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 entitlement to a greater payment results from a Change in Law that occurs after the Participant acquires its participation. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as the Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 3.01, 3.04 or 3.04 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the entitlement sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant shall not be entitled to the benefits of Section 3.01 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply and does in fact comply with Section 3.01 as though it were a greater payment results from a Change in Law that occurs after the Participant acquires its participationLender. Each Lender that sells a participation shall, shall (acting solely for this purpose as a non-fiduciary agent of the Borrowers, Borrower) maintain a register complying with the requirements of Sections 163(f), 871(h) and 881(c)(2) of the Code and the Treasury regulations issued thereunder relating to the exemption from withholding for portfolio interest on which it enters is entered 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 this Agreement (the “Participant Register”); provided that no . A Lender shall have any obligation not be obligated to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit any Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulationsregulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as the Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 3.1, 3.4 or 3.04 3.5 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the entitlement sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant shall not be entitled to the benefits of Section 3.1 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply and does in fact comply with Section 3.1 as though it were a greater payment results from a Change in Law that occurs after the Participant acquires its participationLender. Each Lender that sells a participation shall, shall (acting solely for this purpose as a non-fiduciary agent of the Borrowers, Borrower) maintain a register complying with the requirements of Sections 163(f), 871(h) and 881(c)(2) of the Code and the Treasury regulations issued thereunder relating to the exemption from withholding for portfolio interest on which it enters is entered 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 this Agreement (the “Participant Register”); provided that no . A Lender shall have any obligation not be obligated to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit any Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulationsregulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as the Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 3.01, 3.04 or 3.04 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the entitlement sale of the participation to a greater payment results from a Change in Law that occurs after such Participant is made with the Participant acquires its participationBorrower’s prior written consent (not to be unreasonably withheld or delayed). Each Lender that sells a participation shall, shall (acting solely for this purpose as a non-fiduciary agent of the Borrowers, Borrower) maintain a register complying with the requirements of Sections 163(f), 871(h) and 881(c)(2) of the Code and the Treasury regulations issued thereunder on which it enters is entered the name and address of each Participant and the principal amounts (and stated interestrelated interest amounts) of each Participant’s interest in the Loans or other obligations under the Loan Documents this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, 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 and the Borrower shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as the Administrative Agent) ; provided that no Lender shall have no responsibility the obligation to disclose all or a portion of the Participant Register (including the identity of the Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or other obligations under any Loan Document) to any Person except to the extent such disclosure is necessary to establish that any such commitments, loans, letters of credit or other obligations are in registered form for maintaining a Participant RegisterU.S. federal income tax purposes or such disclosure is otherwise required under Treasury Regulations Section 5f.103-1(c).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 3.1, 3.4 or 3.04 3.5 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the entitlement sale of the participation to such Participant is made with the Borrower’s express prior written consent to such sale. A Participant shall not be entitled to the benefits of Section 3.1 unless the Borrower is notified of the participation sold to such Participant (provided, that the receipt of such notice without more shall not be deemed to imply or constitute the Borrower’s consent to such sale for purposes of this Section or Section 3.1(e)) and such Participant agrees, for the benefit of the Borrower, to comply and does in fact comply with Section 3.1 as though it were a greater payment results from a Change in Law that occurs after the Participant acquires its participationLender. Each Lender that sells a participation shall, shall (acting solely for this purpose as a non-fiduciary an agent of the Borrowers, Borrower) maintain a register complying with the requirements of Sections 163(f), 871(h) and 881(c)(2) of the Code and the Treasury regulations issued thereunder on which it enters is entered 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 this Agreement (the “Participant Register”); provided that no . A Lender shall have any obligation be obligated to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except (including for the avoidance of doubt the Borrower and the Administrative Agent) to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit any Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulationsregulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as the Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 3.01, 3.04 or 3.04 3.05 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 the Borrower’s prior written consent or such entitlement to a greater payment results from a Change in Law that occurs after the Participant acquires its participationsale of the participation takes place. Each Lender that sells a participation shall, shall (acting solely for this purpose as a non-fiduciary agent of the Borrowers, Borrower) maintain a register complying with the requirements of Sections 163(f), 871(h) and 881(c)(2) of the Code and the Treasury regulations issued thereunder on which it enters is entered 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 this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, 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 and the Borrower shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as the Administrative Agent) ; provided that no Lender shall have no responsibility the obligation to disclose all or a portion of the Participant Register (including the identity of the Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or other obligations under any Loan Document) to any Person except to the extent such disclosure is necessary to establish that any such commitments, loans, letters of credit or other obligations are in registered form for maintaining a Participant RegisterU.S. federal income tax purposes.