Common use of Participants Clause in Contracts

Participants. (a) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more Lenders or other financial institutions (“Participants”) participating interests in any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, the other Lenders, and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. However, any Participant that is an affiliate of any Lender shall have the right to deal directly with any other Lender and Borrower with respect to any matter that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C. (b) Borrower authorizes each Lender and Agent to disclose to any Participant and any prospective Participant any and all financial information in such Lender’s or Agent’s possession concerning Borrower and any of Borrower’s Subsidiaries which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries pursuant to this Agreement or which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries in connection with such Lender’s or Agent’s credit evaluation of Borrower and Borrower’s Subsidiaries prior to entering into this Agreement. Any Participant or prospective Participant shall be subject to the confidentiality provisions of this Agreement. (c) Each Lender shall with respect to its Participants, if any, retain the sole right to approve, without the consent of any Participant, any amendment, modification or waiver of any provision of the Loan Documents other than any amendment, modification or waiver with respect to any Loan or Commitment in which such Participant has an interest which forgives principal, interest or fees (other than Agent’s fees) or reduces the interest rate or fees (other than Agent’s fees) payable with respect to any such Loan or Commitment, postpones any date fixed for any regularly scheduled payment of principal of, or interest or fees (other than Agent’s fees) on, any such Loan or Commitment or releases any Guarantor. (d) Borrower agrees that each Participant shall be deemed to have the rights of set-off provided in subsection 11.8 hereof in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, provided that each Lender shall retain the right of set-off provided in subsection 11.8 hereof with respect to the amount of participating interests sold to each Participant. Lenders agree to share with each Participant, and each Participant, by exercising the right of set-off provided in subsection 11.8 hereof, agrees to share with each Lender, any amount received pursuant to the exercise of its right of set-off, such amounts to be shared in accordance with subsection 11.8 hereof as if each Participant were a Lender. (e) Except for the sale of participating interests as described in this subsection 11.4 and the assignments as described in subsection 11.7 hereof, no Lender may sell or assign its rights and interests under this Agreement without the written consent of each Lender and Borrower, provided that after the occurrence of a Default or an Event of Default that has not been waived by all Lenders, Borrower’s consent to such sale or assignment shall not be required.

Participants. (a) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more Lenders or other financial institutions (“Participants”) participating interests in any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, the other Lenders, and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. However, any Participant that is an affiliate of any Each Lender shall have the right at its own cost to deal directly with grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement Obligations and/or Revolving Credit Commitment and/or participations in Swing Loans held by such Lender at any time and from time to time to one or more Persons (other than a natural Person or any Borrower or Guarantor or any Affiliates or Subsidiaries of any Borrower or any Guarantor) (each, a “Participant”); provided that no such participation shall relieve any Lender and Borrower with respect to of any matter that is the subject of its obligations under this Agreement, and Lenders and Borrower agree to deal directly with provided further that no such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of participant shall have any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or except as provided in this Section 14.10, and the Notes are due and unpaid, or Administrative Agent shall have no obligation or responsibility to such participant. Any party to which such a participation has been declared or granted shall have become due the benefits of Section 3.6 and payable upon Section 11.3 hereof but shall not be entitled to receive any greater payment under either such Section than the occurrence of a Default or an Event of Default, each Participant shall be deemed Lender granting such participation would have been entitled to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C. (b) Borrower authorizes each Lender and Agent to disclose to any Participant and any prospective Participant any and all financial information in such Lender’s or Agent’s possession concerning Borrower and any of Borrower’s Subsidiaries which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries pursuant to this Agreement or which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries in connection with such Lender’s or Agent’s credit evaluation of Borrower and Borrower’s Subsidiaries prior to entering into this Agreement. Any Participant or prospective Participant shall be subject to the confidentiality provisions of this Agreement. (c) Each Lender shall receive with respect to its Participants, if any, the rights transferred. Any agreement pursuant to which any Lender may grant such a participating interest shall provide that such Lender shall retain the sole right and responsibility to approveenforce the obligations of the Borrowers hereunder including, without limitation, the consent of right to approve any Participant, any amendment, amendment or modification or waiver of any provision of the Loan Documents other than this Agreement; provided that such participation agreement may provide that such Lender will not agree to any amendmentmodification, modification amendment or waiver with respect to of this Agreement that would (A) increase the Revolving Credit Commitment of such Lender if such increase would also increase the participant’s obligations, (B) forgive any amount of or postpone the date for payment of any principal of or interest on any Loan or Commitment Reimbursement Obligation or of any fee payable hereunder in which such Participant participant has an interest or (C) reduce the stated rate at which forgives principal, interest or fees (accrue or other than Agent’s fees) or reduces the interest rate or fees (other than Agent’s fees) amounts payable with respect hereunder in which such participant has an interest. The Borrowers authorize each Lender to disclose to any such Loan participant or Commitmentprospective participant under this Section 14.10 any financial or other information pertaining to the Borrowers, postpones any date fixed subject to Section 14.21 hereof. Each Lender that sells a participation shall, acting solely for any regularly scheduled payment this purpose as an agent of principal ofthe Borrowers, or interest or fees (other than Agent’s fees) on, any such Loan or Commitment or releases any Guarantor. (d) Borrower agrees that maintain a register on which it enters the name and address of each Participant shall be deemed to have and the rights principal amounts (and stated interest) of set-off provided in subsection 11.8 hereof in respect of its participating each Participant’s interest in amounts owing the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the same extent as if 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 amount of its participating interest were owing directly to it as a Lender under United States Treasury Regulations. The entries in the Loan DocumentsParticipant Register shall be conclusive absent manifest error, provided that each and such Lender shall retain treat each Person whose name is recorded in the right Participant Register as the owner of set-off provided in subsection 11.8 hereof with respect such participation for all purposes of this Agreement notwithstanding any notice to the amount contrary. For the avoidance of participating interests sold to each Participant. Lenders agree to share with each Participantdoubt, and each Participant, by exercising the right of set-off provided Administrative Agent (in subsection 11.8 hereof, agrees to share with each Lender, any amount received pursuant to the exercise of its right of set-off, such amounts to be shared in accordance with subsection 11.8 hereof capacity as if each Administrative Agent) shall have no responsibility for maintaining a Participant were a LenderRegister. (e) Except for the sale of participating interests as described in this subsection 11.4 and the assignments as described in subsection 11.7 hereof, no Lender may sell or assign its rights and interests under this Agreement without the written consent of each Lender and Borrower, provided that after the occurrence of a Default or an Event of Default that has not been waived by all Lenders, Borrower’s consent to such sale or assignment shall not be required.

Participants. (a) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more Lenders or other financial institutions (“Participants”) participating interests in any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, the other Lenders, and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. However, any Participant that is an affiliate of any Each Lender shall have the right at its own cost to deal directly with grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement Obligations and/or Revolving Credit Commitment and/or participations in Swing Loans held by such Lender at any time and from time to time to one or more Persons (other than a natural Person or any Borrower or Guarantor or any Affiliates or Subsidiaries of any Borrower or any Guarantor) (each, a “Participant”); provided that no such participation shall relieve any Lender and Borrower with respect to of any matter that is the subject of its obligations under this Agreement, and Lenders and Borrower agree to deal directly with provided further that no such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of participant shall have any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or except as provided in this Section 14.10, and the Notes are due and unpaid, or Administrative Agent shall have no obligation or responsibility to such participant. Any party to which such a participation has been declared or granted shall have become due the benefits of Section 3.6 and payable upon Section 11.3 hereof but shall not be entitled to receive any greater payment under either such Section than the occurrence of a Default or an Event of Default, each Participant shall be deemed Lender granting such participation would have been entitled to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C. (b) Borrower authorizes each Lender and Agent to disclose to any Participant and any prospective Participant any and all financial information in such Lender’s or Agent’s possession concerning Borrower and any of Borrower’s Subsidiaries which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries pursuant to this Agreement or which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries in connection with such Lender’s or Agent’s credit evaluation of Borrower and Borrower’s Subsidiaries prior to entering into this Agreement. Any Participant or prospective Participant shall be subject to the confidentiality provisions of this Agreement. (c) Each Lender shall receive with respect to its Participants, if any, the rights transferred. Any agreement pursuant to which any Lender may grant such a participating interest shall provide that such Lender shall retain the sole right and responsibility to approveenforce the obligations of the Borrowers hereunder including, without limitation, the consent of right to approve any Participant, any amendment, amendment or modification or waiver of any provision of the Loan Documents other than this Agreement; provided that such participation agreement may provide that such Lender will not agree to any amendmentmodification, modification amendment or waiver with respect to of this Agreement that would (A) increase the Revolving Credit Commitment of such Lender if such increase would also increase the participant’s obligations, (B) forgive any amount of or postpone the date for payment of any principal of or interest on any Loan or Commitment Reimbursement Obligation or of any fee payable hereunder in which such Participant participant has an interest or (C) reduce the stated rate at which forgives principal, interest or fees (accrue or other than Agent’s fees) or reduces the interest rate or fees (other than Agent’s fees) amounts payable with respect hereunder in which such participant has an interest. The Borrowers authorize each Lender to disclose to any such Loan participant or Commitmentprospective participant under this Section 14.10 any financial or other information pertaining to the Borrowers, postpones any date fixed subject to Section 14.21 hereof. Each Lender that sells a participation shall, acting solely for any regularly scheduled payment this purpose as a non-fiduciary agent of principal ofthe Borrowers, or interest or fees (other than Agent’s fees) on, any such Loan or Commitment or releases any Guarantor. (d) Borrower agrees that maintain a register on which it enters the name and address of each Participant shall be deemed to have and the rights principal amounts (and stated interest) of set-off provided in subsection 11.8 hereof in respect of its participating each Participant’s interest in amounts owing the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the same extent as if 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 amount of its participating interest were owing directly to it as a Lender under United States Treasury Regulations. The entries in the Loan DocumentsParticipant Register shall be conclusive absent manifest error, provided that each and such Lender shall retain treat each Person whose name is recorded in the right Participant Register as the owner of set-off provided in subsection 11.8 hereof with respect such participation for all purposes of this Agreement notwithstanding any notice to the amount contrary. For the avoidance of participating interests sold to each Participant. Lenders agree to share with each Participantdoubt, and each Participant, by exercising the right of set-off provided Administrative Agent (in subsection 11.8 hereof, agrees to share with each Lender, any amount received pursuant to the exercise of its right of set-off, such amounts to be shared in accordance with subsection 11.8 hereof capacity as if each Administrative Agent) shall have no responsibility for maintaining a Participant were a LenderRegister. (e) Except for the sale of participating interests as described in this subsection 11.4 and the assignments as described in subsection 11.7 hereof, no Lender may sell or assign its rights and interests under this Agreement without the written consent of each Lender and Borrower, provided that after the occurrence of a Default or an Event of Default that has not been waived by all Lenders, Borrower’s consent to such sale or assignment shall not be required.

Participants. (a) Any Lender Bank may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more Lenders banks or other financial institutions (“"Participants”") participating interests in any Revolving Credit Loan owing to such LenderBank, any Note held by such LenderBank, any interest (including any Reimbursement Obligation) in any Facility Standby L/C with respect to such LenderBank, any Revolving Credit Loan Commitment of such LenderBank, or any other interest of such Lender Bank hereunder; provided, however, that upon the sale of any participating interest the selling Lender Bank shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s 's consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender Bank of participating interests to a Participant, such Lender’s Bank's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender Bank shall remain solely responsible for the performance thereof, and such Lender Bank shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, the other LendersBanks, and Agent shall continue to deal solely and directly with such Lender Bank in connection with such Lender’s Bank's rights and obligations under this Agreement. However, any Participant that is an affiliate of any Lender Bank shall have the right to deal directly with any other Lender Bank and Borrower with respect to any matter that is the subject of this Agreement, and Lenders Banks and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender Bank needs to deal only with other Lenders Banks (and not such other Lenders’ Banks' affiliate Participant(s)), in those matters in which the consent of any one or more Lenders Banks is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any LenderBank, and such rights do not apply to any Participants that are not affiliates of any LenderBank. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders Banks in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender Bank under this Agreement, any Note or any Facility Standby L/C or participation in any Facility Standby L/C. (b) Borrower authorizes each Lender Bank and Agent to disclose to any Participant and any prospective Participant any and all financial information in such Lender’s Bank's or Agent’s 's possession concerning Borrower and any of Borrower’s 's Subsidiaries which has been delivered to such Lender Bank or Agent by Borrower or Borrower’s 's Subsidiaries pursuant to this Agreement or which has been delivered to such Lender Bank or Agent by Borrower or Borrower’s 's Subsidiaries in connection with such Lender’s Bank's or Agent’s 's credit evaluation of Borrower and Borrower’s 's Subsidiaries prior to entering into this Agreement. Any Participant or prospective Participant shall be subject to the confidentiality provisions of this Agreement. (c) Each Lender shall with respect to its Participants, if any, retain the sole right to approve, without the consent of any Participant, any amendment, modification or waiver of any provision of the Loan Documents other than any amendment, modification or waiver with respect to any Loan or Commitment in which such Participant has an interest which forgives principal, interest or fees (other than Agent’s fees) or reduces the interest rate or fees (other than Agent’s fees) payable with respect to any such Loan or Commitment, postpones any date fixed for any regularly scheduled payment of principal of, or interest or fees (other than Agent’s fees) on, any such Loan or Commitment or releases any Guarantor. (d) Borrower agrees that each Participant shall be deemed to have the rights of set-off provided in subsection 11.8 hereof in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, provided that each Lender shall retain the right of set-off provided in subsection 11.8 hereof with respect to the amount of participating interests sold to each Participant. Lenders agree to share with each Participant, and each Participant, by exercising the right of set-off provided in subsection 11.8 hereof, agrees to share with each Lender, any amount received pursuant to the exercise of its right of set-off, such amounts to be shared in accordance with subsection 11.8 hereof as if each Participant were a Lender. (e) Except for the sale of participating interests as described in this subsection 11.4 and the assignments as described in subsection 11.7 hereof, no Lender Bank may sell or assign its rights and interests under this Agreement without the written consent of each Lender Bank and Borrower, provided that after the occurrence of a Default or an Event of Default that has not been waived by all LendersBanks, Borrower’s 's consent to such sale or assignment shall not be required.

