Common use of Lender Participations Clause in Contracts

Lender Participations. (a) Although any Lender may grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer by novation its rights and obligations or assign its rights under all or any portion of its Commitments hereunder except as provided in Sections 2.12 and 13.01) and the participant shall not constitute a “Lender” hereunder; and (b) no Lender shall grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (x) extend the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitments shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (y) consent to the assignment by the Borrower of any of its rights, or transfer by the Borrower of any of its rights and obligations, under this Agreement or (z) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation.

Lender Participations. A Lender, may, at its sole cost and expense and in accordance with applicable law, at any time sell to one or more entities (a“Participants”) Although (other than a Disqualified Institution) participating interests in this Agreement and the other Transaction Documents, its Commitment (if any), its Loan, and any other interest of such Lender may grant participations in its rights hereunderhereunder or thereunder; provided, that any such participation shall require (i) the prior written consent of the Administrative Agent, and (ii) the satisfaction of “know your customer” requirements of the Administrative Agent; provided, further, that no such consent of the Administrative Agent shall be required so long as the agreement or instrument pursuant to which a Lender sells such a participation provides that such Lender shall remain a “Lender” for all purposes hereunder retain the sole right (and may not transfer by novation its rights and obligations or assign the applicable Participant shall have no such rights) (A) to enforce its rights under all or this Agreement and any portion of its Commitments hereunder except as provided in Sections 2.12 other Transaction Document and 13.01(B) and the participant shall not constitute a “Lender” hereunder; and (b) no Lender shall grant any participation under which the participant shall have rights to approve any amendment to amendment, modification or waiver of any provision of this Agreement or any other Credit Document Transaction Document. In connection with any such participation, such Lender shall have the right, in its sole discretion, to credit tranche the Loans; provided that, subject to Section 7.03 (with respect to any securitization), neither the Borrower nor any other LC Group Member shall be required to take any action in connection therewith. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the Borrower shall remain unchanged, such Lender shall remain solely responsible for the performance thereof and the Borrower shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Transaction Documents. The Borrower hereby agrees that if amounts outstanding under this Agreement are due or 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 deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement and the other Transaction Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement and the other Transaction Documents; provided, that such Participant shall only be entitled to such right of set off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with such Lender the proceeds thereof. The Borrower also each hereby agrees that each Participant shall be entitled to the benefits of Sections 2.07, 2.08, and 9.06 with respect to its participation in the Loans outstanding from time to time (subject to the requirements and limitations set forth therein); provided, that such Lender and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than such Lender would have been entitled to receive had no such transfer occurred. Each Lender that sells a participating interest in any Loan or other interest to a Participant shall, as agent of the Borrower solely for the purpose of this Section 9.03, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan or other Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitment, Loans, or other Obligations) to any Person except to the extent that such amendment or waiver would (xdisclosure is necessary to establish that such foregoing is in registered form under Section 5f.103-1(c) extend of the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction United States Treasury Regulations. The entries in the rate 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 interest such participation for all purposes of this clause (x)) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that a waiver of Agreement notwithstanding any Default or Event of Default or of a mandatory reduction in the Total Commitments shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (y) consent notice to the assignment by contrary. For the Borrower avoidance of any of doubt, no Agent (in its rights, or transfer by the Borrower of any of its rights and obligations, under this Agreement or (zcapacity as an Agent) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or responsibility for maintaining any of the other Credit Documents (the participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participationParticipant Register.

Lender Participations. (a) Although any Lender may grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer by novation its rights and obligations or assign its rights under all or any portion of its Commitments hereunder except as provided in Sections 2.12 2.11 and 13.01) and the participant shall not constitute a “Lender” hereunder; and (b) no Lender shall grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (x) extend the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitments Commitment shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (y) consent to the assignment by the Borrower of any of its rights, or transfer by the Borrower of any of its rights and obligations, under this Agreement or (z) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation.

Lender Participations. (a) Although any Each Lender may grant sell participations in its rights hereunderto one or more parties (each, such Lender shall remain a “Lender” for Participant”) in or to all purposes hereunder (and may not transfer by novation or a portion of its rights and obligations or assign its rights under all or any portion of its Commitments hereunder except as provided in Sections 2.12 and 13.01) this Agreement, the Notes and the participant other Loan Documents. Notwithstanding a Lender’s sale of a participation interest, such Lender’s obligations hereunder shall not constitute a “remain unchanged. Borrower, Agent, and the other Lenders shall continue to deal solely and directly with such Lender” hereunder; and (b) no . No Lender shall grant any participation under which Participant the participant shall have rights right to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (xi) extend increase the final scheduled maturity Commitment of the Lender from which the Participant purchased its participation interest; (ii) reduce the principal of, or rate or amount of interest on, the Loans subject to such participation interest; or (iii) postpone any date fixed for any payment of principal of, or interest on, the Loans subject to such participation interest. To the extent permitted by applicable law, each Participant shall also be entitled to the benefits of Section 4.10 and 12.4 as if it were a Lender, provided that such Participant agrees to be subject to the last sentence of Section 2.9(b) as if it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans or its other obligations under any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (Document) to any Person except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in this Agreement shall not constitute a reduction registered form under Section 5f.103-1(c) or Proposed Section 1.163-5(b) of the U.S. Treasury Regulations (or, in each case, any amended or successor version). The entries in the rate 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 interest such participation for all purposes of this clause (x)) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that a waiver of Agreement notwithstanding any Default or Event of Default or of a mandatory reduction in the Total Commitments shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (y) consent notice to the assignment by contrary. For the Borrower avoidance of any of its rights, or transfer by the Borrower of any of its rights and obligations, under this Agreement or (z) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing the Loans hereunder in which such participant is participating. In the case of any such participationdoubt, the participant Agent (in its capacity as Agent) shall not have any rights under this Agreement or any of the other Credit Documents (the participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participationno responsibility for maintaining a Participant Register.

Lender Participations. (a) Although any Lender may grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer by novation its rights and obligations or assign its rights under all or any portion of its Commitments hereunder except as provided in Sections 2.12 and 13.01) and the participant shall not constitute a “Lender” hereunder; and; (b) no Lender shall grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (x) extend the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitments shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (y) consent to the assignment by the Borrower of any of its rights, or transfer by the Borrower of any of its rights and obligations, under this Agreement or (z) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation; and (c) Where the Borrower notifies the Lenders that a Participant Register is required by the Borrower, each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under the Credit Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant's interest in any commitments, loans, letters of credit or its other obligations under any Credit Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Facility Agent (in its capacity as Facility Agent) shall have no responsibility for maintaining a Participant Register.

