Common use of Participants Clause in Contracts

Participants. Each Lender shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement Obligations and/or Commitments held by such Lender at any time and from time to time to one or more other Persons; provided that no such participation shall relieve any Lender of any of its obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 12.11, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 1.11, Section 10.3, and Section 12.1 hereof (subject to the requirements and limitations therein, including the requirements under Section 12.1(g) (it being understood that the documentation required under Section 12.1(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such participant (A) agrees to be subject to the provisions of Section 12.1(g) as if it were an assignee under Section 12.12(a); and (B) shall not be entitled to receive any greater payment under Sections 10.3 or 12.1, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participation. The Borrower and each Guarantor authorizes each Lender to disclose to any participant or prospective participant under this Section 12.11 any financial or other information pertaining to each Guarantor, the Borrower or any Subsidiary, provided that such participant or prospective participant shall be subject to the provisions of Section 12.25.

Participants. Each Any Lender shall have may at any time, without the right at its own cost consent of, or notice to, Borrower or Administrative Agent, sell participations to grant participations any Person (to be evidenced by one other than a natural Person, or more agreements a holding company, investment vehicle or certificates trust for, or owned and operated for the primary benefit of, a natural Person, or Borrower or any of participationBorrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans made and Reimbursement Obligations and/or Commitments held by such Lender at any time and from time owing to time to one or more other Personsit); provided that no (i) such participation Lender’s obligations under this Agreement shall relieve any remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of any of its such obligations, and (iii) Borrower, Administrative Agent, the L/C Issuers and Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, and, provided, further that no each Lender shall be responsible for the indemnity under Section 9.6 with respect to any payments made by such participant shall have any rights under this Agreement except as provided in this Section 12.11, and the Administrative Agent shall have no obligation or responsibility Lender to such participantits Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation is granted shall provide that the granting such Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Loan Documents, except this Agreement; provided that such agreement or instrument may provide that such Lender will not not, without the consent of the Participant, agree to any modificationamendment, amendment modification or waiver described in the proviso of the Loan Documents Section 11.11 that would reduce the amount of or postpone any fixed date for payment of any Obligation in which affects such participant has an interestParticipant. Any party ▇▇▇▇▇▇▇▇ agrees that each Participant shall be entitled to which such a participation has been granted shall have the benefits of Section 1.11, Section 10.3, Sections 3.1 through 3.4 and Section 12.1 hereof 3.6 (subject to the requirements and limitations therein, including the requirements under Section 12.1(g) (it being understood that the documentation required under Section 12.1(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this SectionSection 11.10; provided that such participant Participant (A) agrees to be subject to the provisions of Section 12.1(g) 2.15 as if it were an assignee under Section 12.12(a)paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 10.3 3.1, 3.2 or 12.13.6, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participant Participant acquired the applicable participation. The Each Lender that sells a participation agrees, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower and each Guarantor authorizes each Lender to disclose to any participant or prospective participant under this Section 12.11 any financial or other information pertaining to each Guarantor, the Borrower or any Subsidiary, provided that such participant or prospective participant shall be subject to effectuate the provisions of Section 12.252.15 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.14 as though it were a Lender; provided that such Participant agrees to be subject to Section 11.5 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of ▇▇▇▇▇▇▇▇, 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, Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participants. Each Lender shall have (a) Any Bank may, without the right at its own cost to grant consent of the Applicant, the Administrative Agent or the Issuing Bank, sell participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement Obligations and/or Commitments held by such Lender at any time and from time to time to one or more banks or other Personsentities (a “Participant”) in all or a portion of such Bank’s rights and obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing to it); provided that no (A) such participation Bank’s obligations under this Agreement shall relieve any Lender remain unchanged, (B) such Bank shall remain solely responsible to the other parties hereto for the performance of any of its such obligations and (C) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 12.11, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement or instrument pursuant to which a Bank sells such a participation is granted shall provide that the granting Lender such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Loan Documents, except this Agreement; provided that such agreement or instrument may provide that such Lender Bank will not not, without the consent of the Participant, agree to any modificationamendment, amendment modification or waiver described in Section 8.9(i) that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Loan Documents Applicant agrees that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party each Participant shall be entitled to which such a participation has been granted shall have the benefits of Section 1.11, Section 10.3, Sections 8.1 and Section 12.1 hereof (subject to the requirements and limitations therein, including the requirements under Section 12.1(g) (it being understood that the documentation required under Section 12.1(g) shall be delivered to the participating Lender)) 9.15 to the same extent as if it were a Lender Bank and had acquired its interest by assignment pursuant to paragraph (b) of this Section; . To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.2 as though it were a Bank, provided that such participant (A) Participant agrees to be subject to the provisions of Section 12.1(g2.5(b) as if though it were an assignee under Section 12.12(a); and a Bank. (Bb) A Participant shall not be entitled to receive any greater payment under Sections 10.3 Section 8.1 or 12.1, with respect to any participation, 8.15 than its participating Lender the applicable Bank would have been entitled to receive, except receive with respect to the extent participation sold to such entitlement Participant, unless the sale of the participation to receive such Participant is made with the Applicant’s prior written consent. A Participant that would be a greater payment results from Non-U.S. Bank if it were a Change Bank shall not be entitled to the benefits of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, to comply with Section 8.15 as though it were a Bank. Each Bank that sells a participation shall, acting solely for this purpose as an agent of the Applicant, 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 Law that occurs after the participant acquired Obligations under this Agreement (the applicable participation“Participant Register”). The Borrower and each Guarantor authorizes each Lender to disclose to any participant or prospective participant under this Section 12.11 any financial or other information pertaining to each Guarantor, entries in the Borrower or any Subsidiary, provided that such participant or prospective participant Participant Register shall be subject conclusive absent manifest error, and such Bank 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 provisions of Section 12.25contrary.

Participants. Each In addition to the other rights provided in this Section 14.2 each Lender shall have may, without notice to or consent from the right at its own cost to grant Agent or Borrower, sell participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement Obligations and/or Commitments held by such Lender at any time and from time to time to one or more other PersonsPersons in or to all or a portion of its rights and obligations under the Loan Documents (including all its rights and obligations with respect to the Advances); provided that no such participation shall relieve any Lender provided, however, that, whether as a result of any term of its obligations under this Agreementany Loan Document or of such participation, and, provided, further that (i) no such participant shall have a commitment, or be deemed to have made an offer to commit, to make Advances hereunder, and none shall be liable for any obligation of such Lender hereunder and such Lender shall remain liable for the making of all Advances hereunder, (ii) such Lender’s rights under this Agreement except as provided in this Section 12.11and obligations, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right rights and responsibility to enforce the obligations of the Borrower under this Agreement Loan Parties and the Secured Parties towards such Lender, under any Loan Document shall remain unchanged and each other Loan Documents includingparty hereto shall continue to deal solely with such Lender, without limitation, which shall remain the right to approve any amendment, modification or waiver of any provision holder of the Loan DocumentsObligations in the Register, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which each such participant has an interest. Any party shall be entitled to which such a participation has been granted shall have the benefits benefit of Section 1.1116, but, with respect to Section 10.316.1, and Section 12.1 hereof (subject only to the requirements and limitations therein, including extent such participant delivers the requirements under Tax forms required pursuant to Section 12.1(g16.1(f) (it being understood that the documentation required under Section 12.1(g) thereunder shall be delivered to the participating Lender)) and then only to the same extent as if it were of any amount to which such Lender would be entitled in the absence of any such participation, provided, however, that in no case shall a Lender and had acquired its interest by assignment pursuant participant have the right to paragraph enforce any of the terms of any Loan Document, (biii) of this Section; provided that each such participant (A) agrees to shall be subject to the provisions of Section 12.1(g14.3 and Section 16.1(e) as if it were an assignee under Section 12.12(a); 14.2(b) and (Biv) the consent of such participant shall not be entitled required (either directly, as a restraint on such Lender’s ability to receive consent hereunder or otherwise) for any greater payment under Sections 10.3 amendments, waivers or 12.1, consents with respect to any participationLoan Document or to exercise or refrain from exercising any powers or rights such Lender may have under or in respect of the Loan Documents (including the right to enforce or direct enforcement of the Obligations), except that the agreement pursuant to which the Lender sells such participation may provide that such Lender will not, without the consent of such participant, agree to any amendments, waivers or consents described in clauses (ii) and (iii) of Section 15.1 (with respect to amounts, or dates fixed for payment of amounts, to which such participant would otherwise be entitled) or those described in clause (vii) of Section 15.1(a). Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Advances 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 such Advance, Subsequent Advance Commitment or obligations under any Loan Document) to any Person other than its participating Lender would have been entitled to receive, the Agent except to the extent that such entitlement disclosure is necessary to receive establish that such Advance or obligation is in registered form under Section 5f.l03-l(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 Agent (in its capacity as the Agent) shall have no responsibility for maintaining a greater payment results from Participant Register. Notwithstanding anything else to the contrary provided herein, no Lender shall be permitted to sell participations with respect to Advances to a Change in Law that occurs after Disqualified Person. Each Lender shall be entitled to rely conclusively on a representation of the participant acquired in the applicable participation. The Borrower and each Guarantor authorizes each Lender to disclose to any participant or prospective participant under this Section 12.11 any financial or other information pertaining to each Guarantor, the Borrower or any Subsidiary, provided participation agreement that such participant or prospective participant shall be subject to is not a Disqualified Person, provided, that such reliance by such Lender is in good faith and reasonable under the provisions circumstances existing at the time of Section 12.25such participation.

Participants. Each Lender Bank shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement Obligations and/or Commitments held by such Lender Bank at any time and from time to time to one or more other PersonsPersons (each a “Participant”); provided that no such participation shall relieve any Lender Bank of any of its obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 12.11Section, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide (a) that the granting Lender Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower Company under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender Bank will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation indebtedness, obligation or liability in which such participant has an interestinterest and (b) that the participant agrees to be bound by Section 11.18 of this Agreement to the same extent as if it were a Bank. Any party to which such a participation has been granted shall have the benefits of Section 1.11, Section 10.3, 9.3 and Section 12.1 hereof (subject to the requirements and limitations therein, including the requirements under Section 12.1(g) (it being understood that the documentation required under Section 12.1(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such participant (A) agrees to be subject to the provisions of Section 12.1(g) as if it were an assignee under Section 12.12(a); and (B) shall not be entitled to receive any greater payment under Sections 10.3 or 12.1, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participation9.4 hereof. The Borrower and each Guarantor Company authorizes each Lender Bank to disclose to any participant or prospective participant under this Section, if such person has agreed in writing to be bound by Section 12.11 11.18 below to the same extent as if it were a Bank, any financial or other information pertaining to each Guarantor, the Borrower Company or any Subsidiary, . Each Bank that sells a participation shall acting solely for this purpose as an agent of the Company maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Bank shall have any obligation to disclose all or any portion of 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 participant disclosure is necessary to establish that such commitment, loan, letter of credit or prospective participant 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 subject conclusive absent manifest error, and such Bank 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 provisions contrary. For the avoidance of Section 12.25doubt, the Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register.

Participants. Each Lender shall have (a) Any Bank may, without the right at its own cost to grant consent of the Applicant, the Administrative Agent or the Issuing Bank, sell participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement Obligations and/or Commitments held by such Lender at any time and from time to time to one or more banks or other Personsentities (a “Participant”), other than an Ineligible Institution, in all or a portion of such Bank’s rights and obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing to it); provided that no (i) such participation Bank’s obligations under this Agreement shall relieve any Lender remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of any of its such obligations and (iii) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 12.11, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement or instrument pursuant to which a Bank sells such a participation is granted shall provide that the granting Lender such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Loan Documents, except this Agreement; provided that such agreement or instrument may provide that such Lender Bank will not not, without the consent of the Participant, agree to any modificationamendment, amendment modification or waiver of described in Section 8.9(i) that affects such Participant. Subject to Section 8.6(b), the Loan Documents Applicant agrees that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party each Participant shall be entitled to which such a participation has been granted shall have the benefits of Section 1.11, Section 10.3, Sections 8.1 and Section 12.1 hereof 8.15 (subject to the requirements and limitations therein, including the requirements under Section 12.1(g) (it being understood that the documentation required under Section 12.1(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender Bank and had acquired its interest by assignment pursuant to paragraph (b) Section 8.7. To the extent permitted by law, each Participant also shall be entitled to the benefits of this Section; Section 8.2 as though it were a Bank, provided that such participant (A) Participant agrees to be subject to the provisions of Section 12.1(g2.5(b) as if though it were an assignee under Section 12.12(a); and a Bank. (Bb) Notwithstanding anything to the contrary in this Agreement, a Participant shall not be entitled to receive any greater payment under Sections 10.3 Section 8.1 or 12.1, with respect to any participation, 8.15 than its participating Lender the applicable Bank would have been entitled to receive, except receive with respect to the extent participation sold to such entitlement Participant, unless the sale of the participation to receive such Participant is made with the Applicant’s prior written consent. A Participant that would be a greater payment results from Non-U.S. Bank if it were a Change Bank shall not be entitled to the benefits of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, to comply with Section 8.15 as though it were a Bank. Each Bank that sells a participation shall, acting solely for this purpose as an agent of the Applicant, 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 Law that occurs after the participant acquired Obligations under this Agreement (the applicable participation“Participant Register”). The Borrower and each Guarantor authorizes each Lender to disclose to any participant or prospective participant under this Section 12.11 any financial or other information pertaining to each Guarantor, entries in the Borrower or any Subsidiary, provided that such participant or prospective participant Participant Register shall be subject conclusive absent manifest error, and such Bank 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 provisions of Section 12.25contrary.