Participants. (a) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, may at any time time, without the consent of, or notice to, the Borrowers, the Issuing Banks, the Swingline Lender, the Administrative Agent or the Sustainability Structuring Agents, sell participations to one any Person (other than a natural Person (or more Lenders holding company, investment vehicle or other financial institutions 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 “ParticipantsParticipant”) participating interests in any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment all or a portion of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s 's rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to the other parties to it); provided that (i) such 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 Lender shall remain solely responsible to the other parties hereto for the performance thereofof such obligations, and (iii) such Lender shall remain the holder of any such Note for all purposes under of this Agreement, and, except as provided in and (iv) the immediately following sentence, BorrowerBorrowers, the Administrative Agent, the Issuing Banks and the other Lenders, and Agent Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s ▇▇▇▇▇▇'s rights and obligations under this Agreement. HoweverFor the avoidance of doubt, any Participant that is an affiliate of any each Lender shall have be responsible for the right to deal directly with any other Lender and Borrower indemnity under Section 10.26.3 with respect to any matter that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C. (b) Borrower authorizes each Lender and Agent to disclose to any Participant and any prospective Participant any and all financial information in such Lender’s or Agent’s possession concerning Borrower and any of Borrower’s Subsidiaries which has been delivered to payments made by such Lender or Agent by Borrower or Borrower’s Subsidiaries pursuant to this Agreement or which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries in connection with such Lender’s or Agent’s credit evaluation of Borrower and Borrower’s Subsidiaries prior to entering into this Agreement. Any Participant or prospective Participant shall be subject to the confidentiality provisions of this Agreement. (c) Each Lender shall with respect to its Participants, if any, . Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to approve, without the consent of any Participant, enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the Loan Documents other than consent of the Participant, agree to any amendment, waiver or other modification or waiver with respect to any Loan or Commitment in which such Participant has an interest which forgives principal, interest or fees (other than Agent’s fees) or reduces the interest rate or fees (other than Agent’s fees) payable with respect to any such Loan or Commitment, postpones any date fixed for any regularly scheduled payment of principal of, or interest or fees (other than Agent’s fees) on, any such Loan or Commitment or releases any Guarantor. (d) Borrower agrees that each Participant shall be deemed to have the rights of set-off provided in subsection 11.8 hereof in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, provided that each Lender shall retain the right of set-off provided in subsection 11.8 hereof with respect to the amount of participating interests sold to each Participant. Lenders agree to share with each Participant, and each Participant, by exercising the right of set-off provided in subsection 11.8 hereof, agrees to share with each Lender, any amount received pursuant to the exercise of its right of set-off, such amounts to be shared in accordance with subsection 11.8 hereof as if each Participant were a Lender. (e) Except for the sale of participating interests as described in this subsection 11.4 Section 10.3.2 and the assignments as described in subsection 11.7 hereof, no Lender may sell or assign its rights and interests under this Agreement without the written consent of each Lender and Borrower, provided Section 10.3.3 that after the occurrence of a Default or an Event of Default that has not been waived by all Lenders, Borrower’s consent to affects such sale or assignment shall not be requiredParticipant.

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 Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, Loans made and/or Commitments held by such Lender at any time sell and from time to time to one or more Lenders or other financial institutions (“Participants”) participating interests in Persons; provided that no such participation shall relieve any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in the immediately following sentence, Borrower, the other Lendersthis Section, and the Administrative Agent shall continue have no obligation or responsibility to deal solely and directly with such Lender in connection with participant. Any agreement pursuant to which such Lender’s rights and obligations under this Agreement. However, any Participant participation is granted shall provide that is an affiliate of any the granting Lender shall have the right to deal directly with any other Lender and Borrower with respect to any matter that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C. (b) Borrower authorizes each Lender and Agent to disclose to any Participant and any prospective Participant any and all financial information in such Lender’s or Agent’s possession concerning Borrower and any of Borrower’s Subsidiaries which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries pursuant to this Agreement or which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries in connection with such Lender’s or Agent’s credit evaluation of Borrower and Borrower’s Subsidiaries prior to entering into this Agreement. Any Participant or prospective Participant shall be subject to the confidentiality provisions of this Agreement. (c) Each Lender shall with respect to its Participants, if any, retain the sole right and responsibility to approve, without the consent of any Participant, approve any amendment, modification or waiver of any provision of the Loan Documents other than Documents, except that such agreement may provide that such Lender will not agree to any amendmentmodification, modification amendment or waiver with respect to of the Loan Documents that would reduce the amount of or postpone any Loan or Commitment fixed date for payment of any Obligation in which such Participant participant has an interest interest. Any party to which forgives principal, interest or fees (other than Agent’s fees) or reduces the interest rate or fees (other than Agent’s fees) payable with respect to any such Loan or Commitment, postpones any date fixed for any regularly scheduled payment of principal of, or interest or fees (other than Agent’s fees) on, any such Loan or Commitment or releases any Guarantor. (d) Borrower agrees that each Participant a participation has been granted shall be deemed to have the rights benefits of set-off provided in subsection 11.8 hereof in respect Section 1.12, Section 10.3 and Section 13.1 (subject to the obligations and limitations of its participating interest in amounts owing under such Sections (and the Loan Documents compliance of such participant therewith as if it were a Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.12) (it being understood that the amount of its participating interest were owing directly documentation required under Section 13.1(e) shall be delivered to it the Lender who sells the participation). Each Lender that sells a participation shall, acting solely for this purpose as a Lender non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under the Loan Documents, Documents (the “Participant Register”); provided that each no Lender shall retain have any obligation to disclose all or any portion of the right Participant Register (including the identity of set-off provided any participant or any information relating to a participant’s interest in subsection 11.8 hereof with respect any commitments, loans or its other obligations under any Loan Document) to any Person except to the amount 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 participating interests sold to each Participantthe United States Treasury Regulations. Lenders agree to share with each ParticipantThe entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Participant, by exercising Person whose name is recorded in the right Participant Register as the owner of set-off provided in subsection 11.8 hereof, agrees to share with each Lender, such participation for all purposes of this Agreement notwithstanding any amount received pursuant notice to the exercise contrary. For the avoidance of doubt, the Administrative Agent (in its right of set-off, such amounts to be shared in accordance with subsection 11.8 hereof capacity as if each Administrative Agent) shall have no responsibility for maintaining a Participant were a LenderRegister. (e) Except for the sale of participating interests as described in this subsection 11.4 and the assignments as described in subsection 11.7 hereof, no Lender may sell or assign its rights and interests under this Agreement without the written consent of each Lender and Borrower, provided that after the occurrence of a Default or an Event of Default that has not been waived by all Lenders, Borrower’s consent to such sale or assignment shall not be required.

Participants. (a) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, may at any time time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural Person, or more Lenders a holding company, investment vehicle or other financial institutions trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ParticipantsParticipant”) participating interests in any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment all or a portion of such Lender, ’s rights and/or obligations under this Agreement (including all or any other interest a portion of such Lender hereunderits Commitment and/or the Loans owing to it); provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (ci) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance thereofof such obligations, and such Lender shall remain (iii) the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, the other Lenders, Administrative Agent and Agent Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. However, and (iv) no participation shall be sold to a Defaulting Lender, any Participant that is an affiliate natural person or any Disqualified Lender. For the avoidance of any doubt, each Lender shall have be responsible for the right to deal directly with any other Lender and Borrower indemnity under Section 10.6 with respect to any matter that is the subject of this Agreement, and Lenders and Borrower agree payments made by such Lender to deal directly with such affiliate its Participant(s); provided, however, that each Lender needs . Any agreement or instrument pursuant to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or sells such a participation in any Facility L/C. (b) Borrower authorizes each Lender and Agent to disclose to any Participant and any prospective Participant any and all financial information in such Lender’s or Agent’s possession concerning Borrower and any of Borrower’s Subsidiaries which has been delivered to shall provide that such Lender or Agent by Borrower or Borrower’s Subsidiaries pursuant to this Agreement or which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries in connection with such Lender’s or Agent’s credit evaluation of Borrower and Borrower’s Subsidiaries prior to entering into this Agreement. Any Participant or prospective Participant shall be subject to the confidentiality provisions of this Agreement. (c) Each Lender shall with respect to its Participants, if any, retain the sole right to approve, without the consent of any Participant, enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the Loan Documents other than consent of the Participant, agree to any amendment, modification or waiver described in the proviso of Section 12.13 that affects such Participant. 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 1.11 with respect to any Loan or Commitment in which Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.16 as though it were a Lender; provided that such Participant has an interest agrees to be subject to Section 12.7 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which forgives principal, interest or fees (other than Agent’s fees) or reduces it enters the interest rate or fees (other than Agent’s fees) payable with respect to any such Loan or Commitment, postpones any date fixed for any regularly scheduled payment name and address of principal of, or interest or fees (other than Agent’s fees) on, any such Loan or Commitment or releases any Guarantor. (d) Borrower agrees that each Participant shall be deemed to have and the rights principal amounts (and stated interest) of set-off provided in subsection 11.8 hereof in respect of its participating each Participant’s interest in amounts owing the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the same extent as if 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 amount of its participating interest were owing directly to it as a Lender under United States Treasury Regulations. The entries in the Loan DocumentsParticipant Register shall be conclusive absent manifest error, provided that each and such Lender shall retain treat each Person whose name is recorded in the right Participant Register as the owner of set-off provided in subsection 11.8 hereof with respect such participation for all purposes of this Agreement notwithstanding any notice to the amount contrary. For the avoidance of participating interests sold to each Participant. Lenders agree to share with each Participantdoubt, and each Participant, by exercising the right of set-off provided Administrative Agent (in subsection 11.8 hereof, agrees to share with each Lender, any amount received pursuant to the exercise of its right of set-off, such amounts to be shared in accordance with subsection 11.8 hereof capacity as if each Administrative Agent) shall have no responsibility for maintaining a Participant were a LenderRegister. (e) Except for the sale of participating interests as described in this subsection 11.4 and the assignments as described in subsection 11.7 hereof, no Lender may sell or assign its rights and interests under this Agreement without the written consent of each Lender and Borrower, provided that after the occurrence of a Default or an Event of Default that has not been waived by all Lenders, Borrower’s consent to such sale or assignment shall not be required.

Participants. Each Bank shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Lender may, in the ordinary course of its commercial banking business Loans made and in accordance with applicable law, Reimbursement Obligations and/or Commitments held by such Bank at any time sell and from time to time, to one or more Lenders or other banks, insurance companies, commercial lenders and other financial institutions (“Participants”) participating interests in institutions; provided that no such participation shall relieve any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale Bank of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by its obligations under this Agreement, and provided further that no participation agreement such assignee or participant shall provide have any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations rights under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, the other Lendersthis Section 13.11, and the Agent shall continue have no obligation or responsibility to deal solely and directly with such Lender in connection with participant. Any party to which such Lender’s rights and obligations under this Agreement. However, any Participant that is an affiliate of any Lender a participation has been granted shall have the right benefits of Section 2.4 and Section 10.3 hereof but shall not be entitled to deal directly with receive any other Lender and Borrower greater payment under either such Section than the Bank granting such participation would have been entitled to receive with respect to the rights transferred. Any agreement pursuant to which any matter that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with Bank may grant such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C. (b) Borrower authorizes each Lender and Agent to disclose to any Participant and any prospective Participant any and all financial information in shall provide that such Lender’s or Agent’s possession concerning Borrower and any of Borrower’s Subsidiaries which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries pursuant to this Agreement or which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries in connection with such Lender’s or Agent’s credit evaluation of Borrower and Borrower’s Subsidiaries prior to entering into this Agreement. Any Participant or prospective Participant Bank shall be subject to the confidentiality provisions of this Agreement. (c) Each Lender shall with respect to its Participants, if any, retain the sole right and responsibility to approveenforce the obligations of the Borrower hereunder including, without limitation, the consent of right to approve any Participant, any amendment, amendment or modification or waiver of any provision of the Loan Documents other than Documents; provided that such participation agreement may provide that such Bank will not agree to any amendmentmodification, modification amendment or waiver with respect to of the Loan Documents that would (A) increase any Commitment of such Bank if such increase would also increase the participant’s obligations, (B) forgive any amount of or postpone the date for payment of any principal of or interest on any Loan or Commitment of any fee payable hereunder in which such Participant participant has an interest or (C) reduce the stated rate at which forgives principal, interest or fees (accrue or other than Agent’s fees) or reduces the interest rate or fees (other than Agent’s fees) amounts payable with respect hereunder in which such participant has an interest. The Borrower and each Guarantor authorizes each Bank to disclose to any such Loan participant or Commitment, postpones prospective participant under this Section 13.11 any date fixed for any regularly scheduled payment of principal of, financial or interest other information pertaining to the Borrower or fees (other than Agent’s fees) on, any such Loan or Commitment or releases any Guarantor, subject to Section 13.20 hereof. (d) Borrower agrees that each Participant shall be deemed to have the rights of set-off provided in subsection 11.8 hereof in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, provided that each Lender shall retain the right of set-off provided in subsection 11.8 hereof with respect to the amount of participating interests sold to each Participant. Lenders agree to share with each Participant, and each Participant, by exercising the right of set-off provided in subsection 11.8 hereof, agrees to share with each Lender, any amount received pursuant to the exercise of its right of set-off, such amounts to be shared in accordance with subsection 11.8 hereof as if each Participant were a Lender. (e) Except for the sale of participating interests as described in this subsection 11.4 and the assignments as described in subsection 11.7 hereof, no Lender may sell or assign its rights and interests under this Agreement without the written consent of each Lender and Borrower, provided that after the occurrence of a Default or an Event of Default that has not been waived by all Lenders, Borrower’s consent to such sale or assignment shall not be required.

