchaser’s rights and obligations hereunder. Each Participant shall be subject to the requirements under Section 3.3(e)(v) as if such Participant were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments or waiver that require would have the consent effect of all Purchasers or all Purchaser Agents. Each Purchaser that sells a participation shall, acting solely for this purpose as a non-fiduciary agent (i) extending the maturity date of the Sellers, maintain a register on which it enters the name and address of each Participant and the Purchases Notes or (and Yield, fees, and other similar amounts under this Agreementii) of each Participant’s interest in the interests of such Purchaser reducing any amount payable under the Transaction Documents (the “Participant Register”); provided that no Purchaser shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any Pool Receivables or Related Assets or other obligations under any Transaction Document) to any Person except Notes, to the extent that the participant would be affected thereby. If at any time a Purchaser wishes to assign and transfer of record into the name of an Investor his, her or its participation and related rights and obligations arising under the Purchaser Documents, the Company and/or USHG, as applicable, and the other Purchasers will execute and deliver such disclosure is necessary agreements and instruments as the transferring Purchaser may reasonably request (including without limitation new Notes and certificates for Warrants and Warrant Securities in such amounts as the transferring Purchaser may request) to establish that effect the assignment and transfer to such interest Investor (in his, her or other obligation is in registered form under Section 5f.103-1(cits own name) of the United States Treasury Regulations. The entries in the Participant Register shall such participation, or such part thereof as may be conclusive absent manifest error, so assigned and such Purchaser shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any responsibility for maintaining a Participant Registertransferred.

Participations. Any Lender may at any time, without the consent of, or notice to, any Borrower Party, Funding Agent, Letter of Credit Issuer, Swingline Lender or Administrative Agent, sell participations to any Person that is a Qualified Purchaser (other than a natural person, a Defaulting Lender, a Competitor (so long as no Event of Default has occurred and is continuing, and, during an Event of Default, any Competitor identified by the Borrower to the Administrative Agent on or prior to the Closing Date (limited to five (5) such Competitors, which the Borrower may sell replace after the Closing Date in its reasonable determination upon a change of investment strategy of Competitors or potential Competitors), provided, that (i) no existing Lender or Affiliate of an existing Lender can be so designated as a Competitor and (ii) in no event shall Borrower be permitted to one replace any such Competitor after the occurrence and during the continuance of an Event of Default, provided, further, that the Administrative Agent shall promptly notify the Lenders of the current list of Competitors following (i) request by the Lenders and (ii) any change to the list of Competitors) or more Persons a Borrower Party or any Affiliate or Subsidiary thereof) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunderLender’s rights and/or obligations under this Credit Agreement (including all or a portion of its Commitment and/or the 4857-3757-1665 v.17 135 Loans (including such Xxxxxx’s participations in Letter of Credit Liability and Swingline Loans) owing to it); provided that any Committed Lender may sell a participation in its rights and obligations hereunder only with the written consent of the Conduit Lender(s)in its Lender Group, and provided, however, that no Purchaser further that: (i) such Lender’s obligations under this Credit Agreement shall grant any participation under which the Participant shall have rights to approve any amendment to or waiver of this Agreement or any other Transaction Document. Such Purchaser remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for performing its obligations hereunderthe performance of such obligations; and (iii) each Borrower Party, and each SellerAgent, the ServicerLetter of Credit Issuer, the Collateral Agent, each Purchaser Agent, each other Purchaser Swingline Lenders and the Administrative Agent other Lenders shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserXxxxxx’s rights and obligations hereunderunder this Credit Agreement. Each For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 13.06(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Credit Agreement and 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 second proviso of Section 13.01 that directly affects such Participant. Xxxxxxxx agrees that each Participant shall be subject entitled to the requirements under Section 3.3(e)(v) benefits of Sections 4.01, 4.04, and 4.05 to the same extent as if such Participant it were a Purchaser, Lender and had acquired its interest by assignment pursuant to clause (b) of this Section 13.11 (it being understood that the documentation required under such section Section 4.01(e) shall be delivered to the participating Purchaser. A Purchaser shall not agree with Lender who sells the participation) to the same extent as if it were a Participant Lender and had acquired its interest by assignment pursuant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser Agents. Each Purchaser that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Sellers, maintain a register on which it enters the name and address of each Participant and the Purchases clause (and Yield, fees, and other similar amounts under this Agreementb) of each Participant’s interest in the interests of such Purchaser under the Transaction Documents (the “Participant Register”)this Section; provided that no Purchaser shall have any obligation such Participant: (A) agrees 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 Pool Receivables or Related Assets or other obligations under any Transaction Document) to any Person except be subject to the extent that such disclosure is necessary to establish that such interest or other obligation is in registered form under Section 5f.103-1(c) provisions of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest errorSections 4.01, and such Purchaser shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt4.06, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any responsibility for maintaining a Participant Register.13.11 and

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to one any Person (other than a natural person or more Persons the Company or any of the Company’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans (including such Lender’s Alternative Currency Risk Participations, Singapore Borrowing Risk Participations and its participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its obligations hereunderthe performance of such obligations, and each Seller(iii) the Borrowers, the ServicerAdministrative Agent, the Collateral Agent, each Purchaser Agent, each other Purchaser Lenders and the Administrative Agent L/C Issuer shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement, (iv) no sub-participations shall be permitted, and (v) neither the granting nor the offering of such participation would require that any additional loss, cost or expense be borne by any Borrower at any time or would require any registration or qualification under any applicable federal or state securities laws. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (c) or (d) of the first proviso to Section 10.01 that affects such Participant. Subject to subsection (e) of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to the requirements under Section 3.3(e)(v) 2.13 as if such Participant though it were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser Agents. Each Purchaser that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Sellers, maintain a register on which it enters the name and address of each Participant and the Purchases (and Yield, fees, and other similar amounts under this Agreement) of each Participant’s interest in the interests of such Purchaser under the Transaction Documents (the “Participant Register”); provided that no Purchaser shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any Pool Receivables or Related Assets or other obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such interest or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any responsibility for maintaining a Participant RegisterLender.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Company, any Issuing Bank, any Swing Line Bank or the Administrative Agent, sell participations to one any Person (other than a natural Person or more Persons the Borrower or any of the Company’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Advances owing to it); provided that, regardless of whether the consent of, or notice to, the Company or the Administrative Agent is given, (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its obligations hereunderthe performance of such obligations, and each Seller(iii) the Company, the ServicerAdministrative Agent, the Collateral Agent, each Purchaser Agent, each other Purchaser Issuing Banks and the Administrative Agent Lenders shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 7.8 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and 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 clauses (i), (ii) and (iii) of Section 10.5 that affects such Participant. The Borrowers agree that each Participant shall be entitled to the benefits of Sections 8.3 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 agrees to be subject to the requirements under Section 3.3(e)(v) provisions of Article 8 as if such Participant it were a Purchaser, it being understood that the documentation required an assignee under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent paragraph (b) of all Purchasers or all Purchaser Agentsthis Section. Each Purchaser Lender that sells a participation shallparticipation, acting solely for this purpose as a non-fiduciary nonfiduciary agent of the SellersBorrowers (and such agency being solely for tax purposes), shall maintain a register on which it enters for the recordation of the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each Participant’s interest in the interests of such Purchaser its rights and other obligations under the Transaction Documents this Agreement (the “Participant Participation Register”); provided that no Purchaser Lender shall have any obligation to disclose all or any portion of the Participant Participation Register to any Person (including the identity of any Participant participant or any information relating to a Participant's participant’s interest in any Pool Receivables commitments, loans, letters of credit or Related Assets or its other obligations under any Transaction Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such interest commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c5f.103(e) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any responsibility for maintaining a Participant Register.e)

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural Person, a Defaulting Lender or more Persons the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunder, and each Seller(iii) the Borrower, the ServicerAdministrative Agent, the Collateral Agent, each Purchaser Agent, each other Purchaser Lenders and the Administrative Agent L/C Issuers shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be subject entitled to the requirements under Section 3.3(e)(v) benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if such Participant it were a Purchaser, Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under such section Section 3.01(e) shall be delivered to the participating Purchaser. A Purchaser Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not agree be entitled to receive any greater payment under Sections 3.01 or 3.04, with a Participant to restrict such Purchaser’s right to agree respect to any amendment heretoparticipation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except amendments to the extent such entitlement to receive a greater payment results from a Change in Law that require occurs after the consent of all Purchasers or all Purchaser AgentsParticipant acquired the applicable participation. Each Purchaser Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the SellersBorrower, maintain a register on which it enters the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each Participant’s interest in the interests of such Purchaser Loans or other obligations under the Transaction Loan Documents (the “Participant Register”); provided that no Purchaser 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 Pool Receivables commitments, loans, letters of credit or Related Assets or its other obligations under any Transaction Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such interest commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser 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, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any no responsibility for maintaining a Participant Register.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural person, a Defaulting Lender or more Persons the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunder, and each Seller(iii) the Borrower, the ServicerAdministrative Agent, the Collateral Agent, each Purchaser Agent, each other Purchaser Lenders and the Administrative Agent L/C Issuer shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender; provided that such Participant agrees to be subject to the requirements under Section 3.3(e)(v) 2.14 as if such Participant though it were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser AgentsLender. Each Purchaser Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the SellersBorrower, maintain a register on which it enters the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each Participant’s interest in the interests of such Purchaser Loans or other obligations under the Transaction Loan Documents (the “Participant Register”); provided that no Purchaser 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 Pool Receivables commitments, loans, letters of credit or Related Assets or its other obligations under any Transaction Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such interest commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United \52073062 States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser 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, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any no responsibility for maintaining a Participant Register. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.14 as though it were a Lender.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural person or more Persons any Credit Party or any Credit Party’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunderand (iii) the Borrower, and each Seller, the Servicer, the Collateral Agent, each Purchaser Agent, each other Purchaser and the Administrative Agent and the Lenders, Issuing Lender and Swingline Lender shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that affects such Participant. Subject to paragraph (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15 and 2.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.7 as though it were a Lender, provided such Participant agrees to be subject to the requirements under Section 3.3(e)(v) 2.11 as if such Participant though it were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser AgentsLender. Each Purchaser Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary an agent of the SellersBorrower, maintain a register on which it enters the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each Participant’s interest in the interests Extensions of such Purchaser Credit or other obligations under the Transaction Credit Documents (the “Participant Register”); provided that no Purchaser 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 Pool Receivables commitments, loans, letters of credit or Related Assets or its other obligations under any Transaction Credit Document) to any Person except to the extent that such disclosure is necessary to establish that such interest commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States U.S. Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser 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 Agreement, notwithstanding any notice to the contrary. For the avoidance of doubt, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any responsibility for maintaining a Participant Register.

