Common use of Participants Clause in Contracts

Participants. Any Lender may at any time, without the consent of, or notice to, Borrower or Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or Borrower or any of Borrower’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 owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of 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, each Lender shall be responsible for the indemnity under Section 9.6 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso of Section 11.11 that affects such Participant. ▇▇▇▇▇▇▇▇ agrees that each Participant shall be entitled to the benefits of Sections 3.1 through 3.4 and 3.6 (subject to the requirements and limitations therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant Section 11.10; provided that such Participant (A) agrees to be subject to the provisions of Section 2.15 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, 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 acquired the applicable participation. Each Lender that sells a participation agrees, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 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. Any Each Lender may 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, without the consent of, time and from time to time to one or notice to, Borrower or Administrative Agent, sell participations to any Person (more 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 Borrower or any of Borrower’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 owing to it)Persons; provided that (i) no such Lender’s obligations under this Agreement participation shall remain unchanged, (ii) such relieve any Lender shall remain solely responsible to the other parties hereto for the performance of 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 any of its obligations under this Agreement. For , and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 12.11, and the avoidance of doubt, each Lender Administrative Agent shall be responsible for the indemnity under Section 9.6 with respect have no obligation or responsibility to any payments made by such Lender to its Participant(s)participant. Any agreement or instrument pursuant to which a Lender sells such a participation is granted shall provide that such 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 this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in the proviso of Section 11.11 that affects which such Participantparticipant has an interest. ▇▇▇▇▇▇▇▇ agrees that each Participant Any party to which such a participation has been granted shall be entitled to have the benefits of Sections 3.1 through 3.4 Section 1.11, Section 10.3, and 3.6 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 Section 11.10to paragraph (b) of this Section; provided that such Participant participant (A) agrees to be subject to the provisions of Section 2.15 12.1(g) as if it were an assignee under paragraph (b) of this SectionSection 12.12(a); and (B) shall not be entitled to receive any greater payment under Sections 3.1, 3.2 10.3 or 3.612.1, 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 participant acquired the applicable participation. Each 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 sells a participation agrees, at ▇▇▇▇▇▇▇▇’s request and expense, such participant or prospective participant shall be subject to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 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 Register12.25.

Participants. (a) Any Lender may at any timeBank may, without the consent ofof the Applicant, the Administrative Agent or notice to, Borrower or Administrative Agentthe Issuing Bank, sell participations to any Person one or more banks or other entities (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 Borrower or any of Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such LenderBank’s rights and/or and obligations under this Agreement (including all or a portion of its Commitment and/or and the Loans LC Disbursements owing to it); provided that (iA) such LenderBank’s obligations under this Agreement shall remain unchanged, (iiB) such Lender Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, obligations and (iiiC) Borrowerthe Applicant, the Administrative Agent, the L/C Issuers Issuing Bank and Lenders the other Banks shall continue to deal solely and directly with such Lender Bank in connection with such LenderBank’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.6 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender Bank sells such a participation shall provide that such Lender Bank shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender Bank will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso of Section 11.11 8.9(i) that affects such Participant. ▇▇▇▇▇▇▇▇ Subject to paragraph (c)(ii) of this Section, the Applicant agrees that each Participant shall be entitled to the benefits of Sections 3.1 through 3.4 8.1 and 3.6 (subject to the requirements and limitations therein) 9.15 to the same extent as if it were a Lender Bank and had acquired its interest by assignment pursuant Section 11.10; provided that such Participant (A) agrees to be subject to the provisions of Section 2.15 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, 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 acquired the applicable participation. Each Lender that sells a participation agrees, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.14 8.2 as though it were a Lender; Bank, provided that such Participant agrees to be subject to Section 11.5 2.5(b) as though it were a LenderBank. (b) A Participant shall not be entitled to receive any greater payment under Section 8.1 or 8.15 than the applicable Bank would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Applicant’s prior written consent. A Participant that would be a Non-U.S. Bank if it were a 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 Lender Bank that sells a participation shall, acting solely for this purpose as a non-fiduciary 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 the Loans or other obligations Obligations under the Loan Documents this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender Bank shall treat each Person person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participants. (a) Any Lender may may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time, without the consent of, time sell to one or notice to, Borrower more Lenders or Administrative Agent, sell participations to any Person other financial institutions (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 Borrower or any of Borrower’s Affiliates or Subsidiaries) (each, a “ParticipantParticipants”) participating interests in all or a portion any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s rights and/or obligations under consent shall be required to approve any amendments, waivers or other modifications of this Agreement (including all or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a portion Lender of its Commitment and/or the Loans owing participating interests to it); provided that (i) a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligationsthereof, and (iii) such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, Administrative Agentthe other Lenders, the L/C Issuers and Lenders Agent 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 However, any Participant that is an affiliate of doubt, each any Lender shall be responsible for have the indemnity under Section 9.6 right to deal directly with any other Lender and Borrower with respect to any payments made by matter that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C. (b) Borrower authorizes each Lender and Agent to disclose to any Participant and any prospective Participant any and all financial information in such Lender’s or Agent’s possession concerning Borrower and any of Borrower’s Subsidiaries which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries pursuant to this Agreement or which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries in connection with such Lender’s or Agent’s credit evaluation of Borrower and Borrower’s Subsidiaries prior to entering into this Agreement. Any Participant or prospective Participant shall be subject to the confidentiality provisions of this Agreement. (c) Each Lender shall with respect to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall Participants, if any, retain the sole right to enforce this Agreement and to approve approve, without the consent of any Participant, any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to Loan Documents other than any amendment, modification or waiver described with respect to any Loan or Commitment in which such Participant has an interest which forgives principal, interest or fees (other than Agent’s fees) or reduces the proviso interest rate or fees (other than Agent’s fees) payable with respect to any such Loan or Commitment, postpones any date fixed for any regularly scheduled payment of Section 11.11 that affects principal of, or interest or fees (other than Agent’s fees) on, any such Participant. ▇▇▇▇▇▇▇▇ Loan or Commitment or releases any Guarantor. (d) Borrower agrees that each Participant shall be entitled deemed to have the benefits rights of Sections 3.1 through 3.4 and 3.6 (subject to set-off provided in subsection 11.8 hereof in respect of its participating interest in amounts owing under the requirements and limitations therein) Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, provided that each Lender shall retain the right of set-off provided in subsection 11.8 hereof with respect to the amount of participating interests sold to each Participant. Lenders agree to share with each Participant, and each Participant, by exercising the right of set-off provided in subsection 11.8 hereof, agrees to share with each Lender, any amount received pursuant to the exercise of its right of set-off, such amounts to be shared in accordance with subsection 11.8 hereof as if each Participant were a Lender. (e) Except for the sale of participating interests as described in this subsection 11.4 and the assignments as described in subsection 11.7 hereof, no Lender may sell or assign its rights and interests under this Agreement without the written consent of each Lender and had acquired its interest by assignment pursuant Section 11.10; Borrower, provided that after the occurrence of a Default or an Event of Default that has not been waived by all Lenders, Borrower’s consent to such Participant (A) agrees to be subject to the provisions of Section 2.15 as if it were an assignee under paragraph (b) of this Section; and (B) sale or assignment shall not be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, 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 acquired the applicable participation. Each Lender that sells a participation agrees, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 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 Registerrequired.

Participants. Any Each Lender may 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 Commitment and/or participations in Swing Loans held by such Lender at any time, without the consent of, time and from time to time to one or notice to, Borrower or Administrative Agent, sell participations to any Person more Persons (other than a natural Person, Person or a holding company, investment vehicle any Borrower or trust for, Guarantor or owned and operated for the primary benefit of, a natural Person, any Affiliates or Subsidiaries of any Borrower or any of Borrower’s Affiliates or SubsidiariesGuarantor) (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 owing to it); provided that (i) no such Lender’s obligations under this Agreement participation shall remain unchanged, (ii) such relieve any Lender shall remain solely responsible to the other parties hereto for the performance of 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 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 14.10, and the Administrative Agent shall have no obligation or responsibility to such participant. For Any party to which such a participation has been granted shall have the avoidance benefits of doubt, each 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 shall be responsible for the indemnity under Section 9.6 granting such participation would have been entitled to receive with respect to any payments made by such Lender to its Participant(s)the rights transferred. Any agreement or instrument pursuant to which a any Lender sells may grant such a participation participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce this Agreement and the obligations of the Borrowers hereunder including, without limitation, the right to approve any amendment, amendment or modification or waiver of any provision of this Agreement; provided that such participation agreement or instrument may provide that such Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described in the proviso of Section 11.11 this Agreement that affects such Participant. ▇▇▇▇▇▇▇▇ agrees that each Participant shall be entitled to the benefits of Sections 3.1 through 3.4 and 3.6 (subject to the requirements and limitations therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant Section 11.10; provided that such Participant would (A) agrees to be subject to increase the provisions Revolving Credit Commitment of Section 2.15 as such Lender if it were an assignee under paragraph (b) of this Section; and such increase would also increase the participant’s obligations, (B) shall not be entitled forgive any amount of or postpone 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. The Borrowers authorize each Lender to receive any greater payment under Sections 3.1, 3.2 or 3.6, with respect disclose to any participation, than its participating Lender would have been entitled to receive, except participant or prospective participant under this Section 14.10 any financial or other information pertaining to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agreesBorrowers, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 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 Lender14.21 hereof. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary an agent of ▇▇▇▇▇▇▇▇the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participants. Any Each Lender may 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 participations in L/C Obligations and Swing Loans and/or Commitments held by such Lender at any time, without the consent of, time and from time to time to one or notice to, Borrower or Administrative Agent, sell participations to any Person more other Persons (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, of a natural Person, or a Defaulting Lender, the Borrower or any of the Borrower’s Affiliates or Subsidiaries) , or a Disqualified Institutions (eachbut only to the extent that the list of Disqualified Institutions has been made available to all Lenders), 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 owing to it); provided that (i) no such Lender’s obligations under this Agreement participation shall remain unchanged, (ii) such relieve any Lender shall remain solely responsible to the other parties hereto for the performance of 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 any of its obligations under this Agreement. For , and, provided, further, that no such participant shall have any rights under this Agreement except as provided in this Section 13.11, and the avoidance of doubt, each Lender Administrative Agent shall be responsible for the indemnity under Section 9.6 with respect have no obligation or responsibility to any payments made by such Lender to its Participant(s)participant. Any agreement or instrument pursuant to which a Lender sells such a participation is granted shall provide that such the granting Lender shall retain the sole right and responsibility to enforce 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 this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Lender will notnot agree to any modification, without 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 which requires the consent of each affected Lender pursuant to clause (i) or (ii) of the Participant, agree to any amendment, modification or waiver described in the first proviso of Section 11.11 13.13(a) (subject to the other provisions of Section 13.13 including clause (b) thereof). Subject to Section 13.25 hereof, the Borrower 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 affects the list of Disqualified Institutions has been made available to all Lenders)) under this Section 13.11 any financial or other information pertaining to Holdings, 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 Participantparticipant is not an Affiliate or Related Fund of a Lender. ▇▇▇▇▇▇▇▇ agrees that each Each Participant shall be entitled to the benefits of Sections 3.1 through 3.4 and 3.6 (subject to the requirements and limitations therein) to the same extent Section 13.1 hereof as if it were a Lender and had acquired its interest by assignment Lender; provided, however, for the avoidance of doubt, the Borrower shall not, at any time, be obligated to pay additional amounts pursuant to Section 11.10; provided that such Participant (A13.1(a) agrees to be subject to the provisions of Section 2.15 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, with respect to any participation, than its participating Lender would have been entitled withholding tax that is imposed on amounts payable to receivesuch Participant at the time it acquires a participation in the Loans or Commitments made under this Agreement, except to the extent that such entitlement Participant is the Participant of a Lender who was entitled to receive a greater payment results such additional amounts from a Change in Law that occurs after the Participant acquired the applicable participationBorrower. Each Lender that sells a participation agrees, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 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 records the name and address of each Participant participant and the principal amounts (and stated interest) of each Participantparticipant’s participating interest in with respect to the Loans Loans, Commitments or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation interests hereunder 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 commitmentsensure such Loans, loans, letters of credit or its Commitments and 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 interests are in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The ), which entries in the Participant Register shall be conclusive absent manifest error. In the event a participation is granted to a Person who does not satisfy the eligibility requirements of this Section 13.11, 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 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 Registerparticipant.

