Common use of Limitations upon Participant Rights Clause in Contracts

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Holdings’ prior written consent or 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. A Participant that would be a Foreign Lender if it were a Lender shall be entitled to the benefits of Section 3.01 if Holdings is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 3.01(e) as though it were a Lender (provided that all forms required under Section 3.01(e) shall instead be delivered to the applicable Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 Sections 2.19 or 3.04 2.20 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Holdings’ prior written consent or (except to the extent such entitlement to receive a greater payment results from a change Change in law Law that occurs after the Participant acquired the applicable participation) unless the sale of the participation to such Participant is made with the Borrowers’ prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 if Holdings is 2.20 unless the Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 3.01(e) 2.20 as though it were a Lender (provided that all forms required under Section 3.01(e) shall instead be delivered to the applicable Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 8.4 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless . A Participant shall not be entitled to receive any greater payment under Section 10.1(a) or Section 10.4 than the sale of applicable Lender would have been entitled to receive with respect to the participation sold to such Participant is made with Holdings’ prior written consent or except to the extent such entitlement to receive a greater payment results from a change in law that occurs after the Participant acquired the applicable participationParticipant. A Participant that would be is not a Foreign Lender if it were a Lender United States person (as such term is defined in Section 7701(a)(30) of the Code) shall not be entitled to the benefits of Section 3.01 if Holdings 10.1(a) or Section 10.4 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply complies with Section 3.01(e10.1(c) and (d) as though it were a Lender (provided that all forms required under Section 3.01(e) shall instead be delivered to the applicable Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 2.14 or 3.04 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Holdings’ the Borrower’s prior written consent or except to the extent such entitlement to receive a greater payment results from a change Change in law that occurs Law after the Participant acquired the applicable sale of such participation. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 if Holdings 2.16 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersBorrower, to comply with Section 3.01(e) 2.16 as though it were a Lender (provided that all forms required under Section 3.01(e) shall instead be delivered to the applicable Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 2.14 and Section 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Holdingsthe Borrowers’ prior written consent or except to the extent after disclosure of such entitlement to receive a greater payment results from a change in law that occurs after the Participant acquired the applicable participationpayments. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 if Holdings is 2.16 unless the Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 3.01(e2.16(e) as though it were a Lender (provided that all forms required under Section 3.01(e) and any such Participant shall instead be delivered deemed to be a Lender for the applicable Lender)purposes of the definition of Excluded Taxes.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Holdings’ the Company’s prior written consent or consent, except to the extent such entitlement to receive a greater payment results from a change Change in law Law that occurs after the Participant acquired the applicable participation. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 if Holdings unless the Company is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 3.01(e3.01(g) as though it were a Lender (provided that all forms required under Section 3.01(e) shall instead be delivered to the applicable Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless (A) the sale of the participation to such Participant is made with Holdingsthe Borrowers’ prior written consent or except to the extent (B) such entitlement to receive a greater payment results from a change Change in law Law that occurs after the Participant acquired the applicable participationParticipation and such Participant shall have otherwise complied with Section 3.01(e). A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 if Holdings is unless the Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 3.01(e) as though it were a Lender (provided that all forms required under Section 3.01(e) shall instead be delivered to the applicable Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 Sections 5.8 [Increased Costs], 5.9 [Taxes] or 3.04 11.3 [Expenses; Indemnity; Damage Waiver] than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Holdings’ the Borrower’s prior written consent or 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 participationconsent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 if Holdings 5.9 [Taxes] unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersBorrower, to comply with Section 3.01(e) 5.9.5 [Status of Lenders; Refunds] as though it were a Lender (provided that all forms required under Section 3.01(e) shall instead be delivered to the applicable Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless unless, (A) the sale of the participation to such Participant is made with Holdings’ the Borrower’s prior written consent or except to the extent (B) such entitlement to receive a greater payment results from a change Change in law Law that occurs after the Participant acquired the applicable participationParticipation. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 if Holdings unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersBorrower, to comply with Section 3.01(e) as though it were a Lender (provided that all forms required under Section 3.01(e) shall instead be delivered to the applicable Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Holdings’ the Borrower Representative’s prior written consent or except and such Participant shall in any event be subject to replacement pursuant to Section 12.15 in the extent event it exercises such entitlement to receive a greater payment results from a change in law that occurs after the Participant acquired the applicable participationrights. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 if Holdings unless the Borrower Representative is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 3.01(e) 3.01 as though it were a Lender (provided that all forms required under Section 3.01(e) shall instead be delivered to the applicable Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 2.12 or 3.04 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless (i) the sale of the participation to such Participant is made with Holdings’ the relevant Borrower’s or the relevant Borrower’s prior written consent or except to the extent (ii) such entitlement to receive a greater payment results from a change Change in law Law made subsequent to the Closing Date that occurs after the Participant acquired the applicable participation. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 if Holdings 2.14 unless the relevant Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowerssuch Borrower, to comply with Section 3.01(e2.14(f) as though it were a Lender (provided that all forms required under Section 3.01(e) shall instead be delivered to the applicable Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 2.13 or 3.04 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Holdings’ the Borrower’s prior written consent or 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 participationconsent. A Participant that would be a Foreign foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 if Holdings 2.13 unless the Borrower is notified of the participation sold to such Participant and the Borrower is provided with evidence satisfactory to the Borrower that such Participant agreeshas agreed, for the benefit of the BorrowersBorrower, to comply with Section 3.01(e) Sections 2.15, 2.16 and 2.17 to the same extent as though if it were a Lender and had acquired its interest pursuant to subsection (provided that all forms required under Section 3.01(eb) shall instead be delivered to the applicable Lender)of this Section.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 Sections 2.20 and 2.22 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Holdings’ the Borrower’s prior written consent or 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 participationconsent. A Participant that would be is not incorporated under the laws of the United States of America or a Foreign Lender if it were a Lender state thereof shall not be entitled to the benefits of Section 3.01 if Holdings 2.22 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersBorrower, to comply with Section 3.01(e2.22(b) as though it were a Lender (provided that all forms required under Section 3.01(e) shall instead be delivered to the applicable Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than 4.09 that the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. to such Participant is made with Holdings’ the Borrower’s prior written consent or 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 participationconsent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 if Holdings 4.09 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersBorrower, to comply with Section 3.01(e) 4.09 and 4.10 as though it were a Lender (provided that all forms required under Section 3.01(e) shall instead be delivered to the applicable Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 Subsections 1.11, 1.13 and 1.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Holdings’ the Borrower’s prior written consent or except and after disclosure in writing of such greater payment to the extent such entitlement Participant has knowledge of the circumstances giving rise to receive a such greater payment results from a change in law that occurs after at the Participant acquired the applicable participationtime of such sale. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 if Holdings Subsection 1.13 unless Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersBorrower, to comply with Section 3.01(eSubsection 1.13(B) as though it were a Lender (provided that all forms required under Section 3.01(e) shall instead be delivered to the applicable Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 3.04, with respect to any participation, than the Lender from whom it acquired the applicable Lender participation would have been entitled to receive with respect to the participation sold to such Participantreceive, unless the sale of the participation to such Participant is made with Holdings’ prior written consent or except to the extent such entitlement to receive a greater payment results from a change Change in law Law that occurs after the Participant acquired the applicable participationparticipation or unless the sale of the participation to such Participant is made with the Parent Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 if Holdings unless the Parent Borrower is notified of the participation Participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersParent Borrower, to comply with Section 3.01(e) as though it were a Lender (provided that all forms required under Section 3.01(e) shall instead be delivered to the applicable Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 Sections 2.11 and 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Holdings’ the Borrower’s prior written consent or except consent; provided that the Participant shall be subject to the extent such entitlement to receive a greater payment results from a change in law that occurs after the Participant acquired the applicable participationprovisions of Sections 2.15 and 2.19. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 if Holdings 2.14 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersBorrower, to comply with Section 3.01(e2.14(e) as though it were a Lender (provided that all forms required under Section 3.01(e) shall instead be delivered to the applicable Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Holdings’ the Lead Borrower’s prior written consent or except consent, and a Participant shall have no right to enforce any rights of Lender under this Agreement without the extent such entitlement to receive a greater payment results from a change in law that occurs after the Participant acquired the applicable participationBorrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 if Holdings unless the Lead Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersLoan Parties, to comply with Section 3.01(e) as though it were a Lender (provided that all forms required under Section 3.01(e) shall instead be delivered to the applicable Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 subsection 2.9 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Holdingsthe Borrowers’ prior written consent or except to consent. Without limiting the extent such entitlement to receive generality of the foregoing, a greater payment results from a change in law that occurs after the Participant acquired the applicable participation. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 if Holdings is subsection 2.9E unless the Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 3.01(esubsection 2.9E(v) as though it were a Lender (provided that all forms required under Section 3.01(e) shall instead be delivered to the applicable Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 Sections 2.8, 2.3.15, 2.6.1 or 3.04 2.6.2 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Holdings’ the Borrower’s prior written consent or except to consent, provided in no instance shall the extent such entitlement to receive Borrower’s Obligations be increased as a greater payment results from a change in law that occurs after the Participant acquired the applicable participationresult thereof. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 if Holdings 2.8 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply complies with Section 3.01(e) 2.8.5 as though it were a Lender (provided it being understood that all forms the documentation required under Section 3.01(e) 2.8.5 shall instead be delivered to the applicable participating Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment from the Borrower under Section 3.01 2.08 or 3.04 2.09 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, and the Borrower shall have no obligations to make greater aggregate payments under Sections 2.08 and 2.09 to or for the account of the applicable Lender and the Participant following the grant of such Participation unless the sale of the participation to such Participant is made with Holdings’ the Borrower’s prior written consent or 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 participationconsent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 if Holdings 2.08 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersBorrower, to comply with Section 3.01(e) 2.08 as though it were a Lender (provided that all forms required under Section 3.01(e) shall instead be delivered to the applicable Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 Sections 2.17 or 3.04 2.18 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Holdings’ prior written consent or (except to the extent such entitlement to receive a greater payment results from a change Change in law Law that occurs after the Participant acquired the applicable participation), unless the sale of the participation to such Participant is made with the Company’s prior written consent. A No Participant that would be a Foreign Lender if it were a Lender shall be entitled to the benefits of Section 3.01 if Holdings 2.17 unless the Company is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 3.01(e) 2.17 as though it were a Lender (provided it being understood that all forms the documentation required under Section 3.01(e2.17(g) shall instead be delivered to the applicable participating Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Holdings’ the Borrower’s prior written consent or except consent, and a Participant shall have no right to enforce any rights of Lender under this Agreement without the extent such entitlement to receive a greater payment results from a change in law that occurs after the Participant acquired the applicable participationBorrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 if Holdings unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersObligors, to comply with Section 3.01(e) as though it were a Lender (provided that all forms required under Section 3.01(e) shall instead be delivered to the applicable Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 Sections 2.14(c), 2.15 and 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless unless, in the case of a participation of a Letter of Credit Facility Commitment or Letter of Credit Obligations, the sale of the participation to such Participant is made with Holdingsthe Borrowers’ prior written consent or 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 participationconsent. A Participant that would be a Foreign Lender if it were a Lender shall be entitled to the benefits of Section 3.01 2.16 as if Holdings is it were a Lender which received its interest pursuant to an assignment but only if the Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 3.01(e2.16(e) and (f) as though it were a Lender (provided that all forms required under Section 3.01(e) shall instead be delivered to the applicable Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Holdings’ the Borrower’s prior written consent or consent, except to the extent such entitlement to receive a greater payment results from a change Change in law Law that occurs after the Participant acquired the applicable participation. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 if Holdings unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersBorrower, to comply with Section 3.01(e) as though it were a Lender (provided that all forms required under Section 3.01(e) shall instead be delivered to the applicable Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 2.11 (Increased Costs; Unavailability) than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Holdings’ the U.S. Borrower’s prior written consent or 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 participationconsent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 if Holdings 2.14 (Taxes) unless the U.S. Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 3.01(eSubsection 2.14.6 (Status of Lenders) as though it were a Lender (provided that all forms required under Section 3.01(e) shall instead be delivered to the applicable Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 Sections 2.12 or 3.04 2.13 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Holdings’ prior written consent or (except to the extent such entitlement to receive a greater payment results from a change Change in law Law that occurs after the Participant acquired the applicable participation) unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Non-US Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 if Holdings 2.13 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersBorrower, to comply with Section 3.01(e) 2.13 as though it were a Lender (provided that all forms required under Section 3.01(e) shall instead be delivered to the applicable Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Holdings’ the Borrower Representative’s prior written consent or except and such Participant shall in any event be subject to replacement pursuant to Section 12.15 in the extent event it exercises such entitlement to receive a greater payment results from a change in law that occurs after the Participant acquired the applicable participationrights. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section Section 3.01 if Holdings unless the Borrower Representative is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 3.01(e) 3.01 as though it were a Lender (provided that all forms required under Section 3.01(e) shall instead be delivered to the applicable Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 Sections 3.2 and 3.5 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Holdings’ Xxxxxxxx’s prior written consent or except to the extent such entitlement to receive a greater payment results from a change Change in law Law that occurs after the Participant acquired the applicable participation. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 if Holdings 3.5 unless Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersBorrower, to comply with Section 3.01(e3.5(f) as though it were a Lender (provided that all forms required under Section 3.01(e) shall instead be delivered to the applicable Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless unless, (A) the sale of the participation to such Participant is made with Holdings’ the Borrower’s prior written consent or except to the extent (B) such entitlement to receive a greater payment results from a change Change in law Law that occurs after the Participant acquired the applicable participationParticipation. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 if Holdings unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersBorrower, to comply with Section 3.01(e3.01(f) as though it were a Lender (provided that all forms required under Section 3.01(e) shall instead be delivered to the applicable Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Holdings’ the Lead Borrower's prior written consent or except consent, and a Participant shall have no right to enforce any rights of Lender under this Agreement without the extent such entitlement to receive a greater payment results from a change in law that occurs after the Participant acquired the applicable participationBorrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 if Holdings unless the Lead Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersLoan Parties, to comply with Section 3.01(e) as though it were a Lender (provided that all forms required under Section 3.01(e) shall instead be delivered to the applicable Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 2.13 and Section 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Holdings’ GEO’s prior written consent or except to the extent such entitlement to receive a greater payment results from a change Change in law Law that occurs after the Participant acquired the applicable participation. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 if Holdings 2.15 unless GEO is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 3.01(eSections 2.15(f) and (h) as though it were a Lender (provided that all forms required under Section 3.01(e) shall instead be delivered to the applicable Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 5.7 [Increased Costs], Section 5.8 [Taxes] or 3.04 Section 11.3 [Expenses; Indemnity; Damage Waiver] than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Holdings’ the Borrower’s prior written consent or 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 participationconsent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 if Holdings 5.8 [Taxes] unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersBorrower, to comply with Section 3.01(e) 5.8.5 [Status of Lenders; Refunds] as though it were a Lender (provided that all forms required under Section 3.01(e) shall instead be delivered to the applicable Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 Sections 2.11 and 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Holdings’ the Company’s, on behalf of the Borrowers, prior written consent or except consent; provided that the Participant shall be subject to the extent such entitlement to receive a greater payment results from a change in law that occurs after the Participant acquired the applicable participationprovisions of Sections 2.15 and 2.19. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 if Holdings 2.14 unless the Company is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowerseach Borrower, to comply with Section 3.01(e2.14(e) as though it were a Lender (provided that all forms required under Section 3.01(e) shall instead be delivered to the applicable Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 Sections 2.18 and 2.20 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Holdings’ the applicable Borrower’s prior written consent or except to the extent such entitlement to receive a greater payment results from a change in law that occurs after the date such Participant acquired the applicable participationbecame a participant. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 if Holdings 2.20 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersBorrower, to comply with Section 3.01(e) 2.20 as though it were a Lender (provided that all forms required under Section 3.01(e) shall instead be delivered to the applicable Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 Sections 2.15 and 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Holdingsthe Borrowers’ prior written consent or 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 participationconsent. A Participant that would be a Foreign Lender organized under the laws of a jurisdiction other than the United States of America or any state or political subdivision thereof if it were a Lender shall not be entitled to the benefits of Section 3.01 if Holdings is 2.16 unless the Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 3.01(e2.16(d) as though it were a Lender (provided that all forms required under Section 3.01(e) shall instead be delivered to the applicable Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment from the Borrower under Section 3.01 2.08 or 3.04 2.09 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, and the Borrower shall have no obligations to make greater aggregate payments under Sections 2.08 and 2.09 to or for the account of the applicable Lender and the Participant following the grant of such Participation unless the sale of the participation to such Participant is made with Holdings’ the Borrower’s prior written consent or 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 participationconsent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 if Holdings 2.08 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersBorrower, to comply with Section 3.01(e) 2.08 and 9.06 as though it were a Lender (provided that all forms required under Section 3.01(e) shall instead be delivered to the applicable Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 Sections 2.15 and 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Holdings’ the Borrower’s prior written consent or 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 participationconsent. A Participant that would be a Foreign Lender organized under the laws of a jurisdiction other than the United States or any state or political subdivision thereof if it were a Lender shall not be entitled to the benefits of Section 3.01 if Holdings 2.16 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersBorrower, to comply with Section 3.01(e2.16(d) as though it were a Lender (provided that all forms required under Section 3.01(e) shall instead be delivered to the applicable Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 Sections 2.20 and 2.22 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Holdings’ the Borrowers' prior written consent or 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 participationconsent. A Participant that would be is not incorporated under the laws of the United States of America or a Foreign Lender if it were a Lender state thereof shall not be entitled to the benefits of Section 3.01 if Holdings is 2.22 unless the Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 3.01(e2.22(b) as though it were a Lender (provided that all forms required under Section 3.01(e) shall instead be delivered to the applicable Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 Subsections 1.11, 1.13 and 1.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Holdings’ Borrower’s prior written consent or except and after disclosure in writing of such greater payment to the extent such entitlement Participant has knowledge of the circumstances giving rise to receive a such greater payment results from a change in law that occurs after at the Participant acquired the applicable participationtime of such sale. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 if Holdings Subsection 1.13 unless Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersBorrower, to comply with Section 3.01(eSubsection 1.13(E) as though it were a Lender (provided that all forms required under Section 3.01(e) shall instead be delivered to the applicable Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 Sections 11.1 and 11.2 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Holdings’ the Borrower's prior written consent or except to and, in connection with such sale, the extent such entitlement to receive a Borrower specifically agrees that it will make greater payment results from a change in law that occurs after the Participant acquired payments than the applicable participationLender would have been entitled to receive. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 if Holdings Sections 11.1 or 11.2 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersBorrower, to comply with Section 3.01(e11.2(e) and Section 11.3 or as though it were a Lender (provided that all forms required under Section 3.01(e) shall instead be delivered to the applicable Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 SECTION 2.12 or 3.04 SECTION 2.21 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Holdings’ the Lead Borrower’s prior written consent or 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 participationconsent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 if Holdings SECTION 2.21 unless the Lead Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 3.01(eSECTION 2.21(e) as though it were a Lender (provided that all forms required under Section 3.01(e) shall instead be delivered to the applicable Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 Sections 2.12 and 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless except (i) if the sale of the participation to such Participant is made with Holdings’ the Borrower’s prior written consent or except (ii) to the extent that such entitlement to receive a greater payment results from a change in or in the interpretation of any law that occurs after the Participant acquired the applicable participation. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 if Holdings 2.16 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersBorrower, to comply with Section 3.01(e2.16(f) as though it were a Lender (provided it being understood and agreed that all forms the documentation required under Section 3.01(e2.16(f) shall instead be delivered to the applicable participating Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 Sections 2.19 or 3.04 2.20 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Holdings’ prior written consent or (except to the extent such entitlement to receive a greater payment results from a change Change in law Law that occurs after the Participant acquired the applicable participation) unless the sale of the participation to such Participant is made with the Borrowers’Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 if Holdings 2.20 unless the Borrowers areBorrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersBorrowersBorrower , to comply with Section 3.01(e) 2.20 as though it were a Lender (provided that all forms required under Section 3.01(e) shall instead be delivered to the applicable Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 5.7 [Increased Costs], Section 5.8 [Taxes] or 3.04 Section 11.3 [ Expenses; Indemnity; Damage Waiver] than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Holdings’ the Borrower’s prior written consent or 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 participationconsent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 if Holdings 5.8 [Taxes] unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersBorrower, to comply with Section 3.01(e) 5.8.5 [Status of Lenders; Refunds] as though it were a Lender (provided that all forms required under Section 3.01(e) shall instead be delivered to the applicable Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 Sections 2.15 and 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Holdings’ the Administrative Borrower’s prior written consent or except to the extent such entitlement to receive a greater payment results from a change Change in law Law that occurs after the Participant acquired the applicable participation. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 if Holdings is 2.17 unless the Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 3.01(e) 2.17 as though it were a Lender (provided that all forms required under Section 3.01(e) shall instead be delivered to the applicable Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Holdings’ the Borrower’s prior written consent or except to the extent such entitlement to receive a greater payment results from a change in law that occurs 140 after the Participant acquired the applicable participation. A Participant that would be a Foreign Lender if it were a Lender shall be entitled to the benefits of Section 3.01 if Holdings the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the BorrowersBorrower, to comply with Section 3.01(e) as though it were a Lender (provided that all forms required under Section 3.01(e) shall instead be delivered to the applicable Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 Sections 4.01 or 3.04 4.04, than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with HoldingsBorrowers’ prior written consent or except to the extent such entitlement to receive a greater payment results from a change Change in law Law that occurs after the Participant acquired the applicable participation. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 if Holdings is 4.01 unless Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 3.01(e4.01(e) as though it were a Lender (provided it being understood that all forms the documentation required to be delivered under Section 3.01(e4.01(e) shall instead be delivered to the applicable participating Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 2.8, 2.3.15, 2.5.1 or 3.04 2.5.2 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Holdings’ the Borrower's prior written consent or except to consent; provided, however, in no instance shall the extent such entitlement to receive Borrower's Obligations be increased as a greater payment results from a change in law that occurs after the Participant acquired the applicable participationresult thereof. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 if Holdings is notified of 2.8 unless the Borrower consents in writing to the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply complies with Section 3.01(e) 2.8.5 as though it were a Lender (provided that all forms required under Section 3.01(e) shall instead be delivered to the applicable Lender).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 2.11 (Increased Costs; Unavailability) than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Holdings’ the U.S. Borrower’s prior written consent or 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 participationconsent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 if Holdings 2.15 (Taxes) unless the U.S. Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 3.01(eSubsection 2.15.6 (Status of Lenders) as though it were a Lender (provided that all forms required under Section 3.01(e) shall instead be delivered to the applicable Lender).. - 118 -

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 subsection 4(b)(v) than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Holdingsthe Borrowers’ prior written consent or 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 participationconsent. A Participant that would be is not a Foreign Lender United States person (as such term is defined in Section 7701(a)(30) of the Code) if it were a Lender shall not be entitled to the benefits of Section 3.01 if Holdings is subsection 33(a) unless the Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 3.01(esubsection 33(b) as though it were a Lender (provided that all forms required under Section 3.01(e) shall instead be delivered to the applicable Lender).