Participations. Any Purchaser may Lender may, without the consent of, or notice to, any Borrower or Administrative Agent, sell participations to one or more Persons (each other than a “Participant”natural Person or Parent or any of its Affiliates) participating interests in the interests all or a portion of such Purchaser hereunderLender’s rights and/or obligations under this Agreement; provided, however, provided that no Purchaser shall grant any participation (i) such Lender’s obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement or any other Transaction Document. Such Purchaser shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunderand (iii) each Borrower, and each Seller, the Servicer, the Collateral Agent, each Purchaser Agent, each other Purchaser and the Administrative Agent and Lenders shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver directly affecting (i) the extension of the scheduled final maturity date of any Loan allocated to such participation or (ii) a reduction of the principal amount of or the rate of interest payable on any Loan allocated to such participation. Subject to the further provisions of this subsection 10.1C, each Borrower agrees that each Participant shall be entitled to the benefits of subsections 2.6D and 2.7 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection 10.1B. To the extent permitted by law, each Participant also shall be entitled to the benefits of subsection 10.4 as though it were a Lender, provided such Participant agrees to be subject to subsection 10.5 as though it were a Lender. A Participant shall not be entitled to receive any greater payment under subsections 2.6D and 2.7 than the requirements under Section 3.3(e)(vapplicable Lender would have been entitled to receive with respect to the participation sold to such Participant unless the sale of the participation to such Participant is made with each Borrower’s prior written consent. No Participant shall be entitled to the benefits of subsection 2.7 unless each Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with subsection 2.7B(iv) as if such Participant though it were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser Agents. Each Purchaser that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Sellers, maintain a register on which it enters the name and address of each Participant and the Purchases (and Yield, fees, and other similar amounts under this Agreement) of each Participant’s interest in the interests of such Purchaser under the Transaction Documents (the “Participant Register”); provided that no Purchaser shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any Pool Receivables or Related Assets or other obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such interest or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any responsibility for maintaining a Participant RegisterLender.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to one any Person (other than a natural person or more Persons the Company or any of the Company’s Affiliates or Subsidiaries or a Defaulting Lender) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunder, and each Seller(iii) the Borrowers, the ServicerAdministrative Agent, the Collateral Agent, each Purchaser Agent, each other Purchaser L/C Issuer and the Administrative Agent Lenders shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and 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. Each Borrower agrees that each Participant shall be subject entitled to the requirements under Section 3.3(e)(v) benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if such Participant it were a Purchaser, Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under such section Section 11.15 shall be delivered to the participating Purchaser. A Purchaser Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 11.16 as if it were an assignee under paragraph (b) of this Section and (B) shall not agree be entitled to receive any greater payment under Sections 3.01 or 3.04, with a Participant to restrict such Purchaser’s right to agree respect to any amendment heretoparticipation, except amendments that require than the consent of all Purchasers or all Purchaser AgentsLender from whom it acquired the applicable participation would have been entitled to receive, unless the Company consented to the applicable participation. Each Purchaser Lender that sells a participation agrees, at the Company’s request and expense, to use reasonable efforts to cooperate with the Company to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.09 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the SellersCompany, maintain a register on which it enters the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each Participant’s interest in the interests of such Purchaser Loans or other obligations under the Transaction Loan Documents (the “Participant Register”); provided that no Purchaser 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 Pool Receivables commitments, loans, letters of credit or Related Assets or its other obligations under any Transaction Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such interest commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser 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, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any no responsibility for maintaining a Participant Register.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of one or more Persons natural Persons, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment or the Term Loans owing to it under either Facility); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunderand (iii) the Borrower, and each Seller, the Servicer, the Collateral Agent, each Purchaser Agent, each other Purchaser and the Administrative Agent and the Lenders shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.2(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver or modification described in the first proviso to Section 10.3 that directly affects such Participant and could not be affected by a vote of the Required Lenders. Subject to Section 10.7(e), the Borrower agrees that each Participant shall be entitled to the benefits of Article 3 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.7(b). To the extent permitted by applicable law, each Participant also shall be entitled to the benefits of Section 10.8 as though it were a Lender, provided such Participant agrees to be subject to the requirements under Section 3.3(e)(v) 2.12 as if such Participant though it were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser AgentsLender. Each Purchaser Lender that sells a participation shallwill, acting solely for this purpose as a non-fiduciary agent of the SellersBorrower, maintain a register on which it enters the name and address of each Participant and the Purchases principal amounts of (and Yield, fees, and other similar amounts under this Agreementstated interest on) of each Participant’s interest in the interests of such Purchaser Term Loans or other obligations under the Transaction Loan Documents (the “Participant Register”); provided that no Purchaser shall Lender will 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 Pool Receivables or Related Assets commitments, loans or other obligations under any Transaction Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such interest commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser shall Lender will 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, neither the Collateral Agent nor the The Administrative Agent (in its capacity as Administrative Agent) shall will have any no responsibility for maintaining a Participant Register.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Company, any Issuing Bank, any Swing Line Bank or the Administrative Agent, sell participations to one any Person (other than a natural Person or more Persons the Borrower or any of the Company’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Advances owing to it); provided that, regardless of whether the consent of, or notice to, the Company or the Administrative Agent is given, (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its obligations hereunderthe performance of such obligations, and each Seller(iii) the Company, the ServicerAdministrative Agent, the Collateral Agent, each Purchaser Agent, each other Purchaser Issuing Banks and the Administrative Agent Lenders shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 7.8 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and 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 clauses (i), (ii) and (iii) of Section 10.5 that affects such Participant. The Borrowers agree that each Participant shall be entitled to the benefits of Sections 8.3 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 agrees to be subject to the requirements under Section 3.3(e)(v) provisions of Article 8 as if such Participant it were a Purchaser, it being understood that the documentation required an assignee under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent paragraph (b) of all Purchasers or all Purchaser Agentsthis Section. Each Purchaser Lender that sells a participation shallparticipation, acting solely for this purpose as a non-fiduciary nonfiduciary agent of the SellersBorrowers (and such agency being solely for tax purposes), shall maintain a register on which it enters for the recordation of the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each Participant’s interest in the interests of such Purchaser its rights and other obligations under the Transaction Documents this Agreement (the “Participant Participation Register”); provided that no Purchaser Lender shall have any obligation to disclose all or any portion of the Participant Participation Register to any Person (including the identity of any Participant participant or any information relating to a Participant's participant’s interest in any Pool Receivables commitments, loans, letters of credit or Related Assets or its other obligations under any Transaction Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such interest commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c5f.103(e) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any responsibility for maintaining a Participant Register.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to one any Person (other than a natural person or more Persons the Company or any of the Company's Affiliates or Subsidiaries) (each each, a “Participant”"PARTICIPANT") participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender's rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans (including such Lender's participations in L/C Obligations and/or Swing Line Loans) owing to it); PROVIDED that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunder, and each Seller(iii) the Borrower, the ServicerAdministrative Agent, the Collateral Agent, each Purchaser Agent, each other Purchaser Lenders and the Administrative Agent L/C Issuer shall continue to deal solely and directly with such Purchaser Lender in connection with such Purchaser’s Lender's rights and obligations hereunderunder this Agreement. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to SECTION 10.01 that affects such Participant. Subject to subsection (e) of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of SECTIONS 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of SECTION 10.08 as though it were a Lender, PROVIDED such Participant agrees to be subject to the requirements under Section 3.3(e)(v) SECTION 2.13 as if such Participant though it were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser Agents. Each Purchaser that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Sellers, maintain a register on which it enters the name and address of each Participant and the Purchases (and Yield, fees, and other similar amounts under this Agreement) of each Participant’s interest in the interests of such Purchaser under the Transaction Documents (the “Participant Register”); provided that no Purchaser shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any Pool Receivables or Related Assets or other obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such interest or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any responsibility for maintaining a Participant RegisterLender.

Participations. Any Purchaser Lender, Competitive Lender, or Competitive Letter of Credit Issuer may at any time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to one any Person (other than a natural person or more Persons ACS or any of ACS’ Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; providedLender’s, howeverCompetitive Lender’s, that no Purchaser shall grant any participation or Competitive Letter of Credit Issuer’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment, the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans), or Competitive Letter of Credit Obligations owing to it); provided that (i) such Lender’s, Competitive Lender’s, or Competitive Letter of Credit Issuer’s obligations under this Agreement shall remain unchanged, (ii) such Lender, Competitive Lender, or Competitive Letter of Credit Issuer shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunderand (iii) the Borrowers, the Administrative Agent, and each Seller, the Servicer, the Collateral Agent, each Purchaser Agent, each other Purchaser and the Administrative Agent Lender Parties shall continue to deal solely and directly with such Purchaser Lender, Competitive Lender, or Competitive Letter of Credit Issuer in connection with such PurchaserLender’s, Competitive Lender’s, or Competitive Letter of Credit Issuer’s rights and obligations hereunderunder this Agreement. Each Any agreement or instrument pursuant to which a Lender, Competitive Lender, or Competitive Letter of Credit Issuer sells such a participation shall provide that such Lender, Competitive Lender, or Competitive Letter of Credit Issuer 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, Competitive Lender, or Competitive Letter of Credit Issuer shall not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 9.1 that affects such Participant and to the extent such Lender, Competitive Lender, or Competitive Letter of Credit Issuer has the right to approve any such amendment, waiver or other modification. Subject to clause (e) of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.1, 3.4 and 3.5 to the same extent as if it were a Lender, Competitive Lender, or Competitive Letter of Credit Issuer, as the case may be, and had acquired its interest by assignment pursuant to clause (b) of this Section. To the fullest extent permitted by applicable Laws, each Participant also shall be entitled to the benefits of Section 9.8 as though it were a Lender, Competitive Lender, or Competitive Letter of Credit Issuer, as the case may be, provided such Participant agrees to be subject to the requirements under Section 3.3(e)(v) 2.14 as if such Participant though it were a PurchaserLender, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment heretoCompetitive Lender, except amendments that require the consent or Competitive Letter of all Purchasers or all Purchaser Agents. Each Purchaser that sells a participation shallCredit Issuer, acting solely for this purpose as a non-fiduciary agent of the Sellers, maintain a register on which it enters the name and address of each Participant and the Purchases (and Yield, fees, and other similar amounts under this Agreement) of each Participant’s interest in the interests of such Purchaser under the Transaction Documents (the “Participant Register”); provided that no Purchaser shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any Pool Receivables or Related Assets or other obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such interest or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any responsibility for maintaining a Participant Registercase may be.

Participations. Any Purchaser Lender may at any time, with the prior consent of (i) the Borrower (such consent not to be unreasonably withheld) if an Event of Default does not exist at the time of the sale of the participation; provided, that the Borrower shall be deemed to have consented to any such participation unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof , and (ii) the Required Lenders, sell participations to one any Person (other than a natural person or more Persons the Borrower or any of the Borrower's Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender's rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Revolving Credit Commitment and/or the Loans owing to it); provided that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunderand (iii) the Borrower, and each Seller, the Servicer, the Collateral Agent, each Purchaser Agent, each other Purchaser and the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Purchaser Lender in connection with such Purchaser’s Lender's rights and obligations hereunderunder this Agreement. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver or modification described in Section 12.2 that directly affects such Participant and could not be affected by a vote of the Required Lenders. Subject to Section 12.10(e), the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.8, 3.9, 3.10 and 3.11 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.10(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.4 as though it were a Lender, provided such Participant agrees to be subject to the requirements under Section 3.3(e)(v) 3.6 as if such Participant though it were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser Agents. Each Purchaser that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Sellers, maintain a register on which it enters the name and address of each Participant and the Purchases (and Yield, fees, and other similar amounts under this Agreement) of each Participant’s interest in the interests of such Purchaser under the Transaction Documents (the “Participant Register”); provided that no Purchaser shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any Pool Receivables or Related Assets or other obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such interest or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any responsibility for maintaining a Participant RegisterLender.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural person or more Persons the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunderand (iii) the Borrower, and each Seller, the Servicer, the Collateral Agent, each Purchaser Agent, each other Purchaser and the Administrative Agent and the Lenders shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each For the avoidance of doubt, each Lender shall be responsible for the indemnity and reimbursement obligations under Section 8.7 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 9.1 that affects such Participant. Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.1, 3.4 and 3.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.9 as though it were a Lender; provided that such Participant agrees to be subject to the requirements under Section 3.3(e)(v) 2.11 as if such Participant though it were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser AgentsLender. Each Purchaser Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the SellersBorrower, maintain a register on which it enters the name and address of each Participant and the Purchases principal amounts of (and Yield, fees, and other similar amounts under this Agreementstated interest on) of each Participant’s interest in the interests of such Purchaser Loans or other obligations under the Transaction Credit Documents (the “Participant Register”); provided that no Purchaser 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 Pool Receivables commitments, loans, letters of credit or Related Assets or its other obligations under any Transaction Credit Document) to any Person except to the extent that such disclosure is necessary to establish that such interest commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest demonstrable error, and such Purchaser 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, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any no responsibility for maintaining a Participant Register.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural Person, a holding company, investment vehicle or more Persons trust established for, or owned and operated for the primary benefit of, a natural Person or any Loan Party or any of any Loan Party’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Revolving Commitments and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its obligations hereunderthe performance of such obligations, and each Seller(iii) the Borrower, the Servicer, the Collateral Administrative Agent, each Purchaser Agent, each other Purchaser and the Administrative Agent other Lenders shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each For the avoidance of doubt, each Lender shall be responsible for the indemnities under Sections 2.11(e) and 10.7 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver which affects such Participant and for which the consent of such Lender is required (as described in Section 13.5). The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.10 and 2.11 (subject to the requirements and limitations therein, including the requirements under Section 3.3(e)(v2.11(f) as if such Participant were a Purchaser, (it being understood that the documentation required under such section Section 2.11(f) shall be delivered to such Participant)) to the participating Purchaser. A Purchaser shall not agree with same extent as if it were a Participant Lender and had acquired its interest by assignment pursuant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser Agents. Each Purchaser that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Sellers, maintain a register on which it enters the name and address of each Participant and the Purchases (and Yield, fees, and other similar amounts under this Agreement) of each Participant’s interest in the interests of such Purchaser under the Transaction Documents (the “Participant Register”Section 13.1(b); provided that no Purchaser shall have any obligation such Participant (A) agrees 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 Pool Receivables or Related Assets or other obligations under any Transaction Document) to any Person except be subject to the extent that such disclosure is necessary to establish that such interest or other obligation is in registered form provisions of Section 2.13 as if it were an assignee under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any responsibility for maintaining a Participant Register.13.1(b); and