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 3.01, 3.04 or 3.04 3.05 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 the Borrower’s prior written consent, such consent not to be unreasonably withheld or delayed, or such entitlement to a greater payment results from a Change change in Law law that occurs after the Participant acquires its acquired the participation. Each Lender that sells a participation shallagrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.07 with respect to any Participant. Each Lender that sells a participation or has a loan funded by an SPC shall (acting solely for this purpose as a non-fiduciary agent of the Borrowers, Borrower) maintain a register complying with the requirements of Sections 163(f), 871(h) and 881(c)(2) of the Code and the Treasury regulations (or any other relevant or successor provisions of the Code or of such Treasury regulations) issued thereunder relating to the exemption from withholding for portfolio interest on which it enters is entered the name and address of each Participant or SPC and the principal amounts (and stated interest) of each Participant’s or SPC’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no . A Lender shall have any obligation not be obligated to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit any Loan or other obligation is in registered form under Section 5f.103-1(c) or proposed Section 1.163-5(b) of the United States Treasury Regulationsregulations (or, in each case, any amended, successor or final version). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as the Administrative Agent) shall have no responsibility for maintaining a Participant Register.

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 entitlement sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a greater payment results from Foreign Lender if it were a Change in Law Lender shall not be entitled to the benefits of Section 3.01 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 3.01(e) as though it were a Lender (it being understood that occurs after the Participant acquires its participationdocumentation required under Section 3.01(e) shall be delivered to the participating Lender). Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersBorrower, 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 this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other the obligations under any Loan Documentthis Agreement) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation interest 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 person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as the Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 3.01, Section 3.04 or 3.04 Section 3.05 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 the Borrower Representative’s prior written consent or such entitlement to a greater payment results from a Change in Law that occurs after the Participant acquires its participationsale of the participation takes place. Each Lender that sells a participation shall, shall (acting solely for this purpose as a non-fiduciary agent of the Borrowers, ) maintain a register complying with the requirements of Sections 163(f), 871(h) and 881(c)(2) of the Code and the Treasury regulations issued thereunder on which it enters is entered 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 this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, 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 and the Borrowers shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as the Administrative Agent) ; provided that no Lender shall have no responsibility the obligation to disclose all or a portion of the Participant Register (including the identity of the Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or other obligations under any Loan Document) to any Person except to the extent such disclosure is necessary to establish that any such commitments, loans, letters of credit or other obligations are in registered form for maintaining a Participant RegisterU.S. federal income tax purposes.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 3.01, 3.04 or 3.04 3.05 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 the Borrower’s prior written consent, such consent not to be unreasonably withheld or delayed, or such entitlement to a greater payment results from a Change change in Law law that occurs after the Participant acquires its acquired the participation. Each Lender that sells a participation shall, or has a loan funded by an SPC shall (acting solely for this purpose as a non-fiduciary agent of the Borrowers, Borrower) maintain a register complying with the requirements of Sections 163(f), 871(h) and 881(c)(2) of the Code and the Treasury regulations (or any other relevant or successor provisions of the Code or of such Treasury regulations) issued thereunder relating to the exemption from withholding for portfolio interest on which it enters is entered the name and address of each Participant or SPC and the principal amounts (and stated interest) of each Participant’s or SPC’s interest in the Loans or other obligations under the Loan Documents this Agreement (the “Participant Register”); provided that no . A Lender shall have any obligation not be obligated to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit any Loan or other obligation is in registered form under Section 5f.103-1(c) or proposed Section 1.163-5(b) of the United States Treasury Regulationsregulations (or any amended or successor version). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as the Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 3.01, 3.04 or 3.04 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the entitlement sale of the participation to a greater payment results from a Change in Law that occurs after such Participant is made with the Participant acquires its participationBorrower’s prior written consent (such consent not to be unreasonably withheld). Each Lender that sells a participation shall, shall (acting solely for this purpose as a non-fiduciary agent of the Borrowers, Borrower) maintain a register complying with the requirements of Sections 163(f), 871(h) and 881(c)(2) of the Code and the Treasury regulations issued thereunder relating to the exemption from withholding for portfolio interest on which it enters is entered 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 this Agreement (the “Participant Register”); provided that no . A Lender shall have any obligation not be obligated to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit any Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulationsregulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as the Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 3.01, 3.04 or 3.04 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquires its Participation acquired the applicable participation. Each Lender that sells a participation shall, shall (acting solely for this purpose as a non-fiduciary agent of the Borrowers, Borrower) maintain a register complying with the requirements of Sections 163(f), 871(h) and 881(c)(2) of the Code and the Treasury regulations issued thereunder on which it enters is entered the name and address of each Participant and the principal amounts (and stated interestrelated interest amounts) of each Participant’s interest in the Loans or other obligations under the Loan Documents this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, 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 and the Borrower 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; provided that no Lender shall have the obligation to disclose all or a portion of the Participant Register (including the identity of the Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or other obligations under any Loan Document) to any Person except to the extent such disclosure is necessary to establish that any such commitments, loans, letters of credit or other obligations are in registered form for U.S. federal income tax purposes or such disclosure is otherwise required under Treasury Regulations Section 5f.103-1(c), proposed Treasury Regulations Section 1.163-5 or any applicable temporary, final or other successor regulations. For the avoidance of doubt, the Administrative Agent (in its capacity as the Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 3.01, 3.04 or 3.04 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the entitlement sale of the participation to a greater payment results from a Change in Law that occurs after such Participant is made with the Participant acquires its participationBorrower’s prior written consent (not to be unreasonably withheld or delayed). Each Lender that sells a participation shall, shall (acting solely for this purpose as a non-fiduciary agent of the Borrowers, Borrower) maintain a register complying with the requirements of Sections 163(f), 871(h) and 881(c)(2) of the Code and the Treasury regulations issued thereunder on which it enters is entered the name and address of each Participant and the principal amounts (and stated interestrelated interest amounts) of each Participant’s interest in the Loans or other obligations under the Loan Documents this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, 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 and the Borrower shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as the Administrative Agent) ; provided that no Lender shall have no responsibility the obligation to disclose all or a portion of the Participant Register (including the identity of the Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or other obligations under any Loan Document) to any Person except to the extent such disclosure is necessary to establish that any such commitments, loans, letters of credit or other obligations are in registered form for maintaining a Participant RegisterU.S. federal income tax purposes or such disclosure is otherwise required under Treasury Regulations Section 5f.103-1(c) or Proposed Section 1.163-5(b) (or, in each case, any amended or successor sections).

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 entitlement to a greater payment results from a Change in Law that occurs after the Participant acquires its participation. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s 's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as the Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 3.01, 3.04 or 3.04 3.05 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 the Borrowers’ prior written consent, such consent not to be unreasonably withheld or delayed, or such entitlement to a greater payment results from a Change change in Law law that occurs after the Participant acquires its acquired the participation. Each Lender that sells a participation shall, or has a loan funded by an SPC shall (acting solely for this purpose as a non-fiduciary agent of the Borrowers, ) maintain a register complying with the requirements of Sections 163(f), 871(h) and 881(c)(2) of the Code and the Treasury regulations (or any other relevant or successor provisions of the Code or of such Treasury regulations) issued thereunder relating to the exemption from withholding for portfolio interest on which it enters is entered the name and address of each Participant or SPC and the principal amounts (and stated interest) of each Participant’s or SPC’s interest in the Loans or other obligations under the Loan Documents this Agreement (the “Participant Register”); provided that no . A Lender shall have any obligation not be obligated to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit any Loan or other obligation is in registered form under Section 5f.103-1(c) or proposed Section 1.163-5(b) of the United States Treasury Regulationsregulations (or any amended or successor version). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as the Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 3.01, 3.04 or 3.04 3.05 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 the Borrower’s prior written consent, such consent not to be unreasonably withheld or delayed or such entitlement to a greater payment results from a Change change in Law law that occurs after the Participant acquires its acquired the participation. Each Lender that sells a participation shall, or has a loan funded by an SPC shall (acting solely for this purpose as a non-fiduciary agent of the Borrowers, Borrower) maintain a register complying with the requirements of Sections 163(f), 871(h) and 881(c)(2) of the Code and the Treasury regulations (or any other relevant or successor provisions of the Code or of such United States Treasury regulations) issued thereunder relating to the exemption from withholding for portfolio interest on which it enters is entered the name and address of each Participant or SPC and the principal amounts (and stated interest) of each Participant’s or SPC’s interest in the Loans or other obligations under the Loan Documents this Agreement (the “Participant Register”); provided that no . A Lender shall have any obligation not be obligated to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit any Loan or other obligation is in registered form under Section 5f.103-1(c) or proposed Section 1.163-5(b) of the United States Treasury Regulationsregulations (or any amended or successor version). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as the Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 3.01, 3.04 or 3.04 3.05 than the applicable participating Lender would have been entitled to receive with respect to the participation sold to such Participant, unless except to the extent such entitlement to receive a greater payment results from a Change in of Law that occurs after the Participant acquires its acquired the applicable participation. Each Lender that sells a participation shall, shall (acting solely for this purpose as a non-fiduciary agent of the Borrowers, ) maintain a register complying with the requirements of Sections 163(f), 871(h) and 881(c)(2) of the Code and the Treasury regulations issued thereunder relating to the exemption from withholding for portfolio interest on which it enters is entered the name and address of each Participant and the principal amounts (of and stated interest) of interest on each Participant’s interest in the Loans or other obligations under the Loan Documents this Agreement (the “Participant Register”); provided that no . A Lender shall have any obligation not be obligated to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit any Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulationsregulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as the Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 3.1 or 3.04 3.4 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the entitlement sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant shall not be entitled to the benefits of Section 3.1 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply and does in fact comply with Section 3.1 as though it were a greater payment results from a Change in Law Lender (it being understood that occurs after any documentation required under Sections 3.1(b), (c), (d) or (e) shall be delivered to the Participant acquires its participationparticipating Lender). Each Lender that sells a participation shall, shall (acting solely for this purpose as a non-fiduciary an agent of the Borrowers, Borrower) maintain a register complying with the requirements of Sections 163(f), 871(h) and 881(c)(2) of the Code and the Treasury Regulations issued thereunder relating to the exemption from withholding for portfolio interest on which it enters is entered 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 this Agreement (the “Participant Register”); provided that no . A Lender shall have any obligation not be obligated to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit any Loan or other obligation is in registered form under Treasury Regulations 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 person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as the Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 3.01, Section 3.04 or 3.04 Section 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the Participant or such entitlement to a greater payment results from a Change change in Law law that occurs after the Participant acquires its acquired the participation. Each Lender that sells a participation or has a loan funded by an SPC shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant or SPC and the principal amounts (and stated interest) of each Participant’s or SPC’s interest in the Loans or other obligations under the Loan Documents this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit any Loan or other obligation is in registered form under Section 5f.103-1(c) or proposed Section 1.163-5(b) of the United States Treasury Regulationsregulations (or any amended or successor version). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as the Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 3.02 or 3.04 3.03(a) than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the entitlement sale of the participation to such Participant is made with the Borrowers’ prior written consent (not to be unreasonably withheld or delayed); provided that, for purposes of this clause (e), entering into this Agreement or other Loan Document shall not be construed as providing such consent, or the right to a greater payment results from a Change in Law that occurs after the Participant acquires its becomes a Participant with respect to such participation. Each Lender that sells a participation shallThe Administrative Agent, acting solely for this purpose as a non-fiduciary an agent of the Borrowers, shall maintain a register on which it enters the name and address copy of each participation and each Participant and to which the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents Borrowers have so consented, from time to time (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent in the absence of manifest error, and such Lender the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of such participation a Participant hereunder for all purposes of this Agreement notwithstanding Agreement. The Participant Register shall be available for inspection by only the Borrowers and by any notice Lender (with respect to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as the Administrative Agentparticipations only) shall have no responsibility for maintaining a Participant Registerat any reasonable time and from time to time upon reasonable prior notice.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 3.01, 3.04 or 3.04 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the entitlement sale of the participation to a greater payment results from a Change in Law that occurs after such Participant is made with the Participant acquires its participationBorrower’s prior written consent, such consent not to be unreasonably withheld or delayed. Each Lender that sells a participation shall, shall (acting solely for this purpose as a non-fiduciary agent of the Borrowers, Borrower) maintain a register complying with the requirements of Sections 163(f), 871(h) and 881(c)(2) of the Code and the Treasury regulations issued thereunder relating to the exemption from withholding for portfolio interest on which it enters is entered 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 this Agreement (the “Participant Register”); provided that no . A Lender shall have any obligation not be obligated to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit any Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulationsregulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as the Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 3.01, 3.04 or 3.04 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the entitlement sale of the participation to a greater payment results from a Change in Law that occurs after such Participant is made with the Participant acquires its participationBorrower’s prior written consent (not to be unreasonably withheld or delayed). Each Lender that sells a participation shall, shall (acting solely for this purpose as a non-fiduciary agent of the Borrowers, Borrower) maintain a register complying with the requirements of Sections 163(f), 871(h) and 881(c)(2) of the Code and the Treasury regulations issued thereunder on which it enters is entered the name and address of each Participant and the principal amounts of (and stated interestrelated interest amounts on) of each Participant’s interest in the Loans or other obligations under the Loan Documents this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, 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 and the Borrower shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as the Administrative Agent) ; provided that no Lender shall have no responsibility the obligation to disclose all or a portion of the Participant Register (including the identity of the Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or other obligations under any Loan Document) to any Person except to the extent such disclosure is necessary to establish that any such commitments, loans, letters of credit or other obligations are in registered form for maintaining a Participant RegisterU.S. federal income tax purposes or such disclosure is otherwise required under Treasury Regulations Section 5f.103-1(c) and proposed Treasury Regulations Section 1.163-5(b).