Participants. Any Each Lender may 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 Commitment and/or participations in Swing Loans held by such Lender at any time, without the consent of, time and from time to time to one or notice to, Borrower or Administrative Agent, sell participations to any Person more Persons (other than a natural Person, Person or a holding company, investment vehicle any Borrower or trust for, Guarantor or owned and operated for the primary benefit of, a natural Person, any Affiliates or Subsidiaries of any Borrower or any of Borrower’s Affiliates or SubsidiariesGuarantor) (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 owing to it); provided that (i) no such Lender’s obligations under this Agreement participation shall remain unchanged, (ii) such relieve any Lender shall remain solely responsible to the other parties hereto for the performance of 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 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 14.10, and the Administrative Agent shall have no obligation or responsibility to such participant. For Any party to which such a participation has been granted shall have the avoidance benefits of doubt, each 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 shall be responsible for the indemnity under Section 9.6 granting such participation would have been entitled to receive with respect to any payments made by such Lender to its Participant(s)the rights transferred. Any agreement or instrument pursuant to which a any Lender sells may grant such a participation participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce this Agreement and the obligations of the Borrowers hereunder including, without limitation, the right to approve any amendment, amendment or modification or waiver of any provision of this Agreement; provided that such participation agreement or instrument may provide that such Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described in the proviso of Section 11.11 this Agreement that affects such Participant. ▇▇▇▇▇▇▇▇ agrees that each Participant shall be entitled to the benefits of Sections 3.1 through 3.4 and 3.6 (subject to the requirements and limitations therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant Section 11.10; provided that such Participant would (A) agrees to be subject to increase the provisions Revolving Credit Commitment of Section 2.15 as such Lender if it were an assignee under paragraph (b) of this Section; and such increase would also increase the participant’s obligations, (B) shall not be entitled forgive any amount of or postpone 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. The Borrowers authorize each Lender to receive any greater payment under Sections 3.1, 3.2 or 3.6, with respect disclose to any participation, than its participating Lender would have been entitled to receive, except participant or prospective participant under this Section 14.10 any financial or other information pertaining to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agreesBorrowers, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 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 Lender14.21 hereof. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of ▇▇▇▇▇▇▇▇the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participants. Any Each Lender may 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, without the consent of, time and from time to time to one or notice to, Borrower or Administrative Agent, sell participations to any Person more other Persons (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) (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 owing to it); provided that (i) no such Lender’s obligations under this Agreement participation shall remain unchanged, (ii) such relieve any Lender shall remain solely responsible to the other parties hereto for the performance of 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 any of its obligations under this Agreement. For , and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 12.11, and the avoidance of doubt, each Lender Administrative Agent shall be responsible for the indemnity under Section 9.6 with respect have no obligation or responsibility to any payments made by such Lender to its Participant(s)participant. Any agreement or instrument pursuant to which a Lender sells such a participation is granted shall provide that such 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 this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in the proviso of Section 11.11 that affects which such Participantparticipant has an interest. ▇▇▇▇▇▇▇▇ agrees that each Participant Any party to which such a participation has been granted shall be entitled to have the benefits of Sections 3.1 through 3.4 Section 1.11, Section 10.3, and 3.6 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 Section 11.10to paragraph (b) of this Section; provided that such Participant participant (A) agrees to be subject to the provisions of Section 2.15 12.1(g) as if it were an assignee under paragraph (b) of this SectionSection 12.12(a); and (B) shall not be entitled to receive any greater payment under Sections 3.1, 3.2 10.3 or 3.612.1, 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 participant acquired the applicable participation. Each 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 sells a participation agrees, at ▇▇▇▇▇▇▇▇’s request and expense, such participant or prospective participant shall be subject to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 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 Register12.25.

Participants. Any Lender may at any time, without the consent of, or notice to, Borrower the Borrowers, the Issuing Banks, the Swingline Lender, the Administrative Agent or Administrative Agentthe Sustainability Structuring Agents, sell participations to any Person (other than a natural Person, Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, person) or Borrower the Borrowers or any of Borrower’s the Borrowers’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s 's rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s 's obligations under this Agreement shall remain unchangedunchanged and such Lender shall not be relieved of its obligations under the Credit Documents as a result of such participation, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) Borrowersuch Lender shall remain the holder of any such Note for all purposes of this Agreement, and (iv) the Borrowers, the Administrative Agent, the L/C Issuers Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s ▇▇▇▇▇▇'s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.6 10.26.3 with respect to any payments made by such Lender to its Participant(s)Participants. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification or waiver described in the proviso of Section 11.11 10.3.2 and Section 10.3.3 that affects such Participant. ▇▇▇▇▇▇▇▇ agrees that each Participant shall be entitled to the benefits of Sections 3.1 through 3.4 and 3.6 (subject to the requirements and limitations therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant Section 11.10; provided that such Participant (A) agrees to be subject to the provisions of Section 2.15 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, 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 acquired the applicable participation. Each Lender that sells a participation agrees, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 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. Any Each Lender may 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/or Commitments held by such Lender at any time, without the consent of, time and from time to time to one or notice to, Borrower or Administrative Agent, sell participations to any Person (more 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 Borrower or any of Borrower’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 owing to it)Persons; provided that (ia) no such Lender’s obligations under this Agreement participation shall remain unchanged, (ii) such relieve any Lender shall remain solely responsible to the other parties hereto for the performance of 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 any of its obligations under this Agreement. For , (b) no such participant shall have any rights under this Agreement except as provided in this Section 13.11, and (c) the avoidance of doubt, each Lender Administrative Agent shall be responsible for the indemnity under Section 9.6 with respect have no obligation or responsibility to any payments made by such Lender to its Participant(s)participant. Any agreement or instrument pursuant to which a Lender sells such a participation is granted shall provide that such 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 this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in the proviso of Section 11.11 that affects which such Participantparticipant has an interest. ▇▇▇▇▇▇▇▇ agrees that each Participant Any party to which such a participation has been granted shall be entitled to have the benefits of Sections 3.1 through 3.4 Section 1.12, Section 10.4 and 3.6 Section 13.1 (subject to the requirements obligations and limitations thereinof such Sections (and the compliance of such participant therewith as if it were a Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 11.10; provided 13.12) (it being understood that such Participant (Athe documentation required under Section 13.1(e) agrees to shall be subject delivered to the provisions of Section 2.15 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, with respect to any Lender who sells the participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 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 ▇▇▇▇▇▇▇▇the Borrower, maintain a register on which it enters the name and address of each Participant participant and the principal amounts (and stated interest) of each Participantparticipant’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 participant or any information relating to a Participantparticipant’s interest in any commitments, loans, letters of credit 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, letter of credit loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as 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 the Borrower or any of its Affiliates or Subsidiaries, a natural person, or a Defaulting Lender or a Person that would be a Defaulting Lender if it were a Lender.

Participants. Any Each Lender may 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, without the consent of, time and from time to time to one or notice to, Borrower or Administrative Agent, sell participations to any Person more other Persons (other than a natural Personthe Parent, or a holding company, investment vehicle or trust for, or owned the Borrower and operated for the primary benefit of, a natural Person, or Borrower or any of Borrower’s Affiliates or their 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 owing to it); provided that (i) no such Lender’s obligations under this Agreement participation shall remain unchanged, (ii) such relieve any Lender shall remain solely responsible to the other parties hereto for the performance of 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 any of its obligations under this Agreement. For , and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 13.12, and the avoidance of doubt, each Lender Administrative Agent shall be responsible for the indemnity under Section 9.6 with respect have no obligation or responsibility to any payments made by such Lender to its Participant(s)participant. Any agreement or instrument pursuant to which a Lender sells such a participation is granted shall provide that such the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrowers under this Agreement and the other Loan Documents including the right to approve any amendment, modification or waiver of any provision of this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in the proviso of Section 11.11 that affects which such Participantparticipant has an interest. ▇▇▇▇▇▇▇▇ agrees that each Participant Any party to which such a participation has been granted shall be entitled to have the benefits of Sections 3.1 through 3.4 Section 1.12 and 3.6 Section 10.3 hereof (subject to the requirements and limitations therein) but to the same extent as if the Lender from which it were a Lender and had acquired purchases its interest by assignment pursuant Section 11.10; provided that such Participant (A) agrees to be subject to the provisions of Section 2.15 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be participation is entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, 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 acquired the applicable participation. Each Lender that sells a participation agrees, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 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 Lenderbenefits). 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 participant and the principal amounts (and stated interest) of each Participantparticipant’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 participant or any information relating to a Participant’s participant's interest in any commitmentsCommitments, loansLoans, letters Letters of credit 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 commitmentCommitment, loanLoan, letter Letter of credit Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participants. Any Each Lender may 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/or Commitments held by such Lender at any time, without the consent of, time and from time to time to one or notice to, Borrower or Administrative Agent, sell participations to any Person (more 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 Borrower or any of Borrower’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 owing to it)Persons; provided that (i) no such Lender’s obligations under this Agreement participation shall remain unchanged, (ii) such relieve any Lender shall remain solely responsible to the other parties hereto for the performance of 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 any of its obligations under this Agreement. For , and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section, and the avoidance of doubt, each Lender Administrative Agent shall be responsible for the indemnity under Section 9.6 with respect have no obligation or responsibility to any payments made by such Lender to its Participant(s)participant. Any agreement or instrument pursuant to which a Lender sells such a participation is granted shall provide that such the granting Lender shall retain the sole right to enforce this Agreement and responsibility to approve any amendment, modification or waiver of any provision of this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in the proviso of Section 11.11 that affects which such Participantparticipant has an interest. ▇▇▇▇▇▇▇▇ agrees that each Participant Any party to which such a participation has been granted shall be entitled to have the benefits of Sections 3.1 through 3.4 Section 1.12, Section 10.3 and 3.6 Section 13.1 (subject to the requirements obligations and limitations thereinof such Sections (and the compliance of such participant therewith as if it were a Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 11.10; provided 13.12) (it being understood that such Participant (Athe documentation required under Section 13.1(e) agrees to shall be subject delivered to the provisions of Section 2.15 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, with respect to any Lender who sells the participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 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 ▇▇▇▇▇▇▇▇the Borrower, maintain a register on which it enters the name and address of each Participant participant and the principal amounts (and stated interest) of each Participantparticipant’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 participant or any information relating to a Participantparticipant’s interest in any commitments, loans, letters of credit 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, letter of credit loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participants. Any Each Lender may 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 participations in L/C Obligations and Swing Loans and/or Commitments held by such Lender at any time, without the consent of, time and from time to time to one or notice to, Borrower or Administrative Agent, sell participations to any Person more other Persons (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, of a natural Person, or a Defaulting Lender, the Borrower or any of the Borrower’s Affiliates or Subsidiaries) , or a Disqualified Institutions (eachbut only to the extent that the list of Disqualified Institutions has been made available to all Lenders), 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 owing to it); provided that (i) no such Lender’s obligations under this Agreement participation shall remain unchanged, (ii) such relieve any Lender shall remain solely responsible to the other parties hereto for the performance of 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 any of its obligations under this Agreement. For , and, provided, further, that no such participant shall have any rights under this Agreement except as provided in this Section 13.11, and the avoidance of doubt, each Lender Administrative Agent shall be responsible for the indemnity under Section 9.6 with respect have no obligation or responsibility to any payments made by such Lender to its Participant(s)participant. Any agreement or instrument pursuant to which a Lender sells such a participation is granted shall provide that such the granting Lender shall retain the sole right and responsibility to enforce 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 this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Lender will notnot agree to any modification, without 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 which requires the consent of each affected Lender pursuant to clause (i) or (ii) of the Participant, agree to any amendment, modification or waiver described in the first proviso of Section 11.11 13.13(a) (subject to the other provisions of Section 13.13 including clause (b) thereof). Subject to Section 13.25 hereof, the Borrower 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 affects the list of Disqualified Institutions has been made available to all Lenders)) under this Section 13.11 any financial or other information pertaining to Holdings, 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 Participantparticipant is not an Affiliate or Related Fund of a Lender. ▇▇▇▇▇▇▇▇ agrees that each Each Participant shall be entitled to the benefits of Sections 3.1 through 3.4 and 3.6 (subject to the requirements and limitations therein) to the same extent Section 13.1 hereof as if it were a Lender and had acquired its interest by assignment Lender; provided, however, for the avoidance of doubt, the Borrower shall not, at any time, be obligated to pay additional amounts pursuant to Section 11.10; provided that such Participant (A13.1(a) agrees to be subject to the provisions of Section 2.15 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, with respect to any participation, than its participating Lender would have been entitled withholding tax that is imposed on amounts payable to receivesuch Participant at the time it acquires a participation in the Loans or Commitments made under this Agreement, except to the extent that such entitlement Participant is the Participant of a Lender who was entitled to receive a greater payment results such additional amounts from a Change in Law that occurs after the Participant acquired the applicable participationBorrower. Each Lender that sells a participation agrees, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 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 records the name and address of each Participant participant and the principal amounts (and stated interest) of each Participantparticipant’s participating interest in with respect to the Loans Loans, Commitments 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 commitmentsinterests hereunder, 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 which entries in the Participant Register shall be conclusive absent manifest error. In the event a participation is granted to a Person who does not satisfy the eligibility requirements of this Section 13.11, 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 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 Registerparticipant.

Participants. (a) Any Lender may Bank may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any timetime sell to one or more banks or other financial institutions ("Participants") participating interests in any Revolving Credit Loan owing to such Bank, without the consent ofany Note held by such Bank, any interest (including any Reimbursement Obligation) in any Standby L/C with respect to such Bank, any Revolving Credit Loan Commitment of such Bank, or notice to, Borrower or Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or Borrower or any of Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion interest of such Lender’s rights and/or Bank hereunder; provided, however, that upon the sale of any participating interest the selling Bank shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that no Participant's consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Bank of participating interests to a Participant, such Bank's obligations under this Agreement (including all or a portion of its Commitment and/or to the Loans owing other parties to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender Bank shall remain solely responsible to the other parties hereto for the performance of such obligationsthereof, and (iii) such Bank shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, Administrative Agentthe other Banks, the L/C Issuers and Lenders Agent shall continue to deal solely and directly with such Lender Bank in connection with such Lender’s Bank's rights and obligations under this Agreement. For However, any Participant that is an affiliate of any Bank shall have the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.6 right to deal directly with any other Bank and Borrower with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide matter that such Lender shall retain is the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision subject of this Agreement, and Banks and Borrower agree to deal directly with such affiliate Participant(s); provided provided, however, that each Bank needs to deal only with other Banks (and not such agreement or instrument may provide that such Lender will notother Banks' affiliate Participant(s)), without in those matters in which the consent of any one or more Banks is required. The rights set forth in the Participantimmediately preceding sentence shall apply only to Participants that are affiliates of any Bank, agree and such rights do not apply to any amendment, modification or waiver described in the proviso Participants that are not affiliates of Section 11.11 that affects such Participantany Bank. ▇▇▇▇▇▇▇▇ Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be entitled deemed to have the benefits right of Sections 3.1 through 3.4 and 3.6 (subject set-off provided to the requirements and limitations therein) Banks in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it were as a Lender Bank under this Agreement, any Note or any Standby L/C or participation in any Standby L/C. (b) Borrower authorizes each Bank and had acquired its interest Agent to disclose to any Participant and any prospective Participant any and all financial information in such Bank's or Agent's possession concerning Borrower and any of Borrower's Subsidiaries which has been delivered to such Bank or Agent by assignment Borrower or Borrower's Subsidiaries pursuant Section 11.10; provided that to this Agreement or which has been delivered to such Bank or Agent by Borrower or Borrower's Subsidiaries in connection with such Bank's or Agent's credit evaluation of Borrower and Borrower's Subsidiaries prior to entering into this Agreement. Any Participant (A) agrees to or prospective Participant shall be subject to the confidentiality provisions of Section 2.15 this Agreement. (c) Except for the sale of participating interests as if it were described in this subsection 11.4 and the assignments as described in subsection 11.7 hereof, no Bank may sell or assign its rights and interests under this Agreement without the written consent of each Bank and Borrower, provided that after the occurrence of a Default or an assignee under paragraph (b) Event of this Section; and (B) Default that has not been waived by all Banks, Borrower's consent to such sale or assignment shall not be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, 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 acquired the applicable participation. Each Lender that sells a participation agrees, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 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 Registerrequired.