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Borrower, the Swing Line Lender, any L/C Issuer or the Administrative Agent, sell participations to one any Person (other than a natural person (or more Persons a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person), a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunder, and each Seller(C) the Borrower, the ServicerAdministrative Agent, the Collateral Agent, each Purchaser Agent, each other Purchaser Lenders and the Administrative Agent L/C Issuers shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each 175 Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clause (ii) of the first proviso to Section 10.01 requiring the consent of each Lender affected thereby and that affects such Participant. 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 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided, further that such agreement or instrument shall provide that the Participant understands that the value of the loan asset (including Participant’s pro rata share thereof) may increase or decrease based on fluctuations in currency exchange rates and agrees that any losses (gains) experienced as a result of changes in currency exchange rates shall be shared by such Participant in accordance with the Participant’s pro rata share. To the extent permitted by law, each Participant shall also be entitled to the benefits of Section 10.08 as though it were a Lender, provided that such Participant agrees to be subject to the requirements under Section 3.3(e)(v) 2.13 as if such Participant though it were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser AgentsLender. Each Purchaser Lender that sells a participation shall, acting solely for this purpose as a an non-fiduciary agent of the SellersBorrower (such agency being solely for Tax purposes), maintain a register on which it enters the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each Participant’s interest in the interests of such Purchaser Loans or other obligations under the Transaction Loan Documents (the “Participant Register”); provided that no Purchaser 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 Pool Receivables commitments, loans, letters of credit or Related Assets or its other obligations under any Transaction Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such interest commitment, loan, letter of credit or other obligation is in registered form under United States Treasury Regulations Section 5f.103-1(c) and Proposed Treasury Regulations Section 1.163-5(b) (or, in each case, any amended or successor version) and within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the United States Treasury RegulationsCode. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser 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, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any no responsibility for maintaining a Participant Register.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to one any Person (other than a natural Person, a Defaulting Lender or more Persons any Borrower or any Borrower’s Affiliates or Subsidiaries ) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunder, and each Seller(iii) the Company, the ServicerBorrowers, the Collateral Administrative Agent, each Purchaser Agent, each other Purchaser the Lenders and the Administrative Agent Issuing Bank shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.7(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the proviso to Section 9.2 that affects such Participant. Each Borrower agrees that each Participant shall be entitled to the benefits of Section 2.14(e) (subject to the requirements and limitations therein, including the requirements under Section 3.3(e)(v2.14(e)(vi) as if such Participant were a Purchaser, (it being understood that the documentation required under such section by Section 2.14(e)(iv) shall be delivered to the participating Purchaser. A Purchaser Lender)) and Article IV to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 2.19 as if it were an assignee under paragraph (b) of this Section and (B) shall not agree be entitled to receive any greater payment under Section 2.14(e) or Article IV, with a Participant to restrict such Purchaser’s right to agree respect to any amendment heretoparticipation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except amendments to the extent such entitlement to receive a greater payment results from a Change that require occurs after the consent of all Purchasers or all Purchaser AgentsParticipant acquired the applicable participation. Each Purchaser Lender that sells a participation agrees, at the Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrowers to effectuate the provisions of Section 2.19 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 13.1 as though it were a Lender; provided that such Participant agrees to be subject to Section 13.2 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the SellersBorrowers, maintain a register on which it enters the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each Participant’s interest in the interests of such Purchaser Loans or other obligations under the Transaction Loan Documents (the “Participant Register”); provided that no Purchaser 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 Pool Receivables commitments, loans, letters of credit or Related Assets or its other obligations under any Transaction Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such interest commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser 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, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any no responsibility for maintaining a Participant Register.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural person (or more Persons a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of a natural person), the Borrower, any of its Subsidiaries or any of their respective Affiliates) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any a portion of its Commitment, Letter of Credit Exposure, Swing Line Exposure and/or the Loans, Letter of Credit Exposure or Swing Line Exposure owing to it); provided that (i) all of such Lender’s obligations under this Agreement and the other Transaction Document. Such Purchaser Loan Documents shall remain in all respects unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunderand (iii) the Borrower, and each Seller, the Servicer, the Collateral Agent, each Purchaser Agent, each other Purchaser and the Administrative Agent and each Credit Party shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each Participant Any agreement or instrument pursuant to which a Lender sells such a participation shall be subject to provide that such Lender shall retain the requirements under Section 3.3(e)(v) as if such Participant were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s 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 heretoamendment, except amendments that require modification or waiver which requires the consent of all Purchasers Lenders or all Purchaser Agentsaffected Lenders that directly affects such Participant. Subject to paragraph (e) of this Section 11.7, the Borrower agrees that each Participant shall be entitled to the benefits of Section 3.5, Section 3.6, Section 3.7 and Section 3.10 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 11.7. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.9(a) as though it were a Lender; provided that such Participant agrees to be subject to Section 11.9(b) as though it were a Lender. Each Purchaser Lender that sells a participation with respect to a Commitment or Loan shall, acting solely for this purpose the purposes of complying with the rules regarding registered form in the Internal Revenue Code, act as a non-fiduciary agent of the SellersBorrower, maintain maintaining a register on which it enters the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest amounts) of each Participant’s interest in the interests of such Purchaser under the Transaction Documents Commitment and/or Loan (the each a “Participant Register”); provided that no Purchaser shall have any obligation to disclose all or any portion of , and the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any Pool Receivables or Related Assets or other obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such interest or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the such Participant Register shall be conclusive conclusive, absent manifest error, and such Purchaser 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 No Lender shall be required to disclose the avoidance existence of, or any of doubtthe information contained in, neither any Participant Register maintained by it to the Collateral Agent nor Borrower or any other Person unless requested in writing by the Administrative Agent (Borrower, and only to the Internal Revenue Service to the extent such disclosure is required in its capacity as Administrative Agent) shall have any responsibility for maintaining a Participant Registerorder to comply with the rules requiring registered form pursuant to the Internal Revenue Code.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Borrower or the Agent, sell participations to one any Person (other than a natural person or more Persons a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its unused Commitment (if any) and/or Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunder, and each Seller(iii) the Borrower, the Servicer, the Collateral Agent, each Purchaser Agent, each other Purchaser Agent and the Administrative Agent Lenders shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver of any provision of any Loan Document described in the second sentence of Section 12.6 that adversely affects such Participant. Subject to the immediately following subsection (e), the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.12, 4.1, 4.4 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by Applicable Law, each Participant also shall be entitled to the benefits of Section 12.3 as though it were a Lender, provided such Participant agrees to be subject to Section 3.3 as though it were a Lender. Upon request from the Agent or the Borrower through the Agent, a Lender shall notify the Agent and the Borrower of the sale of any participation hereunder. Each Participant shall be subject to the requirements under Section 3.3(e)(v) as if such Participant were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser Agents. Each Purchaser Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the SellersBorrower, maintain a register on which it enters the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each Participant’s interest in the interests of such Purchaser Commitment, Loans or other obligations under the Transaction Loan Documents (the “Participant Register”); provided that no Purchaser 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 Pool Receivables commitments, loans, letters of credit or Related Assets or its other obligations under any Transaction Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such interest commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser 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, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any no responsibility for maintaining a Participant Register.

Participations. Any Purchaser Lender may at any time sell to one or more commercial banks or other Persons (each other than a “Participant”natural Person, the Company, any of the Company's Affiliates or Subsidiaries or a Defaulting Lender) participating interests in any Loan owing to such Lender, the interests Note held by such Lender, the Commitment of such Purchaser hereunder; providedLender, however, that no Purchaser shall grant the direct or participation interest of such Lender in any participation under which the Participant shall have rights to approve any amendment to or waiver Letter of this Agreement Credit or any other Transaction Documentinterest of such Lender hereunder (any Person purchasing any such participating interest being herein called a "Participant"); provided that any Lender selling any such participating interest shall give notice thereof to the Company. Such Purchaser In the event of a sale by a Lender of a participating interest to a Participant, (x) such Lender shall remain solely responsible the holder of its Note for performing its obligations hereunderall purposes of this Agreement, and each Seller, (y) the Servicer, the Collateral Agent, each Purchaser Agent, each other Purchaser Company and the Administrative Agent shall continue to deal solely and directly with such Purchaser Lender in connection with such Purchaser’s Lender's rights and obligations hereunderhereunder and (z) all amounts payable by the Company shall be determined as if such Lender had not sold such participation and shall be paid directly to such Lender. Each No Participant shall have any direct or indirect voting rights hereunder except with respect to any of the events described in the third sentence of Section 14.1, and each Lender agrees that no participation agreement which such Lender enters into with any Participant shall grant such Participant any such rights. The Company agrees that if amounts outstanding under this Agreement and the Loans are due and payable (as a result of acceleration or otherwise), each Participant shall be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Agreement, any Note and with respect to any Letter of Credit to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement or such Note; provided that such right of setoff shall be subject to the requirements under obligation of each Participant to share with the Lenders, and the Lenders agree to share with each Participant, as provided in Section 3.3(e)(v) 7.5. The Company also agrees that each Participant shall be entitled to the benefits of Section 7.6 and Section 8 as if such Participant it were a Purchaser, it being understood Lender (provided that the documentation required under such section no Participant shall be delivered receive any greater compensation pursuant to Section 7.6 or Section 8 than would have been paid to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser AgentsLender if no participation had been sold). Each Purchaser Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary an agent of the SellersBorrower, maintain a register on which it enters the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each Participant’s 's interest in the interests of such Purchaser Loans or other obligations under the Transaction Documents this Agreement (the “a "Participant Register”"); provided that no Purchaser Lender shall have any obligation to disclose all or any portion of the such Participant Register to any Person (including the identity of any Participant or any information relating to a Participant's interest in any Pool Receivables Commitments, Loans, Letters of Credit or Related Assets or its other obligations under any Transaction Documentthis Agreement) to any Person except to the extent that such disclosure is necessary to establish that such interest Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the a Participant Register shall be conclusive absent manifest error, and such Purchaser the applicable Lender shall treat each Person person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any responsibility for maintaining a Participant Register.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, Borrower or Administrative Agent, sell participations to one any Person (other than a natural person, a Defaulting Lender, or more Persons Borrower or any of Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests ); in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans (including such Lender’s participations in Letter of Credit Usage and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunderand (iii) Borrower, and each Seller, the Servicer, the Collateral Administrative Agent, each Purchaser Agent, each other Purchaser Lenders and the Administrative Agent Issuing Lender shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.1 that affects such Participant. Subject to subsection (e) of this Section, Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.1 through 3.3 and Section 3.6 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.8 as though it were a Lender, provided such Participant agrees to be subject to the requirements under Section 3.3(e)(v) 2.10 as if such Participant though it were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser Agents. Each Purchaser that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Sellers, maintain a register on which it enters the name and address of each Participant and the Purchases (and Yield, fees, and other similar amounts under this Agreement) of each Participant’s interest in the interests of such Purchaser under the Transaction Documents (the “Participant Register”); provided that no Purchaser shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any Pool Receivables or Related Assets or other obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such interest or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any responsibility for maintaining a Participant Register.Lender