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 Lender may, in the ordinary course of its commercial banking business Loans made and in accordance with applicable law, Reimbursement Obligations and/or Commitments held by such Lender at any time sell and from time to time to one or more Lenders or other financial institutions Persons (“Participants”) participating interests in other than the Parent, the Borrower and their Subsidiaries); provided that no such participation shall relieve any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in the immediately following sentence, Borrower, the other Lendersthis Section 13.12, and the Administrative Agent shall continue have no obligation or responsibility to deal solely and directly with such Lender in connection with participant. Any agreement pursuant to which such Lender’s rights and obligations under this Agreement. However, any Participant participation is granted shall provide that is an affiliate of any the granting Lender shall have the right to deal directly with any other Lender and Borrower with respect to any matter that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C. (b) Borrower authorizes each Lender and Agent to disclose to any Participant and any prospective Participant any and all financial information in such Lender’s or Agent’s possession concerning Borrower and any of Borrower’s Subsidiaries which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries pursuant to this Agreement or which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries in connection with such Lender’s or Agent’s credit evaluation of Borrower and Borrower’s Subsidiaries prior to entering into this Agreement. Any Participant or prospective Participant shall be subject to the confidentiality provisions of this Agreement. (c) Each Lender shall with respect to its Participants, if any, retain the sole right and responsibility to approve, without enforce the consent obligations of any Participant, the Borrowers under this Agreement and the other Loan Documents including the right to approve any amendment, modification or waiver of any provision of the Loan Documents other than Documents, except that such agreement may provide that such Lender will not agree to any amendmentmodification, modification amendment or waiver with respect to of the Loan Documents that would reduce the amount of or postpone any Loan or Commitment fixed date for payment of any Obligation in which such Participant participant has an interest interest. Any party to which forgives principal, interest or fees (other than Agent’s fees) or reduces the interest rate or fees (other than Agent’s fees) payable with respect to any such Loan or Commitment, postpones any date fixed for any regularly scheduled payment of principal of, or interest or fees (other than Agent’s fees) on, any such Loan or Commitment or releases any Guarantor. (d) Borrower agrees that each Participant a participation has been granted shall be deemed to have the rights benefits of set-off provided in subsection 11.8 Section 1.12 and Section 10.3 hereof in respect of its participating interest in amounts owing under the Loan Documents (but to the same extent as if the amount of Lender from which it purchases its participating interest were owing directly participation is entitled to it such benefits). Each Lender that sells a participation shall, acting solely for this purpose as a Lender non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under the Loan Documents, Documents (the “Participant Register”); provided that each no Lender shall retain have any obligation to disclose all or any portion of the right Participant Register (including the identity of set-off provided any participant or any information relating to a participant's interest in subsection 11.8 hereof with respect any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the amount extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of participating interests sold to each ParticipantCredit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. Lenders agree to share with each ParticipantThe entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Participant, by exercising Person whose name is recorded in the right Participant Register as the owner of set-off provided in subsection 11.8 hereof, agrees to share with each Lender, such participation for all purposes of this Agreement notwithstanding any amount received pursuant notice to the exercise contrary. For the avoidance of doubt, the Administrative Agent (in its right of set-off, such amounts to be shared in accordance with subsection 11.8 hereof capacity as if each Administrative Agent) shall have no responsibility for maintaining a Participant were a LenderRegister. (e) Except for the sale of participating interests as described in this subsection 11.4 and the assignments as described in subsection 11.7 hereof, no Lender may sell or assign its rights and interests under this Agreement without the written consent of each Lender and Borrower, provided that after the occurrence of a Default or an Event of Default that has not been waived by all Lenders, Borrower’s consent to such sale or assignment shall not be required.

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 Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, Loans made and/or Commitments held by such Lender at any time sell and from time to time to one or more Lenders or other financial institutions (“Participants”) participating interests in Persons; provided that no such participation shall relieve any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in the immediately following sentence, Borrower, the other Lendersthis Section, and the Administrative Agent shall continue have no obligation or responsibility to deal solely and directly with such Lender in connection with participant. Any agreement pursuant to which such Lender’s rights and obligations under this Agreement. However, any Participant participation is granted shall provide that is an affiliate of any the granting Lender shall have the right to deal directly with any other Lender and Borrower with respect to any matter that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C. (b) Borrower authorizes each Lender and Agent to disclose to any Participant and any prospective Participant any and all financial information in such Lender’s or Agent’s possession concerning Borrower and any of Borrower’s Subsidiaries which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries pursuant to this Agreement or which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries in connection with such Lender’s or Agent’s credit evaluation of Borrower and Borrower’s Subsidiaries prior to entering into this Agreement. Any Participant or prospective Participant shall be subject to the confidentiality provisions of this Agreement. (c) Each Lender shall with respect to its Participants, if any, retain the sole right and responsibility to approveenforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the consent of any Participant, right to approve any amendment, modification or waiver of any provision of the Loan Documents other than Documents, except that such agreement may provide that such Lender will not agree to any amendmentmodification, modification amendment or waiver with respect to of the Loan Documents that would reduce the amount of or postpone any Loan or Commitment fixed date for payment of any Obligation in which such Participant participant has an interest interest. Any party to which forgives principal, interest or fees (other than Agent’s fees) or reduces the interest rate or fees (other than Agent’s fees) payable with respect to any such Loan or Commitment, postpones any date fixed for any regularly scheduled payment of principal of, or interest or fees (other than Agent’s fees) on, any such Loan or Commitment or releases any Guarantor. (d) Borrower agrees that each Participant a participation has been granted shall be deemed to have the rights benefits of set-off provided in subsection 11.8 hereof in respect Section 1.9 and Section 10.3 hereof. Each Lender that sells a participation shall, acting solely for this purpose as an agent of its participating the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant's interest in amounts owing the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant's interest in any Commitments, Loans or its other obligations under any Loan Document) to any Person except to the same extent as if 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 amount of its participating interest were owing directly to it as a Lender under United States Treasury Regulations. The entries in the Loan DocumentsParticipant Register shall be conclusive absent manifest error, provided that each and such Lender shall retain treat each Person whose name is recorded in the right Participant Register as the owner of set-off provided in subsection 11.8 hereof with respect such participation for all purposes of this Agreement notwithstanding any notice to the amount contrary. For the avoidance of participating interests sold to each Participant. Lenders agree to share with each Participantdoubt, and each Participant, by exercising the right of set-off provided Administrative Agent (in subsection 11.8 hereof, agrees to share with each Lender, any amount received pursuant to the exercise of its right of set-off, such amounts to be shared in accordance with subsection 11.8 hereof capacity as if each Administrative Agent) shall have no responsibility for maintaining a Participant were a LenderRegister. (e) Except for the sale of participating interests as described in this subsection 11.4 and the assignments as described in subsection 11.7 hereof, no Lender may sell or assign its rights and interests under this Agreement without the written consent of each Lender and Borrower, provided that after the occurrence of a Default or an Event of Default that has not been waived by all Lenders, Borrower’s consent to such sale or assignment shall not be required.

Participants. (a) Any Lender Bank may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more Lenders banks or other financial institutions (“Participants”"PARTICIPANTS") participating interests in any Revolving Credit Loan owing to such LenderBank, any Note held by such LenderBank, any interest (including any Reimbursement Obligation) in any Facility Standby L/C with respect to such LenderBank, any Revolving Credit Loan Commitment of such LenderBank, or any other interest of such Lender Bank hereunder; provided, however, that upon the sale of any participating interest the selling Lender Bank shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s 's consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender Bank of participating interests to a Participant, such Lender’s Bank's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender Bank shall remain solely responsible for the performance thereof, and such Lender Bank shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, the other LendersBanks, and Agent shall continue to deal solely and directly with such Lender Bank in connection with such Lender’s Bank's rights and obligations under this Agreement. However, any Participant that is an affiliate of any Lender Bank shall have the right to deal directly with any other Lender Bank and Borrower with respect to any matter that is the subject of this Agreement, and Lenders Banks and Borrower agree to deal directly with such affiliate Participant(s); provided, 84 however, that each Lender Bank needs to deal only with other Lenders Banks (and not such other Lenders’ Banks' affiliate Participant(s)), in those matters in which the consent of any one or more Lenders Banks is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any LenderBank, and such rights do not apply to any Participants that are not affiliates of any LenderBank. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders Banks in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender Bank under this Agreement, any Note or any Facility Standby L/C or participation in any Facility Standby L/C. (b) Borrower authorizes each Lender Bank and Agent to disclose to any Participant and any prospective Participant any and all financial information in such Lender’s Bank's or Agent’s 's possession concerning Borrower and any of Borrower’s 's Subsidiaries which has been delivered to such Lender Bank or Agent by Borrower or Borrower’s 's Subsidiaries pursuant to this Agreement or which has been delivered to such Lender Bank or Agent by Borrower or Borrower’s 's Subsidiaries in connection with such Lender’s Bank's or Agent’s 's credit evaluation of Borrower and Borrower’s 's Subsidiaries prior to entering into this Agreement. Any Participant or prospective Participant shall be subject to the confidentiality provisions of this Agreement. (c) Each Lender shall with respect to its Participants, if any, retain the sole right to approve, without the consent of any Participant, any amendment, modification or waiver of any provision of the Loan Documents other Other than any amendment, modification or waiver with respect to any Loan or Commitment in which such Participant has an interest which forgives principal, interest or fees (other than Agent’s fees) or reduces the interest rate or fees (other than Agent’s fees) payable with respect to any such Loan or Commitment, postpones any date fixed for any regularly scheduled payment of principal of, or interest or fees (other than Agent’s fees) on, any such Loan or Commitment or releases any Guarantor. (d) Borrower agrees that each Participant shall be deemed to have the rights of set-off provided in subsection 11.8 hereof in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, provided that each Lender shall retain the right of set-off provided in subsection 11.8 hereof with respect to the amount of participating interests sold to each Participant. Lenders agree to share with each Participant, and each Participant, by exercising the right of set-off provided in subsection 11.8 hereof, agrees to share with each Lender, any amount received pursuant to the exercise of its right of set-off, such amounts to be shared in accordance with subsection 11.8 hereof as if each Participant were a Lender. (e) Except for the sale of participating interests as described in this subsection 11.4 and the assignments as described in subsection 11.7 hereof11.4, no Lender Bank may sell or assign its rights and interests under this Agreement without the written consent of each Lender Bank and Borrower, provided that after the occurrence of a Default or an Event of Default that has not been waived by all LendersBanks, Borrower’s 's consent to such sale or assignment shall not be required.

Participants. (a) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more Lenders or other financial institutions (“Participants”) participating interests in any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, the other Lenders, and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. However, any Participant that is an affiliate of any Each Lender shall have the right at its own cost to deal directly with grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement Obligations and/or Revolving Credit Commitment and/or participations in Swing Loans held by such Lender at any other time and from time to time to one or more Persons; provided that no such participation shall relieve any Lender and Borrower with respect to of any matter that is the subject of its obligations under this Agreement, and Lenders and Borrower agree to deal directly with provided further that no such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of participant shall have any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or except as provided in this Section 14.11, and the Notes are due and unpaid, or Administrative Agent shall have no obligation or responsibility to such participant. Any party to which such a participation has been declared or granted shall have become due the benefits of Section 3.6 and payable upon Section 11.3 hereof but shall not be entitled to receive any greater payment under either such Section than the occurrence of a Default or an Event of Default, each Participant shall be deemed Lender granting such participation would have been entitled to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C. (b) Borrower authorizes each Lender and Agent to disclose to any Participant and any prospective Participant any and all financial information in such Lender’s or Agent’s possession concerning Borrower and any of Borrower’s Subsidiaries which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries pursuant to this Agreement or which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries in connection with such Lender’s or Agent’s credit evaluation of Borrower and Borrower’s Subsidiaries prior to entering into this Agreement. Any Participant or prospective Participant shall be subject to the confidentiality provisions of this Agreement. (c) Each Lender shall receive with respect to its Participants, if any, the rights transferred. Any agreement pursuant to which any Lender may grant such a participating interest shall provide that such Lender shall retain the sole right and responsibility to approveenforce the obligations of the Borrowers hereunder including, without limitation, the consent of right to approve any Participant, any amendment, amendment or modification or waiver of any provision of the Loan Documents other than this Agreement; provided that such participation agreement may provide that such Lender will not agree to any amendmentmodification, modification amendment or waiver with respect to of this Agreement that would (A) increase the Revolving Credit Commitment of such Lender if such increase would also increase the participant’s obligations, (B) forgive any amount of or postpone the date for payment of any principal of or interest on any Loan or Commitment Reimbursement Obligation or of any fee payable hereunder in which such Participant participant has an interest or (C) reduce the stated rate at which forgives principal, interest or fees (accrue or other than Agent’s fees) or reduces the interest rate or fees (other than Agent’s fees) amounts payable with respect hereunder in which such participant has an interest. The Borrowers authorize each Lender to disclose to any such Loan participant or Commitment, postpones prospective participant under this Section 14.11 any date fixed for any regularly scheduled payment of principal of, financial or interest or fees (other than Agent’s fees) on, any such Loan or Commitment or releases any Guarantor. (d) Borrower agrees that each Participant shall be deemed to have the rights of set-off provided in subsection 11.8 hereof in respect of its participating interest in amounts owing under the Loan Documents information pertaining to the same extent as if the amount of its participating interest were owing directly Borrowers, subject to it as a Lender under the Loan Documents, provided that each Lender shall retain the right of set-off provided in subsection 11.8 hereof with respect to the amount of participating interests sold to each Participant. Lenders agree to share with each Participant, and each Participant, by exercising the right of set-off provided in subsection 11.8 Section 14.21 hereof, agrees to share with each Lender, any amount received pursuant to the exercise of its right of set-off, such amounts to be shared in accordance with subsection 11.8 hereof as if each Participant were a Lender. (e) Except for the sale of participating interests as described in this subsection 11.4 and the assignments as described in subsection 11.7 hereof, no Lender may sell or assign its rights and interests under this Agreement without the written consent of each Lender and Borrower, provided that after the occurrence of a Default or an Event of Default that has not been waived by all Lenders, Borrower’s consent to such sale or assignment shall not be required.