Participants. Each Lender shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement participations in L/C Obligations and Swing Loans and/or Commitments held by such Lender at any time and from time to time to one or more other PersonsPersons (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Defaulting Lender, the Borrower or any of the Borrower’s Affiliates or Subsidiaries, or a Disqualified Institutions (but only to the extent that the list of Disqualified Institutions has been made available to all Lenders), a “Participant”); provided that no such participation shall relieve any Lender of any of its obligations under this Agreement, and, provided, further further, that no such participant shall have any rights under this Agreement except as provided in this Section 12.1113.11, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to exercise rights under this Agreement and the other Loan Documents and to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party interest which requires the consent of each affected Lender pursuant to which such a participation has been granted shall have clause (i) or (ii) of the benefits first proviso of Section 1.11, Section 10.3, and Section 12.1 hereof 13.13(a) (subject to the requirements and limitations therein, other provisions of Section 13.13 including the requirements under Section 12.1(g) (it being understood that the documentation required under Section 12.1(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph clause (b) of this Section; provided that such participant (A) agrees thereof). Subject to be subject to Section 13.25 hereof, the provisions of Section 12.1(g) as if it were an assignee under Section 12.12(a); and (B) shall not be entitled to receive any greater payment under Sections 10.3 or 12.1, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participation. The Borrower and each Guarantor authorizes each Lender to disclose to any participant or prospective participant (which, for the avoidance of doubt, shall exclude any Disqualified Institution (but only to the extent that the list of Disqualified Institutions has been made available to all Lenders)) under this Section 12.11 13.11 any financial or other information pertaining to each GuarantorHoldings, any of its Restricted Subsidiaries or Unrestricted Subsidiaries. Any party which has been granted a participation shall be entitled to the benefits of Section 1.12, Section 10.3 and Section 13.4 hereof only to the extent of the benefits accruing to the Lender granting the participation if such participant is not an Affiliate or Related Fund of a Lender. Each Participant shall be entitled to the benefits of Section 13.1 hereof as if it were a Lender; provided, however, for the avoidance of doubt, the Borrower shall not, at any time, be obligated to pay additional amounts pursuant to Section 13.1(a) with respect to any withholding tax that is imposed on amounts payable to such Participant at the time it acquires a participation in the Loans or any SubsidiaryCommitments made under this Agreement, provided except to the extent that such Participant is the Participant of a Lender who was entitled to receive such additional amounts from the Borrower. Each Lender that sells a participation shall maintain a register on which it records the name and address of each participant and the principal amounts of each participant’s participating interest with respect to the Loans, Commitments or prospective participant other interests hereunder to ensure such Loans, Commitments and other interests are in registered form under Section 5f.103-1(c), which entries shall be subject conclusive absent manifest error. In the event a participation is granted to a Person who does not satisfy the provisions eligibility requirements of this Section 12.2513.11, the Borrower shall be entitled to pursue any remedy available to it (whether at law or in equity, including specific performance to unwind such participation) against the Lender selling the participation and such participant.

Participants. Each Lender shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement Obligations and/or Commitments held by such Lender at any time and from time to time to one or more other Persons; provided that no such participation shall relieve any Lender of any of its obligations under this Agreement, and, provided, provided further that no such participant shall have any rights under this Agreement except as provided in this Section 12.11Section, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents Documents, including, without limitation, the right to approve any amendment, modification modification, or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment amendment, or waiver of the Loan Documents that would reduce the amount of or postpone with respect to any fixed date for payment of any Obligation items in which such participant has an interestSections 13.14(i) and 13.14(ii). Any party to which such a participation has been granted shall have the benefits of Section 1.111.13, Section 10.3, and Section 12.1 hereof (subject to the requirements and limitations therein13.16 hereof, including the requirements under Section 12.1(g) (it being understood provided that the documentation required under Section 12.1(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such participant (A) agrees to be subject to the provisions of Section 12.1(g) as if it were an assignee under Section 12.12(a); and (B) Borrower shall not be entitled obligated to receive pay any greater payment under Sections 10.3 or 12.1, with respect to any participation, than its participating Lender amount in excess of the amount it would have been entitled to receive, except to the extent liable for had such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participationparticipation not been made. The Borrower and each Guarantor authorizes each Lender to disclose to any participant or prospective participant under this Section 12.11 any financial or other information pertaining to each Guarantor, the Borrower or any Subsidiary, provided that such participant or prospective participant shall be subject agrees to the provisions of abide by Section 12.2513.13 hereof.

Participants. Each Lender shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement Obligations and/or Commitments held by such Lender at any time and from time to time to one or more other Persons; provided that (a) no such participation shall relieve any Lender of any of its obligations under this Agreement, and, provided, further that (b) no such participant shall have any rights under this Agreement except as provided in this Section 12.1113.11, and (c) the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 1.111.12, Section 10.3, 10.4 and Section 12.1 hereof 13.1 (subject to the requirements obligations and limitations therein, including of such Sections (and the requirements under Section 12.1(g) (compliance of such participant therewith as if it being understood that the documentation required under Section 12.1(g) shall be delivered to the participating were a Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph Section 13.12) (bit being understood that the documentation required under Section 13.1(e) shall be delivered to the Lender who sells the participation). Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of this Sectioneach participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that such no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant (Aor any information relating to a participant’s interest in any commitments, loans or its other obligations under any Loan Document) agrees to be subject to the provisions of Section 12.1(g) as if it were an assignee under Section 12.12(a); and (B) shall not be entitled to receive any greater payment under Sections 10.3 or 12.1, with respect to any participation, than its participating Lender would have been entitled to receive, Person except to the extent that such entitlement disclosure is necessary to receive a greater payment results from a Change establish that such commitment, loan or other obligation is in Law that occurs after registered form under Section 5f.103-1(c) of the participant acquired the applicable participationUnited States Treasury Regulations. The Borrower entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Guarantor authorizes each Lender 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 disclose the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. Notwithstanding anything to any participant or prospective participant under the contrary in this Section 12.11 any financial or other information pertaining 13.11, no such participation shall be made to each Guarantor, the Borrower or any Subsidiaryof its Affiliates or Subsidiaries, provided a natural person, or a Defaulting Lender or a Person that such participant or prospective participant shall would be subject to the provisions of Section 12.25a Defaulting Lender if it were a Lender.

Participants. Each Lender shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement participations in L/C Obligations and Swing Loans and/or Commitments held by such Lender at any time and from time to time to one or more other PersonsPersons (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Defaulting Lender, the Borrower or any of the Borrower’s Affiliates or Subsidiaries, or a Disqualified Institutions (but only to the extent that the list of Disqualified Institutions has been made available to all Lenders), a “Participant”); provided that no such participation shall relieve any Lender of any of its obligations under this Agreement, and, provided, further further, that no such participant shall have any rights under this Agreement except as provided in this Section 12.1113.11, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to exercise rights under this Agreement and the other Loan Documents and to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party interest which requires the consent of each affected Lender pursuant to which such a participation has been granted shall have clause (i) or (ii) of the benefits first proviso of Section 1.11, Section 10.3, and Section 12.1 hereof 13.13(a) (subject to the requirements and limitations therein, other provisions of Section 13.13 including the requirements under Section 12.1(g) (it being understood that the documentation required under Section 12.1(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph clause (b) of this Section; provided that such participant (A) agrees thereof). Subject to be subject to Section 13.25 hereof, the provisions of Section 12.1(g) as if it were an assignee under Section 12.12(a); and (B) shall not be entitled to receive any greater payment under Sections 10.3 or 12.1, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participation. The Borrower and each Guarantor authorizes each Lender to disclose to any participant or prospective participant (which, for the avoidance of doubt, shall exclude any Disqualified Institution (but only to the extent that the list of Disqualified Institutions has been made available to all Lenders)) under this Section 12.11 13.11 any financial or other information pertaining to each GuarantorHoldings, any of its Restricted Subsidiaries or Unrestricted Subsidiaries. Any party which has been granted a participation shall be entitled to the benefits of Section 1.12, Section 10.3 and Section 13.4 hereof only to the extent of the benefits accruing to the Lender granting the participation if such participant is not an Affiliate or Related Fund of a Lender. Each Participant shall be entitled to the benefits of Section 13.1 hereof as if it were a Lender; provided, however, for the avoidance of doubt, the Borrower shall not, at any time, be obligated to pay additional amounts pursuant to Section 13.1(a) with respect to any withholding tax that is imposed on amounts payable to such Participant at the time it acquires a participation in the Loans or any SubsidiaryCommitments made under this Agreement, provided except to the extent that such Participant is the Participant of a Lender who was entitled to receive such additional amounts from the Borrower. Each Lender that sells a participation shall maintain a register on which it records the name and address of each participant and the principal amounts of each participant’s participating interest with respect to the Loans, Commitments or prospective participant other interests hereunder, which entries shall be subject conclusive absent manifest error. In the event a participation is granted to a Person who does not satisfy the provisions eligibility requirements of this Section 12.2513.11, the Borrower shall be entitled to pursue any remedy available to it (whether at law or in equity, including specific performance to unwind such participation) against the Lender selling the participation and such participant.

Participants. Each Lender shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement Obligations and/or Commitments held by such Lender at any time and from time to time to one or more other PersonsPersons (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries); provided that no such participation shall relieve any Lender of any of its obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 12.11, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 1.11, Section 10.3, and Section 12.1 hereof (subject to the requirements and limitations therein, including the requirements under Section 12.1(g) (it being understood that the documentation required under Section 12.1(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such participant (A) agrees to be subject to the provisions of Section 12.1(g) as if it were an assignee under Section 12.12(a); and (B) shall not be entitled to receive any greater payment under Sections 10.3 or 12.1, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participation. The Borrower and each Guarantor authorizes each Lender to disclose to any participant or prospective participant under this Section 12.11 any financial or other information pertaining to each Guarantor, the Borrower or any Subsidiary, provided that such participant or prospective participant shall be subject to the provisions of Section 12.25.