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to one any Person (other than a natural person, a Defaulting Lender or more Persons the Company or any of the Company’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunder, and each Seller(iii) the Borrowers, the ServicerAdministrative Agent, the Collateral Agent, each Purchaser Agent, each other Purchaser Lenders and the Administrative Agent L/C Issuers shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. 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 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender, provided such Participant agrees to be subject to the requirements under Section 3.3(e)(v) 2.13 as if such Participant though it were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser AgentsLender. Each Purchaser Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary an agent of the SellersBorrowers, maintain a register on which it enters the name and address of each Participant and the Purchases (principal amounts and Yield, fees, and other similar amounts under this Agreement) stated interest of each Participant’s interest in the interests of such Purchaser Loans or other obligations under the Transaction Loan Documents (the “Participant Register”); provided that no Purchaser 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 Pool Receivables commitments, loans, letters of credit or Related Assets or its other obligations under any Transaction Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such interest commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser 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, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any no responsibility for maintaining a Participant Register.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural person, a Defaulting Lender or more Persons the Borrower or any of the Borrower’s or a Defaulting Lender’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans (including such Lender’s participations in Letter of Credit Obligations) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunderand (iii) the Borrower, and each Seller, the Servicer, the Collateral Agent, each Purchaser Agent, each other Purchaser and the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that directly affects such Participant. Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.10, 2.11, 2.13, 10.04 and 10.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 7.05 as though it were a Lender, provided that such Participant agrees to be subject to the requirements under Section 3.3(e)(v) 2.14 as if such Participant though it were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser AgentsLender. Each Purchaser Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary an agent of the SellersBorrower, maintain a register on which it enters the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each Participant’s interest in the interests of such Purchaser Loans or other obligations under the Transaction Loan Documents (the “Participant Register”); provided that no Purchaser 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 Pool Receivables Commitments, Loans, Letters of Credit or Related Assets or its other obligations under any Transaction Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such interest Commitments, Loans, Letters of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser 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, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any no responsibility for maintaining a Participant Register.

Participations. Any Purchaser Lender may at any time, without the consent of, but with notice to, the Borrower and the Administrative Agent (provided that any failure to give such notice shall not impair the effectiveness of such participation except as expressly provided in paragraph (e) of this Section), sell participations to one any Person (other than a natural person or more Persons the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its obligations hereunderthe performance of such obligations, (iii) such Lender shall remain the holder of any Note for all purposes of this Agreement and each Seller(iv) the Borrower, the Servicer, the Collateral Agent, each Purchaser Agent, each other Purchaser and the Administrative Agent and each Credit Party shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each Notwithstanding the foregoing, in no event may a participation be granted to any entity which is not a commercial bank, finance company, insurance company or other financial institution or fund (whether a corporation, partnership or other entity) engaged generally in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business without the express prior written consent of the Borrower. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and 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 with respect to the following matters described in clauses (ii) Cleco Corporation Credit Agreement and (iii) of the first proviso in Section 10.2(b) that directly affects such Participant. Subject to paragraph (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.5, 3.6 and 3.7 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section but (x) shall not be entitled to recover greater amounts under any such Section than the selling Lender would be entitled to recover and (y) shall be subject to replacement by the requirements Borrower under Section 3.3(e)(v3.8 to the same extent as if it were a Lender; provided that such replacement Participant shall be a commercial bank, finance company, insurance company or other financial institution or fund (whether a corporation, partnership or other entity) engaged generally in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.8 as though it were a Lender, provided such Participant agrees to be subject to Section 2.11(c) as if such Participant though it were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser AgentsLender. Each Purchaser Lender that sells a participation participating interest in any Loan or other interest to a Participant shall, acting solely for this purpose as a non-fiduciary agent of the SellersBorrower solely for the purpose of this Section 10.4, maintain a register on which it enters record in book entries maintained by such Lender the name and address the amount of the participating interest of each Participant and the Purchases (and Yield, fees, and other similar amounts under this Agreement) of each Participant’s interest entitled to receive payments in the interests respect of such Purchaser under the Transaction Documents (the “Participant Register”)participating interests; provided that no Purchaser Lender shall have any obligation to disclose all or any portion of such participant register to the Participant Register Borrower or any other Person (including other than the identity of any Participant or pursuant to the first paragraph of this paragraph (d), but including any information relating to a Participant's ’s interest in any Pool Receivables or Related Assets the Loans or other obligations under any Transaction Documentthis Agreement) to any Person except to the extent that such disclosure is necessary to establish that such interest or other obligation is the Loans are in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any responsibility for maintaining a Participant Register.

Participations. Any Purchaser may Lender may, in accordance with applicable Law, at any time sell to one or more Persons banks or other entities (each each, a “"Participant”") participating interests in the interests any Loan owing to such Lender, any Commitment of such Purchaser Lender or any other interest of such Lender hereunder; provided that such Lender shall have given prior written notice to EDS of the identity of each such Participant, and provided, howeverfurther, that no Purchaser Lender shall transfer, grant or assign any participation under which the any Participant shall have rights to approve any amendment amendment, supplement or modification to or waiver of this Agreement except to the extent such amendment, supplement, modification or waiver would (i) increase the amount of the Participant's funding obligations in respect of such Lender's Commitment, (ii) reduce the principal of, or interest on, any of the Participant's interest in such Lender's Notes or any fees or other Transaction Documentamounts payable to such Lender hereunder (to the extent an interest therein has been sold to the Participant) or (iii) postpone the date fixed for any payment of principal of, or interest on, any of such Lender's Notes or any fees or other amounts payable to such Lender hereunder (to the extent an interest therein has been sold to the Participant). Such Purchaser In the event of any such sale by a Lender of a participating interest to a Participant, such Lender's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for performing its obligations hereunderthe performance thereof, such Lender shall remain the holder of any obligation owing to it hereunder for all purposes under this Agreement, and each Seller, the Servicer, the Collateral Agent, each Purchaser Agent, each other Purchaser Borrowers and the Administrative Agent shall continue to be entitled to deal solely and directly with such Purchaser Lender in connection with such Purchaser’s Lender's rights and obligations hereunderunder this Agreement. Each Borrowers hereby agree that each Participant shall be subject entitled to the requirements under Section 3.3(e)(v) benefits of Sections 3.5, 3.9, 3.10, 3.11 and 3.13 with respect to its participation in the Commitment and the Loans outstanding from time to time as if such Participant it were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser Agents. Each Purchaser that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Sellers, maintain a register on which it enters the name and address of each Participant and the Purchases (and Yield, fees, and other similar amounts under this Agreement) of each Participant’s interest in the interests of such Purchaser under the Transaction Documents (the “Participant Register”)Lender; provided that no Purchaser Participant shall be entitled to receive any greater amount pursuant to any such Section than the transferor Lender would have any obligation been entitled to disclose all or any portion receive in respect of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any Pool Receivables or Related Assets or other obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such interest or other obligation is in registered form under Section 5f.103-1(c) amount of the United States Treasury Regulations. The entries in the participation transferred by such transferor Lender to such Participant Register shall be conclusive absent manifest error, and had no such Purchaser shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any responsibility for maintaining a Participant Registertransfer occurred.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to one any Person (other than a natural person, a Defaulting Lender or more Persons the Company or any of the Company’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunder, and each Seller(iii) the Borrowers, the ServicerAdministrative Agent, the Collateral Agent, each Purchaser Agent, each other Purchaser Lenders and the Administrative Agent L/C Issuer shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Each Lender that sells a participating interest in any Loan, Commitment, participations in L/C Obligations and/or Swing Line Loans, or other interest to a Participant shall, as agent of the Company solely for the purpose of this Section 10.06, record in book entries maintained by such Lender the name and the amount of the participating interest of each Participant entitled to receive payments in respect of such participating interests. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and 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 clause (y) of the first proviso to Section 10.01 that affects such Participant. Subject to clause (e) of this Section, each Borrower agrees that each Participant shall be subject entitled to the requirements under Section 3.3(e)(v) benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if such Participant it were a Purchaser, Lender and had acquired its interest by assignment pursuant to clause (b) of this Section (it being understood that the documentation required under such section Section 3.01(e) shall be delivered to the participating Purchaser. A Purchaser 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 3.06 and 10.13 as if it were an assignee under clause (b) of this Section and (B) shall not agree be entitled to receive any greater payment under Sections 3.01 or 3.04, with a Participant to restrict such Purchaser’s right to agree respect to any amendment heretoparticipation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except amendments to the extent such entitlement to receive a greater payment results from a Change in Law that require occurs after the consent of all Purchasers or all Purchaser AgentsParticipant acquired the applicable participation. Each Purchaser Lender that sells a participation agrees, at the Company’s request and expense, to use reasonable efforts to cooperate with the Company to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the SellersCompany, maintain a register on which it enters the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each Participant’s interest in the interests of such Purchaser Loans or other obligations under the Transaction Loan Documents (the “Participant Register”); provided that no Purchaser 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 Pool Receivables commitments, loans, letters of credit or Related Assets or its other obligations under any Transaction Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such interest commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser 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, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any no responsibility for maintaining a Participant Register.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to one any Person (other than a natural person, a Defaulting Lender or more Persons any Borrower or any Affiliate or Subsidiary of any Borrower) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunder, and each Seller(iii) the Borrowers, the ServicerAdministrative Agent, the Collateral Agent, each Purchaser Agent, each other Purchaser Lenders and the Administrative Agent L/C Issuer shall continue to deal solely and directly with such Purchaser Lender in connection with such Purchaser’s Lender's rights and obligations hereunderunder this Agreement. Each For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and 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. Subject to subsection (e) of this Section, each Borrower agrees that each Participant shall be subject entitled to the requirements under Section 3.3(e)(v) benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if such Participant it were a Purchaser, Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under such section Section 3.01(e) shall be delivered to the participating Purchaser. A Purchaser Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not agree be entitled to receive any greater payment under Sections 3.01 or 3.04, with a Participant to restrict such Purchaser’s right to agree respect to any amendment heretoparticipation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except amendments to the extent such entitlement to receive a greater payment results from a Change in Law that require occurs after the consent of all Purchasers or all Purchaser AgentsParticipant acquired the applicable participation. Each Purchaser Lender that sells a participation agrees, at the Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrowers to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary an agent of the SellersBorrowers, maintain a register on which it enters the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each Participant’s interest in the interests of such Purchaser Loans or 117 other obligations under the Transaction Loan Documents (the “Participant Register”); provided that no Purchaser 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 Pool Receivables commitments, loans, letters of credit or Related Assets or its other obligations under any Transaction Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such interest commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser 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, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any no responsibility for maintaining a Participant Register.