Lender Participations. (a) Although any Lender may grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer by novation its rights and obligations or assign its rights under all or any portion of its Commitments hereunder except as provided in Sections 2.12 2.11 and 13.01) and the participant shall not constitute a “Lender” hereunder; and (b) no Lender shall grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (x) extend the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitments shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (y) consent to the assignment by the Borrower of any of its rights, or transfer by the Borrower of any of its rights and obligations, under this Agreement or (z) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation.

Lender Participations. (ai) Although By the issuance of a Revolving Letter of Credit (or an amendment to a Revolving Letter of Credit increasing the amount thereof) and without any Lender may grant participations in its rights hereunderfurther action on the part of the applicable Issuing Bank or the Revolving Lenders, such Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender shall remain hereby acquires from such Issuing Bank, a “participation in such Revolving Letter of Credit equal to such Revolving Lender” ’s Facility Percentage of the aggregate amount available to be drawn under such Revolving Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent in Dollars, for all purposes hereunder (and may the account of the applicable Issuing Bank, such Revolving Lender’s Facility Percentage of each Revolving L/C Disbursement made by such Issuing Bank not transfer reimbursed by novation its rights and obligations or assign its rights under all or any portion of its Commitments hereunder except the Borrower on the date due as provided in Sections 2.12 paragraph (e) of this Section 2.05, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and 13.01) agrees that its obligation to acquire participations pursuant to this paragraph in respect of Revolving Letters of Credit is absolute and the participant unconditional and shall not constitute a “Lender” hereunder; and (b) no Lender shall grant be affected by any participation under which the participant shall have rights to approve circumstance whatsoever, including any amendment to amendment, renewal or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (x) extend the final scheduled maturity extension of any Loan in which such participant is participating, Revolving Letter of Credit or reduce the rate occurrence and continuation of a Default or extend the time of payment of interest reduction or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) or reduce the principal amount thereof, or increase the amount termination of the participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitments shall not constitute a change in the terms of such participationRevolving Commitments, and that an increase in any Commitment or Loan each such payment shall be permitted made without any offset, abatement, withholding or reduction whatsoever. (ii) By the consent issuance of a DSR Letter of Credit (or an amendment to a DSR Letter of Credit increasing the amount thereof) and without any participant if further action on the participantpart of the applicable Issuing Bank or the DSR Lenders of such Tranche, such Issuing Bank hereby grants to each DSR Lender of such Tranche, and each DSR Lender of such Tranche hereby acquires from such Issuing Bank, a participation in such DSR Letter of Credit equal to such DSR Lender’s participation is not increased as a result thereof)Facility Percentage of the aggregate amount available to be drawn under such DSR Letter of Credit. In consideration and in furtherance of the foregoing, (y) consent each DSR Lender hereby absolutely and unconditionally agrees to pay to the assignment Administrative Agent in Dollars, for the account of the applicable Issuing Bank, such DSR Lender’s Facility Percentage of each DSR L/C Disbursement made by such Issuing Bank not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.05, or of any of its rights, or transfer by reimbursement payment required to be refunded to the Borrower of for any of reason. Each DSR Lender acknowledges and agrees that its rights and obligations, under obligation to acquire participations pursuant to this Agreement or (z) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant’s rights against such Lender paragraph in respect of such participation to DSR Letters of Credit is absolute and unconditional and shall not be those set forth in affected by any circumstance whatsoever, including any amendment, renewal or extension of any DSR Letter of Credit or the agreement executed by such Lender in favor occurrence and continuation of a Default or reduction or termination of the participant relating thereto) DSR Commitments, and all amounts payable by the Borrower hereunder that each such payment shall be determined as if such Lender had not sold such participationmade without any offset, abatement, withholding or reduction whatsoever.

Lender Participations. (a) Although any Lender may grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer by novation its rights and obligations or assign its rights under all or any portion of its Commitments hereunder except as provided in Sections 2.12 and 13.01) and the participant shall not constitute a “Lender” hereunder; and (b) no Lender shall grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (x) extend the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitments shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (y) consent to the assignment by the Borrower of any of its rights, or transfer by the Borrower of any of its rights and obligations, under this Agreement or (z) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender Xxxxxx in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation.

Lender Participations. (a) Although any Each Lender may grant sell participations in its rights hereunderto one or more parties (each, such Lender shall remain a “Lender” for Participant”) in or to all purposes hereunder (and may not transfer by novation or a portion of its rights and obligations or assign its rights under all or any portion of its Commitments hereunder except as provided in Sections 2.12 and 13.01) this Agreement, the Notes and the participant other Loan Documents. Notwithstanding a Xxxxxx’s sale of a participation interest, such Xxxxxx’s obligations hereunder shall not constitute a “remain unchanged. Borrower, Agent, and the other Lenders shall continue to deal solely and directly with such Lender” hereunder; and (b) no . No Lender shall grant any participation under which Participant the participant shall have rights right to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (xi) extend increase the final scheduled maturity Commitment of the Lender from which the Participant purchased its participation interest; (ii) reduce the principal of, or rate or amount of interest on, the Loans subject to such participation interest; or (iii) postpone any date fixed for any payment of principal of, or interest on, the Loans subject to such participation interest. To the extent permitted by applicable law, each Participant shall also be entitled to the benefits of Section 4.10 and 12.4 as if it were a Lender, provided that such Participant agrees to be subject to the last sentence of Section 2.9(b) as if it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans or its other obligations under any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (Document) to any Person except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in this Agreement shall not constitute a reduction registered form under Section 5f.103-1(c) or Proposed Section 1.163-5(b) of the U.S. Treasury Regulations (or, in each case, any amended or successor version). The entries in the rate 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 interest such participation for all purposes of this clause (x)) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that a waiver of Agreement notwithstanding any Default or Event of Default or of a mandatory reduction in the Total Commitments shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (y) consent notice to the assignment by contrary. For the Borrower avoidance of any of its rights, or transfer by the Borrower of any of its rights and obligations, under this Agreement or (z) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing the Loans hereunder in which such participant is participating. In the case of any such participationdoubt, the participant Agent (in its capacity as Agent) shall not have any rights under this Agreement or any of the other Credit Documents (the participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participationno responsibility for maintaining a Participant Register.