Participants. Each Lender shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement Obligations and/or Commitments held by such Lender at any time and from time to time to one or more other PersonsEligible Assignees, subject to the consent of the Borrower (such consent not to be unreasonably withheld or delayed) unless (x) an Event of Default has occurred and is continuing at the time of such participation or (y) such participation is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that no such participation shall relieve any Lender of any of its obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 12.11Section, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 1.11, Section 10.3, 10.3 and Section 12.1 hereof (subject to the requirements and limitations therein, including the requirements under Section 12.1(g) (it being understood that the documentation required under Section 12.1(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such participant (A) agrees to be subject to the provisions of Section 12.1(g) as if it were an assignee under Section 12.12(a); and (B) shall not be entitled to receive any greater payment under Sections 10.3 or 12.1, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participation13.1 hereof. The Borrower and each Guarantor authorizes each Lender to disclose to any participant or prospective participant under this Section 12.11 any financial or other information pertaining to each Guarantor, the Borrower or any SubsidiarySubsidiary thereof, provided that such participant or prospective participant shall be subject have agreed in writing prior to its receipt of such information to maintain all such information confidential and not to disclose such information to any other Person except any such information (a) that has become generally available to the provisions public, (b) if required or appropriate in any report, statement or testimony submitted to any regulatory body having or claiming to have jurisdiction over such Lender, (c) if required or appropriate in response to any summons or subpoena or in connection with any litigation or (d) in order to comply with any law, order, regulation or ruling applicable to such Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Commitments, Loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 12.255f.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 Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participants. Each Lender shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement Obligations and/or Commitments Revolving Credit Commitment and/or participations in Swing Loans held by such Lender at any time and from time to time to one or more other Personsbanks, insurance companies, commercial lenders and other financial institutions; provided that no such participation shall relieve any Lender of any of its obligations under this Agreement, and, provided, and provided further that no such participant shall have any rights under this Agreement except as provided in this Section 12.1114.11, and the Administrative Agent shall have no obligation or responsibility to such participant. Any party to which such a participation has been granted shall have the benefits of Section 3.6 and Section 11.3 hereof but shall not be entitled to receive any greater payment under either such Section than the Lender granting such participation would have been entitled to receive with respect to the rights transferred. Any agreement pursuant to which any Lender may grant such participation is granted a participating interest shall provide that the granting such Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents Borrowers hereunder including, without limitation, the right to approve any amendment, amendment or modification or waiver of any provision of the Loan Documents, except this Agreement; provided that such participation agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Loan Documents this Agreement that would reduce (A) increase the Revolving Credit Commitment of such Lender if such increase would also increase the participant’s obligations, (B) forgive any amount of or postpone any fixed the date for payment of any principal of or interest on any Loan or Reimbursement Obligation or of any fee payable hereunder in which such participant has an interest or (C) reduce the stated rate at which interest or fees accrue or other amounts payable hereunder in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 1.11, Section 10.3, and Section 12.1 hereof (subject to the requirements and limitations therein, including the requirements under Section 12.1(g) (it being understood that the documentation required under Section 12.1(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such participant (A) agrees to be subject to the provisions of Section 12.1(g) as if it were an assignee under Section 12.12(a); and (B) shall not be entitled to receive any greater payment under Sections 10.3 or 12.1, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participation. The Borrower and each Guarantor authorizes Borrowers authorize each Lender to disclose to any participant or prospective participant under this Section 12.11 14.11 any financial or other information pertaining to each Guarantorthe Borrowers, the Borrower or any Subsidiary, provided that such participant or prospective participant shall be subject to the provisions of Section 12.2514.21 hereof.

Participants. Each Lender shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement Obligations and/or Revolving Credit Commitments held by such Lender at any time and from time to time to one or more other Persons; provided that no such participation shall relieve any Lender of any of its obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 12.11Section, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 1.11, Section 10.3, 1.11 and Section 12.1 hereof (subject to the requirements and limitations therein, including the requirements under Section 12.1(g) (it being understood that the documentation required under Section 12.1(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section10.3 hereof; provided that the rights of any Participant only shall be derivative through the granting Lender with whom such participant (A) agrees to be subject to the provisions of Section 12.1(g) as if it were an assignee under Section 12.12(a); Participant participates and (B) more specifically, no Participant shall not be entitled to receive any greater payment under Sections Section 10.3 or 12.1, with respect to any participation, 12.1 hereof than its participating the granting Lender would have been entitled to receive, except receive with respect to the extent participation sold to such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participationParticipant. The Borrower and each Guarantor authorizes each Lender to disclose to any participant or prospective participant under this Section 12.11 any financial or other information pertaining to each Guarantor, the Borrower or any Subsidiary, provided that such participant or prospective participant shall be subject to the provisions of Section 12.25Loan Party.

Participants. Each Lender shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement Obligations and/or Revolving Credit Commitments held by such Lender at any time and from time to time to one or more other Persons; provided that (a) no such participation shall relieve any Lender of any of its obligations under this Agreement, and, provided, further that (b) no such participant shall have any rights under this Agreement except as provided in this Section 12.1113.11, and (c) the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the each Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 1.111.12, Section 10.3, 10.3 and Section 12.1 13.1 hereof (subject to the requirements obligations and limitations therein, including of such Sections (and the requirements under Section 12.1(g) (compliance of such participant therewith as if it being understood that the documentation required under Section 12.1(g) shall be delivered to the participating were a Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph Section 13.12 hereof) (bit being understood that the documentation required under Section 13.1(e) hereof shall be delivered to the Lender who sells the 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 this Sectioneach participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that such no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant (Aor any information relating to a participant’s interest in any commitments, loans or its other obligations under any Loan Document) agrees to be subject any Person except to the provisions extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. Notwithstanding anything to the contrary in this Section 12.1(g) as 13.11, no such participation shall be made to any Borrower or any of their Affiliates or Subsidiaries, a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of one or more natural persons), or a Defaulting Lender or a Person that would be a Defaulting Lender if it were an assignee under Section 12.12(aa Lender. Notwithstanding the preceding paragraph, any Farm Credit Lender that (i) has purchased a participation from any Lender that is a Farm Credit Lender in the minimum amount of $5,000,000.00 on or after the Closing Date, (ii) is, by written notice to the U.S. Borrower and the Administrative Agent (a “Voting Participant Notification”); , designated by the selling Lender as being entitled to be accorded the rights of a voting participant hereunder (any Farm Credit Lender so designated being called a “Voting Participant”) and (Biii) receives the prior written consent of the U.S. Borrower and the Administrative Agent to become a Voting Participant, shall 105 be entitled to vote (and the voting rights of the selling Lender shall be correspondingly reduced), on a dollar for dollar basis, as if such Voting Participant were a Lender, on any matter requiring or allowing a Lender to provide or withhold its consent, or to otherwise vote on any proposed action, in each case, in lieu of the vote of the selling Lender; provided, however, that if such Voting Participant has at any time failed to fund any portion of its participation when required to do so and notice of such failure has been delivered by the selling Lender to the Administrative Agent, then until such time as all amounts of its participation required to have been funded have been funded and notice of such funding has been delivered by the selling Lender to the Administrative Agent, such Voting Participant shall not be entitled to receive any greater payment under Sections 10.3 or 12.1exercise its voting rights pursuant to the terms of this paragraph, and the voting rights of the selling Lender shall not be correspondingly reduced by the amount of such Voting Participant’s participation. Notwithstanding the foregoing, each Farm Credit Lender designated as a Voting Participant on Schedule 13.11 shall be a Voting Participant without delivery of a Voting Participant Notification and without the prior written consent of the Company and the Administrative Agent. To be effective, each Voting Participant Notification shall, with respect to any participationVoting Participant, than (A) state the full name of such Voting Participant, as well as all contact information required of an assignee, (B) state the dollar amount of the participation purchased, and (C) include such other information as may be required by the Administrative Agent. The selling Lender and the Voting Participant shall notify the Administrative Agent and the U.S. Borrower within three Business Days of any termination of, or reduction or increase in the amount of, such participation and shall promptly upon request of the Administrative Agent update or confirm there has been no change in the information set forth in Schedule 13.11 or delivered in connection with any Voting Participant Notification. Each Borrower and the Administrative Agent shall be entitled to conclusively rely on information provided by a Lender identifying itself or its participating participant as a Farm Credit Lender would without verification thereof and may also conclusively rely on the information set forth in Schedule 13.11 delivered in connection with any Voting Participant Notification or otherwise furnished pursuant to this paragraph and, unless and until notified thereof in writing by the selling Lender, may assume that there have been entitled no changes in the identity of Voting Participants, the dollar amount of participations, the contact information of the participants or any other information furnished to receive, except any Borrower or the Administrative Agent pursuant to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participationthis paragraph. The Borrower voting rights hereunder are solely for the benefit of the Voting Participants and each Guarantor authorizes each Lender to disclose shall not inure to any assignee or participant or prospective participant under this Section 12.11 any financial or other information pertaining to each Guarantor, the Borrower or any Subsidiary, provided that such participant or prospective participant shall be subject to the provisions of Section 12.25a Voting Participant.

Participants. Each Lender shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement Obligations and/or Commitments held by such Lender at any time and from time to time to one or more other PersonsPersons (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries); provided that no such participation shall relieve any Lender of any of its obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 12.11, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 1.11, Section 10.3, and Section 12.1 hereof (subject to the requirements and limitations therein, including the requirements under Section 12.1(g) (it being understood that the documentation required under Section 12.1(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such participant (A) agrees to be subject to the provisions of Section 12.1(g) as if it were an assignee under Section 12.12(a); and (B) shall not be entitled to receive any greater payment under Sections 10.3 or 12.1, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participation. The Borrower and each Guarantor authorizes each Lender to disclose to any participant or prospective participant under this Section 12.11 any financial or other information pertaining to each Guarantor, the Borrower or any Subsidiary, provided that such participant or prospective participant shall be subject to the provisions of Section 12.25.

Participants. Each Lender Bank shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement Obligations and/or Revolving Credit Commitments held by such Lender Bank at any time and from time to time to one or more other PersonsPersons (each a “Participant”); provided that no such participation shall relieve any Lender Bank of any of its obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 12.11Section, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide (a) that the granting Lender Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower Company under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender Bank will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation indebtedness, obligation or liability in which such participant has an interest, and (b) that the participant agrees to be bound by Section 11.18 of this Agreement to the same extent as if it were a Bank. Any party to which such a participation has been granted shall have the benefits of Section 1.11, Section 10.3, 9.3 and Section 12.1 hereof (subject to the requirements and limitations therein, including the requirements under Section 12.1(g) (it being understood that the documentation required under Section 12.1(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such participant (A) agrees to be subject to the provisions of Section 12.1(g) as if it were an assignee under Section 12.12(a); and (B) shall not be entitled to receive any greater payment under Sections 10.3 or 12.1, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participation9.4 hereof. The Borrower and each Guarantor Company authorizes each Lender Bank to disclose to any participant or prospective participant under this Section, if such person has agreed in writing to be bound by Section 12.11 11.18 below to the same extent as if it were a Bank, any financial or other information pertaining to each Guarantor, the Borrower Company or any Subsidiary, . Each Bank that sells a participation shall acting solely for this purpose as an agent of the Company maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Bank shall have any obligation to disclose all or any portion of 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 participant disclosure is necessary to establish that such commitment, loan, letter of credit or prospective participant 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 subject conclusive absent manifest error, and such Bank 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 provisions contrary. For the avoidance of Section 12.25doubt, the Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register.

Participants. Each Lender shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement Obligations and/or Revolving Credit Commitments held by such Lender at any time and from time to time to one or more other PersonsPersons (other than a natural Person or the Parent or any of the Parent’s Affiliates or Subsidiaries); provided that no such participation shall relieve any Lender of any of its obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 12.11, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower and Guarantors under this Agreement and the other Loan Credit Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Loan Credit Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Loan Credit Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 1.11Sections 1.12, Section 10.3, 9.3 and Section 12.1 hereof (subject to the requirements and limitations therein, including the requirements under Section 12.1(g12.1(c) hereof (it being understood that the documentation required under Section 12.1(g12.1(c) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this SectionSection 12.12 hereof; provided that such participant (A) agrees to be subject to the provisions of Section 12.1(g) Sections 1.14 hereof as if it were an assignee under Section 12.12(a)paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 10.3 9.3 or 12.1, 12.1 hereof with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participation. The Borrower and each Guarantor authorizes each Lender to disclose to any participant or prospective participant under this Section 12.11 any financial or other information pertaining to each Guarantor, the Borrower or any Subsidiary, provided that such participant or prospective participant shall be subject to the provisions of Section 12.25.-100-