Participations. Any Purchaser The Lender may at any time[, without] (with the Borrower’s prior written consent [of,]which shall not be (i) unreasonably withheld, conditioned or delayed or (ii) required during the continuance of an Event of Default; provided that the Borrower shall be deemed to have consented unless it shall have objected thereto by written notice to[,] the [Loan Parties,]Lender within ten (10) Business Days after having received notice of a failure to respond to such request for consent) sell participations to one any Person (other than a natural person or more Persons the Loan Parties or any of the Loan Parties’ Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in all or a portion of the interests of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans (including the Lender’s participations in L/C Obligations) 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 performing its the performance of such obligations hereunder, and each Seller, (iii) the Servicer, the Collateral Agent, each Purchaser Agent, each other Purchaser Loan Parties and the Administrative Agent L/C Issuer shall continue to deal solely and directly with such Purchaser the Lender in connection with such Purchaserthe Lender’s rights and obligations hereunderunder this Agreement. Each Any Participant shall be subject agree in writing to the requirements under comply with all confidentiality obligations set forth in Section 3.3(e)(v) 9.07 as if such Participant were was the Lender hereunder. Any agreement or instrument pursuant to which the Lender sells such a Purchaser, it being understood participation shall provide that the documentation required under such section Lender shall be delivered to retain the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s 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 the Lender will not, without the consent of the Participant, agree to any amendment heretoamendment, except amendments waiver or other modification that require affects such Participant disproportionately to the consent Lender. Subject to subsection (d) of all Purchasers or all Purchaser Agents. Each Purchaser this Section, the Loan Parties agree that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Sellers, maintain a register on which it enters the name and address of each Participant and the Purchases (and Yield, fees, and other similar amounts under this Agreement) of each Participant’s interest in the interests of such Purchaser under the Transaction Documents (the “Participant Register”); provided that no Purchaser shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any Pool Receivables or Related Assets or other obligations under any Transaction Document) to any Person except be entitled to the extent that such disclosure is necessary to establish that such interest or other obligation is in registered form under Section 5f.103-1(c) benefits of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest errorSections 3.01, 3.04 and such Purchaser shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice 3.05 to the contrary. For same extent as if it were the avoidance of doubt, neither the Collateral Agent nor the Administrative Agent (in Lender and had acquired its capacity as Administrative Agent) shall have any responsibility for maintaining a Participant Registerinterest by assignment pursuant to Section 9.06(b).

Participations. Any Purchaser Each Lender may at any time sell participations to one or more Persons banks, financial institutions or other entities (each other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) participating interests in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the interests of such Purchaser hereunderAdvances owing to it); provided, however, that no Purchaser shall grant any participation (i) such Lender’s obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement or any other Transaction Document. Such Purchaser (including, without limitation, its Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its obligations hereunderthe performance of such obligations, (iii) such Lender shall remain the maker of any such Advance for all purposes of this Agreement and each Seller(iv) the Borrower, the Servicer, the Collateral Agent, each Purchaser Agent, each other Purchaser and the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.05 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and 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 with respect to the provision in Section 10.01 relating to amendments, waivers or consents requiring unanimous consent of the Lenders that affects such Participant. Subject to the following paragraph, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.03 and 4.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.05 as though it were a Lender, provided such Participant agrees to be subject to Section 4.04 as though it were a Lender. A Participant shall not be entitled to receive any greater payment under Sections 4.03 and 4.05 than the requirements under applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.3(e)(v4.05 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 4.05(f) as if such Participant though it were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser AgentsLender. Each Purchaser Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the SellersBorrower, maintain a register on which it enters the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each Participant’s interest in the interests of such Purchaser Advances or other obligations under the Transaction Loan Documents (the “Participant Register”); provided that no Purchaser 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 Pool Receivables commitments, advances, letters of credit or Related Assets or its other obligations under any Transaction Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such interest commitment, advance, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser 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, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any no responsibility for maintaining a Participant Register.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural person, the Borrower, any of the Borrower's Affiliates or more Persons Subsidiaries (each other than an Affiliate that qualifies as an Eligible Assignee pursuant to the definition of "Eligible Assignee") or, subject to the last two sentences of this clause (d), a “Participant”Non-Financial Entity) participating interests (each, a "PARTICIPANT") in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender's rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans (including such Lender's participations in L/C Obligations) owing to it); provided that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunder, and each Seller(iii) the Borrower, the Servicer, the Collateral Agent, each Purchaser Agent, each other Purchaser Agents and the Administrative Agent other Lenders shall continue to deal solely and directly with such Purchaser Lender in connection with such Purchaser’s Lender's rights and obligations hereunderunder this Agreement. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clause (c), (d), (g) or (h) of Section 10.01 that directly affects such Participant. 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 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.06(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to the requirements under Section 3.3(e)(v) 2.13 as if such Participant though it were a PurchaserLender. Notwithstanding the foregoing, it being understood that the documentation required under such section shall be delivered if at any time a Lender proposes to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser Agents. Each Purchaser that sells sell a participation shallto a Non-Financial Entity, acting solely for this purpose as a non-fiduciary agent then such Lender shall notify the Borrower of the Sellers, maintain a register on which it enters the name and address of each Participant and the Purchases (and Yield, fees, and other similar amounts under this Agreement) of each Participant’s interest in the interests of such Purchaser under the Transaction Documents (the “Participant Register”); provided that no Purchaser shall have any obligation to disclose all or any portion of the Participant Register (including the identity of such proposed participant. No participation shall be sold to any Participant Non-Financial Entity that is designated by the Borrower, within three Business Days after receipt by the Borrower of notification from the applicable Lender pursuant to the immediately preceding sentence, as a direct or indirect competitor of Holdings or any information relating to a Participant's interest in any Pool Receivables or Related Assets or other obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such interest or other obligation is in registered form under Section 5f.103-1(c) Subsidiary of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any responsibility for maintaining a Participant RegisterHoldings.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to one any Person (other than a natural Person, a Defaulting Lender or more Persons a Loan Party or any Loan Party’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunder, and each Seller(iii) the Borrowers, the ServicerAdministrative Agent, the Collateral Agent, each Purchaser Agent, each other Purchaser Lenders and the Administrative Agent L/C Issuer shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. Subject to subsection (e) of this Section, each Borrower agrees that each Participant shall be subject entitled to the requirements under Section 3.3(e)(v) benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if such Participant it were a Purchaser, Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under such section Section 3.01(e) shall be delivered to the participating Purchaser. A Purchaser Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not agree be entitled to receive any greater payment under Sections 3.01 or 3.04, with a Participant to restrict such Purchaser’s right to agree respect to any amendment heretoparticipation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except amendments to the extent such entitlement to receive a greater payment results from a Change in Law that require occurs after the consent of all Purchasers or all Purchaser AgentsParticipant acquired the applicable participation. Each Purchaser Lender that sells a participation agrees, at the Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrowers to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.14 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the SellersBorrowers, maintain a register on which it enters the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each Participant’s interest in the interests of such Purchaser Loans or other obligations under the Transaction Loan Documents (the “Participant Register”); provided that no Purchaser 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 Pool Receivables commitments, loans, letters of credit or Related Assets or its other obligations under any Transaction Loan Document) to any Person (including any Borrower) except to the extent that such disclosure is necessary to establish that such interest commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser 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, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any no responsibility for maintaining a Participant Register.

Participations. Any Purchaser may (i) Each Lender shall have the right at any time to sell to one or more Persons participations to any Eligible Assignee (each provided that, for purposes of this Section 10.6(g), any Person that is a “Participant”Disqualified Institution solely on account of having been (or having an Affiliate thereof having been) participating interests in identified as such by name by the interests Borrower shall be a Disqualified Institution only if a list of Disqualified Institutions including the name of such Purchaser hereunderPerson has been made available to all Lenders by the Borrower or the Administrative Agent) in all or any part of its Commitments or Loans or in any other Obligation; provided, however, provided that no Purchaser shall grant any participation (A) such Lender’s obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement or any other Transaction Document. Such Purchaser shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunder, and each Seller(C) the Credit Parties, the ServicerAdministrative Agent, the Collateral Agent, each Purchaser Agent, each other Purchaser Agent and the Administrative Agent other Lenders shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each Participant shall be subject to the requirements under Section 3.3(e)(v) as if such Participant were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser Agents. Each Purchaser Lender that sells a participation pursuant to this Section 10.6(g) shall, acting solely for this purpose United States federal income tax purposes as a non-fiduciary agent of the SellersBorrower, maintain a register on which it enters records the name and address of each Participant participant to which it has sold a participation and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each Participantsuch participant’s interest in the interests Loans or other rights and obligations of such Purchaser Lender under the Transaction Documents this Agreement (the “Participant Register”); provided that no Purchaser Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant participant or any information relating to a Participant's participant’s interest in any Pool Receivables or Related Assets Commitments, Loans or other rights and obligations under any Transaction Credit Document) to any Person ), except to the extent that such disclosure is necessary to establish that such interest Commitment, Loan or other right or obligation is in registered form under Section 5f.103-1(c) of the United States Treasury RegulationsRegulations or as required pursuant to other applicable law. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of under this Agreement Agreement, notwithstanding any notice to the contrary. For the avoidance of doubt, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any no responsibility for maintaining a Participant Register.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Eligible Assignee (other than a natural Person, or more Persons a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its obligations hereunderthe performance of such obligations, and each Seller(iii) the Borrower, the ServicerAdministrative Agent, the Collateral Agent, each Purchaser Agent, each other Purchaser Issuing Banks and the Administrative Agent Lenders shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.6 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that requires the consent of each Lender hereunder and that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Section 9.3, Section 2.11 and Section 3.3 and (subject to the requirements and limitations therein, including the requirements under Section 3.3(e)(v3.3(b) as if such Participant were a Purchaser, (it being understood that the documentation required under such section Section 3.3(b) shall be delivered to the participating Purchaser. A Purchaser Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 9.6 as if it were an assignee under paragraph (b) of this Section; and (B) shall not agree be entitled to receive any greater payment under Section 9.3 or Section 3.3, with a Participant to restrict such Purchaser’s right to agree respect to any amendment heretoparticipation, than its participating Lender would have been entitled to receive, except amendments to the extent such entitlement to receive a greater payment results from a Change in Law that require occurs after the consent of all Purchasers or all Purchaser AgentsParticipant acquired the applicable participation. Each Purchaser Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 9.6 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.6 as though it were a Lender; provided that such Participant agrees to be subject to Section 11.6 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the SellersBorrower, maintain a register on which it enters the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each Participant’s interest in the interests of such Purchaser Loans or other obligations under the Transaction Credit Documents (the “Participant Register”); provided that no Purchaser 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 Pool Receivables commitments, loans, letters of credit or Related Assets or its other obligations under any Transaction Credit Document) to any Person except to the extent that such disclosure is necessary to establish that such interest commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser 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, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any no responsibility for maintaining a Participant Register.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to one any Person (other than a natural person, a Defaulting Lender or more Persons a Borrower or any of the Borrowers’ Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunderand (iii) the Borrowers, and each Seller, the Servicer, the Collateral Agent, each Purchaser Agent, each other Purchaser and the Administrative Agent and the Lenders shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. Subject to subsection (e) of this Section, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the requirements under Section 3.3(e)(v) as if such Participant were a Purchaserand limitations therein, it being understood that the documentation required under such section Section 3.01(e) shall be delivered to the participating PurchaserXxxxxx) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. A Purchaser To the extent permitted by law, each Participant also shall not agree with be entitled to the benefits of Section 11.08 as though it were a Lender, provided such Participant agrees to restrict such Purchaser’s right be subject to agree to Section 2.13 and Section 11.08 as though it were a Lender. If any amendment hereto, except amendments that require the consent of all Purchasers Lender (or all Purchaser Agents. Each Purchaser that any assignee thereof) sells a participation participation, such Lender (or such assignee) shall, acting solely for this purpose as a non-fiduciary an agent of the SellersBorrowers, maintain a register on which it enters the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each Participant’s interest in the interests of such Purchaser Loans or other obligations under the Transaction Loan Documents (the “Participant Register”); provided that no Purchaser Lender (nor any assignee thereof) shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's ’s interest in any Pool Receivables commitments, loans or Related Assets or its other obligations under any Transaction Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such interest commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser Lender (or such assignee) 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, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any no responsibility for maintaining a Participant Register.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent or any L/C Issuer, sell participations to one any Person (other than a natural person or more Persons the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans (including such Lxxxxx’s participations in L/C Obligations) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunder, and each Seller(iii) the Borrower, the ServicerAdministrative Agent, the Collateral Agent, each Purchaser Agent, each other Purchaser Lenders and the Administrative Agent any L/C Issuer shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. 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 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender, provided such Participant agrees to be subject to the requirements under Section 3.3(e)(v) 2.13 as if such Participant though it were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser AgentsLender. Each Purchaser Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the SellersBorrower, maintain a register on which it enters the name and address of each Participant and the Purchases principal amounts of (and Yield, fees, and other similar amounts under this Agreementstated interest on) of each Participant’s interest in the interests of such Purchaser Loans or other Obligations under the Transaction Loan Documents (the “Participant Register”); provided that no Purchaser 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 Pool Receivables Commitments, Loans, Letters of Credit or Related Assets or its other obligations Obligations under any Transaction Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such interest Commitment, Loan, Letter of Credit or other obligation Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser 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, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any no responsibility for maintaining a Participant Register.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of one or more Persons natural Persons, a Defaulting Lender, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunderLender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations) owing to it); provided, however, that no Purchaser shall grant any participation (i) such Lender’s obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement or any other Transaction Document. Such Purchaser shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its obligations hereunderthe performance of such obligations, and each Seller(iii) the Borrower, the ServicerAdministrative Agent, the Collateral Lenders, the Fronting L/C Issuer and the Several L/C Agent, each Purchaser Agentas applicable, each other Purchaser and the Administrative Agent shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided, that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 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 3.05 (subject to the requirements under Section 3.3(e)(vand limitations therein) to the same extent as if such Participant it were a Purchaser, Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under such section Section 3.01(e) shall be delivered to the participating Purchaser. A Purchaser Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided, that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not agree be entitled to receive any greater payment under Sections 3.01 or 3.04, with a Participant to restrict such Purchaser’s right to agree respect to any amendment heretoparticipation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except amendments to the extent such entitlement to receive a greater payment results from a Change in Law that require occurs after the consent of all Purchasers or all Purchaser AgentsParticipant acquired the applicable participation. Each Purchaser Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender; provided, that such Participant agrees to be subject to Section 2.12 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the SellersBorrower, maintain a register on which it enters the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each Participant’s interest in the interests of such Purchaser Loans or other obligations under the Transaction Loan Documents (the “Participant Register”); provided provided, that no Purchaser 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 Pool Receivables commitments, loans, letters of credit or Related Assets or its other obligations under any Transaction Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such interest commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser 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, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any no responsibility for maintaining a Participant Register.