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 Lender may, in the ordinary course of its commercial banking business Loans made and in accordance with applicable law, Reimbursement Obligations and/or Commitments held by such Lender at any time sell and from time to time to one or more Lenders or other financial institutions Persons (“Participants”) participating interests in any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lenderother than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any other interest of the Borrower’s Affiliates or Subsidiaries); provided that no such participation shall relieve any Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in the immediately following sentence, Borrower, the other Lendersthis Section 12.11, and the Administrative Agent shall continue have no obligation or responsibility to deal solely and directly with such Lender in connection with participant. Any agreement pursuant to which such Lender’s rights and obligations under this Agreement. However, any Participant participation is granted shall provide that is an affiliate of any the granting Lender shall have the right to deal directly with any other Lender and Borrower with respect to any matter that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C. (b) Borrower authorizes each Lender and Agent to disclose to any Participant and any prospective Participant any and all financial information in such Lender’s or Agent’s possession concerning Borrower and any of Borrower’s Subsidiaries which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries pursuant to this Agreement or which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries in connection with such Lender’s or Agent’s credit evaluation of Borrower and Borrower’s Subsidiaries prior to entering into this Agreement. Any Participant or prospective Participant shall be subject to the confidentiality provisions of this Agreement. (c) Each Lender shall with respect to its Participants, if any, retain the sole right and responsibility to approveenforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the consent of any Participant, right to approve any amendment, modification or waiver of any provision of the Loan Documents other than Documents, except that such agreement may provide that such Lender will not agree to any amendmentmodification, modification amendment or waiver with respect to of the Loan Documents that would reduce the amount of or postpone any Loan or Commitment fixed date for payment of any Obligation in which such Participant participant has an interest interest. Any party to which forgives principalsuch a participation has been granted shall have the benefits of Section 1.11, interest or fees Section 10.3, and Section 12.1 hereof (other than Agent’s feessubject to the requirements and limitations therein, including the requirements under Section 12.1(g) or reduces (it being understood that the interest rate or fees (other than Agent’s feesdocumentation required under Section 12.1(g) payable with respect to any such Loan or Commitment, postpones any date fixed for any regularly scheduled payment of principal of, or interest or fees (other than Agent’s fees) on, any such Loan or Commitment or releases any Guarantor. (d) Borrower agrees that each Participant shall be deemed 108 delivered to have the rights of set-off provided in subsection 11.8 hereof in respect of its participating interest in amounts owing under the Loan Documents Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such participant (A) agrees to be subject to the amount provisions of Section 12.1(g) as if it were an assignee under Section 12.12(a); and (B) shall not be entitled to receive any greater payment under Sections 10.3 or 12.1, with respect to any participation, than its participating interest were owing directly Lender would have been entitled to it as receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participation. The Borrower and each Guarantor authorizes each Lender to disclose to any participant or prospective participant under this Section 12.11 any financial or other information pertaining to each Guarantor, the Loan DocumentsBorrower or any Subsidiary, provided that each Lender such participant or prospective participant shall retain the right of set-off provided in subsection 11.8 hereof with respect be subject to the amount provisions of participating interests sold to each Participant. Lenders agree to share with each Participant, and each Participant, by exercising the right of set-off provided in subsection 11.8 hereof, agrees to share with each Lender, any amount received pursuant to the exercise of its right of set-off, such amounts to be shared in accordance with subsection 11.8 hereof as if each Participant were a LenderSection 12.25. (e) Except for the sale of participating interests as described in this subsection 11.4 and the assignments as described in subsection 11.7 hereof, no Lender may sell or assign its rights and interests under this Agreement without the written consent of each Lender and Borrower, provided that after the occurrence of a Default or an Event of Default that has not been waived by all Lenders, Borrower’s consent to such sale or assignment shall not be required.

Participants. (a) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more Lenders or other financial institutions (“"Participants”") participating interests in any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such salesale together with payment of a $3,500 processing and recording fee; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s 's consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s 's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, the other Lenders, and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement. However, any Participant that is an affiliate of any Lender shall have the right to deal directly with any other Lender and Borrower with respect to any matter that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ ' affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C. (b) Borrower authorizes each Lender and Agent to disclose to any Participant and any prospective Participant any and all financial information in such Lender’s 's or Agent’s 's possession concerning Borrower and any of Borrower’s 's Subsidiaries which has been delivered to such Lender or Agent by Borrower or Borrower’s 's Subsidiaries pursuant to this Agreement or which has been delivered to such Lender or Agent by Borrower or Borrower’s 's Subsidiaries in connection with such Lender’s 's or Agent’s 's credit evaluation of Borrower and Borrower’s 's Subsidiaries prior to entering into this Agreement. Any Participant or prospective Participant shall be subject to the confidentiality provisions of this Agreement. (c) Each Lender shall with respect to its Participants, if any, retain the sole right to approve, without the consent of any Participant, any amendment, modification or waiver of any provision of the Loan Documents other than any amendment, modification or waiver with respect to any Loan or Commitment in which such Participant has an interest which forgives principal, interest or fees (other than Agent’s 's fees) or reduces the interest rate or fees (other than Agent’s 's fees) payable with respect to any such Loan or Commitment, postpones any date fixed for any regularly scheduled payment of principal of, or interest or fees (other than Agent’s 's fees) on, any such Loan or Commitment or releases any Guarantor. No Participant shall be a "Lender" for purposes of this Agreement. (d) Borrower agrees that each Participant shall be deemed to have the rights of set-off provided in subsection 11.8 hereof in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, provided that each Lender shall retain the right of set-off provided in subsection 11.8 hereof with respect to the amount of participating interests sold to each Participant. Lenders agree to share with each Participant, and each Participant, by exercising the right of set-off provided in subsection 11.8 hereof, agrees to share with each Lender, any amount received pursuant to the exercise of its right of set-off, such amounts to be shared in accordance with subsection 11.8 hereof as if each Participant were a Lender. (e) Except for the sale of participating interests as described in this subsection 11.4 and the assignments as described in subsection 11.7 hereof, no Lender may sell or assign its rights and interests under this Agreement without the written consent of each Lender and Borrower, provided that after the occurrence of a Default or an Event of Default that has not been waived by all Lenders, Borrower’s 's consent to such sale or assignment shall not be required.

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 Lender may, in the ordinary course of its commercial banking business Loans made and in accordance with applicable law, Reimbursement Obligations and/or Commitments held by such Lender at any time sell and from time to time to one or more Lenders or other financial institutions (“Participants”) participating interests in Persons without the consent of the Borrower; provided that no such participation shall relieve any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in the immediately following sentence, Borrower, the other Lendersthis Section, and the Administrative Agent shall continue have no obligation or responsibility to deal solely and directly with such Lender in connection with participant. Any agreement pursuant to which such Lender’s rights and obligations under this Agreement. However, any Participant participation is granted shall provide that is an affiliate of any the granting Lender shall have the right to deal directly with any other Lender and Borrower with respect to any matter that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C. (b) Borrower authorizes each Lender and Agent to disclose to any Participant and any prospective Participant any and all financial information in such Lender’s or Agent’s possession concerning Borrower and any of Borrower’s Subsidiaries which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries pursuant to this Agreement or which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries in connection with such Lender’s or Agent’s credit evaluation of Borrower and Borrower’s Subsidiaries prior to entering into this Agreement. Any Participant or prospective Participant shall be subject to the confidentiality provisions of this Agreement. (c) Each Lender shall with respect to its Participants, if any, retain the sole right and responsibility to approveenforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the consent of any Participant, right to approve any amendment, modification or waiver of any provision of the Loan Documents other than Documents, except that such agreement may provide that such Lender will not agree to any amendmentmodification, modification amendment or waiver with respect to of the Loan Documents that would reduce the amount of or postpone any Loan or Commitment fixed date for payment of any Obligation in which such Participant participant has an interest interest. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which forgives principal, interest or fees (other than Agent’s fees) or reduces it enters the interest rate or fees (other than Agent’s fees) payable with respect to any such Loan or Commitment, postpones any date fixed for any regularly scheduled payment name and address of principal of, or interest or fees (other than Agent’s fees) on, any such Loan or Commitment or releases any Guarantor. (d) Borrower agrees that each Participant shall be deemed to have and the rights principal amounts (and stated interest) of set-off provided in subsection 11.8 hereof in respect of its participating each Participant’s interest in amounts owing the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the same extent as if 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 amount of its participating interest were owing directly to it as a Lender under United States Treasury Regulations. The entries in the Loan DocumentsParticipant Register shall be conclusive absent manifest error, provided that each and such Lender shall retain treat each Person whose name is recorded in the right Participant Register as the owner of set-off provided in subsection 11.8 hereof with respect such participation for all purposes of this Agreement notwithstanding any notice to the amount of participating interests sold to each Participant. Lenders agree to share with each Participant, and each Participant, by exercising the right of set-off provided in subsection 11.8 hereof, agrees to share with each Lender, any amount received pursuant to the exercise of its right of set-off, such amounts to be shared in accordance with subsection 11.8 hereof as if each Participant were a Lendercontrary. (e) Except for the sale of participating interests as described in this subsection 11.4 and the assignments as described in subsection 11.7 hereof, no Lender may sell or assign its rights and interests under this Agreement without the written consent of each Lender and Borrower, provided that after the occurrence of a Default or an Event of Default that has not been waived by all Lenders, Borrower’s consent to such sale or assignment shall not be required.

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 Lender may, in the ordinary course of its commercial banking business Loans made and in accordance with applicable law, Reimbursement Obligations and/or Commitments held by such Lender at any time sell and from time to time to one or more Lenders or other financial institutions (“Participants”) participating interests in Persons; provided that no such participation shall relieve any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in the immediately following sentence, Borrower, the other Lendersthis Section, and the Administrative Agent shall continue have no obligation or responsibility to deal solely and directly with such Lender in connection with participant. Any agreement pursuant to which such Lender’s rights and obligations under this Agreement. However, any Participant participation is granted shall provide that is an affiliate of any the granting Lender shall have the right to deal directly with any other Lender and Borrower with respect to any matter that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C. (b) Borrower authorizes each Lender and Agent to disclose to any Participant and any prospective Participant any and all financial information in such Lender’s or Agent’s possession concerning Borrower and any of Borrower’s Subsidiaries which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries pursuant to this Agreement or which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries in connection with such Lender’s or Agent’s credit evaluation of Borrower and Borrower’s Subsidiaries prior to entering into this Agreement. Any Participant or prospective Participant shall be subject to the confidentiality provisions of this Agreement. (c) Each Lender shall with respect to its Participants, if any, retain the sole right and responsibility to approveenforce the obligations of the Borrowers under this Agreement and the other Loan Documents including, without limitation, the consent of any Participant, right to approve any amendment, modification or waiver of any provision of the Loan Documents other than Documents, except that such agreement may provide that such Lender will not agree to any amendmentmodification, modification amendment or waiver with respect to of the Loan Documents that would reduce the amount of or postpone any Loan or Commitment fixed date for payment of any Obligation in which such Participant participant has an interest interest. Any party to which forgives principal, interest or fees (other than Agent’s fees) or reduces such a participation has been granted shall have the interest rate or fees (other than Agent’s fees) payable with respect benefits of Section 1.11 and Section 9.3 hereof. The Borrowers authorize each Lender to disclose to any participant or prospective participant under this Section any financial or other information pertaining to the Borrowers or any Subsidiary thereof, provided that such Loan participant or Commitment, postpones prospective participant shall have agreed in writing prior to its receipt of such information to maintain all such information confidential and not to disclose such information to any date fixed for any regularly scheduled payment of principal of, or interest or fees (other than Agent’s fees) on, Person except any such Loan information (a) that has become generally available to the public, (b) if required or Commitment appropriate in any report, statement or releases testimony submitted to any Guarantor. regulatory body having or claiming to have jurisdiction over such Lender, (c) if required or appropriate in response to any summons or subpoena or in connection with any litigation or (d) Borrower agrees that each Participant shall be deemed in order to have the rights of set-off provided in subsection 11.8 hereof in respect of its participating interest in amounts owing under the Loan Documents comply with any law, order, regulation or ruling applicable to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, provided that each Lender shall retain the right of set-off provided in subsection 11.8 hereof with respect to the amount of participating interests sold to each Participant. Lenders agree to share with each Participant, and each Participant, by exercising the right of set-off provided in subsection 11.8 hereof, agrees to share with each Lender, any amount received pursuant to the exercise of its right of set-off, such amounts to be shared in accordance with subsection 11.8 hereof as if each Participant were a Lender. (e) Except for the sale of participating interests as described in this subsection 11.4 and the assignments as described in subsection 11.7 hereof, no Lender may sell or assign its rights and interests under this Agreement without the written consent of each Lender and Borrower, provided that after the occurrence of a Default or an Event of Default that has not been waived by all Lenders, Borrower’s consent to such sale or assignment shall not be required.