Participants. Each Lender shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement participations in L/C Obligations and Swing Loans and/or Commitments held by such Lender at any time and from time to time to one or more other PersonsPersons (other than Disqualified Institutions); provided that no such participation shall relieve any Lender of any of its obligations under this Agreement, and, provided, further further, that no such participant shall have any rights under this Agreement except as provided in this Section 12.1113.11, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to exercise rights under this Agreement and the other Loan Documents and to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party interest which requires the consent of each affected Lender pursuant to which such a participation has been granted shall have clause (i) or (ii) of the benefits first proviso of Section 1.11, Section 10.3, and Section 12.1 hereof 13.13(a) (subject to the requirements and limitations therein, other provisions of Section 13.13 including the requirements under Section 12.1(g) (it being understood that the documentation required under Section 12.1(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph clause (b) of this Section; provided that such participant (A) agrees thereof). Subject to be subject to Section 13.25 hereof, the provisions of Section 12.1(g) as if it were an assignee under Section 12.12(a); and (B) shall not be entitled to receive any greater payment under Sections 10.3 or 12.1, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participation. The Borrower and each Guarantor authorizes each Lender to disclose to any participant or prospective participant (which, for the avoidance of doubt, shall exclude any Disqualified Institution) under this Section 12.11 13.11 any financial or other information pertaining to each GuarantorHoldings, any of its Subsidiaries or Unrestricted Subsidiaries. Any party which has been granted a participation shall be entitled to the benefits of Section 1.12, Section 10.3 and Section 13.4 hereof only to the extent of the benefits accruing to the Lender granting the Participation if such participant is not an Affiliate or Related Fund of a Lender. Each Participant shall be entitled to the benefits of Section 13.1 hereof as if it were a Lender; provided, however, for the avoidance of doubt, the Borrower shall not, at any time, be obligated to pay additional amounts pursuant to Section 13.1(a) with respect to any withholding tax that is imposed on amounts payable to such Participant at the time it acquires a participation in the Loans or Commitments made under this Agreement, except to the extent that such Participant is the Participant of a Lender who was entitled to receive such additional amounts from the Borrower. Each Lender that sells a participation shall maintain a register on which it records the name and address of each participant and the principal amounts of each participant’s participating interest with respect to the Loans, Commitments or other interests hereunder, which entries shall be conclusive absent manifest error. Notwithstanding anything herein to the contrary, no Lender shall grant participations in the Loans or Commitments to the Sponsor or any Subsidiary, provided of its Affiliates that such participant or prospective participant is not a Debt Fund Affiliate. Any participation made to any Person in violation of this Section 13.11 shall be subject void ab initio. In the event a participation is granted to a Person who does not satisfy the provisions eligibility requirements of this Section 12.2513.11, the Borrower shall be entitled to pursue any remedy available to it (whether at law or in equity, including specific performance to unwind such participation) against the Lender selling the participation and such participant.

Participants. Each Lender shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement Obligations and/or Commitments held by such Lender at any time and from time to time to one or more other Persons; provided that (a) no such participation shall relieve any Lender of any of its obligations under this Agreement, and, provided, further that (b) no such participant shall have any rights under this Agreement except as provided in this Section 12.1113.11, and (c) the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 1.111.12, Section 10.3, 10.3 and Section 12.1 13.1 hereof (subject to the requirements obligations and limitations therein, including of such Sections (and the requirements under Section 12.1(g) (compliance of such participant therewith as if it being understood that the documentation required under Section 12.1(g) shall be delivered to the participating were a Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph Section 13.12 hereof) (bit being understood that the documentation required under Section 13.1(e) hereof shall be delivered to the Lender who sells the participation). Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of this Sectioneach participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that such no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant (Aor any information relating to a participant’s interest in any commitments, loans or its other obligations under any Loan Document) agrees to be subject any Person except to the provisions extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. Notwithstanding anything to the contrary in this Section 12.1(g) as 13.11, no such participation shall be made to the Borrower or any of their Affiliates or Subsidiaries, a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of one or more natural persons), or a Defaulting Lender or a Person that would be a Defaulting Lender if it were an assignee under Section 12.12(aa Lender. Notwithstanding the preceding paragraph, following the Closing Date, any Farm Credit Lender that (i) has purchased a participation from any Lender that is a Farm Credit Lender in the minimum amount of $5,000,000.00 on or after the Closing Date, (ii) is, by written notice to the Borrower and the Administrative Agent (a “Voting Participant Notification”); , designated by the selling Lender as being entitled to be accorded the rights of a voting participant hereunder (any Farm Credit Lender so designated being called a “Voting Participant”) and (Biii) receives the prior written consent of the Borrower and the Administrative Agent to become a Voting Participant, shall be entitled to vote (and the voting rights of the selling Lender shall be correspondingly reduced), on a dollar-for-dollar basis, as if such Voting Participant were a Lender, on any matter requiring or allowing a Lender to provide or withhold its consent, or to otherwise vote on any proposed action, in each case, in lieu of the vote of the selling Lender; provided, however, that if such Voting Participant has at any time failed to fund any portion of its participation when required to do so and notice of such failure has been delivered by the selling Lender to the Administrative Agent, then until such time as all amounts of its participation required to have been funded have been funded and notice of such funding has been delivered by the selling Lender to the Administrative Agent, such Voting Participant shall not be entitled to receive any greater payment under Sections 10.3 or 12.1exercise its voting rights pursuant to the terms of this paragraph, and the voting rights of the selling Lender shall not be correspondingly reduced by the amount of such Voting Participant’s participation. Notwithstanding the foregoing, each Farm Credit Lender designated as a Voting Participant on Schedule 13.11 shall be a Voting Participant without delivery of a Voting Participant Notification and without the prior written consent of the Borrower and the Administrative Agent. To be effective, each Voting Participant Notification shall, with respect to any participationVoting Participant, than its participating (A) state the full name of such Voting Participant, as well as all contact information required of an assignee, (B) state the dollar amount of the participation purchased, and (C) include such other information as may be required by the Administrative Agent. The selling Lender would have and the Voting Participant shall notify the Administrative Agent and the Borrower within three Business Days of any termination of, or reduction or increase in the amount of, such participation and shall promptly upon request of the Administrative Agent update or confirm there has been entitled to receive, except to no change in the extent such entitlement to receive a greater payment results from a Change information set forth in Law that occurs after the participant acquired the applicable participationSchedule 13.11 or delivered in connection with any Voting Participant Notification. The Borrower and each Guarantor authorizes each the Administrative Agent shall be entitled to conclusively rely on information provided by a Lender identifying itself or its participant as a Farm Credit Lender without verification thereof and may also conclusively rely on the information set forth in Schedule 13.11 delivered in connection with any Voting Participant Notification or otherwise furnished pursuant to disclose to this paragraph and, unless and until notified thereof in writing by the selling Lender, may assume that there have been no changes in the identity of Voting Participants, the dollar amount of participations, the contact information of the participants or any participant or prospective participant under this Section 12.11 any financial or other information pertaining furnished to each Guarantor, the Borrower or the Administrative Agent pursuant to this paragraph. The voting rights hereunder are solely for the benefit of the Voting Participants and shall not inure to any Subsidiary, provided that such assignee or participant or prospective participant shall be subject to the provisions of Section 12.25a Voting Participant.

Participants. Each Lender shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement Obligations and/or Commitments Revolving Credit Commitment and/or participations in Swing Loans held by such Lender at any time and from time to time to one or more other Personsbanks, insurance companies, commercial lenders and other financial institutions; provided that no such participation shall relieve any Lender of any of its obligations under this Agreement, and, provided, and provided further that no such participant shall have any rights under this Agreement except as provided in this Section 12.1114.11, and the Administrative Agent shall have no obligation or responsibility to such participant. Any party to which such a participation has been granted shall have the benefits of Section 3.6 and Section 11.3 hereof but shall not be entitled to receive any greater payment under either such Section than the Lender granting such participation would have been entitled to receive with respect to the rights transferred. Any agreement pursuant to which any Lender may grant such participation is granted a participating interest shall provide that the granting such Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents hereunder including, without limitation, the right to approve any amendment, amendment or modification or waiver of any provision of the Loan Documents, except this Agreement; provided that such participation agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Loan Documents this Agreement that would reduce (A) increase the Revolving Credit Commitment of such Lender if such increase would also increase the participant’s obligations, (B) forgive any amount of or postpone any fixed the date for payment of any principal of or interest on any Loan or Reimbursement Obligation or of any fee payable hereunder in which such participant has an interest or (C) reduce the stated rate at which interest or fees accrue or other amounts payable hereunder in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 1.11, Section 10.3, and Section 12.1 hereof (subject to the requirements and limitations therein, including the requirements under Section 12.1(g) (it being understood that the documentation required under Section 12.1(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such participant (A) agrees to be subject to the provisions of Section 12.1(g) as if it were an assignee under Section 12.12(a); and (B) shall not be entitled to receive any greater payment under Sections 10.3 or 12.1, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participation. The Borrower and each Guarantor authorizes each Lender to disclose to any participant or prospective participant under this Section 12.11 14.11 any financial or other information pertaining to each Guarantorthe Borrower, the Borrower or any Subsidiary, provided that such participant or prospective participant shall be subject to the provisions of Section 12.2514.21 hereof.

Participants. Each In addition to the other rights provided in this Section 10.2, each Lender shall have may without notice to or consent from the right at its own cost to grant Agents or the Borrowers, sell participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement Obligations and/or Commitments held by such Lender at any time and from time to time to one or more other PersonsPersons in or to all or a portion of its rights and obligations under the Loan Documents (including all its rights and obligations with respect to the, Revolving Loans and Letters of Credit); provided that no such participation shall relieve any Lender provided, however, that, whether as a result of any term of its obligations under this Agreementany Loan Document or of such grant or participation, and, provided, further that (i) no such participant shall have any rights under this Agreement a commitment, or be deemed to have made an offer to commit, to make Loans hereunder, and, except as provided in this Section 12.11the applicable option agreement, none shall be liable for any obligation of such Lender hereunder, (ii) such Lender’s rights and obligations, and the Administrative Agent rights and obligations of the Loan Parties and the Secured Parties towards such Lender, under any Loan Document shall have no obligation or responsibility remain unchanged and each other party hereto shall continue to deal solely with such participant. Any agreement Lender, which shall remain the holder of the Obligations in the Register, except that (A) each such participant shall be entitled to the benefit of Sections 2.16 and 2.17, but only to the extent (x) such participant delivers the tax forms such Lender is required to collect pursuant to Section 2.17(a) and then only to the extent of any amount to which such participation is granted shall provide that Lender would be entitled in the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver absence of any provision such grant or participation and (y) that prior to an Event of Default, each such participant in the Loan Documents, except Canadian Revolving Credit Commitment that it is a non-resident of Canada in respect of any payment made by Bombay Canada to such agreement may provide that such Lender will not agree to any modification, amendment or waiver of participant under the Loan Documents that would reduce for the amount purposes of or postpone any fixed date for payment Part XIII of any Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 1.11, Section 10.3, and Section 12.1 hereof (subject to the requirements and limitations therein, including the requirements under Section 12.1(g) (it being understood that the documentation required under Section 12.1(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such participant (A) agrees to be subject to the provisions of Section 12.1(g) as if it were an assignee under Section 12.12(a); and (B) ITA shall not be entitled to receive any greater payment under Sections 10.3 of any additional amount or 12.1indemnification pursuant to Section 2.17 from any Loan Party on account of any Canadian withholding taxes (including interest and penalties in respect thereof) exigible on any such payment; provided, however, that in no case shall participant have the right to enforce any of the terms of any Loan Document, and (iii) the consent of such participant shall not be required (either directly, as a restraint on such Lender’s ability to consent hereunder or otherwise) for any amendments, waivers or consents with respect to any participation, than its participating Loan Document or to exercise or refrain from exercising any powers or rights such Lender would may have been entitled under or in respect of the Loan Documents (including the right to receiveenforce or direct enforcement of the Obligations), except for those described in clauses (iii) and (iv) of Section 10.1(a) with respect to the extent such entitlement amounts, or dates fixed for payment of amounts, to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participation. The Borrower and each Guarantor authorizes each Lender to disclose to any participant or prospective participant under this Section 12.11 any financial or other information pertaining to each Guarantor, the Borrower or any Subsidiary, provided that which such participant would otherwise be entitled and, except for those described in Section 10.1(a)(v) (or prospective participant shall be subject amendments, consents and waivers with respect to Section 9.10 to release all or substantially all of the provisions of Section 12.25Collateral).