Participations. Any Purchaser Lender may at any time sell to one or more Persons (each other than (x) a Disqualified Institution unless expressly consented to by Borrower (which consent shall not be required from Borrower at any time while an Event of Default has occurred and is continuing) and (y) a natural person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person, or Borrower or any of Borrower’s Affiliates or Subsidiaries) participating interests in its Loans, Commitments or other interests under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it) (any such Person, a “Participant”) participating interests ); provided that, in the interests event of such Purchaser hereunder; provideda sale by a Lender of a participating interest to a Participant, however, (a) that no Purchaser shall grant any participation Lender’s obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement or any other Transaction Document. Such Purchaser shall will remain solely responsible unchanged for performing its obligations hereunder, all purposes; (b) Borrower and each Seller, the Servicer, the Collateral Agent, each Purchaser Agent, each other Purchaser and the Administrative Agent shall continue to deal solely and directly with such Purchaser that Lender in connection with such Purchaserthat Lender’s rights and obligations hereunderunder this Agreement; and (c) all amounts payable by Borrower will be determined as if that Xxxxxx had not sold that participation and will be paid directly to that Xxxxxx. No Participant will have any direct or indirect voting rights under this Agreement except with respect to any event described in Section 15.1 expressly requiring the unanimous vote of all Lenders or, as applicable, all affected Lenders. Each Lender agrees to incorporate the requirements of the preceding sentence into each participation agreement which that Xxxxxx enters into with any Participant. Borrower agrees that if amounts outstanding under this Agreement are due and payable (as a result of acceleration or otherwise), each Participant shall will be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement, but that right of set-off is subject to the requirements under obligation of each Participant to share with the Lenders, and the Lenders shall share with each Participant, as provided in Section 3.3(e)(v) 7.5. Participant will be entitled to the benefits of Section 7.6 and Section 8 as if such Participant it were a Purchaser, it being understood that Lender (but on the documentation required under such section shall date of the participation no Participant will be delivered entitled to any greater compensation pursuant to Section 7.6 or Section 8 than would have been paid to the participating Purchaser. A Purchaser shall not agree Lender on that date if no participation had been sold, and each Participant must comply with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser AgentsSection 7.6.4 as if it were an Assignee). Each Purchaser Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the SellersXxxxxxxx, maintain a register on which it enters the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each Participant’s interest in the interests of such Purchaser Loans or other obligations under the Transaction Loan Documents (the “Participant Register”); provided that no Purchaser 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 Pool Receivables commitments, loans or Related Assets or its other obligations under any Transaction Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such interest commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser 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, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any no responsibility for maintaining a Participant Register.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agents, 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 114 more Persons natural persons), a Defaulting Lender or a Borrower or any of the Borrowers’ Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunder, and each Seller(iii) the Borrowers, the ServicerAdministrative Agents, the Collateral Agent, each Purchaser Agent, each other Purchaser Lenders and the Administrative Agent L/C Issuers shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (i) through (vii) of the Section 11.01(a) that affects such Participant. Subject to subsection (e) of this Section, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender, provided such Participant agrees to be subject to the requirements under Section 3.3(e)(v) 2.13 as if such Participant though it were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating PurchaserLender. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser Agents. Each Purchaser that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Sellers, maintain a register on which it enters the name and address of each Participant and the Purchases (and Yield, fees, and other similar amounts under this Agreement) of each Participant’s interest in the interests of such Purchaser under the Transaction Documents (the “Participant Register”); provided that no Purchaser shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any Pool Receivables or Related Assets or other obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such interest or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any responsibility for maintaining a Participant Register.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to one any Person (other than a natural person, a Defaulting Lender, Xxxxxxxxx or more Persons any of Xxxxxxxxx’x Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunder, and each Seller(iii) the Borrowers, the ServicerAdministrative Agent, the Collateral Agent, each Purchaser Agent, each other Purchaser Lenders and the Administrative Agent L/C Issuer shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(d) with respect to any payments made by such Lender to its Participants. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. Each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the requirements and limitations therein, including the requirements under Section 3.3(e)(v3.01(e) as if such Participant were a Purchaser, (it being understood that the documentation required under such section Section 3.01(e) shall be delivered to the participating PurchaserLender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 3.06 as if it were an assignee under subsection (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than its participating Lender would have been entitled to receive. A Purchaser Participant that would be a Foreign Lender if it were a Lender shall not agree be entitled to the benefits of Section 3.01 unless Xxxxxxxxx is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 3.01(e) as though it were a Lender. To the extent permitted by law, each Participant also shall be entitled to restrict the benefits of Section 11.08 as though it were a Lender, provided such Purchaser’s right Participant agrees to agree be subject to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser AgentsSection 2.14 as though it were a Lender. Each Purchaser Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the SellersXxxxxxxxx, maintain a register on which it enters the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each Participant’s interest in the interests of such Purchaser Loans or other obligations under the Transaction Loan Documents (the “Participant Register”); provided that no Purchaser Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant's ’s interest in any Pool Receivables commitments, loans, letters of credit or Related Assets or its other obligations under any Transaction Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such interest commitment, loan, letter of credit or other obligation is in “registered form under form” within the meaning of Section 5f.103-1(c) of the United States Treasury RegulationsRegulations or, if different, Section 871(h)(2) or 881(c)(2) of the Code. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser 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, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any no responsibility for maintaining a Participant Register.