Lender Participations. (a) Although any Each Lender may grant sell participations in its rights hereunderto one or more parties (each, such Lender shall remain a “Lender” for Participant”) in or to all purposes hereunder (and may not transfer by novation or a portion of its rights and obligations or assign its rights under all or any portion of its Commitments hereunder except as provided in Sections 2.12 and 13.01) this Agreement, the Notes and the participant other Loan Documents. Notwithstanding a Xxxxxx’s sale of a participation interest, such Xxxxxx’s obligations hereunder shall not constitute a “remain unchanged. Borrowers, Agent, and the other Lenders shall continue to deal solely and directly with such Lender” hereunder; and (b) no . No Lender shall grant any participation under which Participant the participant shall have rights right to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (xi) extend the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) or reduce the principal amount thereofof, or increase the rate or amount of interest on or the participant’s Loans subject to such participation over interest; or (ii) postpone any date fixed for any payment of principal of, or interest on or the amount thereof then in effect Loans subject to such participation interest. To the extent permitted by applicable law, each Participant shall also be entitled to the benefits of Section 4.9, Section 4.10 and Section 12.4 subject to the requirements and limitations therein, including the requirements under Section 4.10(g) (it being understood that the documentation required under Section 4.10(g) shall be delivered to the participating Lender) as if it were a waiver Lender that acquired its interest by assignment, provided that such Participant (A) agrees to be subject to Section 2.10 and the last sentence of Section 2.9(a) as if it were a Lender and (B) shall not be entitled to receive any Default greater payment under Section 4.9 or Event Section 4.10, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Default or the Borrowers, maintain a register on which it enters the name and address of a mandatory reduction each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Total Commitments shall not constitute a change in Loans or other obligations under the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (y) consent to the assignment by the Borrower of any of its rights, or transfer by the Borrower of any of its rights and obligations, under this Agreement or (z) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant“Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s rights against interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1 (c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in respect the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to be those set forth the contrary. For the avoidance of doubt, the Agent (in the agreement executed by such Lender in favor of the participant relating theretoits capacity as Agent) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participationhave no responsibility for maintaining a Participant Register.

Lender Participations. (a) Although any Each Lender may grant sell participations in its rights hereunderto one or more parties (each, such Lender shall remain a “Lender” for Participant”) in or to all purposes hereunder (and may not transfer by novation or a portion of its rights and obligations or assign its rights under all or any portion of its Commitments hereunder except as provided in Sections 2.12 and 13.01) this Agreement, the Notes and the participant other Loan Documents. Notwithstanding a Xxxxxx’s sale of a participation interest, such Xxxxxx’s obligations hereunder shall not constitute a “remain unchanged. The Borrowers, the Agent, and the other Lenders shall continue to deal solely and directly with such Lender” hereunder; and (b) no . No Lender shall grant any participation under which Participant the participant shall have rights right to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (xi) extend increase the final scheduled maturity Commitment of any Loan in the Lender from which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon Participant purchased its participation interest; (except (mii) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) or reduce the principal amount thereofof, or increase the rate or amount of interest on, the participant’s Loans or participations in Letters of Credit subject to such participation over interest; or (iii) postpone any date fixed for any payment of principal of, or interest on, the amount thereof then Loans or participations in effect Letters of Credit subject to such participation interest. To the extent permitted by applicable law, each Participant shall also be entitled to the benefits of Section 4.10, 4.11 (subject to the requirements and limitations therein, including the requirements under Section 4.11(g) (it being understood that the documentation required under Section 4.11(g) shall be delivered to the participating Lender)) and 12.4 as if it were a waiver Lender, provided that such Participant agrees to be subject to the last sentence of any Default or Event Section 2.9(b) as if it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Default or each Borrower, maintain a register on which it enters the name and address of a mandatory reduction each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Total Commitments shall not constitute a change in Loans or other obligations under the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (y) consent to the assignment by the Borrower of any of its rights, or transfer by the Borrower of any of its rights and obligations, under this Agreement or (z) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant“Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s rights against interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under the Code including Section 5f.103-1(c) of the U.S. Treasury Regulations (or its successor). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in respect the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to be those set forth the contrary. For the avoidance of doubt, the Agent (in its capacity as the agreement executed by such Lender in favor of the participant relating theretoAgent) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participationhave no responsibility for maintaining a Participant Register.

Lender Participations. (a) Although any Lender may grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer by novation its rights and obligations or assign its rights under all or any portion of its Commitments hereunder except as provided in Sections 2.12 and 13.01) and the participant shall not constitute a “Lender” hereunder; and (b) no Lender shall grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (x) extend the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitments shall not constitute a change in the terms of such participation, and that ​ ​ -105- ​ ​ ​ an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (y) consent to the assignment by the Borrower of any of its rights, or transfer by the Borrower of any of its rights and obligations, under this Agreement or (z) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender Xxxxxx in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation.

Lender Participations. (a) Although any Each Lender may grant sell participations in its rights hereunderto one or more parties (each, such Lender shall remain a “Lender” for Participant”) in or to all purposes hereunder (and may not transfer by novation or a portion of its rights and obligations or assign its rights under all or any portion of its Commitments hereunder except as provided in Sections 2.12 and 13.01) this Agreement, the Notes and the participant other Loan Documents. Notwithstanding a Lender’s sale of a participation interest, such Lender’s obligations hereunder shall not constitute a “remain unchanged. The Borrowers, the Agent, and the other Lenders shall continue to deal solely and directly with such Lender” hereunder; and (b) no . No Lender shall grant any participation under which Participant the participant shall have rights right to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (xi) extend increase the final scheduled maturity Commitment of the Lender from which the Participant purchased its participation interest; (ii) reduce the principal of, or rate or amount of interest on, the Loans or participations in Letters of Credit subject to such participation interest; or (iii) postpone any date fixed for any payment of principal of, or interest on, the Loans or participations in Letters of Credit subject to such participation interest. To the extent permitted by applicable law, each Participant shall also be entitled to the benefits of Sections 4.10, 4.11 and 12.04 as if it were a Lender, provided that such Participant shall be subject to Section 4.11 and the last sentence of Section 2.09(b) as if it were a Lender (provided that any documentation required pursuant to Section 4.11(g) shall be required solely to the applicable participating Lender). Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any commitments, loans, letters of credit or its other obligations under any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (Document) to any Person except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in this Agreement shall not constitute a reduction registered form under Section 5f.103-1(c) of the U.S. Treasury Regulations. The entries in the rate 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 interest such participation for all purposes of this clause Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Agent (x)in its capacity as Agent) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that shall have no responsibility for maintaining a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitments Participant Register. A Participant shall not constitute a change in be entitled to receive any greater payment under Section 4.11 than the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (y) consent applicable Lender would have been entitled to receive with respect to the assignment by participation sold to such Participant, except to the Borrower of any of its rights, or transfer by extent such greater entitlement results from a Change in Law after the Borrower of any of its rights and obligations, under this Agreement or (z) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participationoccurs.