Participants. Each Lender shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement Obligations and/or Commitments held by such Lender at any time and from time to time to one or more other Persons; provided that (a) no such participation shall relieve any Lender of any of its obligations under this Agreement, and, provided, further that (b) no such participant shall have any rights under this Agreement except as provided in this Section 12.1113.11, and (c) the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 1.111.12, Section 10.3, 10.4 and Section 12.1 hereof 13.1 (subject to the requirements obligations and limitations therein, including of such Sections (and the requirements under Section 12.1(g) (compliance of such participant therewith as if it being understood that the documentation required under Section 12.1(g) shall be delivered to the participating were a Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph Section 13.12) (bit being understood that the documentation required under Section 13.1(e) shall be delivered to the Lender who sells the participation). Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of this Sectioneach participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that such no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant (Aor any information relating to a participant's interest in any commitments, loans or its other obligations under any Loan Document) agrees to be subject to the provisions of Section 12.1(g) as if it were an assignee under Section 12.12(a); and (B) shall not be entitled to receive any greater payment under Sections 10.3 or 12.1, with respect to any participation, than its participating Lender would have been entitled to receive, Person except to the extent that such entitlement disclosure is necessary to receive a greater payment results from a Change establish that such commitment, loan or other obligation is in Law that occurs after registered form under Section 5f.103-1(c) of the participant acquired the applicable participationUnited States Treasury Regulations. The Borrower entries in the Participant Register shall be conclusive absent manifest error, and such Lender 80 #92469623v14 80 shall treat each Guarantor authorizes each Lender 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 disclose the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. Notwithstanding anything to any participant or prospective participant under the contrary in this Section 12.11 any financial or other information pertaining 13.11, no such participation shall be made to each Guarantor, the Borrower or any Subsidiaryof its Affiliates or Subsidiaries, provided a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of one or more natural persons), or a Defaulting Lender or a Person that such participant or prospective participant shall would be subject to the provisions of Section 12.25a Defaulting Lender if it were a Lender.

Participants. Each Lender shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement Obligations and/or Commitments held by such Lender at any time and from time to time to one or more other Persons; provided that no such participation shall relieve any Lender of any of its obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 12.11Section, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 1.11, Section 10.3, 1.12 and Section 12.1 hereof (subject to the requirements and limitations therein, including the requirements under Section 12.1(g) (it being understood that the documentation required under Section 12.1(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such participant (A) agrees to be subject to the provisions of Section 12.1(g) as if it were an assignee under Section 12.12(a); and (B) shall not be entitled to receive any greater payment under Sections 10.3 or 12.1, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participation9.3 hereof. The Borrower and each Guarantor authorizes each Lender to disclose to any participant or prospective participant under this Section 12.11 any financial or other information pertaining to each Guarantor, the Borrower or any Subsidiary, Subsidiary provided that such participant or prospective participant shall agrees in writing to be subject bound by Section 11.25 hereof to the provisions of Section 12.25same extent as if it were a Lender hereunder.

Participants. Each Lender shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement Obligations and/or the Commitments held by such Lender at any time and from time to time to one or more other Persons; provided that no such participation shall relieve any Lender of any of its obligations under this Agreement, and, provided, provided further that no such participant shall have any rights under this Agreement except as provided in this Section 12.11Section, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, including the right to approve any amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 1.11, Section 10.3, Sections 3.1 and Section 12.1 hereof 3.2 (subject to the requirements and limitations therein, including the requirements under of Section 12.1(g) (3.1(b), it being understood that the documentation required under Section 12.1(g3.1(b) shall be delivered to the participating Lender)) to , Section 3.4 and Section 3.6. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the same extent as if it were a Lender name and had acquired its interest by assignment pursuant to paragraph address of each participant and the principal amounts (band stated interest) of this Sectioneach participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that such no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant (Aor any information relating to a participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) agrees to be subject to the provisions of Section 12.1(g) as if it were an assignee under Section 12.12(a); and (B) shall not be entitled to receive any greater payment under Sections 10.3 or 12.1, with respect to any participation, than its participating Lender would have been entitled to receive, Person except to the extent that such entitlement disclosure is necessary to receive a greater payment results from a Change establish that such commitment, loan, letter of credit or other obligation is in Law that occurs after registered form under Section 5f.103-1(c) of the participant acquired the applicable participationUnited States Treasury Regulations. The Borrower entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Guarantor authorizes each Lender 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 disclose to any participant or prospective participant under this Section 12.11 any financial or other information pertaining to each Guarantorthe contrary. For the avoidance of doubt, the Borrower or any Subsidiary, provided that such participant or prospective participant Administrative Agent (in its capacity as Administrative Agent) shall be subject to the provisions of Section 12.25have no responsibility for maintaining a Participant Register.

Participants. Each Lender shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement Obligations and/or Revolving Credit Commitments held by such Lender at any time and from time to time to one or more other Persons; provided that (a) no such participation shall relieve any Lender of any of its obligations under this Agreement, and, provided, further that (b) no such participant shall have any rights under this Agreement except as provided in this Section 12.1113.11, and (c) the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the each Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interestinterest (subject to the proviso in Section 13.13(i)). Any party to which such a participation has been granted shall have the benefits of Section 1.111.12, Section 10.3, 10.3 and Section 12.1 13.1 hereof and to the extent permitted by law, Section 13.16 hereof (subject to the requirements terms of Section 13.7 hereof) (in each case, subject to the obligations and limitations therein, including of such Sections (and the requirements under Section 12.1(g) (compliance of such participant therewith as if it being understood that the documentation required under Section 12.1(g) shall be delivered to the participating were a Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph Section 13.12 hereof) (bit being understood that the documentation required under Section 13.1(e) hereof shall be delivered to the Lender who sells the 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 this Sectioneach participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that such no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant (Aor any information relating to a participant’s interest in any commitments, loans or its other obligations under any Loan Document) agrees to be subject any Person except to the provisions extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. Notwithstanding anything to the contrary in this Section 12.1(g) as 13.11, no such participation shall be made to any Borrower or any of their Affiliates or Subsidiaries, a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of one or more natural persons), or a Defaulting Lender or a Person that would be a Defaulting Lender if it were an assignee under Section 12.12(aa Lender. Notwithstanding the preceding paragraph, any Farm Credit Lender that (i) has purchased a participation from any Lender that is a Farm Credit Lender in the minimum amount of $5,000,000.00 on or after the Closing Date, (ii) is, by written notice to the U.S. Borrower and the Administrative Agent (a “Voting Participant Notification”); , designated by the selling Lender as being entitled to be accorded the rights of a voting participant hereunder (any Farm Credit Lender so designated being called a “Voting Participant”) and (Biii) receives the prior written consent of the U.S. Borrower and the Administrative Agent to become a Voting Participant, shall be entitled to vote (and the voting rights of the selling Lender shall be correspondingly reduced), on a dollar for dollar basis, as if such Voting Participant were a Lender, on any matter requiring or allowing a Lender to provide or withhold its consent, or to otherwise vote on any proposed action, in each case, in lieu of the vote of the selling Lender; provided, however, that if such Voting Participant has at any time failed to fund any portion of its participation when required to do so and notice of such failure has been delivered by the selling Lender to the Administrative Agent, then until such time as all amounts of its participation required to have been funded have been funded and notice of such funding has been delivered by the selling Lender to the Administrative Agent, such Voting Participant shall not be entitled to receive any greater payment under Sections 10.3 or 12.1exercise its voting rights pursuant to the terms of this paragraph, and the voting rights of the selling Lender shall not be correspondingly reduced by the amount of such Voting Participant’s participation. Notwithstanding the foregoing, each Farm Credit Lender designated as a Voting Participant on Schedule 13.11 shall be a Voting Participant without delivery of a Voting Participant Notification and without the prior written consent of the U.S. Borrower and the Administrative Agent. To be effective, each Voting Participant Notification shall, with respect to any participationVoting Participant, than (A) state the full name of such Voting Participant, as well as all contact information required of an assignee, (B) state the dollar amount of the participation purchased, and (C) include such other information as may be required by the Administrative Agent. The selling Lender and the Voting Participant shall notify the Administrative Agent and the U.S. Borrower within three Business Days of any termination of, or reduction or increase in the amount of, such participation and shall promptly upon request of the Administrative Agent update or confirm there has been no change in the information set forth in Schedule 13.11 or delivered in connection with any Voting Participant Notification. Each Borrower and the Administrative Agent shall be entitled to conclusively rely on information provided by a Lender identifying itself or its participating participant as a Farm Credit Lender would without verification thereof and may also conclusively rely on the information set forth in Schedule 13.11 delivered in connection with any Voting Participant Notification or otherwise furnished pursuant to this paragraph and, unless and until notified thereof in writing by the selling Lender, may assume that there have been entitled no changes in the identity of Voting Participants, the dollar amount of participations, the contact information of the participants or any other information furnished to receive, except any Borrower or the Administrative Agent pursuant to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participationthis paragraph. The Borrower voting rights hereunder are solely for the benefit of the Voting Participants and each Guarantor authorizes each Lender to disclose shall not inure to any assignee or participant or prospective participant under this Section 12.11 any financial or other information pertaining to each Guarantor, the Borrower or any Subsidiary, provided that such participant or prospective participant shall be subject to the provisions of Section 12.25a Voting Participant.

Participants. Each Lender Bank shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement Obligations and/or Commitments held by such Lender Bank at any time and from time to time to one or more other PersonsPersons (each a “Participant”); provided that no such participation shall relieve any Lender Bank of any of its obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 12.11Section, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide (a) that the granting Lender Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower Company under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender Bank will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation indebtedness, obligation or liability in which such participant has an interest, and (b) that the participant agrees to be bound by Section 11.18 of this Agreement to the same extent as if it were a Bank. Any party to which such a participation has been granted shall have the benefits of Section 1.11, Section 10.3, 9.3 and Section 12.1 hereof (subject to the requirements and limitations therein, including the requirements under Section 12.1(g) (it being understood that the documentation required under Section 12.1(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such participant (A) agrees to be subject to the provisions of Section 12.1(g) as if it were an assignee under Section 12.12(a); and (B) shall not be entitled to receive any greater payment under Sections 10.3 or 12.1, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participation9.4 hereof. The Borrower and each Guarantor Company authorizes each Lender Bank to disclose to any participant or prospective participant under this Section, if such person has agreed in writing to be bound by Section 12.11 11.18 below to the same extent as if it were a Bank, any financial or other information pertaining to each Guarantor, the Borrower Company or any Subsidiary, . Each Bank that sells a participation shall acting solely for this purpose as an agent of the Company maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Bank shall have any obligation to disclose all or any portion of 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 participant disclosure is necessary to establish that such commitment, loan, letter of credit or prospective participant 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 subject conclusive absent manifest error, and such Bank 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 provisions contrary. For the avoidance of Section 12.25doubt, the Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register.

Participants. Each Lender shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) Any Bank may, in the Loans made ordinary course of its commercial banking business and Reimbursement Obligations and/or Commitments held by such Lender in accordance with applicable Law, at any time and from time to time sell participations to one or more commercial banks or other Persons; provided that no such participation shall relieve any Lender of any persons (each a "Participant") in all or a portion of its rights and obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 12.11, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Revolving Credit Commitment and the right Loans owing to approve it and any amendmentNote held by it); provided, modification or waiver that: (i) any such Bank's obligations under this Agreement and the other Loan Documents shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of any provision such obligations, (iii) the parties hereto shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement and each of the other Loan Documents, (iv) such Participant shall, except that by accepting such agreement may provide that such Lender will not agree to any modificationparticipation, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 1.11, Section 10.3, and Section 12.1 hereof (subject to the requirements and limitations therein, including the requirements under Section 12.1(g) (it being understood that the documentation required under Section 12.1(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest bound by assignment pursuant to paragraph (b) of this Section; provided that such participant (A) agrees to be subject to the provisions of Section 12.1(g8.01(j) hereof, (v) if such Participant is not already a Participant or a Bank, and if such participation gives such Participant any direct voting rights, such participation shall be subject to consent of the Agent, and the Banks pursuant to Section 9.15(b)(i) hereof as if it such participation were an assignee under Section 12.12(a)assignment described therein, and (vi) any participation shall be in an amount of at least $2,000,000. The Borrower agrees that any such Participant shall be entitled to the benefits of Sections 2.11, 2.15, 7.03, 9.06, 9.18 and 9.19 of this Agreement with respect to its participation in the Revolving Credit Commitments and the Loans outstanding from time to time; and (B) provided, that no such Participant shall not be entitled to receive any greater payment under amount pursuant to such Sections 10.3 or 12.1, with respect to any participation, than its participating Lender the transferor Bank would have been entitled to receive, except receive in respect of the amount of the participation transferred to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participation. The Borrower and each Guarantor authorizes each Lender to disclose to any participant or prospective participant under this Section 12.11 any financial or other information pertaining to each Guarantor, the Borrower or any Subsidiary, provided that Participant had no such participant or prospective participant shall be subject to the provisions of Section 12.25transfer occurred.