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 Lender may, in the ordinary course of its commercial banking business Loans made and in accordance with applicable law, Reimbursement Obligations and/or Commitments held by such Lender at any time sell and from time to time to one or more Lenders Eligible Assignees, subject to the consent of the Borrower (such consent not to be unreasonably withheld or other financial institutions delayed) unless (“Participants”x) participating interests in any Revolving Credit Loan owing an Event of Default has occurred and is continuing at the time of such participation or (y) such participation is to such a Lender, an Affiliate of a Lender or an Approved Fund; provided that no such participation shall relieve any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in the immediately following sentence, Borrower, the other Lendersthis Section, and the Administrative Agent shall continue have no obligation or responsibility to deal solely and directly with such Lender in connection with participant. Any agreement pursuant to which such Lender’s rights and obligations under this Agreement. However, any Participant participation is granted shall provide that is an affiliate of any the granting Lender shall have the right to deal directly with any other Lender and Borrower with respect to any matter that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C. (b) Borrower authorizes each Lender and Agent to disclose to any Participant and any prospective Participant any and all financial information in such Lender’s or Agent’s possession concerning Borrower and any of Borrower’s Subsidiaries which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries pursuant to this Agreement or which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries in connection with such Lender’s or Agent’s credit evaluation of Borrower and Borrower’s Subsidiaries prior to entering into this Agreement. Any Participant or prospective Participant shall be subject to the confidentiality provisions of this Agreement. (c) Each Lender shall with respect to its Participants, if any, retain the sole right and responsibility to approveenforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the consent of any Participant, right to approve any amendment, modification or waiver of any provision of the Loan Documents other than Documents, except that such agreement may provide that such Lender will not agree to any amendmentmodification, modification amendment or waiver with respect to of the Loan Documents that would reduce the amount of or postpone any Loan or Commitment fixed date for payment of any Obligation in which such Participant participant has an interest interest. Any party to which forgives principalsuch a participation has been granted shall have the benefits of Section 1.11, interest or fees (other than Agent’s fees) or reduces the interest rate or fees (other than Agent’s fees) payable with respect Section 10.3 and Section 13.1 hereof. The Borrower authorizes each Lender to disclose to any participant or prospective participant under this Section any financial or other information pertaining to the Borrower or any Subsidiary thereof, provided that such Loan participant or Commitment, postpones prospective participant shall have agreed in writing prior to its receipt of such information to maintain all such information confidential and not to disclose such information to any date fixed for any regularly scheduled payment of principal of, or interest or fees (other than Agent’s fees) on, Person except any such Loan information (a) that has become generally available to the public, (b) if required or Commitment appropriate in any report, statement or releases testimony submitted to any Guarantor. regulatory body having or claiming to have jurisdiction over such Lender, (c) if required or appropriate in response to any summons or subpoena or in connection with any litigation or (d) Borrower agrees in order to comply with any law, order, regulation or ruling applicable to such Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant shall be deemed to have participant and the rights principal amounts (and stated interest) of set-off provided in subsection 11.8 hereof in respect of its participating each participant’s interest in amounts owing the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the same extent as if 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 amount of its participating interest were owing directly to it as a Lender under United States Treasury Regulations. The entries in the Loan DocumentsParticipant Register shall be conclusive absent manifest error, provided that each and such Lender shall retain treat each Person whose name is recorded in the right Participant Register as the owner of set-off provided in subsection 11.8 hereof with respect such participation for all purposes of this Agreement notwithstanding any notice to the amount contrary. For the avoidance of participating interests sold to each Participant. Lenders agree to share with each Participantdoubt, and each Participant, by exercising the right of set-off provided Administrative Agent (in subsection 11.8 hereof, agrees to share with each Lender, any amount received pursuant to the exercise of its right of set-off, such amounts to be shared in accordance with subsection 11.8 hereof capacity as if each Administrative Agent) shall have no responsibility for maintaining a Participant were a LenderRegister. (e) Except for the sale of participating interests as described in this subsection 11.4 and the assignments as described in subsection 11.7 hereof, no Lender may sell or assign its rights and interests under this Agreement without the written consent of each Lender and Borrower, provided that after the occurrence of a Default or an Event of Default that has not been waived by all Lenders, Borrower’s consent to such sale or assignment shall not be required.

Participants. (a) Any Lender Bank may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more Lenders banks or other financial institutions (“Participants”"PARTICIPANTS") participating interests in any Revolving Credit Loan or Seasonal Loan owing to such LenderBank, any Note held by such LenderBank, any interest (including any Reimbursement Obligation) in any Facility Standby L/C with respect to such LenderBank, any Revolving Credit Commitment of such LenderBank, any Seasonal Loan Commitment of such Bank, or any other interest of such Lender Bank hereunder; provided, however, that upon the sale of any participating interest the selling Lender Bank shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s 's consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender Bank of participating interests to a Participant, such Lender’s Bank's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender Bank shall remain solely responsible for the performance thereof, and such Lender Bank shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, the other LendersBanks, and Agent shall continue to deal solely and directly with such Lender Bank in connection with such Lender’s Bank's rights and obligations under this Agreement. However, any Participant that is an affiliate of any Lender Bank shall have the right to deal directly with any other Lender Bank and Borrower with respect to any matter that is the subject of this Agreement, and Lenders Banks and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender Bank needs to deal only with other Lenders Banks (and not such other Lenders’ Banks' affiliate Participant(s)), in those matters in which the consent of any one or more Lenders Banks is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any LenderBank, and such rights do not apply to any Participants that are not affiliates of any LenderBank. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders Banks in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C.of (b) Borrower authorizes each Lender Bank and Agent to disclose to any Participant and any prospective Participant any and all financial information in such Lender’s Bank's or Agent’s 's possession concerning Borrower and any of Borrower’s 's Subsidiaries which has been delivered to such Lender Bank or Agent by Borrower or Borrower’s 's Subsidiaries pursuant to this Agreement or which has been delivered to such Lender Bank or Agent by Borrower or Borrower’s 's Subsidiaries in connection with such Lender’s Bank's or Agent’s 's credit evaluation of Borrower and Borrower’s 's Subsidiaries prior to entering into this Agreement. Any Participant or prospective Participant shall be subject to the confidentiality provisions of this Agreement. (c) Each Lender shall with respect to its Participants, if any, retain the sole right to approve, without the consent of any Participant, any amendment, modification or waiver of any provision of the Loan Documents other Other than any amendment, modification or waiver with respect to any Loan or Commitment in which such Participant has an interest which forgives principal, interest or fees (other than Agent’s fees) or reduces the interest rate or fees (other than Agent’s fees) payable with respect to any such Loan or Commitment, postpones any date fixed for any regularly scheduled payment of principal of, or interest or fees (other than Agent’s fees) on, any such Loan or Commitment or releases any Guarantor. (d) Borrower agrees that each Participant shall be deemed to have the rights of set-off provided in subsection 11.8 hereof in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, provided that each Lender shall retain the right of set-off provided in subsection 11.8 hereof with respect to the amount of participating interests sold to each Participant. Lenders agree to share with each Participant, and each Participant, by exercising the right of set-off provided in subsection 11.8 hereof, agrees to share with each Lender, any amount received pursuant to the exercise of its right of set-off, such amounts to be shared in accordance with subsection 11.8 hereof as if each Participant were a Lender. (e) Except for the sale of participating interests as described in this subsection 11.4 and the assignments as described in subsection 11.7 hereof10.4, no Lender Bank may sell or assign its rights and interests under this Agreement without the written consent of each Lender Bank and Borrower, provided that after the occurrence of a Default or an Event of Default that has not been waived by all LendersBanks, Borrower’s 's consent to such sale or assignment shall not be required.

Participants. (a) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, may at any time time, without the consent of, or notice to, Borrower or the Administrative Agent, sell participations to one any Person (other than a Defaulting Lender, a natural Person, or more Lenders a holding company, investment vehicle or other financial institutions trust for, or owned and operated for the primary benefit of, a natural Person, or Borrower or any of Borrower’s Affiliates or Subsidiaries) (each, a “ParticipantsParticipant”) participating interests in any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment all or a portion of such Lender, ’s rights and/or obligations under this Agreement (including all or any other interest a portion of such Lender hereunderits Commitment and/or the Loans owing to it); provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (ci) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance thereofof such obligations, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, (iii) Borrower, the other LendersAdministrative Agent, the L/C Issuer and Agent Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. HoweverFor the avoidance of doubt, any Participant that is an affiliate of any each Lender shall have be responsible for the right to deal directly with any other Lender and Borrower indemnity under Section 9.6 with respect to any matter that is the subject of this Agreement, and Lenders and Borrower agree payments made by such Lender to deal directly with such affiliate its Participant(s); provided, however, that each Lender needs . Any agreement or instrument pursuant to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or sells such a participation in any Facility L/C. (b) Borrower authorizes each Lender and Agent to disclose to any Participant and any prospective Participant any and all financial information in such Lender’s or Agent’s possession concerning Borrower and any of Borrower’s Subsidiaries which has been delivered to shall provide that such Lender or Agent by Borrower or Borrower’s Subsidiaries pursuant to this Agreement or which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries in connection with such Lender’s or Agent’s credit evaluation of Borrower and Borrower’s Subsidiaries prior to entering into this Agreement. Any Participant or prospective Participant shall be subject to the confidentiality provisions of this Agreement. (c) Each Lender shall with respect to its Participants, if any, retain the sole right to approve, without the consent of any Participant, enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the Loan Documents other than consent of the Participant, agree to any amendment, modification or waiver with respect to any Loan or Commitment described in which the proviso of Section 11.11 that affects such Participant has an interest which forgives principal, interest or fees (other than Agent’s fees) or reduces the interest rate or fees (other than Agent’s fees) payable with respect to any such Loan or Commitment, postpones any date fixed for any regularly scheduled payment of principal of, or interest or fees (other than Agent’s fees) on, any such Loan or Commitment or releases any Guarantor. (d) Participant. Borrower agrees that each Participant shall be deemed entitled to have the rights benefits of set-off provided in subsection 11.8 hereof in respect of its participating interest in amounts owing under Sections 3.1 through 3.4 and 3.6 (subject to the Loan Documents requirements and limitations therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant Section 11.10; provided that such Participant (A) agrees to be subject to the amount provisions of Section 2.14 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, with respect to any participation, than its participating interest Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at Borrower’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.14 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.14 as though it were owing directly a Lender; provided that such Participant agrees to be subject to Section 11.5 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a Lender non-fiduciary agent of Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents, Documents (the “Participant Register”); provided that each no Lender shall retain have any obligation to disclose all or any portion of the right Participant Register (including the identity of set-off provided any Participant or any information relating to a Participant’s interest in subsection 11.8 hereof with respect any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the amount extent that such disclosure is necessary to establish that such commitment, loan, letter of participating interests sold to each Participantcredit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. Lenders agree to share with each ParticipantThe entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Participant, by exercising Person whose name is recorded in the right Participant Register as the owner of set-off provided in subsection 11.8 hereof, agrees to share with each Lender, any amount received pursuant to the exercise such participation for all purposes of its right of set-off, such amounts to be shared in accordance with subsection 11.8 hereof as if each Participant were a Lender. (e) Except for the sale of participating interests as described in this subsection 11.4 and the assignments as described in subsection 11.7 hereof, no Lender may sell or assign its rights and interests under this Agreement without the written consent of each Lender and Borrower, provided that after the occurrence of a Default or an Event of Default that has not been waived by all Lenders, Borrower’s consent to such sale or assignment shall not be required.notwithstanding any 744209099 20664705

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 Lender may, in the ordinary course of its commercial banking business Loans made and in accordance with applicable law, Reimbursement Obligations and/or Commitments held by such Lender at any time sell and from time to time to one or more Lenders or other financial institutions Persons (“Participants”) participating interests in any Revolving Credit Loan owing to such Lenderother than a natural Person, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, the Borrower or any other interest Guarantor or any Affiliate or Subsidiary of the Borrower or any Guarantor); provided that no such participation shall relieve any Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in the immediately following sentence, Borrower, the other Lendersthis Section, and the Administrative Agent shall continue have no obligation or responsibility to deal solely and directly with such Lender in connection with participant. Any agreement pursuant to which such Lender’s rights and obligations under this Agreement. However, any Participant participation is granted shall provide that is an affiliate of any the granting Lender shall have the right to deal directly with any other Lender and Borrower with respect to any matter that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C. (b) Borrower authorizes each Lender and Agent to disclose to any Participant and any prospective Participant any and all financial information in such Lender’s or Agent’s possession concerning Borrower and any of Borrower’s Subsidiaries which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries pursuant to this Agreement or which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries in connection with such Lender’s or Agent’s credit evaluation of Borrower and Borrower’s Subsidiaries prior to entering into this Agreement. Any Participant or prospective Participant shall be subject to the confidentiality provisions of this Agreement. (c) Each Lender shall with respect to its Participants, if any, retain the sole right and responsibility to approveenforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the consent of any Participant, right to approve any amendment, modification or waiver of any provision of the Loan Documents other than Documents, except that such agreement may provide that such Lender will not agree to any amendmentmodification, modification amendment or waiver with respect to of the Loan Documents that would reduce the amount of or postpone any Loan or Commitment fixed date for payment of any Obligation in which such Participant participant has an interest interest. Any party to which forgives principal, interest or fees (other than Agent’s fees) or reduces the interest rate or fees (other than Agent’s fees) payable with respect to any such Loan or Commitment, postpones any date fixed for any regularly scheduled payment of principal of, or interest or fees (other than Agent’s fees) on, any such Loan or Commitment or releases any Guarantor. (d) Borrower agrees that each Participant a participation has been granted shall be deemed to have the rights benefits of setSection 1.9 and Section 10.2 hereof; provided that such participant agrees to be subject to Section 13.1 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-off provided in subsection 11.8 hereof in respect fiduciary agent of its participating the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in amounts owing the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the same extent as if 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 amount of its participating interest were owing directly to it as a Lender under United States Treasury Regulations. The entries in the Loan DocumentsParticipant Register shall be conclusive absent manifest error, provided that each and such Lender shall retain treat each Person whose name is recorded in the right Participant Register 107 748271253 as the owner of set-off provided in subsection 11.8 hereof with respect such participation for all purposes of this Agreement notwithstanding any notice to the amount contrary. For the avoidance of participating interests sold to each Participant. Lenders agree to share with each Participantdoubt, and each Participant, by exercising the right of set-off provided Administrative Agent (in subsection 11.8 hereof, agrees to share with each Lender, any amount received pursuant to the exercise of its right of set-off, such amounts to be shared in accordance with subsection 11.8 hereof capacity as if each Administrative Agent) shall have no responsibility for maintaining a Participant were a LenderRegister. (e) Except for the sale of participating interests as described in this subsection 11.4 and the assignments as described in subsection 11.7 hereof, no Lender may sell or assign its rights and interests under this Agreement without the written consent of each Lender and Borrower, provided that after the occurrence of a Default or an Event of Default that has not been waived by all Lenders, Borrower’s consent to such sale or assignment shall not be required.

