Common use of Participants Clause in Contracts

Participants. (a) Any Bank may, without the consent of the Applicant, the Administrative Agent or the Issuing Bank, sell participations to one or more banks or other entities (a “Participant”), other than an Ineligible Institution, in all or a portion of such Bank’s rights and obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing to it); provided that (i) such Bank’s obligations under this Agreement shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Bank sells such a participation shall provide that such 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 Bank will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Section 8.9(i) that affects such Participant. Subject to Section 8.6(b), the Applicant agrees that each Participant shall be entitled to the benefits of Sections 8.1 and 8.15 (subject to the requirements and limitations therein) to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to Section 8.7. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.2 as though it were a Bank, provided such Participant agrees to be subject to Section 2.5(b) as though it were a Bank. (b) Notwithstanding anything to the contrary in this Agreement, 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 Bank that sells a participation shall, acting solely for this purpose as an agent of the Applicant, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

Participants. (a) Any Bank In addition to the other rights provided in this Section 14.2 each Lender may, without notice to or consent from the consent of the Applicant, the Administrative Agent or the Issuing BankBorrower, sell participations to one or more banks Persons in or other entities (a “Participant”), other than an Ineligible Institution, in all or a portion of such Bank’s rights and obligations under this Agreement (including to all or a portion of its Commitment rights and obligations under the LC Disbursements owing Loan Documents (including all its rights and obligations with respect to itthe Advances); provided that provided, however, that, whether as a result of any term of any Loan Document or of such participation, (i) no such Bank’s obligations under this Agreement participant shall have a commitment, or be deemed to have made an offer to commit, to make Advances hereunder, and none shall be liable for any obligation of such Lender hereunder and such Lender shall remain unchangedliable for the making of all Advances hereunder, (ii) such Bank Lender’s rights and obligations, and the rights and obligations of the Loan Parties and the Secured Parties towards such Lender, under any Loan Document shall remain solely responsible to the unchanged and each other parties party hereto for the performance of such obligations and (iii) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank Lender, which shall remain the holder of the Obligations in connection the Register, except that each such participant shall be entitled to the benefit of Section 16, but, with respect to Section 16.1, only to the extent such Bankparticipant delivers the Tax forms required pursuant to Section 16.1(f) (it being understood that the documentation required thereunder shall be delivered to the participating Lender) and then only to the extent of any amount to which such Lender would be entitled in the absence of any such participation, provided, however, that in no case shall a participant have the right to enforce any of the terms of any Loan Document, (iii) each such participant shall be subject to the provisions of Section 14.3 and Section 16.1(e) as if it were an assignee under Section 14.2(b) and (iv) the consent of such participant shall not be required (either directly, as a restraint on such Lender’s ability to consent hereunder or otherwise) for any amendments, waivers or consents with respect to any Loan Document or to exercise or refrain from exercising any powers or rights and obligations such Lender may have under this Agreement. Any or in respect of the Loan Documents (including the right to enforce or direct enforcement of the Obligations), except that the agreement or instrument pursuant to which a Bank the Lender sells such a participation shall provide that such 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 Bank Lender will not, without the consent of the Participantsuch participant, agree to any amendmentamendments, modification waivers or waiver consents described in Section 8.9(iclauses (ii) that affects such Participant. Subject to Section 8.6(b), the Applicant agrees that each Participant shall be entitled to the benefits of Sections 8.1 and 8.15 (subject to the requirements and limitations thereiniii) to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to Section 8.7. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.2 as though it were a Bank, provided such Participant agrees to be subject to Section 2.5(b) as though it were a Bank. 15.1 (b) Notwithstanding anything to the contrary in this Agreement, 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 amounts, or dates fixed for payment of amounts, to which such Participant, unless the sale of the participation to such Participant is made with the Applicant’s prior written consent. A Participant that participant would otherwise be a Non-U.S. Bank if it were a Bank shall not be entitled to the benefits entitled) or those described in clause (vii) 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 Bank15.1(a). Each Bank Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the ApplicantBorrower, 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 Obligations Advances or other obligations under this Agreement the Loan Documents (the “Participant Register”); provided, that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any such Advance, Subsequent Advance Commitment or obligations under any Loan Document) to any Person other than the Agent except to the extent that such disclosure is necessary to establish that such Advance or obligation is in registered form under Section 5f.l03-l(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Agent (in its capacity as the Agent) shall have no responsibility for maintaining a Participant Register. Notwithstanding anything else to the contrary provided herein, no Lender shall be permitted to sell participations with respect to Advances to a Disqualified Person. Each Lender shall be entitled to rely conclusively on a representation of the participant in the applicable participation agreement that such participant is not a Disqualified Person, provided, that such reliance by such Lender is in good faith and reasonable under the circumstances existing at the time of such participation.

Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Bank may, without in the consent of the Applicant, the Administrative Agent or the Issuing Bank, sell participations Loans made and Reimbursement Obligations and/or Commitments held by such Lender at any time and from time to time to one or more banks or other entities Persons (a “Participant”), other than an Ineligible Institutionthe Parent, in all or a portion of such Bank’s rights the Borrower and obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing to ittheir Subsidiaries); provided that (i) no such Bank’s obligations under this Agreement participation shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (iii) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and 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 13.12, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement or instrument pursuant to which a Bank sells such a participation is granted shall provide that such Bank 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 Bank 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 Section 8.9(i) that affects which such Participantparticipant has an interest. Subject Any party to Section 8.6(b), the Applicant agrees that each Participant which such a participation has been granted shall be entitled to have the benefits of Sections 8.1 Section 1.12 and 8.15 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 Bank and had acquired purchases its interest by assignment pursuant to Section 8.7. To the extent permitted by law, each Participant also shall be participation is entitled to the benefits of Section 8.2 as though it were a Bank, provided such Participant agrees to be subject to Section 2.5(b) as though it were a Bank. (b) Notwithstanding anything to the contrary in this Agreement, 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 Bankbenefits). Each Bank Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the ApplicantBorrowers, 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 Obligations Loans or other obligations under this Agreement 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 Bank Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Bank may, without in the consent of the Applicant, the Administrative Agent or the Issuing Bank, sell participations Loans made and Reimbursement Obligations and/or Commitments held by such Lender at any time and from time to time to one or more banks or other entities (a “Participant”), other than an Ineligible Institution, in all or a portion of such Bank’s rights and obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing to it)Persons; provided that (i) no such Bank’s obligations under this Agreement participation shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (iii) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and 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, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement or instrument pursuant to which a Bank sells such a participation is granted shall provide that such Bank 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 modification, or waiver of any provision of this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Bank Lender will not, without the consent of the Participant, not agree to any modification, amendment, modification or waiver described of the Loan Documents with respect to any items in Section 8.9(iSections 13.14(i) that affects and 13.14(ii). Any party to which such Participant. Subject to Section 8.6(b), the Applicant agrees that each Participant a participation has been granted shall be entitled to the benefits of Sections 8.1 and 8.15 (subject to the requirements and limitations therein) to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to Section 8.7. To the extent permitted by law, each Participant also shall be entitled to have the benefits of Section 8.2 as though 1.13, Section 10.3, and Section 13.16 hereof, provided that the Borrower shall not be obligated to pay any amount in excess of the amount it were a Bankwould have been liable for had such participation not been made. 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, provided such Participant participant or prospective participant agrees to be subject to abide by Section 2.5(b) as though it were a Bank13.13 hereof. (b) Notwithstanding anything to the contrary in this Agreement, 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 Bank that sells a participation shall, acting solely for this purpose as an agent of the Applicant, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