Participants. Each Lender shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement Obligations and/or Commitments held by such Lender at any time and from time to time to one or more other Persons; provided that (a) no such participation shall relieve any Lender of any of its obligations under this Agreement, and, provided, further that that(b) no such participant shall have any rights under this Agreement except as provided in this Section 12.1113.11, and (c) the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any Table of Contents amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 1.111.12, Section 10.3, 10.3 and Section 12.1 hereof 13.1 (subject to the requirements obligations and limitations therein, including of such Sections (and the requirements under Section 12.1(g) (compliance of such participant therewith as if it being understood that the documentation required under Section 12.1(g) shall be delivered to the participating were a Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph Section 13.12) (bit being understood that the documentation required under Section 13.1(e) shall be delivered to the Lender who sells the participation). Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of this Sectioneach participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that such no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant (Aor any information relating to a participant’s interest in any commitments, loans or its other obligations under any Loan Document) agrees to be subject to the provisions of Section 12.1(g) as if it were an assignee under Section 12.12(a); and (B) shall not be entitled to receive any greater payment under Sections 10.3 or 12.1, with respect to any participation, than its participating Lender would have been entitled to receive, Person except to the extent that such entitlement disclosure is necessary to receive a greater payment results from a Change establish that such commitment, loan or other obligation is in Law that occurs after registered form under Section 5f.103-1(c) of the participant acquired the applicable participationUnited States Treasury Regulations. The Borrower entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Guarantor authorizes each Lender 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 disclose the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. Notwithstanding anything to any participant or prospective participant under the contrary in this Section 12.11 any financial or other information pertaining 13.11, no such participation shall be made to each Guarantor, the Borrower or any Subsidiaryof its Affiliates or Subsidiaries, provided a natural person, or a Defaulting Lender or a Person that such participant or prospective participant shall would be subject to the provisions of Section 12.25a Defaulting Lender if it were a Lender.

Participants. Each Lender shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement Obligations and/or Revolving Credit Commitments held by such Lender at any time and from time to time to one or more other Persons; provided that (a) no such participation shall relieve any Lender of any of its obligations under this Agreement, and, provided, further that (b) no such participant shall have any rights under this Agreement except as provided in this Section 12.1113.11, and (c) the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the each Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 1.111.12, Section 10.3, 10.3 and Section 12.1 13.1 hereof (subject to the requirements obligations and limitations therein, including of such Sections (and the requirements under Section 12.1(g) (compliance of such participant therewith as if it being understood that the documentation required under Section 12.1(g) shall be delivered to the participating were a Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph Section 13.12 hereof) (bit being understood that the documentation required under Section 13.1(e) hereof shall be delivered to the Lender who sells the 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 this Sectioneach participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that such no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant (Aor any information relating to a participant’s interest in any commitments, loans or its other obligations under any Loan Document) agrees to be subject to the provisions of Section 12.1(g) as if it were an assignee under Section 12.12(a); and (B) shall not be entitled to receive any greater payment under Sections 10.3 or 12.1, with respect to any participation, than its participating Lender would have been entitled to receive, Person except to the extent that such entitlement disclosure is necessary to receive a greater payment results from a Change establish that such commitment, loan or other obligation is in Law that occurs after registered form under Section 5f.103-1(c) of the participant acquired the applicable participationUnited States Treasury Regulations. The Borrower entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Guarantor authorizes each Lender 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 disclose the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. Notwithstanding anything to the contrary in this Section 13.11, no such participation shall be made to any participant or prospective participant under this Section 12.11 any financial or other information pertaining to each Guarantor, the Borrower or any Subsidiaryof their Affiliates or Subsidiaries, provided a natural person, or a Defaulting Lender or a Person that such participant or prospective participant shall would be subject to the provisions of Section 12.25a Defaulting Lender if it were a Lender.

Participants. Each In addition to the other rights provided in this Section 9.9, each Lender shall have may without notice to or consent from Agent or the right at its own cost to grant Borrower, sell participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement Obligations and/or Commitments held by such Lender at any time and from time to time to one or more Persons (other Persons; provided that no such participation shall relieve any Lender of than Holdings or any of its Subsidiaries or Affiliates) in or to all or a portion of its rights and obligations under this Agreement, and, the Loan Documents (including all its rights and obligations with respect to the Term Loans); provided, further that however, that, whether as a result of any term of any Loan Document or of such grant or participation, (i) no such participant shall have any rights under this Agreement a commitment, or be deemed to have made an offer to commit, to make Term Loans hereunder, and, except as provided in this Section 12.11the applicable option agreement, none shall be liable for any obligation of such Lender hereunder, (ii) such Lender’s rights and obligations, and the Administrative Agent rights and obligations of the Credit Parties and the Secured Parties towards such Lender, under any Loan Document shall have no obligation or responsibility remain unchanged and each other party hereto shall continue to deal solely with such participant. Any agreement Lender, which shall remain the holder of the Obligations in the Register, except that each such participant shall be entitled to the benefits of Article X, but, with respect to Section 10.1, only to the extent such participant delivers the tax forms such Lender is required to collect pursuant to subsection 10.1(f) and then only to the extent of any amount to which such participation is granted Lender would be entitled in the absence of any such grant or participation, provided, however, that in no case shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, a participant have the right to approve enforce any amendment, modification or waiver of the terms of any provision Loan Document, (iii) the consent of the such participant shall not be required (either directly, as a restraint on such Lender’s ability to consent hereunder or otherwise) for any amendments, waivers or consents with respect to any Loan Documents, except that such agreement may provide that Document or to exercise or refrain from exercising any powers or rights such Lender will not agree to any modification, amendment may have under or waiver in respect of the Loan Documents that would reduce (including the amount right to enforce or direct enforcement of the Obligations), except for those described in clauses (ii), (iii) and (vi) of subsection 9.1(a) with respect to amounts, or postpone any dates fixed date for payment of any Obligation in amounts, to which such participant has an interestwould otherwise be entitled. Any party to which such Each Lender that sells a participation has been granted shall have shall, acting solely for this purpose as an agent of the benefits Borrower, maintain a register meeting the requirements of Section 1.11, Section 10.3, and Section 12.1 hereof (subject to the requirements and limitations therein, including the requirements under Section 12.1(g) (it being understood that the documentation required under Section 12.1(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b§5f.103-1(c) of this Sectionthe United States Treasury Regulations on which it enters in book entry form the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Term Loans or other obligations under the Loan Documents (the “Participant Register”); provided that such participant (A) agrees no Lender shall have any obligation to be subject to disclose all or any portion of the provisions of Section 12.1(g) as if it were an assignee under Section 12.12(a); and (B) shall not be entitled to receive any greater payment under Sections 10.3 or 12.1, with respect Participant Register to any participation, than Person (including the identity of any participant or any information relating to a Participant’s interest in any Loans or its participating Lender would have been entitled to receive, other obligations under any Loan Document) except to the extent that such entitlement disclosure is necessary to receive a greater payment results from a Change establish that such Term Loan or other obligation is in Law that occurs after registered form under Section 5f.103-1(c) of the participant acquired United States Treasury Regulations. Unless otherwise required by the applicable participationIRS, any disclosure required by the foregoing sentence shall be made by the relevant Lender directly and solely to the IRS. The Borrower and each Guarantor authorizes each Lender to disclose to any participant or prospective participant under this Section 12.11 any financial or other information pertaining to each Guarantor, entries in the Borrower or any Subsidiary, provided that such participant or prospective participant Participant Register shall be subject 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 the Loan Documents notwithstanding any notice to the provisions of Section 12.25contrary.

Participants. Each Lender Bank shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made by such Bank and Reimbursement Obligations and/or Commitments credit risks in Letters of Credit held by such Lender Bank at any time and from time to time to one or more other Persons; financial institutions, provided that no such participation shall relieve any Lender of any of its obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided or any other Loan Document (the participant's rights against the Bank granting its participation to be those set forth in this Section 12.11the participation agreement between the participant and such Bank); PROVIDED, and FURTHER, that no Bank shall transfer or grant any participation under which the Administrative Agent participant shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right rights to approve any amendment, modification amendment to or waiver of this Agreement or any provision of other loan Document except to the Loan Documents, except that extent such agreement may provide that such Lender will not agree to any modification, amendment or waiver of would extend the Loan Documents that would reduce the amount of or postpone any fixed date for payment final scheduled maturity of any Obligation Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Termination Date) in which such participant has an interest. Any party to which such is participating, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation has been granted shall have over the benefits of Section 1.11, Section 10.3, and Section 12.1 hereof (subject to the requirements and limitations therein, including the requirements under Section 12.1(g) amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the documentation required under Section 12.1(g) Commitment or of a mandatory prepayment shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be delivered to permitted without the participating Lender)) to consent of any participant if the same extent participant's participation is not increased as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that result thereof. Each such participant (A) agrees to be subject to the provisions of Section 12.1(g) as if it were an assignee under Section 12.12(a); and (B) Bank selling a participation shall not be entitled to receive any greater payment under the benefits of Sections 10.3 or 12.12.3(d), with respect to any participation, than its participating Lender would have been entitled to receive, except 3 and 4.8 hereof to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participation. The Borrower and each Guarantor authorizes each Lender to disclose to any participant or prospective participant under this Section 12.11 any financial or other information pertaining to each Guarantor, the Borrower or any Subsidiary, provided that Bank would have been so entitled had no such participant or prospective participant shall be subject to the provisions of Section 12.25participation been sold.

Participants. Each Lender shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement Obligations and/or Commitments held by such Lender at any time and from time to time to one or more other PersonsPersons (other than natural persons); provided that no such participation shall relieve any Lender of any of its obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 12.1113.10, and the Administrative Agent and the Collateral Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower Borrowers under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 1.11, Section 10.3, 1.10 and Section 12.1 hereof (subject 10.3 hereof; provided, that any payment shall be limited to the requirements and limitations therein, including the requirements under Section 12.1(g) (it being understood amount that the documentation required under Section 12.1(g) shall would be delivered payable to the participating Lender)) to Lender if there were no participation. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the same extent as if Borrowers, maintain a register on which it were a Lender enters the name and had acquired its interest by assignment pursuant to paragraph address of each participant and the principal amounts (band stated interest) of this Sectioneach participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that such no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant (Aor any information relating to a participant's interest in any Commitments, Loans, or its other obligations under any Loan Document) agrees to be subject to the provisions of Section 12.1(g) as if it were an assignee under Section 12.12(a); and (B) shall not be entitled to receive any greater payment under Sections 10.3 or 12.1, with respect to any participation, than its participating Lender would have been entitled to receive, Person except to the extent that such entitlement disclosure is necessary to receive a greater payment results from a Change establish that such Commitment, Loan, or other obligation is in Law that occurs after registered form under Section 5f.103-1(c) of the participant acquired the applicable participationUnited States Treasury Regulations. The Borrower entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Guarantor authorizes each Lender 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 disclose to any participant or prospective participant under this Section 12.11 any financial or other information pertaining to each Guarantorthe contrary. For the avoidance of doubt, the Borrower or any Subsidiary, provided that such participant or prospective participant Administrative Agent (in its capacity as Administrative Agent) shall be subject to the provisions of Section 12.25have no responsibility for maintaining a Participant Register.

Participants. Each Lender Bank shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement Obligations and/or Revolving Credit Commitments (and, if relevant, Swing Line Commitment) held by such Lender Bank at any time and from time to time to one or more other PersonsPersons which constitute financial institutions, insurance companies or other commercial lenders; provided that no such participation shall relieve any Lender Bank of any of its obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 12.1114.11, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower and Guarantors under this Agreement and the other Loan Credit Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Loan Credit Documents, except that such agreement may provide that such Lender Bank will not agree to any modification, amendment or waiver of the Loan Credit Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 1.11, Section 10.3, 3.6 and Section 12.1 hereof (subject to the requirements and limitations therein, including the requirements under Section 12.1(g) (it being understood that the documentation required under Section 12.1(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section11.3 hereof; provided that such no participant (A) agrees to be subject to the provisions of Section 12.1(g) as if it were an assignee under Section 12.12(a); and (B) shall not be entitled to receive any greater payment more under such Sections 10.3 or 12.1, with respect to any participation, than its participating Lender the Bank granting such participation would have received had the participation not been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participationgranted. The Borrower and each Guarantor authorizes each Lender Bank to disclose to any participant or prospective participant under this Section 12.11 14.11 or to any assignee or prospective assignee under Section 14.12 hereof any financial or other information pertaining to each Guarantor, the Borrower or any SubsidiaryGuarantor if such Bank has obtained the written agreement of such participant, provided that such participant prospective participant, assignee or prospective participant shall assignee to be subject to bound by the provisions of Section 12.2514.18 hereof.