Participants. (a) Any Lender Bank may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more Lenders banks or other financial institutions (“Participants”"PARTICIPANTS") participating interests in any Revolving Credit Loan owing to such LenderBank, any Note held by such LenderBank, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such LenderBank, any Commitment of such LenderBank, or any other interest of such Lender Bank hereunder; provided, however, that upon the sale of any participating interest the selling Lender Bank shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s 's consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender Bank of participating interests to a Participant, such Lender’s Bank's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender Bank shall remain solely responsible for the performance thereof, and such Lender Bank shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, the other LendersBanks, and Agent shall continue to deal solely and directly with such Lender Bank in connection with such Lender’s Bank's rights and obligations under this Agreement. However, any Participant that is an affiliate of any Lender Bank shall have the right to deal directly with any other Lender Bank and Borrower with respect to any matter that is the subject of this Agreement, and Lenders Banks and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender Bank needs to deal only with other Lenders Banks (and not such other Lenders’ Banks' affiliate Participant(s)), in those matters in which the consent of any one or more Lenders Banks is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any LenderBank, and such rights do not apply to any Participants that are not affiliates of any LenderBank. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders Banks in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender Bank under this Agreement, any Note or any Facility L/C or participation in any Facility L/C. (b) Borrower authorizes each Lender Bank and Agent to disclose to any Participant and any prospective Participant any and all financial information in such Lender’s Bank's or Agent’s 's possession concerning Borrower and any of Borrower’s 's Subsidiaries which has been delivered to such Lender Bank or Agent by Borrower or Borrower’s 's Subsidiaries pursuant to this Agreement or which has been delivered to such Lender Bank or Agent by Borrower or Borrower’s 's Subsidiaries in connection with such Lender’s Bank's or Agent’s 's credit evaluation of Borrower and Borrower’s 's Subsidiaries prior to entering into this Agreement. Any Participant or prospective Participant shall be subject to the confidentiality provisions of this Agreement. (c) Each Lender Bank shall with respect to its Participants, if any, retain the sole right to approve, without the consent of any Participant, any amendment, modification or waiver of any provision of the Loan Documents other than any amendment, modification or waiver with respect to any Loan or Commitment in which such Participant has an interest which forgives principal, interest or fees (other than Agent’s 's fees) or reduces the interest rate or fees (other than Agent’s 's fees) payable with respect to any such Loan or Commitment, postpones any date fixed for any regularly scheduled payment of principal of, or interest or fees (other than Agent’s 's fees) on, any such Loan or Commitment or releases any Guarantor. (d) Borrower agrees that each Participant shall be deemed to have the rights of set-off provided in subsection 11.8 hereof in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender Bank under the Loan Documents, provided that each Lender Bank shall retain the right of set-off provided in subsection 11.8 hereof with respect to the amount of participating interests sold to each Participant. Lenders Banks agree to share with each Participant, and each Participant, by exercising the right of set-off provided in subsection 11.8 hereof, agrees to share with each LenderBank, any amount received pursuant to the exercise of its right of set-off, such amounts to be shared in accordance with subsection 11.8 hereof as if each Participant were a LenderBank. (e) Except for the sale of participating interests as described in this subsection 11.4 and the assignments as described in subsection 11.7 hereof, no Lender Bank may sell or assign its rights and interests under this Agreement without the written consent of each Lender Bank and Borrower, provided that after the occurrence of a Default or an Event of Default that has not been waived by all LendersBanks, Borrower’s 's consent to such sale or assignment shall not be required.

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 Lender may, in the ordinary course of its commercial banking business Loans made and in accordance with applicable law, Reimbursement Obligations and/or Commitments held by such Lender at any time sell and from time to time to one or more Lenders or other financial institutions (“Participants”) participating interests in Persons; provided that no such participation shall relieve any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in the immediately following sentence, Borrower, the other Lendersthis Section, and the Agent shall continue have no obligation or responsibility to deal solely and directly with such Lender in connection with participant. Any agreement pursuant to which such Lender’s rights and obligations under this Agreement. However, any Participant participation is granted shall provide that is an affiliate of any the granting Lender shall have the right to deal directly with any other Lender and Borrower with respect to any matter that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C. (b) Borrower authorizes each Lender and Agent to disclose to any Participant and any prospective Participant any and all financial information in such Lender’s or Agent’s possession concerning Borrower and any of Borrower’s Subsidiaries which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries pursuant to this Agreement or which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries in connection with such Lender’s or Agent’s credit evaluation of Borrower and Borrower’s Subsidiaries prior to entering into this Agreement. Any Participant or prospective Participant shall be subject to the confidentiality provisions of this Agreement. (c) Each Lender shall with respect to its Participants, if any, retain the sole right and responsibility to approveenforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the consent of any Participant, right to approve any amendment, modification or waiver of any provision of the Loan Documents other than Documents, except that such agreement may provide that such Lender will not agree to any amendmentmodification, modification amendment or waiver with respect to of the Loan Documents that would reduce the amount of or postpone any Loan or Commitment fixed date for payment of any Obligation in which such Participant participant has an interest interest. Any party to which forgives principalsuch a participation has been granted shall have the benefits of Section 8.1 and Section 8.4 hereof; provided, interest or fees (other than Agent’s fees) or reduces however, that Borrower shall pay no amounts under such sections in excess of the interest rate or fees (other than Agent’s fees) payable with respect amounts Borrower would have paid absent such participation. The Borrower authorizes each Lender to disclose to any participant or prospective participant under this Section any financial or other information pertaining to the Borrower or any Subsidiary; provided, however, that such Loan participant or Commitment, postpones prospective participant agrees in writing to be bound by Section 10.24 hereof. Each Lender that grants any date fixed for any regularly scheduled payment of principal of, or interest or fees (other than Agent’s fees) on, any such Loan or Commitment or releases any Guarantor. (d) Borrower agrees that participation hereunder shall cause each Participant shall be deemed to have the rights of set-off provided in subsection 11.8 hereof in respect of its participating interest participants that is not a United States person (as such term is defined in amounts owing under Section 7701(a)(30) of the Loan Documents Code) to the same extent as if the amount of its participating interest were owing directly to it as comply with those Lender requirements set forth in Section 10.1(b) hereof. Any Lender that grants a Lender under the Loan Documents, provided that each Lender shall retain the right of set-off provided in subsection 11.8 hereof with respect to the amount of participating interests sold to each Participant. Lenders agree to share with each Participant, and each Participant, by exercising the right of set-off provided in subsection 11.8 hereof, agrees to share with each Lender, any amount received participation pursuant to this Section shall promptly provide the exercise Borrower written notice of its right of set-offsuch participation, such amounts including the party to be shared in accordance with subsection 11.8 hereof as if each Participant were a Lenderwhom the participation is granted. (e) Except for the sale of participating interests as described in this subsection 11.4 and the assignments as described in subsection 11.7 hereof, no Lender may sell or assign its rights and interests under this Agreement without the written consent of each Lender and Borrower, provided that after the occurrence of a Default or an Event of Default that has not been waived by all Lenders, Borrower’s consent to such sale or assignment shall not be required.

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 Lender may, in the ordinary course of its commercial banking business Loans made and in accordance with applicable law, Reimbursement Obligations and/or Commitments held by such Lender at any time sell and from time to time to one or more Lenders Eligible Assignees, subject to the consent of the Borrower (such consent not to be unreasonably withheld or other financial institutions delayed) unless (“Participants”x) participating interests in any Revolving Credit Loan owing an Event of Default has occurred and is continuing at the time of such participation or (y) such participation is to such a Lender, an Affiliate of a Lender or an Approved Fund; provided that no such participation shall relieve any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in the immediately following sentence, Borrower, the other Lendersthis Section, and the Administrative Agent shall continue have no obligation or responsibility to deal solely and directly with such Lender in connection with participant. Any agreement pursuant to which such Lender’s rights and obligations under this Agreement. However, any Participant participation is granted shall provide that is an affiliate of any the granting Lender shall have the right to deal directly with any other Lender and Borrower with respect to any matter that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C. (b) Borrower authorizes each Lender and Agent to disclose to any Participant and any prospective Participant any and all financial information in such Lender’s or Agent’s possession concerning Borrower and any of Borrower’s Subsidiaries which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries pursuant to this Agreement or which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries in connection with such Lender’s or Agent’s credit evaluation of Borrower and Borrower’s Subsidiaries prior to entering into this Agreement. Any Participant or prospective Participant shall be subject to the confidentiality provisions of this Agreement. (c) Each Lender shall with respect to its Participants, if any, retain the sole right and responsibility to approveenforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the consent of any Participant, right to approve any amendment, modification or waiver of any provision of the Loan Documents other than Documents, except that such agreement may provide that such Lender will not agree to any amendmentmodification, modification amendment or waiver with respect to of the Loan Documents that would reduce the amount of or postpone any Loan or Commitment fixed date for payment of any Obligation in which such Participant participant has an interest interest. Any party to which forgives principal, interest or fees (other than Agent’s fees) or reduces such a participation has been granted shall have the interest rate or fees (other than Agent’s fees) payable with respect benefits of Section 1.11 and Section 10.3 hereof. The Borrower authorizes each Lender to disclose to any participant or prospective participant under this Section any financial or other information pertaining to the Borrower or any Subsidiary thereof, provided that such Loan participant or Commitment, postpones prospective participant shall have agreed in writing prior to its receipt of such information to maintain all such information confidential and not to disclose such information to any date fixed for any regularly scheduled payment of principal of, or interest or fees (other than Agent’s fees) on, Person except any such Loan information (a) that has become generally available to the public, (b) if required or Commitment appropriate in any report, statement or releases testimony submitted to any Guarantor. regulatory body having or claiming to have jurisdiction over such Lender, (c) if required or appropriate in response to any summons or subpoena or in connection with any litigation or (d) Borrower agrees in order to comply with any law, order, regulation or ruling applicable to such Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant shall be deemed to have participant and the rights principal amounts (and stated interest) of set-off provided in subsection 11.8 hereof in respect of its participating each participant’s interest in amounts owing the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the same extent as if 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 amount of its participating interest were owing directly to it as a Lender under United States Treasury Regulations. The entries in the Loan DocumentsParticipant Register shall be conclusive absent manifest error, provided that each and such Lender shall retain treat each Person whose name is recorded in the right Participant Register as the owner of set-off provided in subsection 11.8 hereof with respect such participation for all purposes of this Agreement notwithstanding any notice to the amount contrary. For the avoidance of participating interests sold to each Participant. Lenders agree to share with each Participantdoubt, and each Participant, by exercising the right of set-off provided Administrative Agent (in subsection 11.8 hereof, agrees to share with each Lender, any amount received pursuant to the exercise of its right of set-off, such amounts to be shared in accordance with subsection 11.8 hereof capacity as if each Administrative Agent) shall have no responsibility for maintaining a Participant were a LenderRegister. (e) Except for the sale of participating interests as described in this subsection 11.4 and the assignments as described in subsection 11.7 hereof, no Lender may sell or assign its rights and interests under this Agreement without the written consent of each Lender and Borrower, provided that after the occurrence of a Default or an Event of Default that has not been waived by all Lenders, Borrower’s consent to such sale or assignment shall not be required.

Participants. Each Bank shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Lender may, in the ordinary course of its commercial banking business Term Loans made, and/or Term Credit Commitment and participations in accordance with applicable lawthe Bond L/C and Reimbursement Obligations held, by such Bank at any time sell and from time to time, and to assign its rights under such Term Loans, participations in the Bond L/C and Reimbursement Obligations or the Notes evidencing such Loans to one or more Lenders or other financial institutions (“Participants”) participating interests in Persons; PROVIDED that no such participation shall relieve any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale Bank of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by its obligations under this Agreement, and no any agreement pursuant to which such participation agreement or assignment of a Note or the rights thereunder is granted shall provide any Participant with such rights. In that the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement granting Bank shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, the other Lenders, and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. However, any Participant that is an affiliate of any Lender shall have the right to deal directly with any other Lender and Borrower with respect to any matter that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C. (b) Borrower authorizes each Lender and Agent to disclose to any Participant and any prospective Participant any and all financial information in such Lender’s or Agent’s possession concerning Borrower and any of Borrower’s Subsidiaries which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries pursuant to this Agreement or which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries in connection with such Lender’s or Agent’s credit evaluation of Borrower and Borrower’s Subsidiaries prior to entering into this Agreement. Any Participant or prospective Participant shall be subject to the confidentiality provisions of this Agreement. (c) Each Lender shall with respect to its Participants, if any, retain the sole right and responsibility to approveenforce the obligations of the Company under the Loan Documents, including, without limitation, the consent of any Participant, right to approve any amendment, modification or waiver of any provision thereof, except that such agreement may provide that such Bank will not agree without the consent of the Loan Documents other than such participant or assignee to any amendmentmodification, modification amendment or waiver with respect to of this Agreement that would (A) increase any Term Credit Commitment of such Lender, or (B) reduce the amount of or postpone the date for payment of any principal of or interest on any Term Loan or Commitment Reimbursement Obligation or of any fee payable hereunder in which such Participant participant or assignee has an interest, or (C) reduce the interest rate applicable to any Term Loan or other amount payable in which such participant or assignee has an interest which forgives principal, interest or fees (other than Agent’s feesD) release any collateral security for or reduces the interest rate or fees (other than Agent’s fees) payable with respect to any such Loan or Commitment, postpones any date fixed guarantor for any regularly scheduled payment of principal ofthe Company's indebtedness, or interest or fees (other than Agent’s fees) on, any such Loan or Commitment or releases any Guarantor. (d) Borrower agrees that each Participant shall be deemed to have the rights of set-off provided in subsection 11.8 hereof in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender obligations and liabilities under the Loan Documents, and provided further that each Lender no such assignee or participant shall retain the right of set-off have any rights under this Agreement except as provided in subsection 11.8 this Section 11.15, and the Agent shall have no obligation or responsibility to such participant or assignee, except that nothing herein provided is intended to affect the rights of an assignee of a Note to enforce the Note assigned. Any party to which such a participation or assignment has been granted shall have the benefits of Section 1.10, Section 9.3 and Section 9.4 hereof but shall not be entitled to receive any greater payment under any such Section than the Bank granting such participation or assignment would have been entitled to receive with respect to the amount of participating interests sold to each Participant. Lenders agree to share with each Participant, and each Participant, by exercising the right of set-off provided in subsection 11.8 hereof, agrees to share with each Lender, any amount received pursuant to the exercise of its right of set-off, such amounts to be shared in accordance with subsection 11.8 hereof as if each Participant were a Lenderrights transferred. (e) Except for the sale of participating interests as described in this subsection 11.4 and the assignments as described in subsection 11.7 hereof, no Lender may sell or assign its rights and interests under this Agreement without the written consent of each Lender and Borrower, provided that after the occurrence of a Default or an Event of Default that has not been waived by all Lenders, Borrower’s consent to such sale or assignment shall not be required.