Lender Participations. A Lender, may, at its sole cost and expense and in accordance with applicable law, at any time sell to one or more entities other than any entity that is a Disqualified Institution (a“Participants”) Although participating interests in this Agreement and the other Transaction Documents, its Commitment (if any), its Loan, and any other interest of such Lender may grant participations in its rights hereunderhereunder or thereunder; provided, that any such participation shall require (i) the prior written consent of the Administrative Agent, and (ii) the satisfaction of “know your customer” requirements of the Administrative Agent; provided, further, that no such consent of the Administrative Agent shall be required so long as the agreement or instrument pursuant to which a Lender sells such a participation provides that such Lender shall remain a “Lender” for all purposes hereunder retain the sole right (and may not transfer by novation its rights and obligations or assign the applicable Participant shall have no such rights) (A) to enforce its rights under all or this Agreement and any portion of its Commitments hereunder except as provided in Sections 2.12 other Transaction Document and 13.01(B) and the participant shall not constitute a “Lender” hereunder; and (b) no Lender shall grant any participation under which the participant shall have rights to approve any amendment to amendment, modification or waiver of any provision of this Agreement or any other Credit Document Transaction Document. In connection with any such participation, such Lender shall have the right, in its sole discretion, to credit tranche the Loans; provided that, neither the Borrower nor GreenSky shall be required to take any action in connection therewith. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the Borrower shall remain unchanged, such Lender shall remain solely responsible for the performance thereof and the Borrower shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Transaction Documents. The Borrower hereby agrees that if amounts outstanding under this Agreement are due or 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 deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement and the other Transaction Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement and the other Transaction Documents; provided, that such Participant shall only be entitled to such right of set off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with such Lender the proceeds thereof. The Borrower also each hereby agrees that each Participant shall be entitled to the benefits of Sections 2.07 and 2.08 with respect to its participation in the Loans outstanding from time to time (subject to the requirements and limitations set forth therein); provided, that such Lender and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than such Lender would have been entitled to receive had no such transfer occurred. Each Lender that sells a participating interest in any Loan or other interest to a Participant shall, as agent of the Borrower solely for the purpose of this Section 10.03, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan or other Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitment, Loans, or other Obligations) to any Person except to the extent that such amendment or waiver would (xdisclosure is necessary to establish that such foregoing is in registered form under Section 5f.103-1(c) extend of the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction United States Treasury Regulations. The entries in the rate 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 interest such participation for all purposes of this clause (x)) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that a waiver of Agreement notwithstanding any Default or Event of Default or of a mandatory reduction in the Total Commitments shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (y) consent notice to the assignment by contrary. For the Borrower avoidance of any of doubt, no Agent (in its rights, or transfer by the Borrower of any of its rights and obligations, under this Agreement or (zcapacity as an Agent) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or responsibility for maintaining any of the other Credit Documents (the participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participationParticipant Register.

Lender Participations. (a) Although any Lender may grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer by novation its rights and obligations or assign its rights under all or any portion of its Commitments hereunder except as provided in Sections 2.12 and 13.01) and the participant shall not constitute a “Lender” hereunder; and; (b) no Lender shall grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (x) extend the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitments shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (y) consent to the assignment by the Borrower of any of its rights, or transfer by the Borrower of any of its rights and obligations, under this Agreement or (z) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation.; and

Lender Participations. (a) Although any Each Lender may grant sell participations in its rights hereunderto one or more parties (each, such Lender shall remain a “Lender” for Participant”) in or to all purposes hereunder (and may not transfer by novation or a portion of its rights and obligations or assign its rights under all or any portion of its Commitments hereunder except as provided in Sections 2.12 and 13.01) this Agreement, the Notes and the participant other Loan Documents. Notwithstanding a Lender’s sale of a participation interest, such Lender’s obligations hereunder shall not constitute a “remain unchanged. The Borrowers, the Agent, and the other Lenders shall continue to deal solely and directly with such Lender” hereunder; and (b) no . No Lender shall grant any participation under which Participant the participant shall have rights right to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (xi) extend increase the final scheduled maturity Commitment of any Loan in the Lender from which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon Participant purchased its participation interest; (except (mii) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) or reduce the principal amount thereofof, or increase the rate or amount of interest on, the participant’s Loans or participations in Letters of Credit subject to such participation over interest; or (iii) postpone any date fixed for any payment of principal of, or interest on, the amount thereof then Loans or participations in effect Letters of Credit subject to such participation interest. To the extent permitted by applicable law, each Participant shall also be entitled to the benefits of Section 4.10, 4.11 (subject to the requirements and limitations therein, including the requirements under Section 4.11(g) (it being understood that the documentation required under Section 4.11(g) shall be delivered to the participating Lender)) and 12.4 as if it were a waiver Lender, provided that such Participant agrees to be subject to the last sentence of any Default or Event Section 2.9(b) as if it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Default or each Borrower, maintain a register on which it enters the name and address of a mandatory reduction each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Total Commitments shall not constitute a change in Loans or other obligations under the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (y) consent to the assignment by the Borrower of any of its rights, or transfer by the Borrower of any of its rights and obligations, under this Agreement or (z) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant“Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s rights against interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under the Code including Section 5f.103-1(c) of the U.S. Treasury Regulations (or its successor). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in respect the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to be those set forth the contrary. For the avoidance of doubt, the Agent (in its capacity as the agreement executed by such Lender in favor of the participant relating theretoAgent) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participationhave no responsibility for maintaining a Participant Register.