Participations. Any Purchaser Each Lender may sell participations to one or more Persons (each other than a natural person) (each, a “Participant”) participating interests in all or a portion of such Lender’s rights and obligations under this Credit Agreement and the other Loan Documents; provided that (a) except in the interests case of any such participation sold to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, each such participation shall be in an amount of not less than $2,500,000, or shall be in an amount of such Purchaser hereunder; providedLender’s entire remaining Commitment and the Loans at the time owing to it, however(b) any such sale or participation shall not affect the rights and duties of the selling Lender hereunder to the Borrower, that no Purchaser shall grant any participation under which the Participant shall have rights to approve any amendment to or waiver of this Agreement or any other Transaction Document. Such Purchaser (c) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunderand (d) the Borrower, and each Seller, the Servicer, the Collateral Agent, each Purchaser Agent, each other Purchaser and the Administrative Agent and the Lenders shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Credit Agreement. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that would reduce the principal of or the interest rate on any Loans subject to such participation, extend the term or increase the amount of the Commitment of such Lender as it relates to such Participant, reduce the amount of any Commitment Fee or other fees to which such Participant is entitled, or extend any regularly scheduled payment date for principal or interest with respect to Loans subject to such participation. Subject to §14.5, the Borrower agrees that each Participant shall be entitled to the benefits of §§4.1.2, 4.5, 4.6 and 4.8 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to §14.1. To the extent permitted by law, each Participant also shall be entitled to the benefits of §15.1 as though it were a Lender, provided such Participant agrees to be subject to the requirements under Section 3.3(e)(v) §15.1 as if such Participant though it were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser Agents. Each Purchaser that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Sellers, maintain a register on which it enters the name and address of each Participant and the Purchases (and Yield, fees, and other similar amounts under this Agreement) of each Participant’s interest in the interests of such Purchaser under the Transaction Documents (the “Participant Register”); provided that no Purchaser shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any Pool Receivables or Related Assets or other obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such interest or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any responsibility for maintaining a Participant RegisterLender.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural person, the Borrower, any of its Subsidiaries or more Persons any of their respective Affiliates) (each each, CVS Caremark Credit Agreement a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment, Letter of Credit Exposure, Swing Line Exposure and/or the Loans, Letter of Credit Exposure or Swing Line Exposure owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunderand (iii) the Borrower, and each Seller, the Servicer, the Collateral Agent, each Purchaser Agent, each other Purchaser and the Administrative Agent and each Credit Party shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each Participant Any agreement or instrument pursuant to which a Lender sells such a participation shall be subject to provide that such Lender shall retain the requirements under Section 3.3(e)(v) as if such Participant were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s 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 heretoamendment, except amendments that require modification or waiver which requires the consent of all Purchasers Lenders or all Purchaser Agentsaffected Lenders that directly affects such Participant. Subject to paragraph (e) of this Section 11.7, the Borrower agrees that each Participant shall be entitled to the benefits of Section 3.5, Section 3.6, Section 3.7 and Section 3.10 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 11.7. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.9(a) as though it were a Lender, provided that such Participant agrees to be subject to Section 11.9(b) as though it were a Lender. Each Purchaser Lender that sells a participation with respect to a Commitment or Loan to the Borrower shall, acting solely for this purpose the purposes of complying with the rules regarding registered form in the Internal Revenue Code, act as a non-fiduciary agent of the SellersBorrower, maintain maintaining a register on which it enters the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementrelated interest amounts) of each Participant’s interest in the interests of such Purchaser under the Transaction Documents Commitment and/or Loan (the “Participant Register”); provided that no Purchaser shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any Pool Receivables or Related Assets or other obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such interest 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 such Purchaser 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 No Lender shall be required to disclose the avoidance existence of, or any of doubtthe information contained in, neither any Participant Register maintained by it to the Collateral Agent nor Borrower or any other Person unless requested in writing by the Administrative Agent (Borrower, and only to the Internal Revenue Service to the extent such disclosure is required in its capacity as Administrative Agent) shall have any responsibility for maintaining a Participant Registerorder to comply with the rules requiring registered form pursuant to the Internal Revenue Code.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural person or more Persons the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans (including such Lender’s participation in L/C Obligations) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunder, and each Seller(iii) the Loan Parties, the ServicerAdministrative Agent, the Collateral AgentL/C Administrator, each Purchaser Agentthe Fronting Banks, each other Purchaser the Swing Line Lender and the Administrative Agent other Lenders shall 106 continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver or modification described in Section 10.01 that directly affects such Participant and could not be affected by a vote of the Required Lenders. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01 and 3.04 (subject to the requirements and limitations therein, including the requirements under Section 3.3(e)(v3.01(g) as if such Participant were a Purchaser, (it being understood that the documentation required under such section Section 3.01(g) shall be delivered to the participating Purchaser. A Purchaser Lender granting such participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 10.13 as if it were an assignee under paragraph (b) of this Section; and (B) shall not agree be entitled to receive any greater payment under Sections 3.01 or 3.04, with a Participant to restrict such Purchaser’s right to agree respect to any amendment heretoparticipation, than its participating Lender would have been entitled to receive, except amendments to the extent such entitlement to receive a greater payment results from a Change in Law that require occurs after the consent Participant acquired the applicable participation. To the extent permitted by law, each Participant also shall be entitled to the benefits of all Purchasers or all Purchaser AgentsSection 10.08 as though it were a Lender. Each Purchaser Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the SellersBorrower, maintain a register on which it enters the name and address of each Participant and the Purchases principal amounts of (and Yield, fees, and other similar amounts under this Agreementstated interest on) of each Participant’s interest in the interests of such Purchaser Loans or other obligations under the Transaction Loan Documents (the “Participant Register”); provided that no Purchaser 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 Pool Receivables commitments, loans, letters of credit or Related Assets or its other obligations under any Transaction Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such interest commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser 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, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any no responsibility for maintaining a Participant Register.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Company, the Swing Line Lender, any L/C Issuer or the Administrative Agent, sell participations to one any Person (other than a natural person, a Defaulting Lender or more Persons the Company or any of the Company’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunder, and each Seller(iii) the Company, the ServicerAdministrative 135 Agent, the Collateral Agent, each Purchaser Agent, each other Purchaser Lenders and the Administrative Agent L/C Issuers shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. Subject to subsection (e) of this Section, the Company agrees that each Participant shall be entitled to the benefits of Sections 3.01 and 3.04 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to the requirements under Section 3.3(e)(v) 2.13 as if such Participant though it were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser Agents. Each Purchaser that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Sellers, maintain a register on which it enters the name and address of each Participant and the Purchases (and Yield, fees, and other similar amounts under this Agreement) of each Participant’s interest in the interests of such Purchaser under the Transaction Documents (the “Participant Register”); provided that no Purchaser shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any Pool Receivables or Related Assets or other obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such interest or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any responsibility for maintaining a Participant RegisterLender.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural Person, a holding company, investment vehicle or more Persons trust for, or owned and operated for the primary benefit of, a natural Person, any Person that is a Defaulting Lender, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunderand (iii) the Borrower, and each Seller, the Servicer, the Collateral Agent, each Purchaser Agent, each other Purchaser and the Administrative Agent and the Lenders shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserXxxxxx’s rights and obligations hereunderunder this Agreement. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to (w) increase such Lender’s Commitment, (x) extend the date fixed for the payment of principal on the Loans or portions thereof owing to such Lender, (y) reduce the rate at which interest is payable thereon (other than a waiver of default interest and changes in the calculation of the Total Leverage Ratio that may indirectly affect pricing) or (z) release all or substantially all of the Guarantors from their Obligations under the Guaranty except as contemplated by Section 8.12.(b), in each case, as applicable to that portion of such Lender’s rights and/or obligations that are subject to the participation. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.10., 5.1., 5.4. (subject to the requirements and limitations therein, including the requirements under Section 3.3(e)(v3.10.(g) as if such Participant were a Purchaser, (it being understood that the documentation required under such section Section 3.10.(g) shall be delivered to the participating PurchaserLender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 5.6. A Purchaser as if it were an assignee under subsection (b) of this Section; and (B) shall not agree be entitled to receive any greater payment under Sections 5.1. or 3.10., with a Participant to restrict such Purchaser’s right to agree respect to any amendment heretoparticipation, than its participating Lender would have been entitled to receive, except amendments to the extent such entitlement to receive a greater payment results from a Regulatory Change that require occurs after the consent of all Purchasers or all Purchaser AgentsParticipant acquired the applicable participation. Each Purchaser Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 5.6. with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 13.3. as though it were a Lender; provided that such Participant agrees to be subject to Section 3.3. as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the SellersBorrower, maintain a register on which it enters the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each Participant’s interest in the interests of such Purchaser Loans or other obligations under the Transaction Loan Documents (the “Participant Register”); 120 provided that no Purchaser 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 Pool Receivables commitments, loans or Related Assets or its other obligations under any Transaction Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such interest commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser 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, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any no responsibility for maintaining a Participant Register.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural Person or more Persons the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunder, and each Seller(iii) the Borrower, the ServicerAdministrative Agent, the Collateral Agent, each Purchaser Agent, each other Purchaser Issuing Bank and the Administrative Agent Lenders shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to (w) increase such Lender’s Commitment, (x) extend the date fixed for the payment of principal on the Loans or portions thereof owing to such Lender, (y) reduce the rate at which interest is payable thereon or (z) release any Guarantor from its Obligations under the Guaranty, in each case, as applicable to that portion of such Lender’s rights and/or obligations that are subject to the participation. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.10., 4.1., 4.4. (subject to the requirements and limitations therein, including the requirements under Section 3.3(e)(v3.10.(g) as if such Participant were a Purchaser, (it being understood that the documentation required under such section Section 3.10.(g) shall be delivered to the participating PurchaserLender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 4.6. A Purchaser as if it were an assignee under subsection (b) of this Section; and (B) shall not agree be entitled to receive any greater payment under Sections 4.1. or 3.10., with a Participant to restrict such Purchaser’s right to agree respect to any amendment heretoparticipation, than its participating Lender would have been entitled to receive, except amendments to the extent such entitlement to receive a greater payment results from a Regulatory Change that require occurs after the consent of all Purchasers or all Purchaser AgentsParticipant acquired the applicable participation. Each Purchaser Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 4.6. with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.3. as though it were a Lender; provided that such Participant agrees to be subject to Section 3.3. as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the SellersBorrower, maintain a register on which it enters the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each Participant’s interest in the interests of such Purchaser Loans or other obligations under the Transaction Loan Documents (the “Participant Register”); provided that no Purchaser 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 Pool Receivables commitments, loans, letters of credit or Related Assets or its other obligations under any Transaction Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such interest commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser 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, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any no responsibility for maintaining a Participant Register.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural person or more Persons a holding company, investment vehicle or trust for, or owned or operated for the primary benefit of, a natural person or the Borrower or any of the Borrower's Affiliates or Subsidiaries) (each a “"Participant”") participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender's rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunder, and each Seller(iii) the Borrower, the ServicerAdministrative Agent, the Collateral Agent, each Purchaser Agent, each other Purchaser Issuing Lenders and the Administrative Agent Lenders shall continue to deal solely and directly with such Purchaser Lender in connection with such Purchaser’s Lender's rights and obligations hereunderunder this Agreement. Each For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.3(c) with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Sections 11.1(a) through (g) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.1, 3.2 (subject to the requirements and limitations therein, including the requirements under Section 3.3(e)(v) as if such Participant were a Purchaser, 3.2 (it being understood that the documentation required under such section Section 3.2 shall be delivered to the participating Purchaser. A Purchaser Lender)), 3.5 and 11.3 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause (b) of this Section 11.7; provided that such Participant (A) agrees to be subject to the provisions of Section 3.6 as if it were an assignee under clause (b) of this Section 11.7; and (B) shall not agree be entitled to receive any greater payment under Section 3.1 or 3.2, with a Participant to restrict such Purchaser’s right to agree respect to any amendment heretoparticipation, than its participating Lender would have been entitled to receive, except amendments to the extent such entitlement to receive a greater payment results from a Change in Law that require occurs after the consent of all Purchasers or all Purchaser AgentsParticipant acquired the applicable participation. Each Purchaser 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 3.6 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.2(c) as though it were a Lender; provided that such Participant agrees to be subject to Section 2.14 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the SellersBorrower, maintain a register on which it enters the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each Participant’s 's interest in the interests of such Purchaser Loans or other obligations under the Transaction Loan Documents (the “"Participant Register”"); provided that no Purchaser 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 Pool Receivables Commitments, Loans, Letters of Credit or Related Assets or its other obligations under any Transaction Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such interest Commitment, 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 such Purchaser 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, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any no responsibility for maintaining a Participant Register. CoBank reserves the right to assign or sell participations in all or part of its Commitments or outstanding Loans hereunder on a non-patronage basis. 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 on or after the Execution Date, (ii) has been designated as being entitled to be accorded the rights of a voting Participant (a "Voting Participant") in a written notice (a "Voting Participant Notice") sent by the relevant Lender (including any existing Voting Participant) to the Borrower and Administrative Agent and (iii) receives, prior to becoming a Voting Participant, the written consent of the Borrower (unless a Default or Event of Default shall have occurred and is continuing under the Loan Documents) 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 11.7(b) and such consent is not required for an assignment to an existing Voting Participant), or is specified as a Voting Participant as of the Execution Date, 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 (including any existing Voting Participant) shall be correspondingly reduced, on a dollar-for-dollar basis. Each Voting Participant Notice shall include, with respect to each Voting Participant, the information that would be included by a prospective Lender in an Assignment and Assumption. Notwithstanding the foregoing, each Farm Credit Lender designated as a Voting Participant in Schedule 11.7 shall be a Voting Participant without delivery of a Voting Participation Notice. The selling Lender (including any existing Voting Participant) 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. Any Purchaser Lender may at any time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to one any Person (other than a natural person, a Defaulting Lender or more Persons the Company or any of the Company’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its obligations hereunderthe performance of such obligations, and each Seller(iii) the Borrowers, the ServicerAdministrative Agent, the Collateral Agent, each Purchaser Agent, each other Purchaser Lenders and the Administrative Agent L/C Issuers shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations under this Agreement and (iv) such Lender shall remain the holder of its Loans and owner of its interest in the Credit Agreement for all purposes hereunder. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that directly affects such Participant. 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 3.05 (subject to the requirements and limitations with respect thereto) 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 requirements provisions of Sections 3.04 and 10.16 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 which (i) would accrue to such Participant if it were deemed to be a “Lender” under Section 3.3(e)(v3.01 or 3.04 (and subject to the requirements and limitations with respect thereto) and (ii) results from a Change in Law for which a Participant would be entitled to compensation under Section 3.01 or Section 3.04 (in accordance with the immediately preceding clause (i)) that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Company’s request and expense, to use reasonable efforts to cooperate with the Company to effectuate the provisions of Section 3.04 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as if though it were a Lender; provided such Participant agrees to be subject to Section 2.14 as though it were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser AgentsLender. Each Purchaser Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the SellersBorrowers (and such agency being solely for tax purposes), maintain a register on which it enters the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each Participant’s interest in the interests of such Purchaser Loans or other obligations under the Transaction Loan Documents (the “Participant Register”); provided that no Purchaser 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 Pool Receivables Commitments, Loans or Related Assets or its other obligations under any Transaction Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such interest Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser 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, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any no responsibility for maintaining a Participant Register.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one or more Persons any Person (each other than a natural person) (each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitments and/or the Advances owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunder, and each Seller, (iii) the Servicer, the Collateral Agent, each Purchaser Agent, each other Purchaser Borrower and the Administrative Agent Lender Parties shall continue to deal solely and directly with such Purchaser Lender Party in connection with such PurchaserLender Party’s rights and obligations hereunderunder this Agreement. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in clauses (a)-(e) of Section 9.2 (that adversely affects such Participant). Subject to paragraph (d) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of, and subject to the requirements under of, Section 3.3(e)(v2.10, Section 2.11 and Section 2.13 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (a) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 7.4 as though it were a Lender, provided such Participant agrees to be subject to Section 2.12(f) as if such Participant though it were a Purchaser, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser AgentsLender. Each Purchaser Revolving Lender or Term Loan Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary nonfiduciary agent of the SellersBorrower, maintain a register in the United States on which it enters the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each Participant’s interest in the interests of such Purchaser Obligations under the Transaction Credit Documents (the “Participant Register”); provided that ) and no Purchaser Revolving Lender or Term Loan Lender shall have any obligation to disclose all or any portion of the information contained in any Participant Register (including the identity of any Participant or any information relating to a the Participant's interest in any Pool Receivables or Related Assets or other obligations ’s interests under any Transaction Documentthis Agreement) to any Person except to the extent that such disclosure is necessary to establish ensure that the rights and obligations reflected in such interest register, or other obligation is in any Register, are in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser Revolving Lender or Term Loan 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 Borrower hereby agrees that each Revolving Lender or Term Loan Lender acting as its nonfiduciary agent solely for the avoidance purpose set forth above in this clause (c), shall not subject such Revolving Lender or Term Loan Lender to any fiduciary or other implied duties, all of doubt, neither which are hereby waived by the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any responsibility for maintaining a Participant RegisterBorrower.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to one any Person (other than a natural person or more Persons the Borrowers or any of the Borrowers’ Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunderLender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); providedprovided that (i) such Lender’s obligations under this Agreement shall remain unchanged, however(iii) where such rights and obligations relate to a U.K. Facility, that no Purchaser shall grant any participation under which the Participant shall have rights to approve any amendment to or waiver of this Agreement or any other Transaction Document. Such Purchaser shall remain solely responsible for performing its obligations hereunder, and each Selleris U.K. Qualifying Lender; (iv) the Borrowers, the ServicerAdministrative Agent, the Collateral Agent, each Purchaser Agent, each other Purchaser Lenders and the Administrative Agent L/C Issuer shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement and (v) the consent of the Lead Borrower shall be required solely in connection with any Participation by a Defaulting Lender or any Lender that has breached its obligations hereunder or under any Loan Document. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement and shall not give the Participant any consent, notice or other rights with respect to such enforcement, amendments, modifications or waivers; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. Subject to subsection (e) of this Section, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 11.06(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender, provided such Participant agrees to be subject to the requirements under Section 3.3(e)(v) 2.13 as if such Participant though it were a PurchaserLender. Notwithstanding the foregoing, it being understood that the documentation required under such section shall be delivered to the participating Purchaser. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser Agents. Each Purchaser each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary an agent of the SellersBorrowers, maintain a “book entry” register (as described in the applicable United States federal income tax law and United States Treasury regulations) on which it enters records the name and address of each the proposed Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each such proposed Participant’s interest in the interests of such Purchaser Loans or other Obligations under the Transaction Documents this Agreement (the “Participant Register”); provided that no Purchaser . The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation and as having “ownership of an interest” (as such term is defined in the applicable Treasury regulations) for all purposes of this Agreement notwithstanding any notice to the contrary. No Lender shall have any obligation to disclose all or any portion of the Participant Register to any person (including the identity of any Participant or any information relating to a Participant's ’s interest in any Pool Receivables Commitments, Loans or Related Assets or its other obligations under any Transaction Documentthis Agreement) to any Person except to the extent that such disclosure is necessary to establish that such interest Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any responsibility for maintaining a Participant Registerregulations.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural Person, or more Persons a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its obligations hereunderthe performance of such obligations, and each Seller(iii) the Borrower, the ServicerAdministrative Agent, the Collateral Agent, each Purchaser Agent, each other Purchaser Issuing Lender and the Administrative Agent Lenders shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 12.3 [Expenses; Indemnity; Damage Waiver] with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and 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 (other than as is already provided for herein) to any amendment, modification or waiver with respect to Sections 12.1(a) [Increase of Commitment], 12.1(b) [Extension of Payment, Etc.], or 12.1(c) [Release of Collateral or Guarantors]) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.4 [Libor Rate Unascertainable, Etc.], 5.8 [Increased Costs], 5.9 [Taxes] and 5.10 [Indemnity] (subject to the requirements and limitations therein, including the requirements under Section 3.3(e)(v5.9(g) as if such Participant were a Purchaser, [Status of Lenders] (it being understood that the documentation required under such section Section 5.9(g) [Status of Lenders] shall be delivered to the participating Purchaser. A Purchaser Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 5.13 [Replacement of a Lender] as if it were an assignee under to paragraph (b) of this Section 12.8; and (B) shall not agree be entitled to receive any greater payment under Sections 5.8 [Increased Costs] or 5.9 [Taxes], with a Participant to restrict such Purchaser’s right to agree respect to any amendment heretoparticipation, except amendments that require the consent of all Purchasers or all Purchaser Agentsthan its participating Lender would have been entitled to receive. Each Purchaser Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 5.13 [Replacement of a Lender] with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.2(b) [Set-off] as though it were a Lender; provided that such Participant agrees to be subject to Section 5.5 [Sharing of Payments by Lenders] as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the SellersBorrower, maintain a register on which it enters the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each Participant’s interest in the interests of such Purchaser Loans or other obligations under the Transaction Loan Documents (the “Participant Register”); provided that no Purchaser 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 Pool Receivables commitments, loans, letters of credit or Related Assets or its other obligations under any Transaction Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such interest commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser 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, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any no responsibility for maintaining a Participant Register.. 101