Participants. Subject to the approval of the Examining Authority, 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 Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, Revolving Loans made and/or Revolving Credit Commitments held by such Lender at any time sell and from time to time to one or more Lenders or other financial institutions Persons (each, a “ParticipantsParticipant”) participating interests in ); provided that no such participation shall relieve any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, provided, further that no such Participant shall have any rights under this Agreement except as provided in the immediately following sentence, Borrower, the other Lendersthis Section, and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. However, any Participant that is an affiliate of any Lender the Administrator shall have the right no obligation or responsibility to deal directly with any other Lender and Borrower with respect to any matter that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any LenderParticipant, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or Participant further shall have been declared or shall have become due and payable upon the occurrence of deliver a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C. (b) Borrower authorizes each Lender and Agent to disclose to any Participant and any prospective Participant any and all financial information signed disclosure statement in such Lender’s or Agent’s possession concerning Borrower and any of Borrower’s Subsidiaries which has been delivered to such Lender or Agent form as approved by Borrower or Borrower’s Subsidiaries FINRA. Any agreement pursuant to this Agreement or which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries in connection with such Lender’s or Agent’s credit evaluation of Borrower and Borrower’s Subsidiaries prior to entering into this Agreement. Any Participant or prospective Participant participation is granted shall be subject to provide that the confidentiality provisions of this Agreement. (c) Each granting Lender shall with respect to its Participants, if any, retain the sole right and responsibility to approveenforce the obligations of Broker/Dealer under this Agreement and the other Loan Documents including, without limitation, the consent of any Participant, right to approve any amendment, modification or waiver of any provision of the Loan Documents other than Documents, except that such agreement may provide that such Lender will not agree to any amendmentmodification, modification amendment or waiver with respect to of the Loan Documents that would reduce the amount of or postpone any Loan or Commitment fixed date for payment of any Obligation in which such Participant has an interest interest. Each Lender that sells a participation shall maintain a register on which forgives principal, interest or fees (other than Agent’s fees) or reduces it enters the interest rate or fees (other than Agent’s fees) payable with respect to any such Loan or Commitment, postpones any date fixed for any regularly scheduled payment name and address of principal of, or interest or fees (other than Agent’s fees) on, any such Loan or Commitment or releases any Guarantor. (d) Borrower agrees that each Participant shall be deemed to have and the rights principal amounts (and stated interest) of set-off provided in subsection 11.8 hereof in respect of its participating each Participant’s interest in amounts owing the Revolving Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except (i) the Broker/Dealer or (ii) to the same extent as if that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5fl.3-l(c) of the amount of its participating interest were owing directly to it as a Lender under United States Treasury Regulations. The entries in the Loan DocumentsParticipant Register shall be conclusive absent manifest error, provided that each and such Lender shall retain treat each Person whose name is recorded in the right Participant Register as the owner of set-off provided in subsection 11.8 hereof with respect such participation for all purposes of this Agreement notwithstanding any notice to the amount contrary. For the avoidance of participating interests sold to each Participant. Lenders agree to share with each Participantdoubt, and each Participant, by exercising the right of set-off provided Administrator (in subsection 11.8 hereof, agrees to share with each Lender, any amount received pursuant to the exercise of its right of set-off, such amounts to be shared in accordance with subsection 11.8 hereof capacity as if each Administrator) shall have no responsibility for maintaining a Participant were a LenderRegister. (e) Except for the sale of participating interests as described in this subsection 11.4 and the assignments as described in subsection 11.7 hereof, no Lender may sell or assign its rights and interests under this Agreement without the written consent of each Lender and Borrower, provided that after the occurrence of a Default or an Event of Default that has not been waived by all Lenders, Borrower’s consent to such sale or assignment shall not be required.

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 Lender may, in the ordinary course of its commercial banking business Loans made and in accordance with applicable law, Reimbursement Obligations and/or Commitments held by such Lender at any time sell and from time to time to one or more Lenders or other financial institutions Persons (“Participants”) participating interests in other than the Parent, the Borrower and their Subsidiaries); provided that no such participation shall relieve any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in the immediately following sentence, Borrower, the other Lendersthis Section 13.12, and the Administrative Agent shall continue have no obligation or responsibility to deal solely and directly with such Lender in connection with participant. Any agreement pursuant to which such Lender’s rights and obligations under this Agreement. However, any Participant participation is granted shall provide that is an affiliate of any the granting Lender shall have the right to deal directly with any other Lender and Borrower with respect to any matter that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C. (b) Borrower authorizes each Lender and Agent to disclose to any Participant and any prospective Participant any and all financial information in such Lender’s or Agent’s possession concerning Borrower and any of Borrower’s Subsidiaries which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries pursuant to this Agreement or which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries in connection with such Lender’s or Agent’s credit evaluation of Borrower and Borrower’s Subsidiaries prior to entering into this Agreement. Any Participant or prospective Participant shall be subject to the confidentiality provisions of this Agreement. (c) Each Lender shall with respect to its Participants, if any, retain the sole right and responsibility to approveenforce the obligations of the Borrowers under this Agreement and the other Loan Documents including, without limitation, the consent of any Participant, right to approve any amendment, modification or waiver of any provision of the Loan Documents other than Documents, except that such agreement may provide that such Lender will not agree to any amendmentmodification, modification amendment or waiver with respect to of the Loan Documents that would reduce the amount of or postpone any Loan or Commitment fixed date for payment of any Obligation in which such Participant participant has an interest interest. Any party to which forgives principal, interest or fees (other than Agent’s fees) or reduces the interest rate or fees (other than Agent’s fees) payable with respect to any such Loan or Commitment, postpones any date fixed for any regularly scheduled payment of principal of, or interest or fees (other than Agent’s fees) on, any such Loan or Commitment or releases any Guarantor. (d) Borrower agrees that each Participant a participation has been granted shall be deemed to have the rights benefits of set-off provided in subsection 11.8 Section 1.12 and Section 10.3 hereof in respect of its participating interest in amounts owing under the Loan Documents (but to the same extent as if the amount Lender from which it purchases its participation is entitled to such benefits). Each Lender that sells a participation shall, acting solely for this purpose as an agent of its participating the Borrowers, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest were owing directly to it as a Lender in the Loans or other obligations under the Loan Documents, Documents (the “Participant Register”); provided that each no Lender shall retain have any obligation to disclose all or any portion of the right Participant Register (including the identity of set-off provided any participant or any information relating to a participant's interest in subsection 11.8 hereof with respect any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the amount extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of participating interests sold to each ParticipantCredit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. Lenders agree to share with each ParticipantThe entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Participant, by exercising Person whose name is recorded in the right Participant Register as the owner of set-off provided in subsection 11.8 hereof, agrees to share with each Lender, such participation for all purposes of this Agreement notwithstanding any amount received pursuant notice to the exercise contrary. For the avoidance of doubt, the Administrative Agent (in its right of set-off, such amounts to be shared in accordance with subsection 11.8 hereof capacity as if each Administrative Agent) shall have no responsibility for maintaining a Participant were a LenderRegister. (e) Except for the sale of participating interests as described in this subsection 11.4 and the assignments as described in subsection 11.7 hereof, no Lender may sell or assign its rights and interests under this Agreement without the written consent of each Lender and Borrower, provided that after the occurrence of a Default or an Event of Default that has not been waived by all Lenders, Borrower’s consent to such sale or assignment shall not be required.

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 Lender may, in the ordinary course of its commercial banking business Loans made and in accordance with applicable law, Reimbursement Obligations and/or Commitments held by such Lender at any time sell and from time to time to one or more Lenders or other financial institutions Persons (“Participants”) participating interests in any Revolving Credit Loan owing to such Lenderother than a natural Person, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, the Borrower or any other interest Guarantor or any Affiliate or Subsidiary of the Borrower or any Guarantor); provided that no such participation shall relieve any Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in the immediately following sentence, Borrower, the other Lendersthis Section, and the Administrative Agent shall continue have no obligation or responsibility to deal solely and directly with such Lender in connection with participant. Any agreement pursuant to which such Lender’s rights and obligations under this Agreement. However, any Participant participation is granted shall provide that is an affiliate of any the granting Lender shall have the right to deal directly with any other Lender and Borrower with respect to any matter that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C. (b) Borrower authorizes each Lender and Agent to disclose to any Participant and any prospective Participant any and all financial information in such Lender’s or Agent’s possession concerning Borrower and any of Borrower’s Subsidiaries which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries pursuant to this Agreement or which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries in connection with such Lender’s or Agent’s credit evaluation of Borrower and Borrower’s Subsidiaries prior to entering into this Agreement. Any Participant or prospective Participant shall be subject to the confidentiality provisions of this Agreement. (c) Each Lender shall with respect to its Participants, if any, retain the sole right and responsibility to approveenforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the consent of any Participant, right to approve any amendment, modification or waiver of any provision of the Loan Documents other than Documents, except that such agreement may provide that such Lender will not agree to any amendmentmodification, modification amendment or waiver with respect to of the Loan Documents that would reduce the amount of or postpone any Loan or Commitment fixed date for payment of any Obligation in which such Participant participant has an interest interest. Any party to which forgives principal, interest or fees (other than Agent’s fees) or reduces the interest rate or fees (other than Agent’s fees) payable with respect to any such Loan or Commitment, postpones any date fixed for any regularly scheduled payment of principal of, or interest or fees (other than Agent’s fees) on, any such Loan or Commitment or releases any Guarantor. (d) Borrower agrees that each Participant a participation has been granted shall be deemed to have the rights benefits of set-off provided in subsection 11.8 hereof in respect Section 1.9 and Section 10.3 hereof. Each Lender that sells a participation shall, acting solely for this purpose as an agent of its participating the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in amounts owing the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant's interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the same extent as if 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 amount of its participating interest were owing directly to it as a Lender under United States Treasury Regulations. The entries in the Loan DocumentsParticipant Register shall be conclusive absent manifest error, provided that each and such Lender shall retain treat each Person whose name is recorded in the right Participant Register as the owner of set-off provided in subsection 11.8 hereof with respect such participation for all purposes of this Agreement notwithstanding any notice to the amount contrary. For the avoidance of participating interests sold to each Participant. Lenders agree to share with each Participantdoubt, and each Participant, by exercising the right of set-off provided Administrative Agent (in subsection 11.8 hereof, agrees to share with each Lender, any amount received pursuant to the exercise of its right of set-off, such amounts to be shared in accordance with subsection 11.8 hereof capacity as if each Administrative Agent) shall have no responsibility for maintaining a Participant were a LenderRegister. (e) Except for the sale of participating interests as described in this subsection 11.4 and the assignments as described in subsection 11.7 hereof, no Lender may sell or assign its rights and interests under this Agreement without the written consent of each Lender and Borrower, provided that after the occurrence of a Default or an Event of Default that has not been waived by all Lenders, Borrower’s consent to such sale or assignment shall not be required.