Lender Participations. (a) Although any Each Lender may grant sell participations in its rights hereunderto one or more parties (each, such Lender shall remain a “Lender” for Participant”) in or to all purposes hereunder (and may not transfer by novation or a portion of its rights and obligations or assign its rights under all or any portion of its Commitments hereunder except as provided in Sections 2.12 and 13.01) this Agreement, the Notes and the participant other Loan Documents. Notwithstanding a Lender’s sale of a participation interest, such Lender’s obligations hereunder shall not constitute a “remain unchanged. Borrower, Agent, and the other Lenders shall continue to deal solely and directly with such Lender” hereunder; and (b) no . No Lender shall grant any participation under which Participant the participant shall have rights right to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (xi) extend increase the final scheduled maturity Commitment of the Lender from which the Participant purchased its participation interest; (ii) reduce the principal of, or rate or amount of interest on, the Loans subject to such participation interest; or (iii) postpone any date fixed for any payment of principal of, or interest on, the Loans subject to such participation interest. To the extent permitted by applicable law, each Participant shall also be entitled to the benefits of Section 4.10 and 12.4 as if it were a Lender, provided that such Participant agrees to be subject to the last sentence of Section 2.9(b) as if it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans or its other obligations under any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (Document) to any Person except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in this Agreement shall not constitute a reduction registered form under Section 5f.103-1(c) or Proposed Section 1.163-5(b) of the U.S. Treasury Regulations (or, in each case, any amended or successor version). The entries in the rate 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 interest such participation for all purposes of this clause (x)) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that a waiver of Agreement notwithstanding any Default or Event of Default or of a mandatory reduction in the Total Commitments shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (y) consent notice to the assignment by the Borrower of any of its rights, or transfer by the Borrower of any of its rights and obligations, under this Agreement or (z) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation.the

Lender Participations. (a) Although any Each Lender may grant sell participations in its rights hereunderto one or more parties (each, such Lender shall remain a “Lender” for Participant”) in or to all purposes hereunder (and may not transfer by novation or a portion of its rights and obligations or assign its rights under all or any portion of its Commitments hereunder except as provided in Sections 2.12 and 13.01) this Agreement, the Notes and the participant other Loan Documents. Notwithstanding a Xxxxxx’s sale of a participation interest, such Xxxxxx’s obligations hereunder shall not constitute a “remain unchanged. Borrower, Agent, and the other Lenders shall continue to deal solely and directly with such Lender” hereunder; and (b) no . No Lender shall grant any participation under which Participant the participant shall have rights right to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (xi) extend increase the final scheduled maturity Commitment of the Lender from which the Participant purchased its participation interest; (ii) reduce the principal of, or rate or amount of interest on, the Loans subject to such participation interest; or (iii) postpone any date fixed for any payment of principal of, or interest on, the Loans subject to such participation interest. To the extent permitted by applicable law, each Participant shall also be entitled to the benefits of Sections 4.10, 4.11 and 12.4 as if it were a Lender, provided that such Participant agrees to be subject to the last sentence of Section 2.9(b) as if it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans or its other obligations under any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (Document) to any Person except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in this Agreement shall not constitute a reduction registered form under Section 5f.103-1(c) or Proposed Section 1.163-5(b) of the U.S. Treasury Regulations (or, in each case, any amended or successor version). The entries in the rate 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 interest such participation for all purposes of this clause (x)) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that a waiver of Agreement notwithstanding any Default or Event of Default or of a mandatory reduction in the Total Commitments shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (y) consent notice to the assignment by contrary. For the Borrower avoidance of any of its rights, or transfer by the Borrower of any of its rights and obligations, under this Agreement or (z) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing the Loans hereunder in which such participant is participating. In the case of any such participationdoubt, the participant Agent (in its capacity as Agent) shall not have any rights under this Agreement or any of the other Credit Documents (the participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participationno responsibility for maintaining a Participant Register.

Lender Participations. (a) Although any Lender may grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer by novation its rights and obligations or assign its rights under all or any portion of its Commitments hereunder except as provided in Sections 2.12 and 13.01) and the participant shall not constitute a “Lender” hereunder; and; (b) no Lender shall grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (x) extend the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitments shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (y) consent to the assignment by the Borrower of any of its rights, or transfer by the Borrower of any of its rights and obligations, under this Agreement or (z) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender Lxxxxx in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender Lxxxxx had not sold such participation.; and

Lender Participations. (a) Although any Each Lender may grant sell participations in its rights hereunderto one or more parties (each, such Lender shall remain a “Lender” for Participant”) in or to all purposes hereunder (and may not transfer by novation or a portion of its rights and obligations or assign its rights under all or any portion of its Commitments hereunder except as provided in Sections 2.12 and 13.01) this Agreement, the Notes and the participant other Loan Documents. Notwithstanding a Lender’s xxxx of a participation interest, such Lender’s xxxxxations hereunder shall not constitute a “remain unchanged. Borrowers, Agent, and the other Lenders shall continue to deal solely and directly with such Lender” hereunder; and (b) no . No Lender shall grant any participation under which Participant the participant shall have rights right to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (xi) extend increase the final scheduled maturity Commitment of the Lender from which the Participant purchased its participation interest; (ii) reduce the principal of, or rate or amount of interest on, the Loans or participations in Letters of Credit subject to such participation interest; or (iii) postpone any date fixed for any payment of principal of, or interest on, the Loans or participations in Letters of Credit subject to such participation interest. To the extent permitted by applicable law, each Participant shall also be entitled to the benefits of Section 4.10, Section 4.11 and 12.4 as if it were a Lender, provided that such Participant agrees to be subject to the last sentence of Section 2.9(b) as if it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and state interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (Document) to any Person except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in this Agreement shall not constitute a reduction registered form under Section 5f.103 1(c) of the United States Treasury Regulations. The entries in the rate 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 interest such participation for all purposes of this clause (x)) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that a waiver of Agreement notwithstanding any Default or Event of Default or of a mandatory reduction in the Total Commitments shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (y) consent notice to the assignment by contrary. For the Borrower avoidance of any of its rights, or transfer by the Borrower of any of its rights and obligations, under this Agreement or (z) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing the Loans hereunder in which such participant is participating. In the case of any such participationdoubt, the participant Agent (in its capacity as Agent) shall not have any rights under this Agreement or any of the other Credit Documents (the participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participationno responsibility for maintaining a Participant Register.