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 3.01, 3.04 or 3.04 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the entitlement sale of the participation to such Participant is made with the Borrower’s prior written consent expressly acknowledging such Participant may receive such greater benefit. A Participant shall not be entitled to the benefits of Section 3.01 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply and does in fact comply with Section 3.01 as though it were a greater payment results from a Change in Law that occurs after the Participant acquires its participationLender. Each Lender that sells a participation shall, shall (acting solely for this purpose as a non-fiduciary agent of the Borrowers, Borrower) maintain a register complying with the requirements of Sections 163(f), 871(h) and 881(c)(2) of the Code and the Treasury regulations issued thereunder relating to the exemption from withholding for portfolio interest on which it enters is entered 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 this Agreement (the “Participant Register”); provided that no . A Lender shall have any obligation not be obligated to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitmentany Commitment, loan, letter of credit Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulationsregulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as the Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 3.01, 3.04 or 3.04 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the entitlement sale of the participation to a greater payment results from a Change in Law such Participant is made with the Borrower’s prior written consent, which consent shall state that occurs after the Participant acquires its participationit is being given pursuant to Section 10.07(e) of this Agreement. Each Lender that sells a participation pursuant to Section 10.07(d) shall, acting solely for this purpose U.S. federal income tax purposes as a non-fiduciary agent of the BorrowersBorrower, maintain a register complying with the requirements of Section 163(f), Section 871(h) and Section 881(c)(2) of the Code and the Treasury regulations issued thereunder on which it enters records the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s participation interest in with respect to the Loans or other obligations under the Loan Documents (the each, a “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any commitmentsCommitments, loans, letters of credit Loans or its other obligations under any Loan Documentthis Agreement) to any Person except to the extent that the relevant parties, acting reasonably and in good faith, determine that such disclosure is necessary to establish that such commitmentCommitment, loan, letter of credit 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 the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as the Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 3.01, 3.04 or 3.04 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless except to the entitlement extent that the sale of such participation to a greater payment results from a Change in Law that occurs after such Participant is made with the Participant acquires its participationBorrower’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). Each Lender that sells a participation shall, or grants an option to a SPC pursuant to subsection (g) of this Section shall (acting solely for this purpose as a non-fiduciary agent of the Borrowers, Borrower) maintain a register complying with the requirements of Sections 163(f), 871(h) and 881(c)(2) of the Code (or any other relevant or successor provisions of the Code or of such Treasury regulations) and the Treasury regulations issued thereunder relating to the exemption from withholding for portfolio interest on which it enters is entered the name and address of each Participant and SPC and the principal amounts (and stated interest) of each Participant’s and SPC’s interest in the Loans or other obligations under the Loan Documents this Agreement (the “Participant Register”); provided that no . A Lender shall have any obligation not be obligated to disclose all or any a portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary in connection with a Tax audit or other proceeding to establish that such commitment, loan, letter of credit any Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulationsregulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person person whose name is recorded in the Participant Register as the owner of such participation or Loan for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as the Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 3.01, 3.04 or 3.04 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the entitlement sale of the participation to a greater payment results from a Change in Law that occurs after such Participant is made with the Participant acquires its participationBorrower’s prior written consent (not to be unreasonably withheld or delayed). Each Lender that sells a US-DOCS\122695800.10 participation shall, shall (acting solely for this purpose as a non-fiduciary agent of the Borrowers, Borrower) maintain a register complying with the requirements of Sections 163(f), 871(h) and 881(c)(2) of the Code and the Treasury regulations issued thereunder on which it enters is entered the name and address of each Participant and the principal amounts (and stated interestrelated interest amounts) of each Participant’s interest in the Loans or other obligations under the Loan Documents this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, 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 and the Borrower shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as the Administrative Agent) ; provided that no Lender shall have no responsibility the obligation to disclose all or a portion of the Participant Register (including the identity of the Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or other obligations under any Loan Document) to any Person except to the extent such disclosure is necessary to establish that any such commitments, loans, letters of credit or other obligations are in registered form for maintaining a Participant RegisterU.S. federal income tax purposes or such disclosure is otherwise required under Treasury Regulations Section 5f.103-1(c).