Participants. Each In addition to the other rights provided in this Section 14.2 each Lender shall have may, without notice to or consent from the right at its own cost to grant Agent or Borrower, sell participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement Obligations and/or Commitments held by such Lender at any time and from time to time to one or more other PersonsPersons in or to all or a portion of its rights and obligations under the Loan Documents (including all its rights and obligations with respect to the Advances); provided that no such participation shall relieve any Lender provided, however, that, whether as a result of any term of its obligations under this Agreementany Loan Document or of such participation, and, provided, further that (i) no such participant shall have a commitment, or be deemed to have made an offer to commit, to make Advances hereunder, and none shall be liable for any obligation of such Lender hereunder and such Lender shall remain liable for the making of all Advances hereunder, (ii) such Lender’s rights under this Agreement except as provided in this Section 12.11and obligations, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right rights and responsibility to enforce the obligations of the Borrower under this Agreement Loan Parties and the Secured Parties towards such Lender, under any Loan Document shall remain unchanged and each other Loan Documents includingparty hereto shall continue to deal solely with such Lender, without limitation, which shall remain the right to approve any amendment, modification or waiver of any provision holder of the Loan DocumentsObligations in the Register, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which each such participant has an interest. Any party shall be entitled to which such a participation has been granted shall have the benefits benefit of Section 1.1116, but, with respect to Section 10.316.1, and Section 12.1 hereof (subject only to the requirements and limitations therein, including extent such participant delivers the requirements under Tax forms required pursuant to Section 12.1(g16.1(f) (it being understood that the documentation required under Section 12.1(g) thereunder shall be delivered to the participating Lender)) and then only to the same extent as if it were of any amount to which such Lender would be entitled in the absence of any such participation, provided, however, that in no case shall a Lender and had acquired its interest by assignment pursuant participant have the right to paragraph enforce any of the terms of any Loan Document, (biii) of this Section; provided that each such participant (A) agrees to shall be subject to the provisions of Section 12.1(g14.3 and Section 16.1(e) as if it were an assignee under Section 12.12(a); 14.2(b) and (Biv) the consent of such participant shall not be entitled required (either directly, as a restraint on such Lender’s ability to receive consent hereunder or otherwise) for any greater payment under Sections 10.3 amendments, waivers or 12.1, consents with respect to any participationLoan Document or to exercise or refrain from exercising any powers or rights such Lender may have under or in respect of the Loan Documents (including the right to enforce or direct enforcement of the Obligations), except that the agreement pursuant to which the Lender sells such participation may provide that such Lender will not, without the consent of such participant, agree to any amendments, waivers or consents described in clauses (ii) and (iii) of Section 15.1 (with respect to amounts, or dates fixed for payment of amounts, to which such participant would otherwise be entitled) or those described in clause (vii) of Section 15.1(a). Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Advances 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 such Advance, Closing Date Advance Commitment or obligations under any Loan Document) to any Person other than its participating Lender would have been entitled to receive, the Agent except to the extent that such entitlement disclosure is necessary to receive establish that such Advance or obligation is in registered form under Section 5f.l03-l(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 Agent (in its capacity as the Agent) shall have no responsibility for maintaining a greater payment results from Participant Register. Notwithstanding anything else to the contrary provided herein, no Lender shall be permitted to sell participations with respect to Advances to a Change in Law that occurs after Disqualified Person. Each Lender shall be entitled to rely conclusively on a representation of the participant acquired in the applicable participation. The Borrower and each Guarantor authorizes each Lender to disclose to any participant or prospective participant under this Section 12.11 any financial or other information pertaining to each Guarantor, the Borrower or any Subsidiary, provided participation agreement that such participant or prospective participant shall be subject to is not a Disqualified Person, provided, that such reliance by such Lender is in good faith and reasonable under the provisions circumstances existing at the time of Section 12.25such participation.

Participants. Each Lender Bank shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made made, and/or Revolving Credit Commitment and participations in L/Cs and Reimbursement Obligations and/or Commitments held held, by such Lender Bank at any time and from time to time time, and to assign its rights under such Loans, participations in L/Cs and Reimbursement Obligations or the Notes evidencing such Loans to one or more other Persons; provided that no such participation shall relieve any Lender Bank of any of its obligations under this Agreement, and, provided, further that no such participant shall have and any rights under this Agreement except as provided in this Section 12.11, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation or assignment of a Note or the rights thereunder is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower Company under this Agreement and the other Loan Documents Documents, including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Loan Documentsthereof, except that such agreement may provide that such Lender Bank will not agree without the consent of such participant or assignee to any modification, amendment or waiver of the Loan Documents this Agreement that would (A) increase any Revolving Credit Commitment of such Lender, or (B) reduce the amount of or postpone any fixed the date for payment of any principal of or interest on any Loan or Reimbursement Obligation or of any fee payable hereunder in which such participant or assignee has an interestinterest or (C) reduce the interest rate applicable to any Loan or other amount payable in which such participant or assignee has an interest or (D) release any collateral security for or guarantor for any of the Company's indebtedness, obligations and liabilities under the Loan Documents, and provided further that no such assignee or participant shall have any rights under this Agreement except as provided in this Section 11.15, and the Agent shall have no obligation or responsibility to such participant or assignee, except that nothing herein provided is intended to affect the rights of an assignee of a Note to enforce the Note assigned. Any party to which such a participation or assignment has been granted shall have the benefits of Section 1.111.10, Section 10.3, 9.3 and Section 12.1 9.4 hereof (subject to the requirements and limitations therein, including the requirements under Section 12.1(g) (it being understood that the documentation required under Section 12.1(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such participant (A) agrees to be subject to the provisions of Section 12.1(g) as if it were an assignee under Section 12.12(a); and (B) but shall not be entitled to receive any greater payment under Sections 10.3 any such Section than the Bank granting such participation or 12.1, with respect to any participation, than its participating Lender assignment would have been entitled to receive, except receive with respect to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participation. The Borrower and each Guarantor authorizes each Lender to disclose to any participant or prospective participant under this Section 12.11 any financial or other information pertaining to each Guarantor, the Borrower or any Subsidiary, provided that such participant or prospective participant shall be subject to the provisions of Section 12.25rights transferred.

Participants. Each Lender shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement Obligations and/or Commitments held by such Lender at any time and from time to time to one or more other PersonsPersons (other than natural persons); provided that no such participation shall relieve any Lender of any of its obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 12.1113.10, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 1.11, Section 10.3, 1.10 and Section 12.1 hereof (subject 10.3 hereof; provided, that any payment shall be limited to the requirements and limitations therein, including the requirements under Section 12.1(g) (it being understood amount that the documentation required under Section 12.1(g) shall would be delivered payable to the participating Lender)) to Lender if there were no participation. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the same extent as if Borrower, maintain a register on which it were a Lender enters the name and had acquired its interest by assignment pursuant to paragraph address of each participant and the principal amounts (band stated interest) of this Sectioneach participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that such no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant (Aor any information relating to a participant’s interest in any Commitments, Loans, or its other obligations under any Loan Document) agrees to be subject to the provisions of Section 12.1(g) as if it were an assignee under Section 12.12(a); and (B) shall not be entitled to receive any greater payment under Sections 10.3 or 12.1, with respect to any participation, than its participating Lender would have been entitled to receive, Person except to the extent that such entitlement disclosure is necessary to receive a greater payment results from a Change establish that such Commitment, Loan, or other obligation is in Law that occurs after registered form under Section 5f.103-1(c) of the participant acquired the applicable participationUnited States Treasury Regulations. The Borrower entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Guarantor authorizes each Lender 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 disclose to any participant or prospective participant under this Section 12.11 any financial or other information pertaining to each Guarantorthe contrary. For the avoidance of doubt, the Borrower or any Subsidiary, provided that such participant or prospective participant Administrative Agent (in its capacity as Administrative Agent) shall be subject to the provisions of Section 12.25have no responsibility for maintaining a Participant Register.

Participants. Each Lender shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement Obligations and/or Commitments held by such Lender at any time and from time to time to one or more other Persons; provided that (a) no such participation shall relieve any Lender of any of its obligations under this Agreement, and, provided, further that (b) no such participant shall have any rights under this Agreement except as provided in this Section 12.1113.11, and (c) the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interestinterest (subject to the proviso in Section 13.13(i)). Any party to which such a participation has been granted shall have the benefits of Section 1.111.12, Section 10.3, 10.3 and Section 12.1 13.1 hereof and to the extent permitted by law, Section 13.16 hereof (subject to the requirements terms of Section 13.7 hereof) (in each case, subject to obligations and limitations therein, including of such Sections (and the requirements under Section 12.1(g) (compliance of such participant therewith as if it being understood that the documentation required under Section 12.1(g) shall be delivered to the participating were a Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph Section 13.12 hereof) (bit being understood that the documentation required under Section 13.1(e) hereof shall be delivered to the Lender who sells the participation). Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of this Sectioneach participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that such no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant (Aor any information relating to a participant’s interest in any commitments, loans or its other obligations under any Loan Document) agrees to be subject to the provisions of Section 12.1(g) as if it were an assignee under Section 12.12(a); and (B) shall not be entitled to receive any greater payment under Sections 10.3 or 12.1, with respect to any participation, than its participating Lender would have been entitled to receive, Person except to the extent that such entitlement disclosure is necessary to receive a greater payment results from a Change establish that such commitment, loan or other obligation is in Law that occurs after registered form under Section 5f.103-1(c) of the participant acquired the applicable participationUnited States Treasury Regulations. The Borrower entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Guarantor authorizes each Lender 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 disclose the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. Notwithstanding anything to any participant or prospective participant under the contrary in this Section 12.11 any financial or other information pertaining 13.11, no such participation shall be made to each Guarantor, the Borrower or any Subsidiaryof its Affiliates or Subsidiaries, provided a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of one or more natural persons), or a Defaulting Lender or a Person that such participant or prospective participant shall would be subject to the provisions of Section 12.25a Defaulting Lender if it were a Lender.

Participants. Each In addition to the other rights provided in this Section 10.2, each Lender shall have may without notice to or consent from the right at its own cost to grant Administrative Agent or the Borrowers, sell participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement Obligations and/or Commitments held by such Lender at any time and from time to time to one or more other PersonsPersons in or to all or a portion of its rights and obligations under the Loan Documents; provided that no such participation shall relieve any Lender provided, however, that, whether as a result of any term of its obligations under this Agreementany Loan Document or of such grant or participation, and, provided, further that (i) no such participant shall have a commitment, or be deemed to have made an offer to commit, to make any rights under this Agreement Loan hereunder, and, except as provided in this Section 12.11the applicable option agreement, none shall be liable for any obligation of such Lender hereunder, (ii) such Lender’s rights and obligations, and the Administrative Agent rights and obligations of the Loan Parties and the Secured Parties towards such Lender, under any Loan Document shall have no obligation or responsibility remain unchanged and each other party hereto shall continue to deal solely with such participant. Any agreement Lender, which shall remain the holder of the Obligations in the Register, except that (A) each such participant shall be entitled to the benefit of Sections 2.11 and 2.12, but only to the extent such participant delivers the tax forms such Lender is required to collect pursuant to Section 2.12(a) and then only to the extent of any amount to which such participation is granted Lender would be entitled in the absence of any such grant or participation; provided, however, that in no case shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, such participant have the right to approve enforce any amendment, modification or waiver of the terms of any provision Loan Document, and (iii) the consent of the such participant shall not be required (either directly, as a restraint on such Lender’s ability to consent hereunder or otherwise) for any amendments, waivers or consents with respect to any Loan Documents, except that such agreement may provide that Document or to exercise or refrain from exercising any powers or rights such Lender will not agree to any modification, amendment may have under or waiver in respect of the Loan Documents that would reduce (including the amount right to enforce or direct enforcement of the Obligations), except for those described in clauses (ii) and (iii) of Section 10.1(a) with respect to amounts, or postpone any dates fixed date for payment of any Obligation in amounts, to which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of would otherwise be entitled and, except for those described in Section 1.11, Section 10.3, and Section 12.1 hereof (subject to the requirements and limitations therein, including the requirements under Section 12.1(g10.1(a)(iv) (it being understood that the documentation required under Section 12.1(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender or amendments, consents and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such participant (A) agrees to be subject to the provisions of Section 12.1(g) as if it were an assignee under Section 12.12(a); and (B) shall not be entitled to receive any greater payment under Sections 10.3 or 12.1, waivers with respect to any participation, than its participating Lender would have been entitled Section 9.10 to receive, except to release all or substantially all of the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participation. The Borrower and each Guarantor authorizes each Lender to disclose to any participant or prospective participant under this Section 12.11 any financial or other information pertaining to each Guarantor, the Borrower or any Subsidiary, provided that such participant or prospective participant shall be subject to the provisions of Section 12.25Collateral).