Lender Participations. (a) Although any Lender may grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer by novation its rights and obligations or assign its rights under all or any portion of its Commitments hereunder except as provided in Sections 2.12 2.11 and 13.01) and the participant shall not constitute a “Lender” hereunder; and (b) no Lender shall grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (x) extend the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitments Commitment shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (y) consent to the assignment by the Borrower of any of its rights, or transfer by the Borrower of any of its rights and obligations, under this Agreement or (z) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender Xxxxxx in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation.

Lender Participations. (ai) Although any Each Lender may grant sell participations in its rights hereunderto one or more parties (each, such Lender shall remain a “Lender” for Participant”) in or to all purposes hereunder (and may not transfer by novation or a portion of its rights and obligations or assign its rights under all or any portion of its Commitments hereunder except as provided in Sections 2.12 and 13.01) this Agreement, the Notes and the participant other Loan Documents. Notwithstanding a Lxxxxx’s sale of a participation interest, such Lxxxxx’s obligations hereunder shall not constitute a “remain unchanged. Borrower, Agent, and the other Lenders shall continue to deal solely and directly with such Lender” hereunder; and (b) no . No Lender shall grant any participation under which Participant the participant shall have rights right to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (xi) extend increase the final scheduled maturity Commitment of any Loan in the Lender from which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon Participant purchased its participation interest; (except (mii) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) or reduce the principal amount thereofof, or increase the rate or amount of interest on, the participant’s participation over the amount thereof then in effect Loans; (it being understood that a waiver iii) postpone any date fixed for any payment of any Default or Event of Default or of a mandatory reduction in the Total Commitments shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (y) consent to the assignment by the Borrower of any of its rightsprincipal of, or transfer by interest on, the Borrower of any of its rights and obligations, under this Agreement Loans or (ziv) release of all or substantially all of the value of the Guarantees, or all or substantially all of the Collateral under all (other than in connection with any release of the Security Documents (except as expressly provided in relevant Guarantees or Collateral permitted by this Agreement). For the Credit Documents) securing the Loans hereunder in which such participant is participating. In the case avoidance of any such participationdoubt, the participant participants shall not have any rights under the right to vote on waivers of Defaults or Events of Default. To the extent permitted by applicable law, each Participant shall also be entitled to the benefits of Article III and Section 12.4 (subject to the requirements and limitations therein) as if it were a Lender, provided that such Participant agrees to be subject to the last sentence of Section 2.9(a) as if it were a Lender and to comply with Section 3.2(g) by providing the applicable forms to the participating Lender. (ii) Each Lender that sells a participation shall, acting solely for this Agreement or any purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other Credit obligations under the Loan Documents (the participant“Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s rights against interest in any commitments, loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form for the purposes of the Code, including under Section 5f.103-1(c) or Proposed Section 1.163-5(b) (or, in each case, any amended or successor sections) of the United States Treasury Regulations, or, in each case, its successor. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in respect the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to be those set forth the contrary. For the avoidance of doubt, the Agent (in the agreement executed by such Lender in favor of the participant relating theretoits capacity as Agent) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participationhave no responsibility for maintaining a Participant Register.

Lender Participations. (a) Although any Lender may grant participations in its rights hereunderSimultaneously with the issuance by the LC Issuer of each Physician Letter of Credit under Section 3.1 above, such each Lender shall remain a “Lender” for be deemed to have irrevocably and unconditionally purchased and received from the LC Issuer, without recourse or warranty, an undivided interest and participation in such Physician Letter of Credit (including, without limitation, all purposes hereunder (and may not transfer by novation its rights and obligations or assign its rights under all or any portion of its Commitments hereunder except as provided in Sections 2.12 and 13.01the applicable Obligor with respect thereto) and the participant any security therefor or guaranty pertaining thereto, equal to such Lender's Pro Rata Share of such Physician Letter of Credit. Each Lender severally agrees that it shall not constitute a “Lender” hereunder; and (b) no Lender shall grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except be absolutely liable, without regard to the extent such amendment or waiver would (x) extend the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that a waiver occurrence of any Default or Event of Default or any other condition precedent whatsoever, to the extent of a mandatory reduction in such Lender's Pro Rata Share, to reimburse the Total Commitments LC Issuer on demand for the amount of each draft paid by the LC Issuer under such Physician Letter of Credit to the extent that such amount is not reimbursed by the applicable Borrower. The failure of any Lender to make available to the LC Issuer its Pro Rata Share of the unreimbursed amount of any such payment shall not constitute a change in relieve any other Lender of its obligation hereunder to make available to the terms LC Issuer its Pro Rata Share of the unreimbursed amount of any payment on the date such participationpayment is to be made. The obligations of each Lender to make payments to the LC Issuer with respect to any Physician Letter of Credit and its participations therein pursuant to the provisions of this Section or otherwise and the obligations of the applicable Borrower to make payments to the LC Issuer for the account of the Lenders with respect to any Physician Letter of Credit shall be irrevocable, and that an increase in shall not be subject to any Commitment qualification or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (y) consent to the assignment by the Borrower of any of its rights, or transfer by the Borrower of any of its rights and obligations, under this Agreement or (z) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing the Loans hereunder in which such participant is participatingexception whatsoever. In the case event that any payment by the applicable Borrower received by the LC Issuer with respect to a Physician Letter of Credit and distributed by the LC Issuer to Lenders on account of their participations is thereafter set aside, avoided or recovered from the LC Issuer in connection with any receivership, liquidation, reorganization or bankruptcy proceeding, each Lender which received such participationdistribution shall, upon demand by the participant shall not have any rights under this Agreement or any LC Issuer, contribute such Lender's Pro Rata Share of the other Credit Documents (amount set aside, avoided or recovered, together with interest at the participant’s rights against such Lender in respect of such participation rate required to be those set forth paid by the LC Issuer upon the amount required to be repaid by it. Each Lender shall share, pro rata, in accordance with its participating interest, in any interest (but not in the agreement executed processing, administration and similar fees charged by such Lender in favor the LC Issuer, which fees shall be solely for the account of the participant relating theretoLC Issuer) and all amounts payable by which accrues to the Borrower hereunder shall be determined as if such Lender had not sold such participationLC Issuer pursuant to any applicable reimbursement agreement.