Participants. Any Lender may Each 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 Bank at any time and from time to time, without the consent ofto one or more other banks, or notice toinsurance companies, Borrower or Administrative Agent, sell participations to any Person (commercial lenders and 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 Borrower or any of Borrower’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 owing to it)financial institutions; provided that (i) no such Lender’s obligations under this Agreement participation shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance relieve any Bank of 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 any of its obligations under this Agreement. For , and provided further that no such assignee or participant shall have any rights under this Agreement except as provided in this Section 13.11, and the avoidance of doubt, each Lender Agent shall be responsible for the indemnity under Section 9.6 with respect have no obligation or responsibility to any payments made by such Lender to its Participant(s)participant. Any agreement or instrument pursuant party to which a Lender sells such a participation has been granted shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso of Section 11.11 that affects such Participant. ▇▇▇▇▇▇▇▇ agrees that each Participant shall be entitled to have the benefits of Sections 3.1 through 3.4 Section 2.4 and 3.6 (subject to the requirements and limitations therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant Section 11.10; provided that such Participant (A) agrees to be subject to the provisions of Section 2.15 as if it were an assignee under paragraph (b) of this Section; and (B) 10.3 hereof but shall not be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, with respect to any participation, either such Section than its participating Lender the Bank granting such participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 with respect to the rights transferred. Any agreement pursuant to which any Participant. To Bank may grant such a participating interest shall provide that such Bank shall retain the extent permitted by lawsole right and responsibility to enforce the obligations of the Borrower hereunder including, each Participant also shall be entitled without limitation, the right to approve any amendment or modification or waiver of any provision of the benefits of Section 11.14 as though it were a LenderLoan Documents; provided that such Participant agrees participation agreement may provide that such Bank will not agree to be any modification, amendment or waiver of the Loan Documents that would (A) increase any Commitment of such Bank if such increase would also increase the participant’s obligations, (B) forgive any amount of or postpone the date for payment of any principal of or interest on any Loan 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. The Borrower and each Guarantor authorizes each Bank to disclose to any participant or prospective participant under this Section 13.11 any financial or other information pertaining to the Borrower or any Guarantor, 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 Register13.20 hereof.

Participants. Any Each Lender may 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 participations in L/C Obligations and Swing Loans and/or Commitments held by such Lender at any time, without the consent of, time and from time to time to one or notice to, Borrower or Administrative Agent, sell participations to any Person more other Persons (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 Borrower or any of Borrower’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 owing to itDisqualified Institutions); provided that (i) no such Lender’s obligations under this Agreement participation shall remain unchanged, (ii) such relieve any Lender shall remain solely responsible to the other parties hereto for the performance of 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 any of its obligations under this Agreement. For , and, provided, further, that no such participant shall have any rights under this Agreement except as provided in this Section 13.11, and the avoidance of doubt, each Lender Administrative Agent shall be responsible for the indemnity under Section 9.6 with respect have no obligation or responsibility to any payments made by such Lender to its Participant(s)participant. Any agreement or instrument pursuant to which a Lender sells such a participation is granted shall provide that such the granting Lender shall retain the sole right and responsibility to enforce 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 this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Lender will notnot agree to any modification, without 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 which requires the consent of each affected Lender pursuant to clause (i) or (ii) of the Participant, agree to any amendment, modification or waiver described in the first proviso of Section 11.11 that affects 13.13(a) (subject to the other provisions of Section 13.13 including clause (b) thereof). Subject to Section 13.25 hereof, the Borrower 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 13.11 any financial or other information pertaining to Holdings, 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 Participantparticipant is not an Affiliate or Related Fund of a Lender. ▇▇▇▇▇▇▇▇ agrees that each Each Participant shall be entitled to the benefits of Sections 3.1 through 3.4 and 3.6 (subject to the requirements and limitations therein) to the same extent Section 13.1 hereof as if it were a Lender and had acquired its interest by assignment Lender; provided, however, for the avoidance of doubt, the Borrower shall not, at any time, be obligated to pay additional amounts pursuant to Section 11.10; provided that such Participant (A13.1(a) agrees to be subject to the provisions of Section 2.15 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, with respect to any participation, than its participating Lender would have been entitled withholding tax that is imposed on amounts payable to receivesuch Participant at the time it acquires a participation in the Loans or Commitments made under this Agreement, except to the extent that such entitlement Participant is the Participant of a Lender who was entitled to receive a greater payment results such additional amounts from a Change in Law that occurs after the Participant acquired the applicable participationBorrower. Each Lender that sells a participation agrees, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 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 records the name and address of each Participant participant and the principal amounts (and stated interest) of each Participantparticipant’s participating interest in with respect to the Loans Loans, Commitments 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 commitmentsinterests hereunder, 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 which 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 . Notwithstanding anything herein to the contrary, no Lender shall grant participations in the Loans or Commitments to the Sponsor or any of its Affiliates that is not a Debt Fund Affiliate. For Any participation made to any Person in violation of this Section 13.11 shall be void ab initio. In the avoidance event a participation is granted to a Person who does not satisfy the eligibility requirements of doubtthis Section 13.11, Administrative Agent the Borrower shall be entitled to pursue any remedy available to it (whether at law or in its capacity as Administrative Agentequity, including specific performance to unwind such participation) shall have no responsibility for maintaining a Participant Registeragainst the Lender selling the participation and such participant.

Participants. Any Lender may Each 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/or Revolving Credit Commitment and participations in L/Cs, Bond L/Cs, Bond Reimbursement Obligations and Reimbursement Obligations held, by such Bank at any time and from time to time, without and to assign its rights under such Loans, participations in L/Cs, Bond L/Cs, Bond Reimbursement Obligations and Reimbursement Obligations or the consent of, Notes evidencing such Loans to one or notice to, Borrower or Administrative Agent, sell participations to any Person (more 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 Borrower or any of Borrower’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 owing to it)Persons; provided that (i) no such Lender’s obligations under this Agreement participation shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance relieve any Bank of 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 any of its obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.6 with respect to and any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which such participation or assignment of a Lender sells such a participation Note or the rights thereunder is granted shall provide that such the granting Lender shall retain the sole right and responsibility to enforce this Agreement and the obligations of the Company under the Loan Documents, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided thereof, except that such agreement or instrument may provide that such Lender Bank will not, not agree without the consent of the Participant, agree such participant or assignee to any amendmentmodification, modification amendment or waiver described of this Agreement that would (A) increase any Revolving Credit Commitment of such Lender, or (B) reduce the amount of or postpone 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 interest or (C) reduce the proviso 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 11.11 11.15, and the Agent shall have no obligation or responsibility to such participant or assignee, except that affects 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 Participant. ▇▇▇▇▇▇▇▇ agrees that each Participant a participation or assignment has been granted shall be entitled to have the benefits of Sections 3.1 through 3.4 Section 1.10, Section 9.3 and 3.6 (subject to the requirements and limitations therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant Section 11.10; provided that such Participant (A) agrees to be subject to the provisions of Section 2.15 as if it were an assignee under paragraph (b) of this Section; and (B) 9.4 hereof but shall not be entitled to receive any greater payment under Sections 3.1, 3.2 any such Section than the Bank granting such participation or 3.6, with respect to any participation, than its participating Lender assignment would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 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 Registerrights transferred.

Participants. Any Following the Closing Date, each Lender may at any time, without the consent of, or notice to, Borrower or Administrative Agent, sell participations to any Person one or more banks, financial institutions or other Persons (other than a natural Personpersons, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or Borrower or any of Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s its rights and/or and obligations under this Agreement (including all without the consent of the Borrower, the Administrative Agent or a portion of its Commitment and/or the Loans owing to it)any other Person; provided that that, the participant shall not become a Lender (but shall, pursuant to the terms of the sale of such participation, be obligated to comply with Section 13.30 hereof as if the participant were a Lender) and (i) such Lender’s obligations under this Agreement (including its Commitment) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto Borrower for the performance of such obligations, and (iii) Borrower, Administrative Agent, the L/C Issuers and Lenders Borrower 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, each Lender (iv) no participant shall be responsible for the indemnity under Section 9.6 with respect to have any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification amendment or waiver of any provision of this Agreement; provided , or any consent to any departure by any Person therefrom, except that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described of the Credit Documents, without such participant’s consent, that would (a) increase the Commitments of such participant, (b) reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest (provided that, no participant’s consent shall be required for the rescission of any default interest imposed pursuant to Section 2.8), or (c) release all or substantially all of the Collateral or value of the Guarantees (except as otherwise provided for in the proviso Credit Documents), and for the avoidance of Section 11.11 that affects such Participant. ▇▇▇▇▇▇▇▇ agrees that each Participant doubt, no participant shall have any rights with respect to waivers of defaults or Events of Default and (v) any participation shall be entitled in a pro rata proportion of such Lenders’ rights and obligations with respect to all of the Loans and Commitments held by such Lender. Any party to which such a participation has been granted shall have the benefits of Section 2.10 and Section 11.3 hereof except that any amount paid to such party under either such section shall not exceed the amount that would have been paid to such Lender in such circumstance. Any party to which such a participation has been granted shall have the benefits and requirements of Sections 3.1 13.1 through 3.4 and 3.6 13.10 (subject it being understood that the documentation required under Section 13.5 shall be delivered to the requirements and limitations thereinparticipating Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 11.1013.18; provided that such Participant (A) agrees to be subject to the provisions of Section 2.15 as if it were an assignee under paragraph (b) of this Section; and (B) party shall not be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, 13.1 through 13.8 with respect to any participation, participation than its participating Lender would have been entitled to receive, except . The Borrower authorizes each Lender to disclose to any participant or prospective participant under this Section 13.17 any financial or other information pertaining to the extent such entitlement Borrower or any Subsidiary, subject to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 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 Lender13.30 hereof. Each Lender that sells a participation shall, acting solely for this purpose as a “non-fiduciary fiduciary” agent of ▇▇▇▇▇▇▇▇the Borrower and each other Obligor, maintain a register on which it enters the name and address of each Participant participant and the principal amounts (and stated interest) of each Participantparticipant’s interest in the Loans or other obligations under the Loan Credit Documents (the “Participant Register”); provided that that, no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant participant or any information relating to a Participantparticipant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Credit Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations and Section 1.163-5(b)(1) of the proposed 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. Any Each Lender may 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 Commitment and/or participations in Swing Loans held by such Lender at any timetime and from time to time to one or more other banks, without the consent ofinsurance companies, or notice to, Borrower or Administrative Agent, sell participations to any Person (commercial lenders and 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 Borrower or any of Borrower’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 owing to it)financial institutions; provided that (i) no such Lender’s obligations under this Agreement participation shall remain unchanged, (ii) such relieve any Lender shall remain solely responsible to the other parties hereto for the performance of 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 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 14.11, and the Administrative Agent shall have no obligation or responsibility to such participant. For Any party to which such a participation has been granted shall have the avoidance benefits of doubt, each 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 shall be responsible for the indemnity under Section 9.6 granting such participation would have been entitled to receive with respect to any payments made by such Lender to its Participant(s)the rights transferred. Any agreement or instrument pursuant to which a any Lender sells may grant such a participation participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce this Agreement and the obligations of the Borrower hereunder including, without limitation, the right to approve any amendment, amendment or modification or waiver of any provision of this Agreement; provided that such participation agreement or instrument may provide that such Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described in the proviso of Section 11.11 this Agreement that affects such Participant. ▇▇▇▇▇▇▇▇ agrees that each Participant shall be entitled to the benefits of Sections 3.1 through 3.4 and 3.6 (subject to the requirements and limitations therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant Section 11.10; provided that such Participant would (A) agrees to be subject to increase the provisions Revolving Credit Commitment of Section 2.15 as such Lender if it were an assignee under paragraph (b) of this Section; and such increase would also increase the participant’s obligations, (B) shall not be entitled forgive any amount of or postpone 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. The Borrower authorizes each Lender to receive any greater payment under Sections 3.1, 3.2 or 3.6, with respect disclose to any participation, than its participating Lender would have been entitled to receive, except participant or prospective participant under this Section 14.11 any financial or other information pertaining to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agreesBorrower, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 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 Register14.21 hereof.