Participants. (a) Any Bank mayLender may at any time, without the consent of of, or notice to, the ApplicantBorrowers, the Issuing Banks, the Swingline Lender, the Administrative Agent or the Issuing BankSustainability Structuring Agents, sell participations to one any Person (other than a natural Person (or more banks holding company, investment vehicle or other entities trust for, or owned and operated for the primary benefit of, a natural person) or the Borrowers or any of the Borrowers’ Affiliates or Subsidiaries) (each, a “Participant”), other than an Ineligible Institution, ) in all or a portion of such Bank’s Lender's rights and and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the LC Disbursements Loans owing to it); provided that (i) such Bank’s Lender'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 Bank Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and obligations, (iii) such Lender shall remain the Applicantholder of any such Note for all purposes of this Agreement, and (iv) the Borrowers, the Administrative Agent, the Issuing Bank Banks and the other Banks Lenders shall continue to deal solely and directly with such Bank Lender in connection with such Bank’s ▇▇▇▇▇▇'s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.26.3 with respect to any payments made by such Lender to its Participants. Any agreement or instrument pursuant to which a Bank Lender sells such a participation shall provide that such Bank 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 Bank Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification or waiver described in Section 8.9(i) 10.3.2 and Section 10.3.3 that affects such Participant. Subject to Section 8.6(b), the Applicant agrees that each Participant shall be entitled to the benefits of Sections 8.1 and 8.15 (subject to the requirements and limitations therein) to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to Section 8.7. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.2 as though it were a Bank, provided such Participant agrees to be subject to Section 2.5(b) as though it were a Bank. (b) Notwithstanding anything to the contrary in this Agreement, 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 Bank that sells a participation shall, acting solely for this purpose as an agent of the Applicant, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Bank may, without in the consent of the Applicant, the Administrative Agent or the Issuing Bank, sell participations Loans made and/or Commitments held by such Lender at any time and from time to time to one or more banks or other entities (a “Participant”), other than an Ineligible Institution, in all or a portion of such Bank’s rights and obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing to it)Persons; provided that (ia) no such Bank’s obligations under this Agreement participation shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (iii) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement, (b) no such participant shall have any rights under this Agreement except as provided in this Section 13.11, and (c) the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement or instrument pursuant to which a Bank sells such a participation is granted shall provide that such Bank 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 Bank 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 Section 8.9(i) that affects which such Participantparticipant has an interest. Subject Any party to Section 8.6(b), the Applicant agrees that each Participant which such a participation has been granted shall be entitled to have the benefits of Sections 8.1 Section 1.12, Section 10.4 and 8.15 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 Bank Lender and had acquired its interest by assignment pursuant to Section 8.7. To 13.12) (it being understood that the extent permitted by law, each Participant also documentation required under Section 13.1(e) shall be entitled delivered to the benefits of Section 8.2 as though it were a Bank, provided such Participant agrees to be subject to Section 2.5(b) as though it were a Bank. (b) Notwithstanding anything to Lender who sells the contrary in this Agreement, 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 Bankparticipation). Each Bank Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the ApplicantBorrower, 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 Obligations Loans or other obligations under this Agreement the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank 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. (a) Any Bank mayLender may at any time, without the consent of the Applicantof, or notice to, the Administrative Agent Borrowers, the Agents, the Issuing Banks or the Issuing Bank, Swing Line Lender sell participations to one or more banks or other entities any person (a “Participant”), other than an Ineligible Institutiona natural person, Borrower or any of Borrower's Affiliates or Subsidiaries or any Permitted Holder or a Permitted Holder's Affiliates) (each, a "Participant") in all or a portion of such Bank’s Lender's rights and and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the LC Disbursements Loans owing to it); provided that (i) such Bank’s Lender's obligations under this Agreement shall remain unchanged, (ii) such Bank Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the ApplicantBorrowers, the Administrative Agent, the Issuing Bank Agents and the other Lenders and Issuing Banks shall continue to deal solely and directly with such Bank Lender in connection with such Bank’s Lender's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Bank Lender sells such a participation shall provide that such Bank Lender shall retain the sole right to enforce this Agreement the Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreementthe Loan Documents; provided that such agreement or instrument may provide that such Bank Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 8.9(i10.09(b) that affects such Participant. Subject to Section 8.6(b)paragraph (e) of this Section, the Applicant each Borrower agrees that each Participant shall be entitled to the benefits of Sections 8.1 2.08(e), 2.15, 2.16 and 8.15 2.17 (subject to the requirements and limitations thereinof those Sections) to the same extent as if it were a Bank Lender and had acquired its interest by assignment pursuant to Section 8.7paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.2 10.06 as though it were a BankLender, provided such Participant agrees to be subject to Section 2.5(b) 2.19 as though it were a BankLender. (b) Notwithstanding anything to the contrary in this Agreement, 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 Bank that sells a participation shall, acting solely for this purpose as an agent of the Applicant, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Bank may, without in the consent of the Applicant, the Administrative Agent or the Issuing Bank, sell participations Loans made and Reimbursement Obligations and/or Revolving Credit Commitments held by such Lender at any time and from time to time to one or more banks or other entities Persons (a “Participant”), other than an Ineligible Institution, in all a natural Person or a portion the Parent or any of such Bankthe Parent’s rights and obligations under this Agreement (including all Affiliates or a portion of its Commitment and the LC Disbursements owing to itSubsidiaries); provided that (i) no such Bank’s obligations under this Agreement participation shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (iii) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 12.11, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement or instrument pursuant to which a Bank sells such a participation is granted shall provide that such Bank 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 Bank 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 Section 8.9(i) that affects which such Participantparticipant has an interest. Subject Any party to Section 8.6(b), the Applicant agrees that each Participant which such a participation has been granted shall be entitled to have the benefits of Sections 8.1 1.12, 9.3 and 8.15 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 Bank Lender and had acquired its interest by assignment pursuant to Section 8.7. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.2 as though it were a Bank, 12.12 hereof; provided such Participant agrees to be subject to Section 2.5(b) as though it were a Bank. (b) Notwithstanding anything to the contrary in this Agreement, 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 Bank that sells a participation shall, acting solely for this purpose as an agent of the Applicant, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.such

Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Bank may, without in the consent of the Applicant, the Administrative Agent or the Issuing Bank, sell participations Loans made and Reimbursement Obligations and/or Commitments held by such Lender at any time and from time to time to one or more banks or other entities (a “Participant”), other than an Ineligible Institution, in all or a portion of such Bank’s rights and obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing to it)Persons; provided that (i) no such Bank’s obligations under this Agreement participation shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (iii) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and 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, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement or instrument pursuant to which a Bank sells such a participation is granted shall provide that such Bank 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 modification, or waiver of any provision of this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Bank Lender will not, without the consent of the Participant, not agree to any modification, amendment, modification or waiver described of the Loan Documents with respect to any items in Section 8.9(iSections 13.14(i) that affects and 13.14(ii). Any party to which such Participant. Subject to Section 8.6(b), the Applicant agrees that each Participant a participation has been granted shall be entitled to the benefits of Sections 8.1 and 8.15 (subject to the requirements and limitations therein) to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to Section 8.7. To the extent permitted by law, each Participant also shall be entitled to have the benefits of Section 8.2 as though 1.12, Section 10.3, and Section 13.16 hereof, provided that the Borrower shall not be obligated to pay any amount in excess of the amount it were a Bankwould have been liable for had such participation not been made. 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, provided such Participant participant or prospective participant agrees to be subject to abide by Section 2.5(b) as though it were a Bank13.13 hereof. (b) Notwithstanding anything to the contrary in this Agreement, 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 Bank that sells a participation shall, acting solely for this purpose as an agent of the Applicant, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Bank may, without in the consent of Loans made and/or the Applicant, the Administrative Agent or the Issuing Bank, sell participations Commitments held by such Lender at any time and from time to time to one or more banks or other entities (a “Participant”), other than an Ineligible Institution, in all or a portion of such Bank’s rights and obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing to it)Persons; provided that (i) no such Bank’s obligations under this Agreement participation shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (iii) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and 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, and Administrative Agent shall have no obligation or responsibility to such participant. Any agreement or instrument pursuant to which a Bank sells such a participation is granted shall provide that such Bank the granting Lender shall retain the sole right and responsibility to enforce the obligations of Borrower 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 Bank 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 Section 8.9(i) that affects which such Participantparticipant has an interest. Subject Any party to Section 8.6(b), the Applicant agrees that each Participant which such a participation has been granted shall be entitled to have the benefits of Sections 8.1 3.1 and 8.15 3.2 (subject to the requirements and limitations therein, including the requirements of Section 3.1(b), it being understood that the documentation required under Section 3.1(b) shall be delivered to the same extent as if it were a Bank participating Lender), Section 3.4 and had acquired its interest by assignment pursuant to Section 8.7. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.2 as though it were a Bank, provided such Participant agrees to be subject to Section 2.5(b) as though it were a Bank. (b) Notwithstanding anything to the contrary in this Agreement, 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 Bank3.6. Each Bank Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the ApplicantBorrower, 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 Obligations Loans or other obligations under this Agreement 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 Bank Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Bank may, without in the consent of the Applicant, the Administrative Agent or the Issuing Bank, sell participations Loans made and Reimbursement Obligations and/or Revolving Credit Commitments held by such Lender at any time and from time to time to one or more banks or other entities (a “Participant”), other than an Ineligible Institution, in all or a portion of such Bank’s rights and obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing to it)Persons; provided that (ia) no such Bank’s obligations under this Agreement participation shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (iii) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement, (b) no such participant shall have any rights under this Agreement except as provided in this Section 13.11, and (c) the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement or instrument pursuant to which a Bank sells such a participation is granted shall provide that such Bank the granting Lender shall retain the sole right and responsibility to enforce the obligations of each Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Bank 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 Section 8.9(i) that affects which such Participant. Subject to Section 8.6(b), the Applicant agrees that each Participant shall be entitled to the benefits of Sections 8.1 and 8.15 participant has an interest (subject to the requirements proviso in Section 13.13(i)). Any party to which such a participation has been granted shall have the benefits of Section 1.12, Section 10.3 and Section 13.1 hereof and to the extent permitted by law, Section 13.16 hereof (subject to the terms of Section 13.7 hereof) (in each case, subject to the 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 Bank Lender and had acquired its interest by assignment pursuant to Section 8.7. To 13.12 hereof) (it being understood that the extent permitted by law, each Participant also documentation required under Section 13.1(e) hereof shall be entitled delivered to the benefits of Section 8.2 as though it were a Bank, provided such Participant agrees to be subject to Section 2.5(b) as though it were a Bank. (b) Notwithstanding anything to Lender who sells the contrary in this Agreement, 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 Bankparticipation). Each Bank Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the ApplicantBorrowers, 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 Obligations Loans or other obligations under this Agreement the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank 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 any Borrower or any of their Affiliates or Subsidiaries, a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of one or more natural persons), or a Defaulting Lender or a Person that would be a Defaulting Lender if it were a Lender. Notwithstanding the preceding paragraph, any Farm Credit Lender that (i) has purchased a participation from any Lender that is a Farm Credit Lender in the minimum amount of $5,000,000.00 on or after the Closing Date, (ii) is, by written notice to the U.S. Borrower and the Administrative Agent (a “Voting Participant Notification”), designated by the selling Lender as being entitled to be accorded the rights of a voting participant hereunder (any Farm Credit Lender so designated being called a “Voting Participant”) and (iii) receives the prior written consent of the U.S. Borrower and the Administrative Agent to become a Voting Participant, shall be entitled to vote (and the voting rights of the selling Lender shall be correspondingly reduced), on a dollar for dollar basis, as if such Voting Participant were a Lender, on any matter requiring or allowing a Lender to provide or withhold its consent, or to otherwise vote on any proposed action, in each case, in lieu of the vote of the selling Lender; provided, however, that if such Voting Participant has at any time failed to fund any portion of its participation when required to do so and notice of such failure has been delivered by the selling Lender to the Administrative Agent, then until such time as all amounts of its participation required to have been funded have been funded and notice of such funding has been delivered by the selling Lender to the Administrative Agent, such Voting Participant shall not be entitled to 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 U.S. 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 U.S. Borrower within three Business Days of any termination of, or reduction or increase in the amount of, such participation and shall promptly upon request of the Administrative Agent update or confirm there has been no change in the information set forth in Schedule 13.11 or delivered in connection with any Voting Participant Notification. Each Borrower and the Administrative Agent shall be entitled to conclusively rely on information provided by a Lender identifying itself or its 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 any 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. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Bank may, without in the consent of the Applicant, the Administrative Agent or the Issuing Bank, sell participations Loans made and Reimbursement Obligations and/or Revolving Credit Commitments held by such Lender at any time and from time to time to one or more banks or other entities (a “Participant”), other than an Ineligible Institution, in all or a portion of such Bank’s rights and obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing to it)Persons; provided that (ia) no such Bank’s obligations under this Agreement participation shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (iii) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement, (b) no such participant shall have any rights under this Agreement except as provided in this Section 13.11, and (c) the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement or instrument pursuant to which a Bank sells such a participation is granted shall provide that such Bank the granting Lender shall retain the sole right and responsibility to enforce the obligations of each Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Bank 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 Section 8.9(i) that affects which such Participantparticipant has an interest. Subject Any party to Section 8.6(b), the Applicant agrees that each Participant which such a participation has been granted shall be entitled to have the benefits of Sections 8.1 Section 1.12, Section 10.3 and 8.15 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 Bank Lender and had acquired its interest by assignment pursuant to Section 8.7. To 13.12 hereof) (it being understood that the extent permitted by law, each Participant also documentation required under Section 13.1(e) hereof shall be entitled delivered to the benefits of Section 8.2 as though it were a Bank, provided such Participant agrees to be subject to Section 2.5(b) as though it were a Bank. (b) Notwithstanding anything to Lender who sells the contrary in this Agreement, 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 Bankparticipation). Each Bank Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the ApplicantBorrowers, 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 Obligations Loans or other obligations under this Agreement the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank 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 any Borrower or any of their Affiliates or Subsidiaries, a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of one or more natural persons), or a Defaulting Lender or a Person that would be a Defaulting Lender if it were a Lender. Notwithstanding the preceding paragraph, any Farm Credit Lender that (i) has purchased a participation from any Lender that is a Farm Credit Lender in the minimum amount of $5,000,000.00 on or after the Closing Date, (ii) is, by written notice to the U.S. Borrower and the Administrative Agent (a “Voting Participant Notification”), designated by the selling Lender as being entitled to be accorded the rights of a voting participant hereunder (any Farm Credit Lender so designated being called a “Voting Participant”) and (iii) receives the prior written consent of the U.S. Borrower and the Administrative Agent to become a Voting Participant, shall be entitled to vote (and the voting rights of the selling Lender shall be correspondingly reduced), on a dollar for dollar basis, as if such Voting Participant were a Lender, on any matter requiring or allowing a Lender to provide or withhold its consent, or to otherwise vote on any proposed action, in each case, in lieu of the vote of the selling Lender; provided, however, that if such Voting Participant has at any time failed to fund any portion of its participation when required to do so and notice of such failure has been delivered by the selling Lender to the Administrative Agent, then until such time as all amounts of its participation required to have been funded have been funded and notice of such funding has been delivered by the selling Lender to the Administrative Agent, such Voting Participant shall not be entitled to 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 Company 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 U.S. Borrower within three Business Days of any termination of, or reduction or increase in the amount of, such participation and shall promptly upon request of the Administrative Agent update or confirm there has been no change in the information set forth in Schedule 13.11 or delivered in connection with any Voting Participant Notification. Each Borrower and the Administrative Agent shall be entitled to conclusively rely on information provided by a Lender identifying itself or its 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 any 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. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Bank may, without in the consent of the Applicant, the Administrative Agent or the Issuing Bank, sell participations Loans made and Commitments held by such Lender at any time and from time to time to one or more banks or other entities Persons (a “Participant”), other than an Ineligible Institutiona natural Person, in all or a portion 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 such Bankthe Borrower’s rights and obligations under this Agreement (including all Affiliates or a portion of its Commitment and the LC Disbursements owing to itSubsidiaries); provided that (i) no such Bank’s obligations under this Agreement participation shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (iii) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 12.11, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement or instrument pursuant to which a Bank sells such a participation is granted shall provide that such Bank 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 Bank 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 Section 8.9(i) that affects which such Participantparticipant has an interest. Subject Any party to Section 8.6(b), the Applicant agrees that each Participant which such a participation has been granted shall be entitled to have the benefits of Sections 8.1 Section 1.11, Section 10.3, and 8.15 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 Bank Lender and had acquired its interest by assignment pursuant to Section 8.7. To the extent permitted by law, each Participant also shall be entitled to the benefits paragraph (b) of Section 8.2 as though it were a Bank, this Section; provided that such Participant participant (A) agrees to be subject to the provisions of Section 2.5(b12.1(g) as though if it were a Bank. an assignee under Section 12.12(a); and (bB) Notwithstanding anything to the contrary in this Agreement, a Participant shall not be entitled to receive any greater payment under Section 8.1 Sections 10.3 or 8.15 12.1, with respect to any participation, than the applicable Bank its participating Lender would have been entitled to receive with respect receive, except to the participation sold extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participation. The Borrower and each Guarantor authorizes each Lender to disclose to any participant or prospective participant under this Section 12.11 any financial or other information pertaining to each Guarantor, the Borrower or any Subsidiary, provided that such Participant, unless the sale of the participation to such Participant is made with the Applicant’s prior written consent. A Participant that would participant or prospective participant shall be a Non-U.S. Bank if it were a Bank shall not be entitled subject to the benefits provisions of Section 8.15 unless the Applicant is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Applicant, to comply with Section 8.15 as though it were a Bank. Each Bank that sells a participation shall, acting solely for this purpose as an agent of the Applicant, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary12.25.

Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Bank may, without in the consent of the Applicant, the Administrative Agent or the Issuing Bank, sell participations Loans made and Reimbursement Obligations and/or Revolving Credit Commitments held by such Lender at any time and from time to time to one or more banks or other entities (a “Participant”), other than an Ineligible Institution, in all or a portion of such Bank’s rights and obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing to it)Persons; provided that (ia) no such Bank’s obligations under this Agreement participation shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (iii) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement, (b) no such participant shall have any rights under this Agreement except as provided in this Section 13.11, and (c) the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement or instrument pursuant to which a Bank sells such a participation is granted shall provide that such Bank the granting Lender shall retain the sole right and responsibility to enforce the obligations of each Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Bank 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 Section 8.9(i) that affects which such Participantparticipant has an interest. Subject Any party to Section 8.6(b), the Applicant agrees that each Participant which such a participation has been granted shall be entitled to have the benefits of Sections 8.1 Section 1.12, Section 10.3 and 8.15 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 Bank Lender and had acquired its interest by assignment pursuant to Section 8.7. To 13.12 hereof) (it being understood that the extent permitted by law, each Participant also documentation required under Section 13.1(e) hereof shall be entitled delivered to the benefits of Section 8.2 as though it were a Bank, provided such Participant agrees to be subject to Section 2.5(b) as though it were a Bank. (b) Notwithstanding anything to Lender who sells the contrary in this Agreement, 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 Bankparticipation). Each Bank Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the ApplicantBorrowers, 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 Obligations Loans or other obligations under this Agreement the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank 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 any Borrower or any of their Affiliates or Subsidiaries, a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of one or more natural persons), or a Defaulting Lender or a Person that would be a Defaulting Lender if it were a Lender. Notwithstanding the preceding paragraph, any Farm Credit Lender that (i) has purchased a participation from any Lender that is a Farm Credit Lender in the minimum amount of $5,000,000.00 on or after the Closing Date, (ii) is, by written notice to the U.S. Borrower and the Administrative Agent (a “Voting Participant Notification”), designated by the selling Lender as being entitled to be accorded the rights of a voting participant hereunder (any Farm Credit Lender so designated being called a “Voting Participant”) and (iii) receives the prior written consent of the U.S. Borrower and the Administrative Agent to become a Voting Participant, shall 105 be entitled to vote (and the voting rights of the selling Lender shall be correspondingly reduced), on a dollar for dollar basis, as if such Voting Participant were a Lender, on any matter requiring or allowing a Lender to provide or withhold its consent, or to otherwise vote on any proposed action, in each case, in lieu of the vote of the selling Lender; provided, however, that if such Voting Participant has at any time failed to fund any portion of its participation when required to do so and notice of such failure has been delivered by the selling Lender to the Administrative Agent, then until such time as all amounts of its participation required to have been funded have been funded and notice of such funding has been delivered by the selling Lender to the Administrative Agent, such Voting Participant shall not be entitled to 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 Company 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 U.S. Borrower within three Business Days of any termination of, or reduction or increase in the amount of, such participation and shall promptly upon request of the Administrative Agent update or confirm there has been no change in the information set forth in Schedule 13.11 or delivered in connection with any Voting Participant Notification. Each Borrower and the Administrative Agent shall be entitled to conclusively rely on information provided by a Lender identifying itself or its 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 any 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. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Bank may, without in the consent of the Applicant, the Administrative Agent or the Issuing Bank, sell participations Loans made and/or Commitments held by such Lender at any time and from time to time to one or more banks or other entities (a “Participant”), other than an Ineligible Institution, in all or a portion of such Bank’s rights and obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing to it)Persons; provided that (ia) no such Bank’s obligations under this Agreement participation shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (iii) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement, (b) no such participant shall have any rights under this Agreement except as provided in this Section 13.11, and (c) the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement or instrument pursuant to which a Bank sells such a participation is granted shall provide that such Bank 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 Bank 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 Section 8.9(i) that affects which such Participantparticipant has an interest. Subject Any party to Section 8.6(b), the Applicant agrees that each Participant which such a participation has been granted shall be entitled to have the benefits of Sections 8.1 Section 1.12, Section 10.4 and 8.15 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 Bank Lender and had acquired its interest by assignment pursuant to Section 8.7. To 13.12) (it being understood that the extent permitted by law, each Participant also documentation required under Section 13.1(e) shall be entitled delivered to the benefits of Section 8.2 as though it were a Bank, provided such Participant agrees to be subject to Section 2.5(b) as though it were a Bank. (b) Notwithstanding anything to Lender who sells the contrary in this Agreement, 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 Bankparticipation). Each Bank Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the ApplicantBorrower, 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 Obligations Loans or other obligations under this Agreement the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant's interest in any commitments, loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank Lender 80 #92469623v14 80 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 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.

Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Bank may, without in the consent of the Applicant, the Administrative Agent or the Issuing Bank, sell participations Loans made and Reimbursement Obligations and/or Revolving Credit Commitments held by such Lender at any time and from time to time to one or more banks or other entities Persons (a “Participant”), other than an Ineligible Institution, in all a natural Person or a portion the Parent or any of such Bankthe Parent’s rights and obligations under this Agreement (including all Affiliates or a portion of its Commitment and the LC Disbursements owing to itSubsidiaries); provided that (i) no such Bank’s obligations under this Agreement participation shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (iii) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 12.11, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement or instrument pursuant to which a Bank sells such a participation is granted shall provide that such Bank 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 Bank 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 Section 8.9(i) that affects which such Participantparticipant has an interest. Subject Any party to Section 8.6(b), the Applicant agrees that each Participant which such a participation has been granted shall be entitled to have the benefits of Sections 8.1 1.12, 9.3 and 8.15 12.1 hereof (subject to the requirements and limitations therein) to , including the same extent as if it were a Bank and had acquired its interest by assignment pursuant to Section 8.7. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.2 as though it were a Bank, provided such Participant agrees to be subject to Section 2.5(b) as though it were a Bank. (b) Notwithstanding anything to the contrary in this Agreement, a Participant shall not be entitled to receive any greater payment requirements under Section 8.1 or 8.15 than 12.1(c) hereof (it being understood that 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 Bank that sells a participation shall, acting solely for this purpose as an agent of the Applicant, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations documentation required under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.Section

Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Bank may, without in the consent of the Applicant, the Administrative Agent or the Issuing Bank, sell participations Loans made and Reimbursement Obligations and/or Revolving Credit Commitments held by such Lender at any time and from time to time to one or more banks or other entities Persons (a “Participant”), other than an Ineligible Institution, in all a natural Person or a portion the Parent or any of such Bankthe Parent’s rights and obligations under this Agreement (including all Affiliates or a portion of its Commitment and the LC Disbursements owing to itSubsidiaries); provided that (i) no such Bank’s obligations under this Agreement participation shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (iii) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 12.11, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement or instrument pursuant to which a Bank sells such a participation is granted shall provide that such Bank 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 Bank 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 Section 8.9(i) that affects which such Participantparticipant has an interest. Subject Any party to Section 8.6(b), the Applicant agrees that each Participant which such a participation has been granted shall be entitled to have the benefits of Sections 8.1 1.12, 9.3 and 8.15 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 Bank Lender and had acquired its interest by assignment pursuant to Section 8.7. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.2 as though it were a Bank, 12.12 hereof; provided that such Participant participant (A) agrees to be subject to Section 2.5(b) the provisions of Sections 1.14 hereof as though it were a Bank. (b) Notwithstanding anything to the contrary in this Agreement, 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 Bank that sells a participation shall, acting solely for this purpose as an agent of the Applicant, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.an

Participants. (a) Any Bank mayIn addition to the other rights provided in this Section 10.2, each Lender may without notice to or consent from the consent of the Applicant, the Administrative Agent Agents or the Issuing BankBorrowers, sell participations to one or more banks Persons in or other entities (a “Participant”), other than an Ineligible Institution, in all or a portion of such Bank’s rights and obligations under this Agreement (including to all or a portion of its Commitment rights and obligations under the LC Disbursements owing Loan Documents (including all its rights and obligations with respect to itthe, Revolving Loans and Letters of Credit); provided that provided, however, that, whether as a result of any term of any Loan Document or of such grant or participation, (i) no such Bank’s obligations under this Agreement participant shall remain unchangedhave a commitment, or be deemed to have made an offer to commit, to make Loans hereunder, and, except as provided in the applicable option agreement, none shall be liable for any obligation of such Lender hereunder, (ii) such Bank Lender’s rights and obligations, and the rights and obligations of the Loan Parties and the Secured Parties towards such Lender, under any Loan Document shall remain unchanged and each other party hereto shall continue to deal solely responsible with such Lender, which shall remain the holder of the Obligations in the Register, except that (A) each such participant shall be entitled to the other parties hereto benefit of Sections 2.16 and 2.17, but only to the extent (x) such participant delivers the tax forms such Lender is required to collect pursuant to Section 2.17(a) and then only to the extent of any amount to which such Lender would be entitled in the absence of any such grant or participation and (y) that prior to an Event of Default, each such participant in the Canadian Revolving Credit Commitment that it is a non-resident of Canada in respect of any payment made by Bombay Canada to such participant under the Loan Documents for the performance purposes of Part XIII of the ITA shall not be entitled to any payment of any additional amount or indemnification pursuant to Section 2.17 from any Loan Party on account of any Canadian withholding taxes (including interest and penalties in respect thereof) exigible on any such obligations payment; provided, however, that in no case shall participant have the right to enforce any of the terms of any Loan Document, and (iii) the Applicantconsent of such participant shall not be required (either directly, as a restraint on such Lender’s ability to consent hereunder or otherwise) for any amendments, waivers or consents with respect to any Loan Document or to exercise or refrain from exercising any powers or rights such Lender may have under or in respect of the Administrative Agent, Loan Documents (including the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Bank sells such a participation shall provide that such 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 Bank will not, without the consent direct enforcement of the ParticipantObligations), agree except for those described in clauses (iii) and (iv) of Section 10.1(a) with respect to any amendmentamounts, modification or waiver dates fixed for payment of amounts, to which such participant would otherwise be entitled and, except for those described in Section 8.9(i10.1(a)(v) that affects such Participant. Subject to Section 8.6(b)(or amendments, the Applicant agrees that each Participant shall be entitled to the benefits of Sections 8.1 consents and 8.15 (subject to the requirements and limitations therein) to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to Section 8.7. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.2 as though it were a Bank, provided such Participant agrees to be subject to Section 2.5(b) as though it were a Bank. (b) Notwithstanding anything to the contrary in this Agreement, 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 waivers with respect to the participation sold Section 9.10 to such Participant, unless the sale release all or substantially all 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 Bank that sells a participation shall, acting solely for this purpose as an agent of the Applicant, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations under this Agreement (the “Participant Register”Collateral). The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Bank may, without in the consent of the Applicant, the Administrative Agent or the Issuing Bank, sell participations Loans made and/or Commitments held by such Lender at any time and from time to time to one or more banks or other entities (a “Participant”), other than an Ineligible Institution, in all or a portion of such Bank’s rights and obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing to it)Persons; provided that (i) no such Bank’s obligations under this Agreement participation shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (iii) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and 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, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement or instrument pursuant to which a Bank sells such a participation is granted shall provide that such Bank 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 Bank will notthat, without the consent of the Participantsuch participant, such Lender will not agree to any amendmentmodification, modification amendment or waiver described of the Loan Documents that (i) would reduce the amount of or postpone any fixed date for payment of any Obligation in Section 8.9(iwhich such participant has an interest or (ii) that affects such Participant. Subject to Section 8.6(b), would require the Applicant agrees that each Participant shall be entitled to the benefits consent of Sections 8.1 and 8.15 (subject to the requirements and limitations therein) to the same extent as if it were a Bank and had acquired its interest by assignment all Lenders pursuant to Section 8.79.13(ii) hereof. To the extent permitted by law, each Participant also Any party to which such a participation has been granted shall be entitled to have the benefits of Section 8.2 7.1 and Section 7.4 hereof. The Borrowers authorize each Lender to disclose to any participant or prospective participant under this Section any financial or other information pertaining to any Borrower. Each Lender that grants any participation hereunder shall cause each of its participants that is not a United States person (as though it were a Bank, provided such Participant agrees to be subject to term is defined in Section 2.5(b7701(a)(30) as though it were a Bank. (b) Notwithstanding anything to the contrary in this Agreement, 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, Code) to comply with those Lender requirements set forth in Section 8.15 as though it were a Bank. Each Bank that sells a participation shall, acting solely for this purpose as an agent of the Applicant, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest9.1(b) of each Participant’s interest in the Obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contraryhereof.

Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Bank may, without in the consent of the Applicant, the Administrative Agent or the Issuing Bank, sell participations Loans made and/or Commitments held by such Lender at any time and from time to time to one or more banks or other entities (a “Participant”), other than an Ineligible Institution, in all or a portion of such Bank’s rights and obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing to it)Persons; provided that (ia) no such Bank’s obligations under this Agreement participation shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (iii) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement, (b) no such participant shall have any rights under this Agreement except as provided in this Section 13.11, and (c) the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement or instrument pursuant to which a Bank sells such a participation is granted shall provide that such Bank 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 Bank 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 Section 8.9(i) that affects which such Participantparticipant has an interest. Subject Any party to Section 8.6(b), the Applicant agrees that each Participant which such a participation has been granted shall be entitled to have the benefits of Sections 8.1 Section 1.12, Section 10.3 and 8.15 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 Bank Lender and had acquired its interest by assignment pursuant to Section 8.7. To 13.12 hereof) (it being understood that the extent permitted by law, each Participant also documentation required under Section 13.1(e) hereof shall be entitled delivered to the benefits of Section 8.2 as though it were a Bank, provided such Participant agrees to be subject to Section 2.5(b) as though it were a Bank. (b) Notwithstanding anything to Lender who sells the contrary in this Agreement, 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 Bankparticipation). Each Bank Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the ApplicantBorrower, 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 Obligations Loans or other obligations under this Agreement the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank 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. (a) Any Bank mayLender may at any time, without the consent of the Applicantof, or notice to, the Administrative Agent Borrower or the Issuing BankAdministrative Agent, sell participations to one any Person (other than a natural Person, or more banks a holding company, investment vehicle or other entities 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”), other than an Ineligible Institution, ) in all or a portion of such BankLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the LC Disbursements Loans owing to it); provided that (i) such BankLender’s obligations under this Agreement shall remain unchanged, (ii) such Bank Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, and (iii) the ApplicantBorrower, the Administrative Agent, the Issuing Bank L/C Issuer and the other Banks Lenders shall continue to deal solely and directly with such Bank Lender in connection with such BankLender’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 Bank Lender sells such a participation shall provide that such Bank 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 Bank Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso of Section 8.9(i) 10.11 that affects such Participant. Subject to Section 8.6(b), the Applicant The Borrower agrees that each Participant shall be entitled to the benefits of Sections 8.1 3.1 through 3.4 and 8.15 3.6 (subject to the requirements and limitations therein) to the same extent as if it were a Bank Lender and had acquired its interest by assignment pursuant Section 10.10; provided that such Participant (A) agrees to be subject to the provisions of Section 8.72.16 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 the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.16 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.2 10.14 as though it were a Bank, Lender; provided that such Participant agrees to be subject to Section 2.5(b) 10.5 as though it were a Bank. (b) Notwithstanding anything to the contrary in this Agreement, 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 BankLender. Each Bank Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Applicant#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 Obligations Loans or other obligations under this Agreement 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 Bank Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Bank may, without in the consent of the Applicant, the Administrative Agent or the Issuing Bank, sell participations Loans made and Reimbursement Obligations and/or Revolving Credit Commitments held by such Lender at any time and from time to time to one or more banks or other entities (a “Participant”), other than an Ineligible Institution, in all or a portion of such Bank’s rights and obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing to it)Persons; provided that (ia) no such Bank’s obligations under this Agreement participation shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (iii) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement, (b) no such participant shall have any rights under this Agreement except as provided in this Section 13.11, and (c) the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement or instrument pursuant to which a Bank sells such a participation is granted shall provide that such Bank the granting Lender shall retain the sole right and responsibility to enforce the obligations of each Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Bank 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 Section 8.9(i) that affects which such Participantparticipant has an interest. Subject Any party to Section 8.6(b), the Applicant agrees that each Participant which such a participation has been granted shall be entitled to have the benefits of Sections 8.1 Section 1.12, Section 10.3 and 8.15 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 Bank Lender and had acquired its interest by assignment pursuant to Section 8.7. To 13.12 hereof) (it being understood that the extent permitted by law, each Participant also documentation required under Section 13.1(e) hereof shall be entitled delivered to the benefits of Section 8.2 as though it were a Bank, provided such Participant agrees to be subject to Section 2.5(b) as though it were a Bank. (b) Notwithstanding anything to Lender who sells the contrary in this Agreement, 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 Bankparticipation). Each Bank Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the ApplicantBorrowers, 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 Obligations Loans or other obligations under this Agreement the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank 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 any Borrower or any of their 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. (a) Any Bank mayIn addition to the other rights provided in this Section 10.2, each Lender may without the notice to or consent of the Applicant, from the Administrative Agent or the Issuing BankBorrowers, sell participations to one or more banks Persons in or other entities (a “Participant”), other than an Ineligible Institution, in all or a portion of such Bank’s rights and obligations under this Agreement (including to all or a portion of its Commitment rights and obligations under the LC Disbursements owing to it)Loan Documents; provided that provided, however, that, whether as a result of any term of any Loan Document or of such grant or participation, (i) no such Bank’s obligations under this Agreement participant shall remain unchangedhave a commitment, or be deemed to have made an offer to commit, to make any Loan hereunder, and, except as provided in the applicable option agreement, none shall be liable for any obligation of such Lender hereunder, (ii) such Bank Lender’s rights and obligations, and the rights and obligations of the Loan Parties and the Secured Parties towards such Lender, under any Loan Document shall remain unchanged and each other party hereto shall continue to deal solely responsible with such Lender, which shall remain the holder of the Obligations in the Register, except that (A) each such participant shall be entitled to the other parties hereto for benefit of Sections 2.11 and 2.12, but only to the performance extent such participant delivers the tax forms such Lender is required to collect pursuant to Section 2.12(a) and then only to the extent of any amount to which such obligations Lender would be entitled in the absence of any such grant or participation; provided, however, that in no case shall such participant have the right to enforce any of the terms of any Loan Document, and (iii) the Applicantconsent of such participant shall not be required (either directly, as a restraint on such Lender’s ability to consent hereunder or otherwise) for any amendments, waivers or consents with respect to any Loan Document or to exercise or refrain from exercising any powers or rights such Lender may have under or in respect of the Administrative Agent, Loan Documents (including the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Bank sells such a participation shall provide that such 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 Bank will not, without the consent direct enforcement of the ParticipantObligations), agree except for those described in clauses (ii) and (iii) of Section 10.1(a) with respect to any amendmentamounts, modification or waiver dates fixed for payment of amounts, to which such participant would otherwise be entitled and, except for those described in Section 8.9(i10.1(a)(iv) that affects such Participant. Subject to Section 8.6(b)(or amendments, the Applicant agrees that each Participant shall be entitled to the benefits of Sections 8.1 consents and 8.15 (subject to the requirements and limitations therein) to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to Section 8.7. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.2 as though it were a Bank, provided such Participant agrees to be subject to Section 2.5(b) as though it were a Bank. (b) Notwithstanding anything to the contrary in this Agreement, 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 waivers with respect to the participation sold Section 9.10 to such Participant, unless the sale release all or substantially all 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 Bank that sells a participation shall, acting solely for this purpose as an agent of the Applicant, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations under this Agreement (the “Participant Register”Collateral). The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Bank may, in the Loans made and Reimbursement Obligations and/or Commitments held by such Lender at any time and from time to time to one or more other Persons without the consent of the Applicant, the Administrative Agent or the Issuing Bank, sell participations to one or more banks or other entities (a “Participant”), other than an Ineligible Institution, in all or a portion of such Bank’s rights and obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing to it)Borrower; provided that (i) no such Bank’s obligations under this Agreement participation shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (iii) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and 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, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement or instrument pursuant to which a Bank sells such a participation is granted shall provide that such Bank 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 Bank Lender will not, without the consent of the Participant, not agree to any amendmentmodification, modification amendment or waiver described in Section 8.9(i) that affects such Participant. Subject to Section 8.6(b), the Applicant agrees that each Participant shall be entitled to the benefits of Sections 8.1 and 8.15 (subject to the requirements and limitations therein) to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to Section 8.7. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.2 as though it were a Bank, provided such Participant agrees to be subject to Section 2.5(b) as though it were a Bank. (b) Notwithstanding anything to the contrary in this Agreement, 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 Loan Documents that would be a Non-U.S. Bank if it were a Bank shall not be entitled to reduce the benefits amount of Section 8.15 unless the Applicant is notified or postpone any fixed date for payment of the participation sold to any Obligation in which such Participant and such Participant agrees, for the benefit of the Applicant, to comply with Section 8.15 as though it were a Bankparticipant has an interest. Each Bank Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the ApplicantBorrower, 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 Obligations Loans or other obligations under this Agreement 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 Bank 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.

Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Bank may, without in the consent of the Applicant, the Administrative Agent or the Issuing Bank, sell participations Loans made and/or Commitments held by such Lender at any time and from time to time to one or more banks or other entities Persons (a “Participant”), other than an Ineligible Institution, in all or a portion of such Bank’s rights and obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing to itnatural persons); provided that (i) no such Bank’s obligations under this Agreement participation shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (iii) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and 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 13.10, and the Administrative Agent and the Collateral Agent shall have no obligation or responsibility to such participant. Any agreement or instrument pursuant to which a Bank sells such a participation is granted shall provide that such Bank 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 Bank 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 Section 8.9(i) that affects which such Participantparticipant has an interest. Subject Any party to Section 8.6(b), the Applicant agrees that each Participant which such a participation has been granted shall be entitled to the benefits of Sections 8.1 and 8.15 (subject to the requirements and limitations therein) to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to Section 8.7. To the extent permitted by law, each Participant also shall be entitled to have the benefits of Section 8.2 as though it were a Bank1.10 and Section 10.3 hereof; provided, provided such Participant agrees to that any payment shall be subject to Section 2.5(b) as though it were a Bank. (b) Notwithstanding anything limited to the contrary in this Agreement, 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 amount that would be a Non-U.S. Bank if it were a Bank shall not be entitled payable 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 Lender if there were a Bankno participation. Each Bank Lender that sells a participation shall, acting solely for this purpose as an agent of the ApplicantBorrowers, 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 Obligations Loans or other obligations under this Agreement the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant's interest in any Commitments, Loans, or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Bank may, without in the consent of the Applicant, the Administrative Agent or the Issuing Bank, sell participations Loans made and/or Commitments held by such Lender at any time and from time to time to one or more banks or other entities (a “Participant”), other than an Ineligible Institution, in all or a portion of such Bank’s rights and obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing to it)Persons; provided that (ia) no such Bank’s obligations under this Agreement participation shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (iii) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement, (b) no such participant shall have any rights under this Agreement except as provided in this Section 13.11, and (c) the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement or instrument pursuant to which a Bank sells such a participation is granted shall provide that such Bank 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 Bank 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 Section 8.9(i) that affects which such Participant. Subject to Section 8.6(b), the Applicant agrees that each Participant shall be entitled to the benefits of Sections 8.1 and 8.15 participant has an interest (subject to the requirements proviso in Section 13.13(i)). Any party to which such a participation has been granted shall have the benefits of Section 1.12, Section 10.3 and Section 13.1 hereof and to the extent permitted by law, Section 13.16 hereof (subject to the terms of Section 13.7 hereof) (in each case, subject to 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 Bank Lender and had acquired its interest by assignment pursuant to Section 8.7. To 13.12 hereof) (it being understood that the extent permitted by law, each Participant also documentation required under Section 13.1(e) hereof shall be entitled delivered to the benefits of Section 8.2 as though it were a Bank, provided such Participant agrees to be subject to Section 2.5(b) as though it were a Bank. (b) Notwithstanding anything to Lender who sells the contrary in this Agreement, 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 Bankparticipation). Each Bank Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the ApplicantBorrower, 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 Obligations Loans or other obligations under this Agreement the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank 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 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.

Participants. (a) Any Bank mayIn addition to the other rights provided in this Section 9.9, each Lender may without the notice to or consent of the Applicant, the Administrative from Agent or the Issuing BankBorrower, sell participations to one or more banks or other entities Persons (a “Participant”), other than an Ineligible Institution, Holdings or any of its Subsidiaries or Affiliates) in all or a portion of such Bank’s rights and obligations under this Agreement (including to all or a portion of its Commitment rights and obligations under the LC Disbursements owing Loan Documents (including all its rights and obligations with respect to itthe Term Loans); provided that provided, however, that, whether as a result of any term of any Loan Document or of such grant or participation, (i) no such Bank’s obligations under this Agreement participant shall remain unchangedhave a commitment, or be deemed to have made an offer to commit, to make Term Loans hereunder, and, except as provided in the applicable option agreement, none shall be liable for any obligation of such Lender hereunder, (ii) such Bank Lender’s rights and obligations, and the rights and obligations of the Credit Parties and the Secured Parties towards such Lender, under any Loan Document shall remain solely responsible to the unchanged and each other parties party hereto for the performance of such obligations and (iii) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement. Any agreement or instrument pursuant to Lender, which a Bank sells such a participation shall provide that such Bank shall retain remain 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 Bank will not, without the consent holder of the ParticipantObligations in the Register, agree to any amendment, modification or waiver described in Section 8.9(i) that affects such Participant. Subject to Section 8.6(b), the Applicant agrees except that each Participant such participant shall be entitled to the benefits of Sections 8.1 and 8.15 (subject Article X, but, with respect to Section 10.1, only to the requirements extent such participant delivers the tax forms such Lender is required to collect pursuant to subsection 10.1(f) and limitations therein) then only to the same extent as if it were a Bank and had acquired its interest by assignment pursuant of any amount to Section 8.7. To the extent permitted by law, each Participant also shall which such Lender would be entitled in the absence of any such grant or participation, provided, however, that in no case shall a participant have the right to enforce any of the benefits terms of Section 8.2 as though it were a Bankany Loan Document, provided (iii) the consent of such Participant agrees to be subject to Section 2.5(b) as though it were a Bank. (b) Notwithstanding anything to the contrary in this Agreement, a Participant participant shall not be entitled required (either directly, as a restraint on such Lender’s ability to receive consent hereunder or otherwise) for any greater payment under Section 8.1 amendments, waivers or 8.15 than the applicable Bank would have been entitled to receive consents with respect to the participation sold any Loan Document or to exercise or refrain from exercising any powers or rights such Participant, unless the sale Lender may have under or in respect of the participation Loan Documents (including the right 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 enforce or direct enforcement of the participation sold Obligations), except for those described in clauses (ii), (iii) and (vi) of subsection 9.1(a) with respect to such Participant and such Participant agreesamounts, or dates fixed for the benefit payment of the Applicantamounts, to comply with Section 8.15 as though it were a Bankwhich such participant would otherwise be entitled. Each Bank Lender that sells a participation shall, acting solely for this purpose as an agent of the ApplicantBorrower, maintain a register meeting the requirements of Section §5f.103-1(c) of the United States Treasury Regulations on which it enters in book entry form the name and address of each Participant participant and the principal amounts (and stated interest) of each Participantparticipant’s interest in the Obligations Term Loans or other obligations under this Agreement the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any participant or any information relating to a Participant’s interest in any Loans or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such Term Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. Unless otherwise required by the IRS, any disclosure required by the foregoing sentence shall be made by the relevant Lender directly and solely to the IRS. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank Lender shall treat each Person person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement the Loan Documents notwithstanding any notice to the contrary.

Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Bank may, without in the consent of the Applicant, the Administrative Agent or the Issuing Bank, sell participations Loans made and Reimbursement Obligations and/or Revolving Credit Commitments held by such Lender at any time and from time to time to one or more banks or other entities Persons (a “Participant”), other than an Ineligible Institution, in all a natural Person or a portion the Parent or any of such Bankthe Parent’s rights and obligations under this Agreement (including all Affiliates or a portion of its Commitment and the LC Disbursements owing to itSubsidiaries); provided that (i) no such Bank’s obligations under this Agreement participation shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (iii) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 12.11, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement or instrument pursuant to which a Bank sells such a participation is granted shall provide that such Bank 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 Bank 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 Section 8.9(i) that affects which such Participantparticipant has an interest. Subject Any party to Section 8.6(b), the Applicant agrees that each Participant which such a participation has been granted shall be entitled to have the benefits of Sections 8.1 1.12, 9.3 and 8.15 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 Bank Lender and had acquired its interest by assignment pursuant to Section 8.7. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.2 as though it were a Bank, 12.12 hereof; provided that such Participant participant (A) agrees to be subject to Section 2.5(b) the provisions of Sections 1.14 hereof as though if it were a Bank. an assignee under paragraph (b) Notwithstanding anything to the contrary in of this Agreement, a Participant Section; and (B) shall not be entitled to receive any greater payment under Section 8.1 Sections 9.3 or 8.15 12.1 hereof with respect to any participation, than the applicable Bank its participating Lender would have been entitled to receive with respect receive, except to the participation sold extent such entitlement 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 receive a Non-U.S. Bank if it were greater payment results from 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 Bank that sells a participation shall, acting solely for this purpose as an agent of the Applicant, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.Change -100-

Participants. (a) Any Bank In addition to the other rights provided in this Section 14.2 each Lender may, without notice to or consent from the consent of the Applicant, the Administrative Agent or the Issuing BankBorrower, sell participations to one or more banks Persons in or other entities (a “Participant”), other than an Ineligible Institution, in all or a portion of such Bank’s rights and obligations under this Agreement (including to all or a portion of its Commitment rights and obligations under the LC Disbursements owing Loan Documents (including all its rights and obligations with respect to itthe Advances); provided that provided, however, that, whether as a result of any term of any Loan Document or of such participation, (i) no such Bank’s obligations under this Agreement participant shall have a commitment, or be deemed to have made an offer to commit, to make Advances hereunder, and none shall be liable for any obligation of such Lender hereunder and such Lender shall remain unchangedliable for the making of all Advances hereunder, (ii) such Bank Lender’s rights and obligations, and the rights and obligations of the Loan Parties and the Secured Parties towards such Lender, under any Loan Document shall remain solely responsible to the unchanged and each other parties party hereto for the performance of such obligations and (iii) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank Lender, which shall remain the holder of the Obligations in connection the Register, except that each such participant shall be entitled to the benefit of Section 16, but, with respect to Section 16.1, only to the extent such Bankparticipant delivers the Tax forms required pursuant to Section 16.1(f) (it being understood that the documentation required thereunder shall be delivered to the participating Lender) and then only to the extent of any amount to which such Lender would be entitled in the absence of any such participation, provided, however, that in no case shall a participant have the right to enforce any of the terms of any Loan Document, (iii) each such participant shall be subject to the provisions of Section 14.3 and Section 16.1(e) as if it were an assignee under Section 14.2(b) and (iv) the consent of such participant shall not be required (either directly, as a restraint on such Lender’s ability to consent hereunder or otherwise) for any amendments, waivers or consents with respect to any Loan Document or to exercise or refrain from exercising any powers or rights and obligations such Lender may have under this Agreement. Any or in respect of the Loan Documents (including the right to enforce or direct enforcement of the Obligations), except that the agreement or instrument pursuant to which a Bank the Lender sells such a participation shall provide that such 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 Bank Lender will not, without the consent of the Participantsuch participant, agree to any amendmentamendments, modification waivers or waiver consents described in Section 8.9(iclauses (ii) that affects such Participant. Subject to Section 8.6(b), the Applicant agrees that each Participant shall be entitled to the benefits of Sections 8.1 and 8.15 (subject to the requirements and limitations thereiniii) to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to Section 8.7. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.2 as though it were a Bank, provided such Participant agrees to be subject to Section 2.5(b) as though it were a Bank. 15.1 (b) Notwithstanding anything to the contrary in this Agreement, 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 amounts, or dates fixed for payment of amounts, to which such Participant, unless the sale of the participation to such Participant is made with the Applicant’s prior written consent. A Participant that participant would otherwise be a Non-U.S. Bank if it were a Bank shall not be entitled to the benefits entitled) or those described in clause (vii) 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 Bank15.1(a). Each Bank Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the ApplicantBorrower, 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 Obligations Advances or other obligations under this Agreement the Loan Documents (the “Participant Register”); provided, that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any such Advance, Closing Date Advance Commitment or obligations under any Loan Document) to any Person other than the Agent except to the extent that such disclosure is necessary to establish that such Advance or obligation is in registered form under Section 5f.l03-l(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Agent (in its capacity as the Agent) shall have no responsibility for maintaining a Participant Register. Notwithstanding anything else to the contrary provided herein, no Lender shall be permitted to sell participations with respect to Advances to a Disqualified Person. Each Lender shall be entitled to rely conclusively on a representation of the participant in the applicable participation agreement that such participant is not a Disqualified Person, provided, that such reliance by such Lender is in good faith and reasonable under the circumstances existing at the time of such participation.

Participants. Each Lender shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Bank may, without in the consent of the Applicant, the Administrative Agent or the Issuing Bank, sell participations Loans made and/or Commitments held by such Lender at any time and from time to time to one or more banks or other entities (a “Participant”), other than an Ineligible Institution, in all or a portion of such Bank’s rights and obligations under this Agreement (including all or a portion of its Commitment and the LC Disbursements owing to it)Persons; provided that (ia) no such Bank’s obligations under this Agreement participation shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance relieve any Lender of such obligations and (iii) the Applicant, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and any of its obligations under this Agreement, and, provided, further that(b) no such participant shall have any rights under this Agreement except as provided in this Section 13.11, and (c) the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement or instrument pursuant to which a Bank sells such a participation is granted shall provide that such Bank the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any Table of Contents amendment, modification or waiver of any provision of this Agreement; provided the Loan Documents, except that such agreement or instrument may provide that such Bank 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 Section 8.9(i) that affects which such Participantparticipant has an interest. Subject Any party to Section 8.6(b), the Applicant agrees that each Participant which such a participation has been granted shall be entitled to have the benefits of Sections 8.1 Section 1.12, Section 10.3 and 8.15 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 Bank Lender and had acquired its interest by assignment pursuant to Section 8.7. To 13.12) (it being understood that the extent permitted by law, each Participant also documentation required under Section 13.1(e) shall be entitled delivered to the benefits of Section 8.2 as though it were a Bank, provided such Participant agrees to be subject to Section 2.5(b) as though it were a Bank. (b) Notwithstanding anything to Lender who sells the contrary in this Agreement, 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 Bankparticipation). Each Bank Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the ApplicantBorrower, 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 Obligations Loans or other obligations under this Agreement the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank 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. (a) Any Bank mayLender may at any time, without the consent of the Applicantof, or notice to, the Administrative Agent Borrowers or the Issuing BankAdministrative Agent, sell participations to one any Person (other than a natural Person or more banks the Borrowers or other entities any of the Borrowers’ Affiliates or Subsidiaries) (each, a “Participant”), other than an Ineligible Institution, ) in all or a portion of such BankLender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the LC Disbursements Loans owing to it); provided that (i) such BankLender’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 Bank Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and obligations, (iii) such Lender shall remain the Applicantholder of any such Note for all purposes of this Agreement, and (iv) the Borrowers, the Administrative Agent, the Issuing Bank Banks and the other Banks Lenders shall continue to deal solely and directly with such Bank Lender in connection with such BankLender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.26.3 with respect to any payments made by such Lender to its Participants. Any agreement or instrument pursuant to which a Bank Lender sells such a participation shall provide that such Bank 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 Bank Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification or waiver described in Section 8.9(i) 10.3.2 and Section 10.3.3 that affects such Participant. Subject to Section 8.6(b), the Applicant agrees that each Participant shall be entitled to the benefits of Sections 8.1 and 8.15 (subject to the requirements and limitations therein) to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to Section 8.7. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.2 as though it were a Bank, provided such Participant agrees to be subject to Section 2.5(b) as though it were a Bank. (b) Notwithstanding anything to the contrary in this Agreement, 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 Bank that sells a participation shall, acting solely for this purpose as an agent of the Applicant, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.