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 3.01, 3.04 or 3.04 3.05 than the applicable participating Lender would have been entitled to receive with respect to the participation sold to such Participant, unless except to the extent such entitlement to receive a greater payment results from a Change in of Law that occurs after the Participant acquires its acquired the applicable participation. Each Lender that sells a participation shall, shall (acting solely for this purpose as a non-fiduciary agent of the Borrowers, ) maintain a register complying with the requirements of Sections 163(f), 871(h) and 881(c)(2) of the Code and the Treasury regulations issued thereunder relating to the exemption from withholding for portfolio interest on which it enters is entered the name and address of each Participant and the principal amounts (of and stated interest) of interest on each Participant’s interest in the Loans Term Loan or other obligations under the Loan Documents this Agreement (the “Participant Register”); provided that no . A Lender shall have any obligation not be obligated 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 the Loan DocumentDocuments) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit the Term Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulationsregulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as the Administrative Agent) shall have no responsibility for maintaining a Participant Register.

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 except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquires its acquired the applicable participation. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary an agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as the Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 3.01, 3.04 or 3.04 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the entitlement sale of the participation to a greater payment results from a Change in Law that occurs after such Participant is made with the Participant acquires its participationBorrower’s prior written consent. Each Lender that sells a participation shall, shall (acting solely for this purpose as a non-fiduciary agent of the Borrowers, Borrower) maintain a register complying with the requirements of Sections 163(f), 871(h) and 881(c)(2) of the Code and the Treasury regulations issued thereunder on which it enters is entered 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 this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, 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 and the Borrower shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as the Administrative Agent) ; provided that no Lender shall have no responsibility the obligation to disclose all or a portion of the Participant Register (including the identity of the Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or other obligations under any Loan Document) to any Person except to the extent such disclosure is necessary to establish that any such commitments, loans, letters of credit or other obligations are in registered form for maintaining a Participant Register.262 US-DOCS\123992845.16 042525-0274

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 3.01, 3.04 or 3.04 3.05 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 the Borrower’s prior written consent, such consent not to be unreasonably withheld or delayed, or such entitlement to a greater payment results from a Change change in Law law that occurs after the Participant acquires its acquired the participation. Each Lender that sells a participation shall, or has a loan funded by an SPC shall (acting solely for this purpose as a non-fiduciary agent of the Borrowers, Borrower) maintain a register complying with the requirements of Sections 163(f), 871(h) and 881(c)(2) of the Code and the Treasury regulations (or any other relevant or successor provisions of the Code or of such United States Treasury regulations) issued thereunder relating to the exemption from withholding for portfolio interest on which it enters is entered the name and address of each Participant or SPC and the principal amounts (and stated interest) of each Participant’s or SPC’s interest in the Loans or other obligations under the Loan Documents this Agreement (the “Participant Register”); provided that no . A Lender shall have any obligation not be obligated to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit any Loan or other obligation is in registered form under Section 5f.103-1(c) or proposed Section 1.163-5(b) of the United States Treasury Regulationsregulations (or any amended or successor version). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as the Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 Sections 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 entitlement sale of the participation to such Participant is made with the Company’s prior written consent. A Participant that would be a greater payment results from Foreign Lender if it were a Change in Law that occurs after Lender shall not be entitled to the benefits of Section 2.16 unless the Company is notified of the participation sold to such Participant acquires its participationand such Participant agrees, for the benefit of the Borrowers, to comply with Section 2.16(f) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary an agent of the Borrowers, maintain a register in the United States on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, 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 person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as the Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 3.01, 3.04 or 3.04 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless except to the entitlement extent