Participants. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, any Excluded Lender or the Borrower or any of the Borrower’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 owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Borrower, the Administrative Agent, the L/C Issuers Issuer 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, each Lender shall be responsible for the indemnity under Section 9.6 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso of Section 11.11 10.11 that affects such Participant. ▇▇▇▇▇▇▇▇ The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.1 through 3.4 and 3.6 (subject to the requirements and limitations therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant Section 11.1010.10; provided that such Participant (A) agrees to be subject to the provisions of Section 2.15 2.16 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, 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 acquired the applicable participation. Each Lender that sells a participation agrees, at ▇▇▇▇▇▇▇▇’s the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.15 2.16 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.14 10.14 as though it were a Lender; provided that such Participant agrees to be subject to Section 11.5 10.5 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of ▇▇▇▇▇▇▇▇the #100931212v25 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 's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participants. Any Lender may at “Step-Up” Obligations. If for any timereason the Participant or any Other Participant shall fail to pay its share of Capital Projects Installment Debt Service hereunder or under its Like-Contract, without the consent ofamount of the resulting Debt Service Shortfall shall be paid, or notice tocollectively, Borrower or Administrative Agentby all Non-Delinquent Participants. If there is more than one Delinquent Participant, sell participations the amount of the Debt Service Shortfall shall be the sum of the unpaid amounts for each Delinquent Participant. When such a Debt Service Shortfall occurs, the Participant shall be required to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated increase its Contract Payments for the primary benefit ofparticular Water Year by an amount equal to its pro rata share of the Debt Service Shortfall; provided, however, that each Other Participant who is not a natural Person, or Borrower or any of BorrowerDelinquent Participant shall be required by the Other Participant’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 owing Like-Contract to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible also contribute to the other parties hereto for Debt Service Shortfall so that the performance of such obligationsParticipant, and all of the Other Participants who are not Delinquent Participants, shall each contribute to the Debt Service Shortfall in a proportion determined by dividing each said Non-Delinquent Participant’s Capital Projects Installment Debt Service share (iiiunder Article 16(C)(4) Borrower, Administrative Agent, of the L/C Issuers Contract and Lenders shall continue to deal solely the Like-Contracts and directly with such Lender as determined in connection with such Lender’s rights the calculation of the Purchase of Reserve Water Delivery Entitlement and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.6 Reserved Capacity Fee with respect to the Participant and SMR Mutual Water Company) by the aggregate of all the Participant’s Installment Debt Service shares of all Non-Delinquent Participants, including the Participant; and provided further, that the Participant in no event shall be required under this paragraph to contribute to the Debt Service Shortfall by an amount in any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to Water Year exceeding the amount which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent is twenty-five percent (25%) of the Participant, agree share of Capital Projects Installment Debt Service allocated to any amendment, modification or waiver described the Participant under Article 16(C)(4) hereof and as determined in the proviso calculation of Section 11.11 that affects such Participant. ▇▇▇▇▇▇▇▇ agrees that each Participant shall be entitled to the benefits Purchase of Sections 3.1 through 3.4 Reserve Water Delivery Entitlement and 3.6 (subject to the requirements and limitations therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant Section 11.10; provided that such Participant (A) agrees to be subject to the provisions of Section 2.15 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, Reserved Capacity Fee with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 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 RegisterSMR Mutual Water Company.

Participants. Any Each Lender may 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 timetime and from time to time to one or more Eligible Assignees, without subject to the consent of, of the Borrower (such consent not to be unreasonably withheld or notice to, Borrower or Administrative Agent, sell participations to any Person delayed) unless (other than a natural Person, or a holding company, investment vehicle or trust for, or owned x) an Event of Default has occurred and operated for is continuing at the primary benefit of, a natural Person, or Borrower or any of Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion time of such participation or (y) such participation is to a Lender’s rights and/or obligations under this Agreement (including all , an Affiliate of a Lender or a portion of its Commitment and/or the Loans owing to it)an Approved Fund; provided that (i) no such Lender’s obligations under this Agreement participation shall remain unchanged, (ii) such relieve any Lender shall remain solely responsible to the other parties hereto for the performance of 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 any of its obligations under this Agreement. For , and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section, and the avoidance of doubt, each Lender Administrative Agent shall be responsible for the indemnity under Section 9.6 with respect have no obligation or responsibility to any payments made by such Lender to its Participant(s)participant. Any agreement or instrument pursuant to which a Lender sells such a participation is granted shall provide that such 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 this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in the proviso of Section 11.11 that affects which such Participantparticipant has an interest. ▇▇▇▇▇▇▇▇ agrees that each Participant shall be entitled Any party to the benefits of Sections 3.1 through 3.4 and 3.6 (subject to the requirements and limitations therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant Section 11.10; provided that which such Participant (A) agrees to be subject to the provisions of Section 2.15 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, 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 acquired the applicable participation. Each Lender that sells a participation agrees, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 with respect to any Participant. To the extent permitted by law, each Participant also has been granted shall be entitled to have the benefits of Section 11.14 as though it were a Lender; 1.11 and Section 10.3 hereof. The Borrower authorizes each Lender to disclose to any participant or prospective participant under this Section any financial or other information pertaining to the Borrower or any Subsidiary thereof, provided that such Participant agrees participant or prospective participant shall have agreed in writing prior to be subject its receipt of such information to Section 11.5 as though it were a 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 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 a non-fiduciary an agent of ▇▇▇▇▇▇▇▇the Borrower, maintain a register on which it enters the name and address of each Participant participant and the principal amounts (and stated interest) of each Participantparticipant’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 participant or any information relating to a Participantparticipant’s interest in any commitmentsCommitments, loansLoans, letters Letters of credit 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 commitmentCommitment, loanLoan, letter Letter of credit Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participants. Any Each Lender may 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, without the consent of, time and from time to time to one or notice to, Borrower or Administrative Agent, sell participations to any Person more other Persons (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 Borrower or any Guarantor or any Affiliate or Subsidiary of Borrower’s Affiliates the Borrower 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 owing to itany Guarantor); provided that (i) no such Lender’s obligations under this Agreement participation shall remain unchanged, (ii) such relieve any Lender shall remain solely responsible to the other parties hereto for the performance of 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 any of its obligations under this Agreement. For , and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section, and the avoidance of doubt, each Lender Administrative Agent shall be responsible for the indemnity under Section 9.6 with respect have no obligation or responsibility to any payments made by such Lender to its Participant(s)participant. Any agreement or instrument pursuant to which a Lender sells such a participation is granted shall provide that such 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 this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in the proviso of Section 11.11 that affects which such Participantparticipant has an interest. ▇▇▇▇▇▇▇▇ agrees that each Participant Any party to which such a participation has been granted shall be entitled to have the benefits of Sections 3.1 through 3.4 Section 1.9 and 3.6 (subject to the requirements and limitations therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant Section 11.1010.2 hereof; provided that such Participant (A) agrees to be subject to the provisions of Section 2.15 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, 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 acquired the applicable participation. Each Lender that sells a participation agrees, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 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 participant agrees to be subject to Section 11.5 13.1 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of ▇▇▇▇▇▇▇▇the Borrower, maintain a register on which it enters the name and address of each Participant participant and the principal amounts (and stated interest) of each Participantparticipant’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 participant or any information relating to a Participantparticipant’s interest in any commitmentsCommitments, loansLoans, letters Letters of credit 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 commitmentCommitment, loanLoan, letter Letter of credit Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participants. Any Each Lender may 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/or Commitments held by such Lender at any time, without the consent of, time and from time to time to one or notice to, Borrower or Administrative Agent, sell participations to any Person more other Persons (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 Borrower or any of Borrower’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 owing to itpersons); provided that (i) no such Lender’s obligations under this Agreement participation shall remain unchanged, (ii) such relieve any Lender shall remain solely responsible to the other parties hereto for the performance of 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 any of its obligations under this Agreement. For , and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 13.10, and the avoidance of doubt, each Lender Administrative Agent shall be responsible for the indemnity under Section 9.6 with respect have no obligation or responsibility to any payments made by such Lender to its Participant(s)participant. Any agreement or instrument pursuant to which a Lender sells such a participation is granted shall provide that such 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 this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in the proviso of Section 11.11 that affects which such Participantparticipant has an interest. ▇▇▇▇▇▇▇▇ agrees that each Participant shall be entitled Any party to the benefits of Sections 3.1 through 3.4 and 3.6 (subject to the requirements and limitations therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant Section 11.10; provided that which such Participant (A) agrees to be subject to the provisions of Section 2.15 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, 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 acquired the applicable participation. Each Lender that sells a participation agrees, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 with respect to any Participant. To the extent permitted by law, each Participant also has been granted shall be entitled to have the benefits of Section 11.14 as though it 1.10 and Section 10.3 hereof; provided, that any payment shall be limited to the amount that would be payable to the Lender if there were a Lender; provided that such Participant agrees to be subject to Section 11.5 as though it were a Lenderno participation. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary an agent of ▇▇▇▇▇▇▇▇the Borrower, maintain a register on which it enters the name and address of each Participant participant and the principal amounts (and stated interest) of each Participantparticipant’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 participant or any information relating to a Participantparticipant’s interest in any commitmentsCommitments, loansLoans, 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 commitmentCommitment, loanLoan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participants. Any Each Lender may 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/or Commitments held by such Lender at any time, without the consent of, time and from time to time to one or notice to, Borrower or Administrative Agent, sell participations to any Person (more 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 Borrower or any of Borrower’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 owing to it)Persons; provided that (ia) no such Lender’s obligations under this Agreement participation shall remain unchanged, (ii) such relieve any Lender shall remain solely responsible to the other parties hereto for the performance of 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 any of its obligations under this Agreement. For , (b) no such participant shall have any rights under this Agreement except as provided in this Section 13.11, and (c) the avoidance of doubt, each Lender Administrative Agent shall be responsible for the indemnity under Section 9.6 with respect have no obligation or responsibility to any payments made by such Lender to its Participant(s)participant. Any agreement or instrument pursuant to which a Lender sells such a participation is granted shall provide that such 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 this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in the proviso of Section 11.11 that affects which such Participantparticipant has an interest. ▇▇▇▇▇▇▇▇ agrees that each Participant Any party to which such a participation has been granted shall be entitled to have the benefits of Sections 3.1 through 3.4 Section 1.12, Section 10.3 and 3.6 Section 13.1 hereof (subject to the requirements obligations and limitations thereinof such Sections (and the compliance of such participant therewith as if it were a Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 11.10; provided 13.12 hereof) (it being understood that such Participant (Athe documentation required under Section 13.1(e) agrees to hereof shall be subject delivered to the provisions of Section 2.15 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, with respect to any Lender who sells the participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 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 ▇▇▇▇▇▇▇▇the Borrower, maintain a register on which it enters the name and address of each Participant participant and the principal amounts (and stated interest) of each Participantparticipant’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 participant or any information relating to a Participantparticipant’s interest in any commitments, loans, letters of credit 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, letter of credit loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as 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 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 a 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 (iii) 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 exercise 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 Voting Participant, (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 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. The Borrower and 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 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 other information furnished to 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 assignee or participant of a Voting Participant.

Participants. Any Each Lender may 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, without the consent of, time and from time to time to one or notice to, Borrower or Administrative Agent, sell participations to any Person more other Persons (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 Borrower or any Guarantor or any Affiliate or Subsidiary of Borrower’s Affiliates the Borrower 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 owing to itany Guarantor); provided that (i) no such Lender’s obligations under this Agreement participation shall remain unchanged, (ii) such relieve any Lender shall remain solely responsible to the other parties hereto for the performance of 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 any of its obligations under this Agreement. For , and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section, and the avoidance of doubt, each Lender Administrative Agent shall be responsible for the indemnity under Section 9.6 with respect have no obligation or responsibility to any payments made by such Lender to its Participant(s)participant. Any agreement or instrument pursuant to which a Lender sells such a participation is granted shall provide that such 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 this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in the proviso of Section 11.11 that affects which such Participantparticipant has an interest. ▇▇▇▇▇▇▇▇ agrees that each Participant Any party to which such a participation has been granted shall be entitled to have the benefits of Sections 3.1 through 3.4 Section 1.9 and 3.6 (subject to the requirements and limitations therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant Section 11.1010.2 hereof; provided that such Participant (A) agrees to be subject to the provisions of Section 2.15 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, 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 acquired the applicable participation. Each Lender that sells a participation agrees, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 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 participant agrees to be subject to Section 11.5 13.1 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of ▇▇▇▇▇▇▇▇the Borrower, maintain a register on which it enters the name and address of each Participant participant and the principal amounts (and stated interest) of each Participantparticipant’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 participant or any information relating to a Participantparticipant’s interest in any commitmentsCommitments, loansLoans, letters Letters of credit 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 commitmentCommitment, loanLoan, letter Letter of credit 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 107 748271253 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. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’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 owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Borrower, the Administrative Agent, the L/C Issuers Agent and Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and (iv) no participation shall be sold to a Defaulting Lender, any natural person or any Disqualified Lender. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.6 10.6 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso of Section 11.11 12.13 that affects such Participant. ▇▇▇▇▇▇▇▇ agrees that each Participant shall be entitled to the benefits of Sections 3.1 through 3.4 and 3.6 (subject to the requirements and limitations therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant Section 11.10; provided that such Participant (A) agrees to be subject to the provisions of Section 2.15 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, 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 acquired the applicable participation. Each Lender that sells a participation agrees, at ▇▇▇▇▇▇▇▇the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.15 1.11 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.14 12.16 as though it were a Lender; provided that such Participant agrees to be subject to Section 11.5 12.7 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of ▇▇▇▇▇▇▇▇the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participants. Any Lender may Each 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 Bank at any timetime and from time to time to one or more other Persons which constitute financial institutions, without the consent of, insurance companies or notice to, Borrower or Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or Borrower or any of Borrower’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 owing to it)commercial lenders; provided that (i) no such Lender’s obligations under this Agreement participation shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance relieve any Bank of 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 any of its obligations under this Agreement. For , and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 14.11, and the avoidance of doubt, each Lender Agent shall be responsible for the indemnity under Section 9.6 with respect have no obligation or responsibility to any payments made by such Lender to its Participant(s)participant. Any agreement or instrument pursuant to which a Lender sells such a participation is granted shall provide that such Lender the granting Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower and Guarantors under this Agreement and the other Credit Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided the Credit Documents, except that such agreement or instrument may provide that such Lender Bank will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described of the 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 proviso benefits of Section 11.11 that affects such Participant. ▇▇▇▇▇▇▇▇ agrees that each Participant 3.6 and Section 11.3 hereof; provided no participant shall be entitled to receive more under such Sections than the benefits of Sections 3.1 through 3.4 Bank granting such participation would have received had the participation not been granted. The Borrower and 3.6 (subject each Guarantor authorizes each Bank to disclose to any participant or prospective participant under this Section 14.11 or to any assignee or prospective assignee under Section 14.12 hereof any financial or other information pertaining to the requirements and limitations therein) to Borrower or any Guarantor if such Bank has obtained the same extent as if it were a Lender and had acquired its interest by assignment pursuant Section 11.10; provided that written agreement of such Participant (A) agrees participant, prospective participant, assignee or prospective assignee to be subject to bound by the provisions of Section 2.15 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, 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 acquired the applicable participation. Each Lender that sells a participation agrees, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 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 Register14.18 hereof.