Participants. Each Lender Bank shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made made, and/or Revolving Credit Commitment and participations in L/Cs, Bond L/Cs, Bond Reimbursement Obligations and Reimbursement Obligations and/or Commitments held held, by such Lender Bank at any time and from time to time time, and to assign its rights under such Loans, participations in L/Cs, Bond L/Cs, Bond Reimbursement Obligations and Reimbursement Obligations or the Notes evidencing such Loans to one or more other Persons; provided that no such participation shall relieve any Lender Bank of any of its obligations under this Agreement, and, provided, further that no such participant shall have and any rights under this Agreement except as provided in this Section 12.11, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation or assignment of a Note or the rights thereunder is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower Company under this Agreement and the other Loan Documents Documents, including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Loan Documentsthereof, except that such agreement may provide that such Lender Bank will not agree without the consent of such participant or assignee to any modification, amendment or waiver of the Loan Documents this Agreement that would (A) increase any Revolving Credit Commitment of such Lender, or (B) reduce the amount of or postpone any fixed the date for payment of any principal of or interest on any Loan, Bond Reimbursement Obligation or Reimbursement Obligation or of any fee payable hereunder in which such participant or assignee has an interestinterest or (C) reduce the interest rate applicable to any Loan or other amount payable in which such participant or assignee has an interest or (D) release any collateral security for or guarantor for any of the Company’s indebtedness, obligations and liabilities under the Loan Documents, and provided further that no such assignee or participant shall have any rights under this Agreement except as provided in this Section 11.15, and the Agent shall have no obligation or responsibility to such participant or assignee, except that nothing herein provided is intended to affect the rights of an assignee of a Note to enforce the Note assigned. Any party to which such a participation or assignment has been granted shall have the benefits of Section 1.111.10, Section 10.3, 9.3 and Section 12.1 9.4 hereof (subject to the requirements and limitations therein, including the requirements under Section 12.1(g) (it being understood that the documentation required under Section 12.1(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such participant (A) agrees to be subject to the provisions of Section 12.1(g) as if it were an assignee under Section 12.12(a); and (B) but shall not be entitled to receive any greater payment under Sections 10.3 any such Section than the Bank granting such participation or 12.1, with respect to any participation, than its participating Lender assignment would have been entitled to receive, except receive with respect to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participation. The Borrower and each Guarantor authorizes each Lender to disclose to any participant or prospective participant under this Section 12.11 any financial or other information pertaining to each Guarantor, the Borrower or any Subsidiary, provided that such participant or prospective participant shall be subject to the provisions of Section 12.25rights transferred.

Participants. (a) Each Lender shall have the right at its own cost to grant participations to Eligible Assignees (to be evidenced by one or more agreements or certificates of participationeach, a “Participant”) in the Loans made and Reimbursement Obligations and/or Commitments held by such Lender at any time and from time to time to one or more other Personsthat are not natural persons; provided that no such participation shall relieve any Lender of any of its obligations under this Agreement, Agreement or under any Facility Loan Document or Collateral Documents and, provided, further that no such participant Participant shall have any rights under this Agreement Agreement, any Facility Loan Document or Collateral Documents except as provided in this Section 12.11Section, and the Administrative Agent and Borrower shall have no obligation or responsibility to such participantParticipant. Any agreement pursuant to which such participation is granted shall provide that the Lender granting Lender such participation shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement Agreement, the Facility Loan Documents and the other Loan Collateral Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the this Agreement, Facility Loan Documents and Collateral Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of this Agreement, the Facility Loan Documents or Collateral Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation Program Debt in which such participant has an interest. Any party Participant to which such a participation has been granted in accordance with the terms hereof shall have the benefits of Section 1.11comparable to the funding indemnity and increased costs provisions set forth in Sections 2.3.6, Section 10.32.3.7, and Section 12.1 hereof (subject to 2.3.8 of the requirements and limitations therein, including the requirements under Section 12.1(g) (it being understood that the documentation required under Section 12.1(g) shall be delivered to the participating Lender)Facility Loan Agreement form attached hereto as Exhibit B) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this SectionSection 4.2 hereof; provided that such participant (A) agrees to be subject to the provisions of Section 12.1(g) as if it were an assignee under Section 12.12(a); and (B) Participant shall not be entitled to receive any greater payment under the indemnification of each Facility Loan Document (which indemnification provisions are comparable to Sections 10.3 or 12.12.3.6, 2.3.7, and 2.3.8 of the Facility Loan Agreement form attached hereto as Exhibit B), with respect to any participation, than its participating Lender would have been entitled to receive. (b) Each Lender that sells a participation in accordance with the terms hereof shall, except acting solely for this purpose as an agent of Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant's interest in the Facility Loans or other obligations under any Facility Loan Document (the “Participant Register”). The Participant Register shall be available for inspection by Borrower. 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 and each Facility Loan Document notwithstanding any notice to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after contrary. For the participant acquired the applicable participation. The Borrower and each Guarantor authorizes each Lender to disclose to any participant or prospective participant under this Section 12.11 any financial or other information pertaining to each Guarantoravoidance of doubt, the Borrower or any Subsidiary, provided that such participant or prospective participant Administrative Agent (in its capacity as Administrative Agent) shall be subject to the provisions of Section 12.25have no responsibility for maintaining a Participant Register.

Participants. Each Lender shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement Obligations and/or Revolving Credit Commitments held by such Lender at any time and from time to time to one or more other Persons; provided that (a) no such participation shall relieve any Lender of any of its obligations under this Agreement, and, provided, further that (b) no such participant shall have any rights under this Agreement except as provided in this Section 12.1113.11, and (c) the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the each Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 1.111.12, Section 10.3, 10.3 and Section 12.1 13.1 hereof (subject to the requirements obligations and limitations therein, including of such Sections (and the requirements under Section 12.1(g) (compliance of such participant therewith as if it being understood that the documentation required under Section 12.1(g) shall be delivered to the participating were a Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph Section 13.12 hereof) (bit being understood that the documentation required under Section 13.1(e) hereof shall be delivered to the Lender who sells the 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 this Sectioneach participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that such no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant (Aor any information relating to a participant’s interest in any commitments, loans or its other obligations under any Loan Document) agrees to be subject any Person except to the provisions extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. Notwithstanding anything to the contrary in this Section 12.1(g) as 13.11, no such participation shall be made to any Borrower or any of their Affiliates or Subsidiaries, a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of one or more natural persons), or a Defaulting Lender or a Person that would be a Defaulting Lender if it were an assignee under Section 12.12(aa Lender. Notwithstanding the preceding paragraph, any Farm Credit Lender that (i) has purchased a participation from any Lender that is a Farm Credit Lender in the minimum amount of $5,000,000.00 on or after the Closing Date, (ii) is, by written notice to the U.S. Borrower and the Administrative Agent (a “Voting Participant Notification”); , designated by the selling Lender as being entitled to be accorded the rights of a voting participant hereunder (any Farm Credit Lender so designated being called a “Voting Participant”) and (Biii) receives the prior written consent of the U.S. Borrower and the Administrative Agent to become a Voting Participant, shall be entitled to vote (and the voting rights of the selling Lender shall be correspondingly reduced), on a dollar for dollar basis, as if such Voting Participant were a Lender, on any matter requiring or allowing a Lender to provide or withhold its consent, or to otherwise vote on any proposed action, in each case, in lieu of the vote of the selling Lender; provided, however, that if such Voting Participant has at any time failed to fund any portion of its participation when required to do so and notice of such failure has been delivered by the selling Lender to the Administrative Agent, then until such time as all amounts of its participation required to have been funded have been funded and notice of such funding has been delivered by the selling Lender to the Administrative Agent, such Voting Participant shall not be entitled to receive any greater payment under Sections 10.3 or 12.1exercise its voting rights pursuant to the terms of this paragraph, and the voting rights of the selling Lender shall not be correspondingly reduced by the amount of such Voting Participant’s participation. Notwithstanding the foregoing, each Farm Credit Lender designated as a Voting Participant on Schedule 13.11 shall be a Voting Participant without delivery of a Voting Participant Notification and without the prior written consent of the Company and the Administrative Agent. To be effective, each Voting Participant Notification shall, with respect to any participationVoting Participant, than (A) state the full name of such Voting Participant, as well as all contact information required of an assignee, (B) state the dollar amount of the participation purchased, and (C) include such other information as may be required by the Administrative Agent. The selling Lender and the Voting Participant shall notify the Administrative Agent and the U.S. Borrower within three Business Days of any termination of, or reduction or increase in the amount of, such participation and shall promptly upon request of the Administrative Agent update or confirm there has been no change in the information set forth in Schedule 13.11 or delivered in connection with any Voting Participant Notification. Each Borrower and the Administrative Agent shall be entitled to conclusively rely on information provided by a Lender identifying itself or its participating participant as a Farm Credit Lender would without verification thereof and may also conclusively rely on the information set forth in Schedule 13.11 delivered in connection with any Voting Participant Notification or otherwise furnished pursuant to this paragraph and, unless and until notified thereof in writing by the selling Lender, may assume that there have been entitled no changes in the identity of Voting Participants, the dollar amount of participations, the contact information of the participants or any other information furnished to receive, except any Borrower or the Administrative Agent pursuant to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participationthis paragraph. The Borrower voting rights hereunder are solely for the benefit of the Voting Participants and each Guarantor authorizes each Lender to disclose shall not inure to any assignee or participant or prospective participant under this Section 12.11 any financial or other information pertaining to each Guarantor, the Borrower or any Subsidiary, provided that such participant or prospective participant shall be subject to the provisions of Section 12.25a Voting Participant.

Participants. Each Any Lender shall have may at any time, without the right at its own cost consent of, or notice to, the Borrowers, the Agents, the Issuing Banks or the Swing Line Lender sell participations to grant participations any person (to be evidenced by one other than a natural person, Borrower or more agreements any of Borrower's Affiliates or certificates of participationSubsidiaries or any Permitted Holder or a Permitted Holder's Affiliates) (each, a "Participant") in all or a portion of such Lender's rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans made and Reimbursement Obligations and/or Commitments held by such Lender at any time and from time owing to time to one or more other Personsit); provided that no (i) such participation Lender's obligations under this Agreement shall relieve any remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of any of its such obligations and (iii) Borrowers, Agents and the Lenders and Issuing Banks shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 12.11, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement or instrument pursuant to which a Lender sells such a participation is granted shall provide that the granting such Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right and to approve any amendment, modification or waiver of any provision of the Loan Documents, except ; provided that such agreement or instrument may provide that such Lender will not not, without the consent of the Participant, agree to any modificationamendment, amendment modification or waiver described in the first proviso to Section 10.09(b) that affects such Participant. Subject to paragraph (e) of the Loan Documents this Section, each Borrower agrees that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party each Participant shall be entitled to which such a participation has been granted shall have the benefits of Section 1.11Sections 2.08(e), Section 10.32.15, 2.16 and Section 12.1 hereof 2.17 (subject to the requirements and limitations therein, including the requirements under Section 12.1(g) (it being understood that the documentation required under Section 12.1(g) shall be delivered to the participating Lender)of those Sections) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; . To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.06 as though it were a Lender, provided that such participant (A) Participant agrees to be subject to the provisions of Section 12.1(g) 2.19 as if though it were an assignee under Section 12.12(a); and (B) shall not be entitled to receive any greater payment under Sections 10.3 or 12.1, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participation. The Borrower and each Guarantor authorizes each Lender to disclose to any participant or prospective participant under this Section 12.11 any financial or other information pertaining to each Guarantor, the Borrower or any Subsidiary, provided that such participant or prospective participant shall be subject to the provisions of Section 12.25Lender.