that a Participant’s right to a greater payment results from a Change in Law that occurs after the Participant acquires its participationbecomes a Participant. Each If a Lender that sells a participation shallpursuant to Section 10.07(d), that Lender shall (acting solely for this purpose as a non-fiduciary agent of the Borrowers, Borrower) maintain a register complying with the requirements of Section 163(f), Section 871(h) and Section 881(c)(2) of the Code and the Treasury regulations issued thereunder relating to the exemption from withholding for portfolio interest on which it enters is entered the name and address of each Participant and the principal and interest amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the Borrower and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as the Administrative Agent) ; provided that no Lender shall have no responsibility the obligation to disclose all or a portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any loans or other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary in connection with a Tax audit or other proceeding to establish that any loans are in registered form for maintaining a Participant RegisterU.S. federal income tax purposes.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 3.01, 3.04 or 3.04 3.05 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 the Parent’s prior written consent, such consent not to be unreasonably withheld or delayed, or such entitlement to a greater payment results from a Change change in Law law that occurs after the Participant acquires its acquired the participation. Each Lender that sells a participation shall, or has a loan funded by an SPC shall (acting solely for this purpose as a non-fiduciary agent of the Borrowers, ) maintain a register complying with the requirements of Sections 163(f), 871(h) and 881(c)(2) of the Code and the Treasury regulations (or any other relevant or successor provisions of the Code or of such United States Treasury regulations) issued thereunder relating to the exemption from withholding for portfolio interest on which it enters is entered the name and address of each Participant or SPC and the principal amounts (and stated interest) of each Participant’s or SPC’s interest in the Loans or other obligations under the Loan Documents this Agreement (the “Participant Register”); provided that no . A Lender shall have any obligation not be obligated to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit any Loan or other obligation is in registered form under Section 5f.103-1(c) or proposed Section 1.163-5(b) of the United States Treasury Regulationsregulations (or any amended or successor version). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as the Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 3.01, 3.04 or 3.04 3.05 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 the Borrower’s prior written consent or such entitlement to a greater payment results from a Change change in Law that occurs after the Participant acquires its participationsale of the participation takes place. Each Lender that sells a participation shall, shall (acting solely for this purpose as a non-non- fiduciary agent of the Borrowers, Borrower) maintain a register complying with the requirements of Sections 163(f), 871(h) and 881(c)(2) of the Code and the Treasury regulations issued thereunder relating to the exemption from withholding for portfolio interest on which it enters is entered 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 this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Documentthe Loans) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation Loan 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 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 Participation Register shall be available for inspection by the avoidance of doubtBorrower, the Administrative any Agent (in its capacity as the Administrative Agent) shall have no responsibility for maintaining a Participant Registerand any Lender, at any reasonable time and from time to time upon reasonable prior notice.

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 entitlement to a greater payment results from a Change in Law that occurs after the Participant acquires its participation. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c5f.103‑1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as the Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 3.01, 3.04 or 3.04 3.05 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 the Borrower’s prior written consent or such entitlement to a greater payment results from a Change change in Law law that occurs after the Participant acquires its acquired the participation. Each Lender that sells a participation shall, shall (acting solely for this purpose as a non-fiduciary agent of the Borrowers, Borrower) maintain a register complying with the requirements of Sections 163(f), 871(h) and 881(c)(2) of the Code and the Treasury regulations (or any other relevant or successor provisions of the Code or of such Treasury regulations) issued thereunder relating to the exemption from withholding for portfolio interest on which it enters is entered 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 this Agreement (the “Participant Register”); provided that no . A Lender shall have any obligation not be obligated to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit any Loan or other obligation is in registered form under Section 5f.103-1(c) or proposed Section 1.163-5(b) of the United States Treasury Regulationsregulations (or any amended or successor version). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as the Administrative Agent) shall have no responsibility for maintaining a Participant Register.