Participants. Any Each Lender may 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, without the consent of, time and from time to time to one or notice to, Borrower or Administrative Agent, sell participations to any Person more other Persons (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 Borrower or any Guarantor or any Affiliate or Subsidiary of Borrower’s Affiliates the Borrower 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 owing to itany Guarantor); provided that (i) no such Lender’s obligations under this Agreement participation shall remain unchanged, (ii) such relieve any Lender shall remain solely responsible to the other parties hereto for the performance of 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 any of its obligations under this Agreement. For , and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section, and the avoidance of doubt, each Lender Administrative Agent shall be responsible for the indemnity under Section 9.6 with respect have no obligation or responsibility to any payments made by such Lender to its Participant(s)participant. Any agreement or instrument pursuant to which a Lender sells such a participation is granted shall provide that such 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 this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in the proviso of Section 11.11 that affects which such Participantparticipant has an interest. ▇▇▇▇▇▇▇▇ agrees that each Participant shall be entitled Any party to the benefits of Sections 3.1 through 3.4 and 3.6 (subject to the requirements and limitations therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant Section 11.10; provided that which such Participant (A) agrees to be subject to the provisions of Section 2.15 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, 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 acquired the applicable participation. Each Lender that sells a participation agrees, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 with respect to any Participant. To the extent permitted by law, each Participant also has been granted shall be entitled to have the benefits of Section 11.14 as though it were a Lender; provided that such Participant agrees to be subject to 1.9 and Section 11.5 as though it were a Lender10.3 hereof. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary an agent of ▇▇▇▇▇▇▇▇the Borrower, maintain a register on which it enters the name and address of each Participant participant and the principal amounts (and stated interest) of each Participantparticipant’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 participant or any information relating to a Participant’s participant's interest in any commitmentsCommitments, loansLoans, letters Letters of credit 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 commitmentCommitment, loanLoan, letter Letter of credit Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participants. Any Lender may Bank may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any timetime sell to one or more banks or other financial institutions ("Participants") participating interests in any Revolving Credit Loan owing to such Bank, without the consent ofany Note held by such Bank, any interest (including any Reimbursement Obligation) in any Standby L/C with respect to such Bank, any Revolving Credit Loan Commitment of such Bank, or notice to, Borrower or Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or Borrower or any of Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion interest of such Lender’s rights and/or Bank hereunder; provided, however, that upon the sale of any participating interest the selling Bank shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that no Participant's consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Bank of participating interests to a Participant, such Bank's obligations under this Agreement (including all or a portion of its Commitment and/or to the Loans owing other parties to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender Bank shall remain solely responsible to the other parties hereto for the performance of such obligationsthereof, and (iii) such Bank shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, Administrative Agentthe other Banks, the L/C Issuers and Lenders Agent shall continue to deal solely and directly with such Lender Bank in connection with such Lender’s Bank's rights and obligations under this Agreement. For However, any Participant that is an affiliate of any Bank shall have the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.6 right to deal directly with any other Bank and Borrower with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide matter that such Lender shall retain is the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision subject of this Agreement, and Banks and Borrower agree to deal directly with such affiliate Participant(s); provided provided, however, that each Bank needs to deal only with other Banks (and not such agreement or instrument may provide that such Lender will notother Banks' affiliate Participant(s)), without in those matters in which the consent of any one or more Banks is required. The rights set forth in the Participantimmediately preceding sentence shall apply only to Participants that are affiliates of any Bank, agree and such rights do not apply to any amendment, modification or waiver described in the proviso Participants that are not affiliates of Section 11.11 that affects such Participantany Bank. ▇▇▇▇▇▇▇▇ Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be entitled deemed to have the benefits right of Sections 3.1 through 3.4 and 3.6 (subject set-off provided to the requirements and limitations therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant Section 11.10; provided that such Participant (A) agrees to be subject to the provisions Banks in this Agreement in respect of Section 2.15 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, 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 acquired the applicable participation. Each Lender that sells a participation agrees, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 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.amounts

Participants. Any Lender may at any timeEach LOC Participant, upon issuance of a Letter of Credit, shall be deemed to have purchased without recourse a risk participation from the consent of, or notice to, Borrower or Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or Borrower or any of Borrower’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 owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) Borrower, Administrative Agent, the L/C Issuers and Lenders shall continue to deal solely and directly with such Issuing Lender in connection with such Lender’s Letter of Credit and each LOC Document related thereto and the rights and obligations arising thereunder and any collateral relating thereto, in each case in an amount equal to its Commitment Percentage of the obligations under this Agreementsuch Letter of Credit, and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to pay to the Issuing Lender therefor and discharge when due, its Commitment Percentage of the obligations arising under such Letter of Credit. For Without limiting the avoidance scope and nature of doubteach LOC Participant’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any such Letter of Credit, each Lender shall be responsible for the indemnity under Section 9.6 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso of Section 11.11 that affects such Participant. ▇▇▇▇▇▇▇▇ agrees that each LOC Participant shall be entitled pay to the benefits Issuing Lender its Commitment Percentage of Sections 3.1 through 3.4 and 3.6 (subject to such unreimbursed drawing in same day funds on the requirements and limitations therein) to day of notification by the same extent as if it were a Issuing Lender and had acquired its interest by assignment of an unreimbursed drawing pursuant Section 11.10; provided that such Participant (A) agrees to be subject to the provisions of Section 2.15 as if it were an assignee under paragraph subsection (be) hereof. The obligation of this Section; each LOC Participant to so reimburse the Issuing Lender shall be absolute and (B) unconditional and shall not be entitled to receive affected by the occurrence of a Default, an Event of Default or any greater payment under Sections 3.1, 3.2 other occurrence or 3.6, with respect to any participation, than its participating Lender would have been entitled to receive, except to event. Any such reimbursement shall not relieve or otherwise impair the extent such entitlement to receive a greater payment results from a Change in Law that occurs after obligation of the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate reimburse the provisions of Section 2.15 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 Issuing 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 commitmentLetter of Credit, 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, together with interest and such Lender shall treat each Person whose name is recorded in the Participant Register fees 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 Registerhereinafter provided.

Participants. Any Each Lender may 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, time and from time to time to one or more other Persons without the consent of, or notice to, Borrower or Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for of the primary benefit of, a natural Person, or Borrower or any of Borrower’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 owing to it); provided that (i) no such Lender’s obligations under this Agreement participation shall remain unchanged, (ii) such relieve any Lender shall remain solely responsible to the other parties hereto for the performance of 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 any of its obligations under this Agreement. For , and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section, and the avoidance of doubt, each Lender Administrative Agent shall be responsible for the indemnity under Section 9.6 with respect have no obligation or responsibility to any payments made by such Lender to its Participant(s)participant. Any agreement or instrument pursuant to which a Lender sells such a participation is granted shall provide that such 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 this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in the proviso of Section 11.11 that affects which such Participant. ▇▇▇▇▇▇▇▇ agrees that each Participant shall be entitled to the benefits of Sections 3.1 through 3.4 and 3.6 (subject to the requirements and limitations therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant Section 11.10; provided that such Participant (A) agrees to be subject to the provisions of Section 2.15 as if it were participant has an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, 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 acquired the applicable participation. Each Lender that sells a participation agrees, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 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 Lenderinterest. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of ▇▇▇▇▇▇▇▇the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s '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. Any Each Lender may 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, without the consent of, time and from time to time to one or notice to, Borrower or Administrative Agent, sell participations to any Person more other Persons (other than a natural Person, Person or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or Borrower Parent or any of Borrowerthe Parent’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 owing to it); provided that (i) no such Lender’s obligations under this Agreement participation shall remain unchanged, (ii) such relieve any Lender shall remain solely responsible to the other parties hereto for the performance of 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 any of its obligations under this Agreement. For , and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 12.11, and the avoidance of doubt, each Lender Administrative Agent shall be responsible for the indemnity under Section 9.6 with respect have no obligation or responsibility to any payments made by such Lender to its Participant(s)participant. Any agreement or instrument pursuant to which a Lender sells such a participation is granted shall provide that such 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 Credit Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided the Credit Documents, except that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described of the Credit Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in the proviso of Section 11.11 that affects which such Participantparticipant has an interest. ▇▇▇▇▇▇▇▇ agrees that each Participant Any party to which such a participation has been granted shall be entitled to have the benefits of Sections 3.1 through 3.4 1.12, 9.3 and 3.6 12.1 hereof (subject to the requirements and limitations therein, including the requirements under Section 12.1(c) hereof (it being understood that the documentation required under Section 12.1(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 Section 11.1012.12 hereof; provided that such Participant participant (A) agrees to be subject to the provisions of Section 2.15 Sections 1.14 hereof as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.1, 3.2 9.3 or 3.6, 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. Each Lender that sells a participation agrees, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 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.-100-

Participants. Any Lender may at any time, without the consent of, or notice to, Borrower or the Administrative Agent, sell participations to any Person (other than a Defaulting Lender, a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or Borrower or any of Borrower’s Affiliates or Subsidiaries) (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 owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) Borrower, the Administrative Agent, the L/C Issuers Issuer 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, each Lender shall be responsible for the indemnity under Section 9.6 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso of Section 11.11 that affects such Participant. ▇▇▇▇▇▇▇▇ Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.1 through 3.4 and 3.6 (subject to the requirements and limitations therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant Section 11.10; provided that such Participant (A) agrees to be subject to the provisions of Section 2.15 2.14 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, 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 acquired the applicable participation. Each Lender that sells a participation agrees, at ▇▇▇▇▇▇▇▇Borrower’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 2.14 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 ▇▇▇▇▇▇▇▇Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan 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.744209099 20664705

Participants. (a) Any Lender may Bank may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any timetime sell to one or more banks or other financial institutions ("PARTICIPANTS") participating interests in any Revolving Credit Loan owing to such Bank, without the consent ofany Note held by such Bank, any interest (including any Reimbursement Obligation) in any Standby L/C with respect to such Bank, any Revolving Credit Loan Commitment of such Bank, or notice to, Borrower or Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or Borrower or any of Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion interest of such Lender’s rights and/or Bank hereunder; provided, however, that upon the sale of any participating interest the selling Bank shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that no Participant's consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Bank of participating interests to a Participant, such Bank's -76- 82 obligations under this Agreement (including all or a portion of its Commitment and/or to the Loans owing other parties to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender Bank shall remain solely responsible to the other parties hereto for the performance of such obligationsthereof, and (iii) such Bank shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, Administrative Agentthe other Banks, the L/C Issuers and Lenders Agent shall continue to deal solely and directly with such Lender Bank in connection with such Lender’s Bank's rights and obligations under this Agreement. For However, any Participant that is an affiliate of any Bank shall have the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.6 right to deal directly with any other Bank and Borrower with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide matter that such Lender shall retain is the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision subject of this Agreement, and Banks and Borrower agree to deal directly with such affiliate Participant(s); provided provided, however, that each Bank needs to deal only with other Banks (and not such agreement or instrument may provide that such Lender will notother Banks' affiliate Participant(s)), without in those matters in which the consent of any one or more Banks is required. The rights set forth in the Participantimmediately preceding sentence shall apply only to Participants that are affiliates of any Bank, agree and such rights do not apply to any amendment, modification or waiver described in the proviso Participants that are not affiliates of Section 11.11 that affects such Participantany Bank. ▇▇▇▇▇▇▇▇ Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be entitled deemed to have the benefits right of Sections 3.1 through 3.4 and 3.6 (subject set-off provided to the requirements and limitations therein) Banks in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it were as a Lender Bank under this Agreement, any Note or any Standby L/C or participation in any Standby L/C. (b) Borrower authorizes each Bank and had acquired its interest Agent to disclose to any Participant and any prospective Participant any and all financial information in such Bank's or Agent's possession concerning Borrower and any of Borrower's Subsidiaries which has been delivered to such Bank or Agent by assignment Borrower or Borrower's Subsidiaries pursuant Section 11.10; provided that to this Agreement or which has been delivered to such Bank or Agent by Borrower or Borrower's Subsidiaries in connection with such Bank's or Agent's credit evaluation of Borrower and Borrower's Subsidiaries prior to entering into this Agreement. Any Participant (A) agrees to or prospective Participant shall be subject to the confidentiality provisions of Section 2.15 this Agreement. (c) Except for the sale of participating interests as if it were described in this subsection 11.4 and the assignments as described in subsection 11.7 hereof, no Bank may sell or assign its rights and interests under this Agreement without the written consent of each Bank and Borrower, provided that after the occurrence of a Default or an assignee under paragraph (b) Event of this Section; and (B) Default that has not been waived by all Banks, Borrower's consent to such sale or assignment shall not be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, 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 acquired the applicable participation. Each Lender that sells a participation agrees, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 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 Registerrequired.