Lender Participations. (a) Although any Lender may grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer by novation its rights and obligations or assign its rights under all or any portion of its Commitments hereunder except as provided in Sections 2.12 and 13.01) and the participant shall not constitute a “Lender” hereunder; and (b) no Lender shall grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (x) extend the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitments shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (y) consent to the assignment by the Borrower of any of its rights, or transfer by the Borrower of any of its rights and obligations, under this Agreement or (z) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender Xxxxxx in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation.

Lender Participations. (a) Although any Lender may grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer by novation its rights and obligations or assign its rights under all or any portion of its Commitments hereunder except as provided in Sections 2.12 and 13.01) and the participant shall not constitute a “Lender” hereunder; and (b) no Lender shall grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (x) extend the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitments shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (y) consent to the assignment by the Borrower of any of its rights, or transfer by the Borrower of any of its rights and obligations, under this Agreement or (z) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender Lxxxxx in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation.

Lender Participations. (a) Although any Each Lender may grant sell participations in its rights hereunderto one or more parties (each, such Lender shall remain a “Lender” for Participant”) in or to all purposes hereunder (and may not transfer by novation or a portion of its rights and obligations or assign its rights under all or any portion of its Commitments hereunder except as provided in Sections 2.12 and 13.01) this Agreement, the Notes and the participant other Loan Documents. Notwithstanding a Xxxxxx’s sale of a participation interest, such Xxxxxx’s obligations hereunder shall not constitute a “remain unchanged. The Borrowers, the Agent, and the other Lenders shall continue to deal solely and directly with such Lender” hereunder; and (b) no . No Lender shall grant any participation under which Participant the participant shall have rights right to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (xi) extend increase the final scheduled maturity Commitment of the Lender from which the Participant purchased its participation interest; (ii) reduce the principal of, or rate or amount of interest on, the Loans or participations in Letters of Credit subject to such participation interest; or (iii) postpone any date fixed for any payment of principal of, or interest on, the Loans or participations in Letters of Credit subject to such participation interest. To the extent permitted by applicable law, each Participant shall also be entitled to the benefits of Sections 4.10, 4.11 and 12.04 as if it were a Lender, provided that such Participant shall be subject to Section 4.11 and the last sentence of Section 2.09(b) as if it were a Lender (provided that any documentation required pursuant to Section 4.11(g) shall be required solely to the applicable participating Lender). Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any commitments, loans, letters of credit or its other obligations under any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (Document) to any Person except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in this Agreement shall not constitute a reduction registered form under Section 5f.103-1(c) of the U.S. Treasury Regulations. The entries in the rate 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 interest such participation for all purposes of this clause Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Agent (x)in its capacity as Agent) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that shall have no responsibility for maintaining a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitments Participant Register. A Participant shall not constitute a change in be entitled to receive any greater payment under Section 4.11 than the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (y) consent applicable Lender would have been entitled to receive with respect to the assignment by participation sold to such Participant, except to the Borrower of any of its rights, or transfer by extent such greater entitlement results from a Change in Law after the Borrower of any of its rights and obligations, under this Agreement or (z) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participationoccurs.

Lender Participations. (a) Although Any Bank may at any Lender may time grant participations participating interests in its rights Commitment or any or all of its Loans (i) to an existing Bank or one or more banks, finance companies, insurance companies or other financial institutions in minimum amounts of not less than $5,000,000 (or any lesser amount in the case of participations to an existing Bank or in the case of participations with respect to Competitive Bid Loans only) (it being understood that no Bank may hold Commitments of which less than $10,000,000 in the aggregate is for its own account, unless its Commitments shall have been reduced to zero), provided that, except in the case of a participation to an existing Bank or an Affiliate of an existing Bank, the Borrower shall have consented to such participation, which consent shall not be unreasonably withheld or delayed (provided that, it shall in all cases be deemed “reasonable” for the Borrower to withhold its consent if the participation is to any Person other than a commercial banking institution with a credit rating for senior, unsecured, long-term indebtedness for borrowed money equal to or better than BBB- with S&P and Baa3 with Xxxxx’x) and (ii) after the occurrence and during the continuance of an Event of Default, to any Person in any amount (in each case, a “Participant”). In the event of any voting participation, the Administrative Agent shall be notified by any such Bank of any such voting participation prior to the same becoming effective. Any participation made during the continuation of an Event of Default shall not be affected by the subsequent cure of such Event of Default. In the event of any such grant by a Bank of a participating interest to a Participant, whether or not upon notice to the Borrower and the Administrative Agent, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer by novation its Bank in connection with such Bank’s rights and obligations under this Agreement. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder including, without limitation, the right to approve any amendment, modification or assign waiver of any provision of this Agreement; provided that such participation agreement may provide that such Bank will not, without the consent of the Participant, agree to any modification, amendment or waiver of this Agreement described in clause (i), (ii), (iii), (iv) or (v) of Section 9.5 that affects such Participant. The Borrower agrees that each Participant shall, to the extent provided in its rights participation agreement, be entitled to the benefits of Article VIII with respect to its participating interest to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to clause (c) of this Section 9.6 (it being understood that the documentation required under Section 8.4(f) shall be delivered to the Bank who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Section 8.4(i) and the provisions of Section 9.5 applicable to a Non-Consenting Bank as if it were an assignee under clause (c) of this Section 9.6 and (B) shall not be entitled to receive any greater payment under Sections 8.3 or 8.4, with respect to any participation, than the Bank from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Bank 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 8.4(i) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of, and subject to, Section 9.4 as though it were a Bank. An assignment or other transfer which is not permitted by subsection (c) or (d) below shall be given effect for purposes of this Agreement only to the extent of, and subject to the restrictions with respect to, a participating interest granted in accordance with this subsection (b). Each Bank that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Bank shall have any obligation to disclose all or any portion of its Commitments hereunder except as provided in Sections 2.12 and 13.01) and the participant shall not constitute a “Lender” hereunder; and Participant Register (b) no Lender shall grant including the identity of any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other Credit Document obligations under any Loan Document) to any Person except to the extent that such amendment disclosure is necessary to establish that such commitment, loan, letter of credit or waiver would (xother obligation is in registered form under Section 5f.103-1(c) extend of the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction United States Treasury Regulations. The entries in the rate Participant Register shall be conclusive absent manifest error, and such Bank shall treat each Person whose name is recorded in the Participant Register as the owner of interest such participation for all purposes of this clause (x)) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that a waiver of Agreement notwithstanding any Default or Event of Default or of a mandatory reduction in the Total Commitments shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (y) consent notice to the assignment by contrary. For the Borrower avoidance of any of its rights, or transfer by the Borrower of any of its rights and obligations, under this Agreement or (z) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing the Loans hereunder in which such participant is participating. In the case of any such participationdoubt, the participant Administrative Agent (in its capacity as Administrative Agent) shall not have any rights under this Agreement or any of the other Credit Documents (the participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participationno responsibility for maintaining a Participant Register.