Participations. Any Purchaser may Lender may, without the consent of, or notice to, Borrower or Administrative Agent, sell participations to one or more Persons (each other than a “Participant”natural person, a Defaulting Lender or any of its Affiliates or Borrower or any of its Affiliates) participating interests in the interests all or a portion of such Purchaser hereunderLender’s rights and/or obligations under this Agreement; provided, however, provided that no Purchaser shall grant any participation (i) such Lender’s obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement or any other Transaction Document. Such Purchaser shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunderand (iii) Borrower, and each Seller, the Servicer, the Collateral Administrative Agent, each Purchaser Agent, each other Purchaser Issuing Lender and the Administrative Agent Lenders shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver directly affecting (i) an extension of the scheduled final maturity date of any Loan allocated to such participation, (ii) a reduction of the principal amount of or the rate of interest payable on any Loan allocated to such participation or (iii) an increase in the Commitment allocated to such participation. Subject to the further provisions of this subsection 10.1C, Borrower agrees that each Participant shall be entitled to the benefits of subsections 2.6D and 2.7 (subject to the requirements and limitations therein, including the requirements under Section 3.3(e)(vsubsection 2.7B(vii) as if such Participant were a Purchaser, (it being understood that the documentation required under such section subsection 2.7B(vii) shall be delivered to the participating Purchaser. A Purchaser Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection 10.1B; provided that (x) such Participant agrees to be subject to the provisions of subsection 2.8B as if it were an assignee under subsection 10.1B and (y) such Participant shall not agree be entitled to receive any greater payment under subsections 2.6D and 2.7 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant. No Participant shall be entitled to the benefits of subsection 2.7 unless Borrower has specifically consented in writing to such Participant being entitled to the benefits of subsection 2.7 and such Participant agrees, for the benefit of Borrower, to comply with subsection 2.7B(vii) as though it were a Participant to restrict such Purchaser’s right to agree Lender. For the avoidance of doubt, each Lender shall be responsible for the indemnity under subsection 9.4 with respect to any amendment hereto, except amendments that require the consent of all Purchasers or all Purchaser Agentspayments made by such Lender to its Participant(s). Each Purchaser Lender that sells a participation agrees, at Borrower’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of subsection 2.10 with respect to any Participant. Each Lender that sells a participation shall, acting solely for this purpose as a an non-fiduciary agent of the SellersBorrower, maintain a register on which it enters the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each Participant’s interest in the interests of such Purchaser Loans or other obligations under the Transaction Loan Documents (the “Participant Register”); provided that no Purchaser 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 Pool Receivables commitments, loans, letters of credit or Related Assets or its other obligations under any Transaction Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such interest commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser 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, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any no responsibility for maintaining a Participant Register.

Participations. Any Purchaser Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural Person, a Defaulting Lender or more Persons the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each each, a “Participant”) participating interests in the interests all or a portion of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation Lender’s rights and/or obligations under which the Participant shall have rights to approve any amendment to or waiver of this Agreement (including all or any other Transaction Document. Such Purchaser a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for performing its the performance of such obligations hereunder, and each Seller(iii) the Borrower, the ServicerAdministrative Agent, the Collateral Agent, each Purchaser Agent, each other Purchaser Lenders and the Administrative Agent L/C Issuer shall continue to deal solely and directly with such Purchaser Lender in connection with such PurchaserLender’s rights and obligations hereunderunder this Agreement. Each For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and 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 (H) of Section 11.01(a)(i) that affects such Participant. The Borrower agrees that each Participant shall be subject entitled to the requirements under Section 3.3(e)(v) benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if such Participant it were a Purchaser, Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under such section Section 3.01(e) shall be delivered to the participating Purchaser. A Purchaser Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not agree be entitled to receive any greater payment under Sections 3.01 or 3.04, with a Participant to restrict such Purchaser’s right to agree respect to any amendment heretoparticipation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except amendments to the extent such entitlement to receive a greater payment results from a Change in Law that require occurs after the consent of all Purchasers or all Purchaser AgentsParticipant acquired the applicable participation. Each Purchaser Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary an agent of the SellersBorrower, maintain a register on which it enters the name and address of each Participant and the Purchases principal amounts (and Yield, fees, and other similar amounts under this Agreementstated interest) of each Participant’s interest in the interests of such Purchaser Loans or other obligations under the Transaction Loan Documents (the “Participant Register”); provided that no Purchaser 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 Pool Receivables commitments, loans, letters of credit or Related Assets or its other obligations under any Transaction Loan Document) to any Person except (i) to the extent that such disclosure is necessary to establish that such interest commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury RegulationsRegulations or (ii) as is necessary to permit the Borrower to comply with applicable Tax Law. The Notwithstanding anything in the Loan Documents to the contrary, the entries in the Participant Register shall be conclusive absent manifest error, and such Purchaser 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, neither the Collateral Agent nor the Administrative Agent (in its capacity as Administrative Agent) shall have any no responsibility for maintaining a Participant Register.