Participants. Any Each Lender may 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 Commitment and/or participations in Swing Loans held by such Lender at any timetime and from time to time to one or more other banks, without the consent ofinsurance companies, or notice to, Borrower or Administrative Agent, sell participations to any Person (commercial lenders and 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 Borrower or any of Borrower’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 owing to it)financial institutions; provided that (i) no such Lender’s obligations under this Agreement participation shall remain unchanged, (ii) such relieve any Lender shall remain solely responsible to the other parties hereto for the performance of 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 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 14.11, and the Administrative Agent shall have no obligation or responsibility to such participant. For Any party to which such a participation has been granted shall have the avoidance benefits of doubt, each 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 shall be responsible for the indemnity under Section 9.6 granting such participation would have been entitled to receive with respect to any payments made by such Lender to its Participant(s)the rights transferred. Any agreement or instrument pursuant to which a any Lender sells may grant such a participation participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce this Agreement and the obligations of the Borrowers hereunder including, without limitation, the right to approve any amendment, amendment or modification or waiver of any provision of this Agreement; provided that such participation agreement or instrument may provide that such Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described in the proviso of Section 11.11 this Agreement that affects such Participant. ▇▇▇▇▇▇▇▇ agrees that each Participant shall be entitled to the benefits of Sections 3.1 through 3.4 and 3.6 (subject to the requirements and limitations therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant Section 11.10; provided that such Participant would (A) agrees to be subject to increase the provisions Revolving Credit Commitment of Section 2.15 as such Lender if it were an assignee under paragraph (b) of this Section; and such increase would also increase the participant’s obligations, (B) shall not be entitled forgive any amount of or postpone 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. The Borrowers authorize each Lender to receive any greater payment under Sections 3.1, 3.2 or 3.6, with respect disclose to any participation, than its participating Lender would have been entitled to receive, except participant or prospective participant under this Section 14.11 any financial or other information pertaining to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agreesBorrowers, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 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 Register14.21 hereof.

Participants. Any Lender may Each 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/or Revolving Credit Commitment and participations in L/Cs, Bond L/Cs, Bond Reimbursement Obligations and Reimbursement Obligations held, by such Bank at any time and from time to time, without and to assign its rights under such Loans, participations in L/Cs, Bond L/Cs, Bond Reimbursement Obligations and Reimbursement Obligations or the consent of, Notes evidencing such Loans to one or notice to, Borrower or Administrative Agent, sell participations to any Person (more 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 Borrower or any of Borrower’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 owing to it)Persons; provided that (i) no such Lender’s obligations under this Agreement participation shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance relieve any Bank of 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 any of its obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.6 with respect to and any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which such participation or assignment of a Lender sells such a participation Note or the rights thereunder is granted shall provide that such the granting Lender shall retain the sole right and responsibility to enforce this Agreement and the obligations of the Company under the Loan Documents, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided thereof, except that such agreement or instrument may provide that such Lender Bank will not, not agree without the consent of the Participant, agree such participant or assignee to any amendmentmodification, modification amendment or waiver described of this Agreement that would (A) increase any Revolving Credit Commitment of such Lender, or (B) reduce the amount of or postpone 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 interest or (C) reduce the proviso 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 11.11 11.15, and the Agent shall have no obligation or responsibility to such participant or assignee, except that affects 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 Participant. ▇▇▇▇▇▇▇▇ agrees that each Participant a participation or assignment has been granted shall be entitled to have the benefits of Sections 3.1 through 3.4 Section 1.10, Section 9.3 and 3.6 (subject to the requirements and limitations therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant Section 11.10; provided that such Participant (A) agrees to be subject to the provisions of Section 2.15 as if it were an assignee under paragraph (b) of this Section; and (B) 9.4 hereof but shall not be entitled to receive any greater payment under Sections 3.1, 3.2 any such Section than the Bank granting such participation or 3.6, with respect to any participation, than its participating Lender assignment would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 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 Registerrights transferred.

Participants. Any Lender may at any time, without the consent of, or notice to, Borrower or the Administrative Agent, sell participations to any Person (other than a Defaulting Lender, a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or Borrower or any of Borrower’s Affiliates or Subsidiaries) (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 Revolving Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) Borrower, the Administrative Agent, the L/C Issuers Issuer 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, each Lender shall be responsible for the indemnity under Section 9.6 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso of Section 11.11 that affects such Participant. ▇▇▇▇▇▇▇▇ Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.1 through 3.4 and 3.6 (subject to the requirements and limitations therein) to the same extent 739016937 20664705 as if it were a Lender and had acquired its interest by assignment pursuant Section 11.10; provided that such Participant (A) agrees to be subject to the provisions of Section 2.15 2.14 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, 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 acquired the applicable participation. Each Lender that sells a participation agrees, at ▇▇▇▇▇▇▇▇Borrower’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 2.14 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 ▇▇▇▇▇▇▇▇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 Revolving 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, loansRevolving 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, loanRevolving Loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participants. Any Each Lender may 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 timetime and from time to time to one or more Eligible Assignees, without subject to the consent of, of the Borrower (such consent not to be unreasonably withheld or notice to, Borrower or Administrative Agent, sell participations to any Person delayed) unless (other than a natural Person, or a holding company, investment vehicle or trust for, or owned x) an Event of Default has occurred and operated for is continuing at the primary benefit of, a natural Person, or Borrower or any of Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion time of such participation or (y) such participation is to a Lender’s rights and/or obligations under this Agreement (including all , an Affiliate of a Lender or a portion of its Commitment and/or the Loans owing to it)an Approved Fund; provided that (i) no such Lender’s obligations under this Agreement participation shall remain unchanged, (ii) such relieve any Lender shall remain solely responsible to the other parties hereto for the performance of 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 any of its obligations under this Agreement. For , and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section, and the avoidance of doubt, each Lender Administrative Agent shall be responsible for the indemnity under Section 9.6 with respect have no obligation or responsibility to any payments made by such Lender to its Participant(s)participant. Any agreement or instrument pursuant to which a Lender sells such a participation is granted shall provide that such 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 this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in the proviso of Section 11.11 that affects which such Participantparticipant has an interest. ▇▇▇▇▇▇▇▇ agrees that each Participant shall be entitled Any party to the benefits of Sections 3.1 through 3.4 and 3.6 (subject to the requirements and limitations therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant Section 11.10; provided that which such Participant (A) agrees to be subject to the provisions of Section 2.15 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, 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 acquired the applicable participation. Each Lender that sells a participation agrees, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 with respect to any Participant. To the extent permitted by law, each Participant also has been granted shall be entitled to have the benefits of Section 11.14 as though it were a Lender; 1.11 and Section 10.3 hereof. The Borrower authorizes each Lender to disclose to any participant or prospective participant under this Section any financial or other information pertaining to the Borrower or any Subsidiary thereof, 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 participant or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender prospective participant shall have any obligation agreed in writing prior to its receipt of such information to maintain all such information confidential and not to disclose all such information to any other Person except any such information (a) that has become generally available to the public, (b) if required or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest appropriate in any commitmentsreport, loans, letters of credit statement or its other obligations under any Loan Document) testimony submitted to any Person except regulatory body having or claiming to the extent that have jurisdiction over such disclosure is necessary Lender, (c) if required or appropriate in response to establish that 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 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 RegisterLender.

Participants. Any Each Lender may 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 Commitment and/or participations in Swing Loans held by such Lender at any time, without the consent of, time and from time to time to one or notice to, Borrower or Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or Borrower or any of Borrower’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 owing to it)more Persons; provided that (i) no such Lender’s obligations under this Agreement participation shall remain unchanged, (ii) such relieve any Lender shall remain solely responsible to the other parties hereto for the performance of 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 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 14.11, and the Administrative Agent shall have no obligation or responsibility to such participant. For Any party to which such a participation has been granted shall have the avoidance benefits of doubt, each 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 shall be responsible for the indemnity under Section 9.6 granting such participation would have been entitled to receive with respect to any payments made by such Lender to its Participant(s)the rights transferred. Any agreement or instrument pursuant to which a any Lender sells may grant such a participation participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce this Agreement and the obligations of the Borrowers hereunder including, without limitation, the right to approve any amendment, amendment or modification or waiver of any provision of this Agreement; provided that such participation agreement or instrument may provide that such Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described in the proviso of Section 11.11 this Agreement that affects such Participant. ▇▇▇▇▇▇▇▇ agrees that each Participant shall be entitled to the benefits of Sections 3.1 through 3.4 and 3.6 (subject to the requirements and limitations therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant Section 11.10; provided that such Participant would (A) agrees to be subject to increase the provisions Revolving Credit Commitment of Section 2.15 as such Lender if it were an assignee under paragraph (b) of this Section; and such increase would also increase the participant’s obligations, (B) shall not be entitled forgive any amount of or postpone 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. The Borrowers authorize each Lender to receive any greater payment under Sections 3.1, 3.2 or 3.6, with respect disclose to any participation, than its participating Lender would have been entitled to receive, except participant or prospective participant under this Section 14.11 any financial or other information pertaining to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agreesBorrowers, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 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 Register14.21 hereof.

Participants. Any Each Lender may 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/or Commitments held by such Lender at any timetime and from time to time to one or more Eligible Assignees, without subject to the consent of, of the Borrower (such consent not to be unreasonably withheld or notice to, Borrower or Administrative Agent, sell participations to any Person delayed) unless (other than a natural Person, or a holding company, investment vehicle or trust for, or owned x) an Event of Default has occurred and operated for is continuing at the primary benefit of, a natural Person, or Borrower or any of Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion time of such participation or (y) such participation is to a Lender’s rights and/or obligations under this Agreement (including all , an Affiliate of a Lender or a portion of its Commitment and/or the Loans owing to it)an Approved Fund; provided that (i) no such Lender’s obligations under this Agreement participation shall remain unchanged, (ii) such relieve any Lender shall remain solely responsible to the other parties hereto for the performance of 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 any of its obligations under this Agreement. For , and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section, and the avoidance of doubt, each Lender Administrative Agent shall be responsible for the indemnity under Section 9.6 with respect have no obligation or responsibility to any payments made by such Lender to its Participant(s)participant. Any agreement or instrument pursuant to which a Lender sells such a participation is granted shall provide that such 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 this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in the proviso of Section 11.11 that affects which such Participantparticipant has an interest. ▇▇▇▇▇▇▇▇ agrees that each Participant shall be entitled Any party to the benefits of Sections 3.1 through 3.4 and 3.6 (subject to the requirements and limitations therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant Section 11.10; provided that which such Participant (A) agrees to be subject to the provisions of Section 2.15 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, 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 acquired the applicable participation. Each Lender that sells a participation agrees, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 with respect to any Participant. To the extent permitted by law, each Participant also has been granted shall be entitled to have the benefits of Section 11.14 as though it were a Lender; 1.11, Section 10.3 and Section 13.1 hereof. The Borrower authorizes each Lender to disclose to any participant or prospective participant under this Section any financial or other information pertaining to the Borrower or any Subsidiary thereof, provided that such Participant agrees participant or prospective participant shall have agreed in writing prior to be subject its receipt of such information to Section 11.5 as though it were a 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 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 a non-fiduciary an agent of ▇▇▇▇▇▇▇▇the Borrower, maintain a register on which it enters the name and address of each Participant participant and the principal amounts (and stated interest) of each Participantparticipant’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 participant or any information relating to a Participantparticipant’s interest in any commitmentsCommitments, loans, letters of credit 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 commitmentCommitment, loan, letter of credit Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participants. Any Each Lender may 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, without the consent of, time and from time to time to one or notice to, Borrower or Administrative Agent, sell participations to any Person more other Persons (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) (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 owing to it); provided that (i) no such Lender’s obligations under this Agreement participation shall remain unchanged, (ii) such relieve any Lender shall remain solely responsible to the other parties hereto for the performance of 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 any of its obligations under this Agreement. For , and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 12.11, and the avoidance of doubt, each Lender Administrative Agent shall be responsible for the indemnity under Section 9.6 with respect have no obligation or responsibility to any payments made by such Lender to its Participant(s)participant. Any agreement or instrument pursuant to which a Lender sells such a participation is granted shall provide that such 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 this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in the proviso of Section 11.11 that affects which such Participantparticipant has an interest. ▇▇▇▇▇▇▇▇ agrees that each Participant Any party to which such a participation has been granted shall be entitled to have the benefits of Sections 3.1 through 3.4 Section 1.11, Section 10.3, and 3.6 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 108 delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant Section 11.10to paragraph (b) of this Section; provided that such Participant participant (A) agrees to be subject to the provisions of Section 2.15 12.1(g) as if it were an assignee under paragraph (b) of this SectionSection 12.12(a); and (B) shall not be entitled to receive any greater payment under Sections 3.1, 3.2 10.3 or 3.612.1, 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 participant acquired the applicable participation. Each 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 sells a participation agrees, at ▇▇▇▇▇▇▇▇’s request and expense, such participant or prospective participant shall be subject to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 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 Register12.25.