Lender Participations. (a) Although any Each Lender may grant sell participations in its rights hereunderto one or more parties (each, such Lender shall remain a “Lender” for Participant”) in or to all purposes hereunder (and may not transfer by novation or a portion of its rights and obligations or assign its rights under all or any portion of its Commitments hereunder except as provided in Sections 2.12 and 13.01) this Agreement, the Notes and the participant other Loan Documents. Notwithstanding a Lender’s sale of a participation interest, such Lender’s obligations hereunder shall not constitute a “remain unchanged. Borrowers, Agent, and the other Lenders shall continue to deal solely and directly with such Lender” hereunder; and (b) no . No Lender shall grant any participation under which Participant the participant shall have rights right to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (xi) extend increase the final scheduled maturity Commitment of any Loan in the Lender from which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon Participant purchased its participation interest; (except (mii) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) or reduce the principal amount thereofof, or increase the rate or amount of interest on or the participant’s Loans subject to such participation over interest; or (iii) postpone any date fixed for any payment of principal of, or interest on or the amount thereof then in effect Loans subject to such participation interest. To the extent permitted by applicable law, each Participant shall also be entitled to the benefits of Section 4.9, Section 4.10 and Section 12.4 subject to the requirements and limitations therein, including the requirements under Section 4.10(g) (it being understood that the documentation required under Section 4.10(g) shall be delivered to the participating Lender) as if it were a waiver Lender that acquired its interest by assignment, provided that such Participant (A) agrees to be subject to Section 2.10 and the last sentence of Section 2.9(b) as if it were a Lender and (B) shall not be entitled to receive any Default greater payment under Section 4.9 or Event Section 4.10, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Default or the Borrowers, maintain a register on which it enters the name and address of a mandatory reduction each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Total Commitments shall not constitute a change in Loans or other obligations under the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (y) consent to the assignment by the Borrower of any of its rights, or transfer by the Borrower of any of its rights and obligations, under this Agreement or (z) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant“Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s rights against interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in respect the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to be those set forth the contrary. For the avoidance of doubt, the Agent (in the agreement executed by such Lender in favor of the participant relating theretoits capacity as Agent) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participationhave no responsibility for maintaining a Participant Register.

Lender Participations. (a) Although any Each Lender may grant sell participations in its rights hereunderto one or more parties (each, such Lender shall remain a “Lender” for Participant”) in or to all purposes hereunder (and may not transfer by novation or a portion of its rights and obligations or assign its rights under all or any portion of its Commitments hereunder except as provided in Sections 2.12 and 13.01) this Agreement, the Notes and the participant other Loan Documents. Notwithstanding a Xxxxxx’s sale of a participation interest, such Xxxxxx’s obligations hereunder shall not constitute a “remain unchanged. Borrowers, Agent, and the other Lenders shall continue to deal solely and directly with such Lender” hereunder; and (b) no . No Lender shall grant any participation under which Participant the participant shall have rights right to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (xi) extend increase the final scheduled maturity Commitment of any Loan in the Lender from which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon Participant purchased its participation interest; (except (mii) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) or reduce the principal amount thereofof, or increase the rate or amount of interest on or the participant’s Loans subject to such participation over interest; or (iii) postpone any date fixed for any payment of principal of, or interest on or the amount thereof then in effect Loans subject to such participation interest. To the extent permitted by applicable law, each Participant shall also be entitled to the benefits of Section 4.9, Section 4.10 and Section 12.4 subject to the requirements and limitations therein, including the requirements under Section 4.10(g) (it being understood that the documentation required under Section 4.10(g) shall be delivered to the participating Lender) as if it were a waiver Lender that acquired its interest by assignment, provided that such Participant (A) agrees to be subject to Section 2.10 and the last sentence of Section 2.9(b) as if it were a Lender and (B) shall not be entitled to receive any Default greater payment under Section 4.9 or Event Section 4.10, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Default or the Borrowers, maintain a register on which it enters the name and address of a mandatory reduction each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Total Commitments shall not constitute a change in Loans or other obligations under the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (y) consent to the assignment by the Borrower of any of its rights, or transfer by the Borrower of any of its rights and obligations, under this Agreement or (z) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant“Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s rights against interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in respect the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to be those set forth the contrary. For the avoidance of doubt, the Agent (in the agreement executed by such Lender in favor of the participant relating theretoits capacity as Agent) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participationhave no responsibility for maintaining a Participant Register.

Lender Participations. (a) Although any Lender may grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer by novation its rights and obligations or assign its rights under all or any portion of its Commitments hereunder ​ ​ except as provided in Sections 2.12 and 13.01) and the participant shall not constitute a “Lender” hereunder; and; (b) no Lender shall grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (x) extend the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitments shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (y) consent to the assignment by the Borrower of any of its rights, or transfer by the Borrower of any of its rights and obligations, under this Agreement or (z) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender Xxxxxx in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender Xxxxxx had not sold such participation; and (c) Where the Borrower notifies the Lenders that a Participant Register is required by the Borrower, each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under the Credit Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant's interest in any commitments, loans, letters of credit or its other obligations under any Credit Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Facility Agent (in its capacity as Facility Agent) shall have no responsibility for maintaining a Participant Register.