Participants. Any Each Lender may 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, without the consent of, time and from time to time to one or notice to, Borrower or Administrative Agent, sell participations to any Person (more 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 Borrower or any of Borrower’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 owing to it)Persons; provided that (i) no such Lender’s obligations under this Agreement participation shall remain unchanged, (ii) such relieve any Lender shall remain solely responsible to the other parties hereto for the performance of 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 any of its obligations under this Agreement. For , and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section, and the avoidance of doubt, each Lender Agent shall be responsible for the indemnity under Section 9.6 with respect have no obligation or responsibility to any payments made by such Lender to its Participant(s)participant. Any agreement or instrument pursuant to which a Lender sells such a participation is granted shall provide that such 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 this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in the proviso of Section 11.11 that affects which such Participantparticipant has an interest. ▇▇▇▇▇▇▇▇ agrees that each Participant Any party to which such a participation has been granted shall be entitled to have the benefits of Sections 3.1 through 3.4 Section 8.1 and 3.6 (subject Section 8.4 hereof; provided, however, that Borrower shall pay no amounts under such sections in excess of the amounts Borrower would have paid absent such participation. The Borrower authorizes each Lender to disclose to any participant or prospective participant under this Section any financial or other information pertaining to the requirements and limitations therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant Section 11.10Borrower or any Subsidiary; provided provided, however, that such Participant (A) participant or prospective participant agrees in writing to be subject to the provisions of bound by Section 2.15 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, 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 acquired the applicable participation10.24 hereof. Each Lender that sells grants any participation hereunder shall cause each of its participants that is not a participation agrees, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of United States person (as such term is defined in Section 2.15 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(c7701(a)(30) of the United States Treasury RegulationsCode) to comply with those Lender requirements set forth in Section 10.1(b) hereof. The entries in Any Lender that grants a participation pursuant to this Section shall promptly provide 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 Borrower written notice of such participation, including the party to whom the 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 Registeris granted.

Participants. Any Each Lender may 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, without the consent of, time and from time to time to one or notice to, Borrower or Administrative Agent, sell participations to any Person (more 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 Borrower or any of Borrower’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 owing to it)Persons; provided that (i) no such Lender’s obligations under this Agreement participation shall remain unchanged, (ii) such relieve any Lender shall remain solely responsible to the other parties hereto for the performance of 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 any of its obligations under this Agreement. For , and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section, and the avoidance of doubt, each Lender Administrative Agent shall be responsible for the indemnity under Section 9.6 with respect have no obligation or responsibility to any payments made by such Lender to its Participant(s)participant. Any agreement or instrument pursuant to which a Lender sells such a participation is granted shall provide that such 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 this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in the proviso of Section 11.11 that affects which such Participantparticipant has an interest. ▇▇▇▇▇▇▇▇ agrees that each Participant shall be entitled Any party to the benefits of Sections 3.1 through 3.4 and 3.6 (subject to the requirements and limitations therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant Section 11.10; provided that which such Participant (A) agrees to be subject to the provisions of Section 2.15 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, 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 acquired the applicable participation. Each Lender that sells a participation agrees, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 with respect to any Participant. To the extent permitted by law, each Participant also has been granted shall be entitled to have the benefits of Section 11.14 as though it were a Lender; 1.12 and Section 10.3 hereof. The Borrower authorizes each Lender to disclose to any participant or prospective participant under this Section any financial or other information pertaining to the Borrower or any Subsidiary thereof, 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 participant or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender prospective participant shall have any obligation agreed in writing prior to its receipt of such information to maintain all such information confidential and not to disclose all such information to any other Person except any such information (a) that has become generally available to the public. (b) if required or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest appropriate in any commitmentsreport, loans, letters of credit statement or its other obligations under any Loan Document) testimony submitted to any Person except regulatory body having or claiming to the extent that have jurisdiction over such disclosure is necessary Lender, (c) if required or appropriate in response to establish that 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 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 RegisterLender.

Participants. Any Each Lender may 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, without the consent of, time and from time to time to one or notice to, Borrower or Administrative Agent, sell participations to any Person more other Persons (other than a natural Personthe Parent, or a holding company, investment vehicle or trust for, or owned the Borrower and operated for the primary benefit of, a natural Person, or Borrower or any of Borrower’s Affiliates or their 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 owing to it); provided that (i) no such Lender’s obligations under this Agreement participation shall remain unchanged, (ii) such relieve any Lender shall remain solely responsible to the other parties hereto for the performance of 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 any of its obligations under this Agreement. For , and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 13.12, and the avoidance of doubt, each Lender Administrative Agent shall be responsible for the indemnity under Section 9.6 with respect have no obligation or responsibility to any payments made by such Lender to its Participant(s)participant. Any agreement or instrument pursuant to which a Lender sells such a participation is granted shall provide that such the granting Lender shall retain the sole right and responsibility to enforce the obligations of the 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 this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in the proviso of Section 11.11 that affects which such Participantparticipant has an interest. ▇▇▇▇▇▇▇▇ agrees that each Participant Any party to which such a participation has been granted shall be entitled to have the benefits of Sections 3.1 through 3.4 Section 1.12 and 3.6 Section 10.3 hereof (subject to the requirements and limitations therein) but to the same extent as if the Lender from which it were a Lender and had acquired purchases its interest by assignment pursuant Section 11.10; provided that such Participant (A) agrees to be subject to the provisions of Section 2.15 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be participation is entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, 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 acquired the applicable participation. Each Lender that sells a participation agrees, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 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 Lenderbenefits). Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary an agent of ▇▇▇▇▇▇▇▇the Borrowers, maintain a register on which it enters the name and address of each Participant participant and the principal amounts (and stated interest) of each Participantparticipant’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 participant or any information relating to a Participant’s participant's interest in any commitmentsCommitments, loansLoans, letters Letters of credit 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 commitmentCommitment, loanLoan, letter Letter of credit Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participants. Any Each Lender may 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, without the consent of, time and from time to time to one or notice to, Borrower or Administrative Agent, sell participations to any Person (more 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 Borrower or any of Borrower’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 owing to it)Persons; provided that (i) no such Lender’s obligations under this Agreement participation shall remain unchanged, (ii) such relieve any Lender shall remain solely responsible to the other parties hereto for the performance of 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 any of its obligations under this Agreement. For , and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section, and the avoidance of doubt, each Lender Administrative Agent shall be responsible for the indemnity under Section 9.6 with respect have no obligation or responsibility to any payments made by such Lender to its Participant(s)participant. Any agreement or instrument pursuant to which a Lender sells such a participation is granted shall provide that such the granting Lender shall retain the sole right and responsibility to enforce the obligations of the 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 this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in the proviso of Section 11.11 that affects which such Participantparticipant has an interest. ▇▇▇▇▇▇▇▇ agrees that each Participant shall be entitled Any party to the benefits of Sections 3.1 through 3.4 and 3.6 (subject to the requirements and limitations therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant Section 11.10; provided that which such Participant (A) agrees to be subject to the provisions of Section 2.15 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, 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 acquired the applicable participation. Each Lender that sells a participation agrees, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 with respect to any Participant. To the extent permitted by law, each Participant also has been granted shall be entitled to have the benefits of Section 11.14 as though it were a Lender; 1.11 and Section 9.3 hereof. The Borrowers authorize each Lender to disclose to any participant or prospective participant under this Section any financial or other information pertaining to the Borrowers or any Subsidiary thereof, 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 participant or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender prospective participant shall have any obligation agreed in writing prior to its receipt of such information to maintain all such information confidential and not to disclose all such information to any other Person except any such information (a) that has become generally available to the public, (b) if required or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest appropriate in any commitmentsreport, loans, letters of credit statement or its other obligations under any Loan Document) testimony submitted to any Person except regulatory body having or claiming to the extent that have jurisdiction over such disclosure is necessary Lender, (c) if required or appropriate in response to establish that 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 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 RegisterLender.

Participants. Any Lender may Each 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/or Revolving Credit Commitment and participations in L/Cs, Bond L/Cs, Bond Reimbursement Obligations and Reimbursement Obligations held, by such Bank at any time and from time to time, without and to assign its rights under such Loans, participations in L/Cs, Bond L/Cs, Bond Reimbursement Obligations and Reimbursement Obligations or the consent of, Notes evidencing such Loans to one or notice to, Borrower or Administrative Agent, sell participations to any Person (more 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 Borrower or any of Borrower’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 owing to it)Persons; provided that (i) no such Lender’s obligations under this Agreement participation shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance relieve any Bank of 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 any of its obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.6 with respect to and any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which such participation or assignment of a Lender sells such a participation Note or the rights thereunder is granted shall provide that such the granting Lender shall retain the sole right and responsibility to enforce this Agreement and the obligations of the Borrowers under the Loan Documents, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided thereof, except that such agreement or instrument may provide that such Lender Bank will not, not agree without the consent of the Participant, agree such participant or assignee to any amendmentmodification, modification amendment or waiver described of this Agreement that would (A) increase any Revolving Credit Commitment of such Bank, or (B) reduce the amount of or postpone 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 interest or (C) reduce the proviso 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 (if any) for any of the Borrowers’ 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 11.11 11.15, and the Agent shall have no obligation or responsibility to such participant or assignee, except that affects 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 Participant. ▇▇▇▇▇▇▇▇ agrees that each Participant a participation or assignment has been granted shall be entitled to have the benefits of Sections 3.1 through 3.4 Section 1.10, Section 9.3 and 3.6 (subject to the requirements and limitations therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant Section 11.10; provided that such Participant (A) agrees to be subject to the provisions of Section 2.15 as if it were an assignee under paragraph (b) of this Section; and (B) 9.4 hereof but shall not be entitled to receive any greater payment under Sections 3.1, 3.2 any such Section than the Bank granting such participation or 3.6, with respect to any participation, than its participating Lender assignment would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 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 Registerrights transferred.

Participants. Any (a) Each Lender may shall have the right at any time, without the consent of, or notice to, Borrower or Administrative Agent, sell its own cost to grant participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or Borrower or any of Borrower’s Affiliates or Subsidiaries) Eligible Assignees (each, a “Participant”) in all or a portion that are not natural persons; provided that no such participation shall relieve any Lender of such Lender’s rights and/or any of its obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided under any Facility Loan Document or Collateral Documents and, provided, further that (i) no such Lender’s obligations under this Agreement Participant shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of 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 have any rights and obligations under this Agreement. For , any Facility Loan Document or Collateral Documents except as provided in this Section, and the avoidance of doubt, each Lender Administrative Agent and Borrower shall be responsible for the indemnity under Section 9.6 with respect have no obligation or responsibility to any payments made by such Lender to its Participant(s)Participant. Any agreement or instrument pursuant to which a Lender sells such a participation is granted shall provide that the Lender granting such Lender participation shall retain the sole right and responsibility to enforce the obligations of Borrower under this Agreement Agreement, the Facility Loan Documents and Collateral Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided , Facility Loan Documents and Collateral Documents, except that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described 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 Program Debt in which such participant has an interest. Any Participant to which such a participation has been granted in accordance with the proviso of Section 11.11 that affects such Participant. ▇▇▇▇▇▇▇▇ agrees that each Participant terms hereof shall be entitled have the benefits comparable to the benefits funding indemnity and increased costs provisions set forth in Sections 2.3.6, 2.3.7, and 2.3.8 of Sections 3.1 through 3.4 and 3.6 (subject to the requirements and limitations thereinFacility 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 Section 11.104.2 hereof; provided that such Participant (A) agrees to be subject to the provisions of Section 2.15 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under the indemnification of each Facility Loan Document (which indemnification provisions are comparable to Sections 3.12.3.6, 3.2 or 3.62.3.7, 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, 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. . (b) Each Lender that sells a participation agrees, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate in accordance with Borrower to effectuate the provisions of Section 2.15 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 terms hereof shall, acting solely for this purpose as a non-fiduciary 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 's interest in the Facility Loans or other obligations under the any Facility Loan Documents Document (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the . 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 Regulationsshall 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 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. (a) Any Lender may may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any timetime sell to one or more Lenders or other financial institutions ("Participants") participating interests in any Revolving Credit Loan owing to such Lender, without the consent ofany Note held by such Lender, or notice to, Borrower or Administrative Agent, sell participations to any Person interest (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 Borrower or including any of Borrower’s Affiliates or Subsidiaries) (each, a “Participant”Reimbursement Obligation) in all or a portion any Facility L/C with respect to such Lender, any Commitment of such Lender’s rights and/or , or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale together with payment of a $3,500 processing and recording fee; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant's consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under this Agreement (including all or a portion of its Commitment and/or to the Loans owing other parties to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligationsthereof, and (iii) such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, Administrative Agentthe other Lenders, the L/C Issuers and Lenders Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement. For the avoidance However, any Participant that is an affiliate of doubt, each any Lender shall be responsible for have the indemnity under Section 9.6 right to deal directly with any other Lender and Borrower with respect to any payments made by matter that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders' affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C. (b) Borrower authorizes each Lender and Agent to disclose to any Participant and any prospective Participant any and all financial information in such Lender's or Agent's possession concerning Borrower and any of Borrower's Subsidiaries which has been delivered to such Lender or Agent by Borrower or Borrower's Subsidiaries pursuant to this Agreement or which has been delivered to such Lender or Agent by Borrower or Borrower's Subsidiaries in connection with such Lender's or Agent's credit evaluation of Borrower and Borrower's Subsidiaries prior to entering into this Agreement. Any Participant or prospective Participant shall be subject to the confidentiality provisions of this Agreement. (c) Each Lender shall with respect to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall Participants, if any, retain the sole right to enforce this Agreement and to approve approve, without the consent of any Participant, any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to Loan Documents other than any amendment, modification or waiver described with respect to any Loan or Commitment in which such Participant has an interest which forgives principal, interest or fees (other than Agent's fees) or reduces the proviso interest rate or fees (other than Agent's fees) payable with respect to any such Loan or Commitment, postpones any date fixed for any regularly scheduled payment of Section 11.11 that affects principal of, or interest or fees (other than Agent's fees) on, any such ParticipantLoan or Commitment or releases any Guarantor. ▇▇▇▇▇▇▇▇ No Participant shall be a "Lender" for purposes of this Agreement. (d) Borrower agrees that each Participant shall be entitled deemed to have the benefits rights of Sections 3.1 through 3.4 and 3.6 (subject to set-off provided in subsection 11.8 hereof in respect of its participating interest in amounts owing under the requirements and limitations therein) Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, provided that each Lender shall retain the right of set-off provided in subsection 11.8 hereof with respect to the amount of participating interests sold to each Participant. Lenders agree to share with each Participant, and each Participant, by exercising the right of set-off provided in subsection 11.8 hereof, agrees to share with each Lender, any amount received pursuant to the exercise of its right of set-off, such amounts to be shared in accordance with subsection 11.8 hereof as if each Participant were a Lender. (e) Except for the sale of participating interests as described in this subsection 11.4 and the assignments as described in subsection 11.7 hereof, no Lender may sell or assign its rights and interests under this Agreement without the written consent of each Lender and had acquired its interest by assignment pursuant Section 11.10; Borrower, provided that after the occurrence of a Default or an Event of Default that has not been waived by all Lenders, Borrower's consent to such Participant (A) agrees to be subject to the provisions of Section 2.15 as if it were an assignee under paragraph (b) of this Section; and (B) sale or assignment shall not be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, 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 acquired the applicable participation. Each Lender that sells a participation agrees, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 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 Registerrequired.

Participants. Any Each Lender may 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 timetime and from time to time to one or more Eligible Assignees, without subject to the consent of, of the Borrower (such consent not to be unreasonably withheld or notice to, Borrower or Administrative Agent, sell participations to any Person delayed) unless (other than a natural Person, or a holding company, investment vehicle or trust for, or owned x) an Event of Default has occurred and operated for is continuing at the primary benefit of, a natural Person, or Borrower or any of Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion time of such participation or (y) such participation is to a Lender’s rights and/or obligations under this Agreement (including all , an Affiliate of a Lender or a portion of its Commitment and/or the Loans owing to it)an Approved Fund; provided that (i) no such Lender’s obligations under this Agreement participation shall remain unchanged, (ii) such relieve any Lender shall remain solely responsible to the other parties hereto for the performance of 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 any of its obligations under this Agreement. For , and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section, and the avoidance of doubt, each Lender Administrative Agent shall be responsible for the indemnity under Section 9.6 with respect have no obligation or responsibility to any payments made by such Lender to its Participant(s)participant. Any agreement or instrument pursuant to which a Lender sells such a participation is granted shall provide that such 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 this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in the proviso of Section 11.11 that affects which such Participantparticipant has an interest. ▇▇▇▇▇▇▇▇ agrees that each Participant shall be entitled Any party to the benefits of Sections 3.1 through 3.4 and 3.6 (subject to the requirements and limitations therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant Section 11.10; provided that which such Participant (A) agrees to be subject to the provisions of Section 2.15 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, 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 acquired the applicable participation. Each Lender that sells a participation agrees, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 with respect to any Participant. To the extent permitted by law, each Participant also has been granted shall be entitled to have the benefits of Section 11.14 as though it were a Lender; 1.11, Section 10.3 and Section 13.1 hereof. The Borrower authorizes each Lender to disclose to any participant or prospective participant under this Section any financial or other information pertaining to the Borrower or any Subsidiary thereof, provided that such Participant agrees participant or prospective participant shall have agreed in writing prior to be subject its receipt of such information to Section 11.5 as though it were a 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 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 a non-fiduciary an agent of ▇▇▇▇▇▇▇▇the Borrower, maintain a register on which it enters the name and address of each Participant participant and the principal amounts (and stated interest) of each Participantparticipant’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 participant or any information relating to a Participantparticipant’s interest in any commitmentsCommitments, loansLoans, letters Letters of credit 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 commitmentCommitment, loanLoan, letter Letter of credit Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participants. Any Lender may Each 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 and/or participations in Swing Loans held by such Bank at any timetime and from time to time to one or more other banks, without the consent ofinsurance companies, or notice to, Borrower or Administrative Agent, sell participations to any Person (commercial lenders and 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 Borrower or any of Borrower’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 owing to it)financial institutions; provided that (i) no such Lender’s obligations under this Agreement participation shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance relieve any Bank of 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 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 14.11, and the Agent shall have no obligation or responsibility to such participant. For Any party to which such a participation has been granted shall have the avoidance benefits of doubt, each Lender Section 3.6 and Section 11.3 hereof but shall not be responsible for entitled to receive any greater payment under either such Section than the indemnity under Section 9.6 Bank granting such participation would have been entitled to receive with respect to any payments made by such Lender to its Participant(s)the rights transferred. Any agreement or instrument pursuant to which a Lender sells any Bank may grant such a participation participating interest shall provide that such Lender Bank shall retain the sole right and responsibility to enforce this Agreement and the obligations of the Borrower hereunder including, without limitation, the right to approve any amendment, amendment or modification or waiver of any provision of this Agreement; provided that such participation agreement or instrument may provide that such Lender Bank will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described in the proviso of Section 11.11 this Agreement that affects such Participant. ▇▇▇▇▇▇▇▇ agrees that each Participant shall be entitled to the benefits of Sections 3.1 through 3.4 and 3.6 (subject to the requirements and limitations therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant Section 11.10; provided that such Participant would (A) agrees to be subject to increase any Commitment of such Bank if such increase would also increase the provisions of Section 2.15 as if it were an assignee under paragraph (b) of this Section; and participant's obligations, (B) shall not be entitled forgive any amount of or postpone 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. The Borrower authorizes each Bank to receive any greater payment under Sections 3.1, 3.2 or 3.6, with respect disclose to any participation, than its participating Lender would have been entitled to receive, except participant or prospective participant under this Section 14.11 any financial or other information pertaining to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agreesBorrower, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 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 Register14.21 hereof.

Participants. (a) Any Lender may may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any timetime sell to one or more Lenders or other financial institutions ("Participants") participating interests in any Revolving Credit Loan owing to such Lender, without the consent ofany Note held by such Lender, or notice to, Borrower or Administrative Agent, sell participations to any Person interest (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 Borrower or including any of Borrower’s Affiliates or Subsidiaries) (each, a “Participant”Reimbursement Obligation) in all or a portion any Facility L/C with respect to such Lender, any Commitment of such Lender’s rights and/or , or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale together with payment of a $3,500 processing and recording fee; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant's consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under this Agreement (including all or a portion of its Commitment and/or to the Loans owing other parties to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligationsthereof, and (iii) such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, Administrative Agentthe other Lenders, the L/C Issuers and Lenders Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement. For the avoidance However, any Participant that is an affiliate of doubt, each any Lender shall be responsible for have the indemnity under Section 9.6 right to deal directly with any other Lender and Borrower with respect to any payments made by matter that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders' affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C. (b) Borrower authorizes each Lender and Agent to disclose to any Participant and any prospective Participant any and all financial information in such Lender's or Agent's possession concerning Borrower and any of Borrower's Subsidiaries which has been delivered to such Lender or Agent by Borrower or Borrower's Subsidiaries pursuant to this Agreement or which has been delivered to such Lender or Agent by Borrower or Borrower's Subsidiaries in connection with such Lender's or Agent's credit evaluation of Borrower and Borrower's Subsidiaries prior to entering into this Agreement. Any Participant or prospective Participant shall be subject to the confidentiality provisions of this Agreement. (c) Each Lender shall with respect to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall Participants, if any, retain the sole right to enforce this Agreement and to approve approve, without the consent of any Participant, any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to Loan Documents other than any amendment, modification or waiver described with respect to any Loan or Commitment in which such Participant has an interest which forgives principal, interest or fees (other than Agent's fees) or reduces the proviso interest rate or fees (other than Agent's fees) payable with respect to any such Loan or Commitment, postpones any date fixed for any regularly scheduled payment of Section 11.11 that affects principal of, or interest or fees (other than Agent's fees) on, any such ParticipantLoan or Commitment or releases any Guarantor. ▇▇▇▇▇▇▇▇ No Participant shall be a "Lender" for purposes of this Agreement. (d) Borrower agrees that each Participant shall be entitled deemed to have the benefits rights of Sections 3.1 through 3.4 and 3.6 (subject to set-off provided in subsection 11.8 hereof in respect of its participating interest in amounts owing under the requirements and limitations therein) Loan Documents to the same extent as if the amount of its participating interest were owing directly to it were as a Lender and had acquired its interest by assignment pursuant Section 11.10; provided that such Participant (A) agrees to be subject to the provisions of Section 2.15 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, 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 acquired the applicable participation. Each Lender that sells a participation agrees, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 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”); Documents, provided that no each Lender shall have any obligation to disclose all or any portion retain the right 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.103set-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.off provided in

Participants. Any Lender may Each Bank shall have the right at any time, without the consent of, its own cost to grant participations (to be evidenced by one or notice to, Borrower more agreements or Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or Borrower or any certificates of Borrower’s Affiliates or Subsidiaries) (each, a “Participant”participation) in all or a portion of such Lender’s rights the Term Loans made, and/or obligations under this Agreement (including all or a portion of its Term Credit Commitment and/or and participations in the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) Borrower, Administrative Agent, the Bond L/C Issuers and Lenders Reimbursement Obligations held, by such Bank at any time and from time to time, and to assign its rights under such Term Loans, participations in the Bond L/C and Reimbursement Obligations or the Notes evidencing such Loans to one or more other Persons; PROVIDED that no such participation shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and relieve any Bank of any of its obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.6 with respect to and any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which such participation or assignment of a Lender sells such a participation Note or the rights thereunder is granted shall provide that such Lender the granting Bank shall retain the sole right and responsibility to enforce this Agreement and the obligations of the Company under the Loan Documents, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided thereof, except that such agreement or instrument may provide that such Lender Bank will not, not agree without the consent of the Participant, agree such participant or assignee to any amendmentmodification, modification amendment or waiver described of this Agreement that would (A) increase any Term Credit Commitment of such Lender, or (B) reduce the amount of or postpone the date for payment of any principal of or interest on any Term Loan or Reimbursement Obligation or of any fee payable hereunder in which such participant or assignee has an interest, or (C) reduce the proviso interest rate applicable to any Term 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 11.11 11.15, and the Agent shall have no obligation or responsibility to such participant or assignee, except that affects 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 Participant. ▇▇▇▇▇▇▇▇ agrees that each Participant a participation or assignment has been granted shall be entitled to have the benefits of Sections 3.1 through 3.4 Section 1.10, Section 9.3 and 3.6 (subject to the requirements and limitations therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant Section 11.10; provided that such Participant (A) agrees to be subject to the provisions of Section 2.15 as if it were an assignee under paragraph (b) of this Section; and (B) 9.4 hereof but shall not be entitled to receive any greater payment under Sections 3.1, 3.2 any such Section than the Bank granting such participation or 3.6, with respect to any participation, than its participating Lender assignment would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 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 Registerrights transferred.

Participants. Any Each Lender may 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/or Commitments held by such Lender at any time, without the consent of, time and from time to time to one or notice to, Borrower or Administrative Agent, sell participations to any Person (more 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 Borrower or any of Borrower’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 owing to it)Persons; provided that (i) no such Lender’s obligations under this Agreement participation shall remain unchanged, (ii) such relieve any Lender shall remain solely responsible to the other parties hereto for the performance of 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 any of its obligations under this Agreement. For , and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section, and the avoidance of doubt, each Lender Administrative Agent shall be responsible for the indemnity under Section 9.6 with respect have no obligation or responsibility to any payments made by such Lender to its Participant(s)participant. Any agreement or instrument pursuant to which a Lender sells such a participation is granted shall provide that such 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 this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in the proviso of Section 11.11 that affects which such Participantparticipant has an interest. ▇▇▇▇▇▇▇▇ agrees that each Participant shall be entitled Any party to the benefits of Sections 3.1 through 3.4 and 3.6 (subject to the requirements and limitations therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant Section 11.10; provided that which such Participant (A) agrees to be subject to the provisions of Section 2.15 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, 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 acquired the applicable participation. Each Lender that sells a participation agrees, at ▇▇▇▇▇▇▇▇’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.15 with respect to any Participant. To the extent permitted by law, each Participant also has been granted shall be entitled to have the benefits of Section 11.14 as though it were a Lender; provided that such Participant agrees to be subject to 1.9 and Section 11.5 as though it were a Lender10.3 hereof. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary an agent of ▇▇▇▇▇▇▇▇the Borrower, maintain a register on which it enters the name and address of each Participant participant and the principal amounts (and stated interest) of each Participant’s 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 participant or any information relating to a Participant’s participant's interest in any commitmentsCommitments, loans, letters of credit 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 commitmentCommitment, loan, letter of credit Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.