Participants. (a) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, may at any time time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one any Person (other than a natural Person, or more Lenders a holding company, investment vehicle or other financial institutions 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 “ParticipantsParticipant”) participating interests in any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment all or a portion of such Lender, ’s rights and/or obligations under this Agreement (including all or any other interest a portion of such Lender hereunderits Commitment and/or the Loans owing to it); provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (ci) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance thereofof such obligations, and such Lender shall remain (iii) the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, the other LendersAdministrative Agent, the L/C Issuer and Agent Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. HoweverFor the avoidance of doubt, any Participant that is an affiliate of any each Lender shall have be responsible for the right to deal directly with any other Lender and Borrower indemnity under Section 9.6 with respect to any matter that is the subject of this Agreement, and Lenders and Borrower agree payments made by such Lender to deal directly with such affiliate its Participant(s); provided, however, that each Lender needs . Any agreement or instrument pursuant to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or sells such a participation in any Facility L/C. (b) Borrower authorizes each Lender and Agent to disclose to any Participant and any prospective Participant any and all financial information in such Lender’s or Agent’s possession concerning Borrower and any of Borrower’s Subsidiaries which has been delivered to shall provide that such Lender or Agent by Borrower or Borrower’s Subsidiaries pursuant to this Agreement or which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries in connection with such Lender’s or Agent’s credit evaluation of Borrower and Borrower’s Subsidiaries prior to entering into this Agreement. Any Participant or prospective Participant shall be subject to the confidentiality provisions of this Agreement. (c) Each Lender shall with respect to its Participants, if any, retain the sole right to approve, without the consent of any Participant, enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the Loan Documents other than consent of the Participant, agree to any amendment, modification or waiver with respect to any Loan or Commitment described in which the proviso of Section 10.11 that affects such Participant has an interest which forgives principal, interest or fees (other than Agent’s fees) or reduces the interest rate or fees (other than Agent’s fees) payable with respect to any such Loan or Commitment, postpones any date fixed for any regularly scheduled payment of principal of, or interest or fees (other than Agent’s fees) on, any such Loan or Commitment or releases any Guarantor. (d) Participant. The Borrower agrees that each Participant shall be deemed entitled to have the rights benefits of set-off provided in subsection 11.8 hereof in respect of its participating interest in amounts owing under Sections 3.1 through 3.4 and 3.6 (subject to the Loan Documents requirements and limitations therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant Section 10.10; provided that such Participant (A) agrees to be subject to the amount provisions of Section 2.16 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, with respect to any participation, than its participating interest 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 10.14 as though it were owing directly a Lender; provided that such Participant agrees to be subject to Section 10.5 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a Lender non-fiduciary agent of the #100931212v25 Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents, Documents (the “Participant Register”); provided that each no Lender shall retain have any obligation to disclose all or any portion of the right Participant Register (including the identity of set-off provided any Participant or any information relating to a Participant's interest in subsection 11.8 hereof with respect any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the amount extent that such disclosure is necessary to establish that such commitment, loan, letter of participating interests sold to each Participantcredit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. Lenders agree to share with each ParticipantThe entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Participant, by exercising Person whose name is recorded in the right Participant Register as the owner of set-off provided in subsection 11.8 hereof, agrees to share with each Lender, such participation for all purposes of this Agreement notwithstanding any amount received pursuant notice to the exercise contrary. For the avoidance of doubt, the Administrative Agent (in its right of set-off, such amounts to be shared in accordance with subsection 11.8 hereof capacity as if each Administrative Agent) shall have no responsibility for maintaining a Participant were a LenderRegister. (e) Except for the sale of participating interests as described in this subsection 11.4 and the assignments as described in subsection 11.7 hereof, no Lender may sell or assign its rights and interests under this Agreement without the written consent of each Lender and Borrower, provided that after the occurrence of a Default or an Event of Default that has not been waived by all Lenders, Borrower’s consent to such sale or assignment shall not be required.

Participants. Each Bank shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Lender may, in the ordinary course of its commercial banking business Loans made, and/or Revolving Credit Commitment and participations in accordance with applicable lawL/Cs, Bond L/Cs, Bond Reimbursement Obligations and Reimbursement Obligations held, by such Bank at any time sell and from time to time, and to assign its rights under such Loans, participations in L/Cs, Bond L/Cs, Bond Reimbursement Obligations and Reimbursement Obligations or the Notes evidencing such Loans to one or more Lenders or other financial institutions (“Participants”) participating interests in Persons; provided that no such participation shall relieve any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale Bank of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by its obligations under this Agreement, and no any agreement pursuant to which such participation agreement or assignment of a Note or the rights thereunder is granted shall provide any Participant with such rights. In that the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such granting Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, the other Lenders, and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. However, any Participant that is an affiliate of any Lender shall have the right to deal directly with any other Lender and Borrower with respect to any matter that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C. (b) Borrower authorizes each Lender and Agent to disclose to any Participant and any prospective Participant any and all financial information in such Lender’s or Agent’s possession concerning Borrower and any of Borrower’s Subsidiaries which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries pursuant to this Agreement or which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries in connection with such Lender’s or Agent’s credit evaluation of Borrower and Borrower’s Subsidiaries prior to entering into this Agreement. Any Participant or prospective Participant shall be subject to the confidentiality provisions of this Agreement. (c) Each Lender shall with respect to its Participants, if any, retain the sole right and responsibility to approveenforce the obligations of the Borrowers under the Loan Documents, including, without limitation, the consent of any Participant, right to approve any amendment, modification or waiver of any provision thereof, except that such agreement may provide that such Bank will not agree without the consent of the Loan Documents other than such participant or assignee to any amendmentmodification, modification amendment or waiver with respect of this Agreement that would (A) increase any Revolving Credit Commitment of such Bank, or (B) reduce the amount of or postpone the date for payment of any principal of or interest on any Loan, Bond Reimbursement Obligation or Reimbursement Obligation or of any fee payable hereunder in which such participant or assignee has an interest or (C) reduce the interest rate applicable to any Loan or Commitment other amount payable in which such Participant participant or assignee has an interest which forgives principal, interest or fees (other than Agent’s feesD) release any collateral security for or reduces the interest rate or fees guarantor (other than Agent’s feesif any) payable with respect to any such Loan or Commitment, postpones any date fixed for any regularly scheduled payment of principal ofthe Borrowers’ indebtedness, or interest or fees (other than Agent’s fees) on, any such Loan or Commitment or releases any Guarantor. (d) Borrower agrees that each Participant shall be deemed to have the rights of set-off provided in subsection 11.8 hereof in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender obligations and liabilities under the Loan Documents, and provided further that each Lender no such assignee or participant shall retain the right of set-off have any rights under this Agreement except as provided in subsection 11.8 this Section 11.15, and the Agent shall have no obligation or responsibility to such participant or assignee, except that nothing herein provided is intended to affect the rights of an assignee of a Note to enforce the Note assigned. Any party to which such a participation or assignment has been granted shall have the benefits of Section 1.10, Section 9.3 and Section 9.4 hereof but shall not be entitled to receive any greater payment under any such Section than the Bank granting such participation or assignment would have been entitled to receive with respect to the amount of participating interests sold to each Participant. Lenders agree to share with each Participant, and each Participant, by exercising the right of set-off provided in subsection 11.8 hereof, agrees to share with each Lender, any amount received pursuant to the exercise of its right of set-off, such amounts to be shared in accordance with subsection 11.8 hereof as if each Participant were a Lenderrights transferred. (e) Except for the sale of participating interests as described in this subsection 11.4 and the assignments as described in subsection 11.7 hereof, no Lender may sell or assign its rights and interests under this Agreement without the written consent of each Lender and Borrower, provided that after the occurrence of a Default or an Event of Default that has not been waived by all Lenders, Borrower’s consent to such sale or assignment shall not be required.

Participants. (a) Any Lender Bank may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more Lenders banks or other financial institutions (“"Participants”") participating interests in any Revolving Credit Loan owing to such LenderBank, any Note held by such LenderBank, any interest (including any Reimbursement Obligation) in any Facility Standby L/C with respect to such LenderBank, any Revolving Credit Loan Commitment of such LenderBank, or any other interest of such Lender Bank hereunder; provided, however, that upon the sale of any participating interest the selling Lender Bank shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s 's consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender Bank of participating interests to a Participant, such Lender’s Bank's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender Bank shall remain solely responsible for the performance thereof, and such Lender Bank shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, the other LendersBanks, and Agent shall continue to deal solely and directly with such Lender Bank in connection with such Lender’s Bank's rights and obligations under this Agreement. However, any Participant that is an affiliate of any Lender Bank shall have the right to deal directly with any other Lender Bank and Borrower with respect to any matter that is the subject of this Agreement, and Lenders Banks and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender Bank needs to deal only with other Lenders Banks (and not such other Lenders’ Banks' affiliate Participant(s)), in those matters in which the consent of any one or more Lenders Banks is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any LenderBank, and such rights do not apply to any Participants that are not affiliates of any LenderBank. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders Banks in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C. (b) Borrower authorizes each Lender and Agent to disclose to any Participant and any prospective Participant any and all financial information in such Lender’s or Agent’s possession concerning Borrower and any of Borrower’s Subsidiaries which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries pursuant to this Agreement or which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries in connection with such Lender’s or Agent’s credit evaluation of Borrower and Borrower’s Subsidiaries prior to entering into this Agreement. Any Participant or prospective Participant shall be subject to the confidentiality provisions of this Agreement. (c) Each Lender shall with respect to its Participants, if any, retain the sole right to approve, without the consent of any Participant, any amendment, modification or waiver of any provision of the Loan Documents other than any amendment, modification or waiver with respect to any Loan or Commitment in which such Participant has an interest which forgives principal, interest or fees (other than Agent’s fees) or reduces the interest rate or fees (other than Agent’s fees) payable with respect to any such Loan or Commitment, postpones any date fixed for any regularly scheduled payment of principal of, or interest or fees (other than Agent’s fees) on, any such Loan or Commitment or releases any Guarantor. (d) Borrower agrees that each Participant shall be deemed to have the rights of set-off provided in subsection 11.8 hereof in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, provided that each Lender shall retain the right of set-off provided in subsection 11.8 hereof with respect to the amount of participating interests sold to each Participant. Lenders agree to share with each Participant, and each Participant, by exercising the right of set-off provided in subsection 11.8 hereof, agrees to share with each Lender, any amount received pursuant to the exercise of its right of set-off, such amounts to be shared in accordance with subsection 11.8 hereof as if each Participant were a Lender. (e) Except for the sale of participating interests as described in this subsection 11.4 and the assignments as described in subsection 11.7 hereof, no Lender may sell or assign its rights and interests under this Agreement without the written consent of each Lender and Borrower, provided that after the occurrence of a Default or an Event of Default that has not been waived by all Lenders, Borrower’s consent to such sale or assignment shall not be required.amounts

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 Lender may, in the ordinary course of its commercial banking business Loans made and in accordance with applicable law, Reimbursement Obligations and/or Commitments held by such Lender at any time sell and from time to time to one or more Lenders Eligible Assignees, subject to the consent of the Borrower (such consent not to be unreasonably withheld or other financial institutions delayed) unless (“Participants”x) participating interests in any Revolving Credit Loan owing an Event of Default has occurred and is continuing at the time of such participation or (y) such participation is to such a Lender, an Affiliate of a Lender or an Approved Fund; provided that no such participation shall relieve any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in the immediately following sentence, Borrower, the other Lendersthis Section, and the Administrative Agent shall continue have no obligation or responsibility to deal solely and directly with such Lender in connection with participant. Any agreement pursuant to which such Lender’s rights and obligations under this Agreement. However, any Participant participation is granted shall provide that is an affiliate of any the granting Lender shall have the right to deal directly with any other Lender and Borrower with respect to any matter that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C. (b) Borrower authorizes each Lender and Agent to disclose to any Participant and any prospective Participant any and all financial information in such Lender’s or Agent’s possession concerning Borrower and any of Borrower’s Subsidiaries which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries pursuant to this Agreement or which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries in connection with such Lender’s or Agent’s credit evaluation of Borrower and Borrower’s Subsidiaries prior to entering into this Agreement. Any Participant or prospective Participant shall be subject to the confidentiality provisions of this Agreement. (c) Each Lender shall with respect to its Participants, if any, retain the sole right and responsibility to approveenforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the consent of any Participant, right to approve any amendment, modification or waiver of any provision of the Loan Documents other than Documents, except that such agreement may provide that such Lender will not agree to any amendmentmodification, modification amendment or waiver with respect to of the Loan Documents that would reduce the amount of or postpone any Loan or Commitment fixed date for payment of any Obligation in which such Participant participant has an interest interest. Any party to which forgives principal, interest or fees (other than Agent’s fees) or reduces such a participation has been granted shall have the interest rate or fees (other than Agent’s fees) payable with respect benefits of Section 1.11 and Section 10.3 hereof. The Borrower authorizes each Lender to disclose to any participant or prospective participant under this Section any financial or other information pertaining to the Borrower or any Subsidiary thereof, provided that such Loan participant or Commitment, postpones prospective participant shall have agreed in writing prior to its receipt of such information to maintain all such information confidential and not to disclose such information to any date fixed for any regularly scheduled payment of principal of, or interest or fees (other than Agent’s fees) on, Person except any such Loan information (a) that has become generally available to the public, (b) if required or Commitment appropriate in any report, statement or releases testimony submitted to any Guarantor. regulatory body having or claiming to have jurisdiction over such Lender, (c) if required or appropriate in response to any summons or subpoena or in connection with any litigation or (d) Borrower agrees that each Participant shall be deemed in order to have the rights of set-off provided in subsection 11.8 hereof in respect of its participating interest in amounts owing under the Loan Documents comply with any law, order, regulation or ruling applicable to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, provided that each Lender shall retain the right of set-off provided in subsection 11.8 hereof with respect to the amount of participating interests sold to each Participant. Lenders agree to share with each Participant, and each Participant, by exercising the right of set-off provided in subsection 11.8 hereof, agrees to share with each Lender, any amount received pursuant to the exercise of its right of set-off, such amounts to be shared in accordance with subsection 11.8 hereof as if each Participant were a Lender. (e) Except for the sale of participating interests as described in this subsection 11.4 and the assignments as described in subsection 11.7 hereof, no Lender may sell or assign its rights and interests under this Agreement without the written consent of each Lender and Borrower, provided that after the occurrence of a Default or an Event of Default that has not been waived by all Lenders, Borrower’s consent to such sale or assignment shall not be required.

Participants. (a) Any Following the Closing Date, each Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time may sell participations to one or more Lenders banks, financial institutions or other financial institutions Persons (“Participants”) participating interests in other than natural persons, Borrower or any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligationof Borrower’s Affiliates or Subsidiaries) in any Facility L/C with respect to such Lenderall or a portion of its rights and obligations under this Agreement without the consent of the Borrower, any Commitment of such Lender, the Administrative Agent or any other interest Person; provided that, the participant shall not become a Lender (but shall, pursuant to the terms of such Lender hereunder; provided, however, that upon the sale of any participating interest such participation, be obligated to comply with Section 13.30 hereof as if the selling Lender shall provide promptly to Borrower participant were a Lender) and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (ci) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement (including its Commitment) shall remain unchanged, (ii) such Lender shall remain solely responsible to the Borrower for the performance thereofof such obligations, and such Lender shall remain (iii) the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, the other Lenders, and Agent Borrower shall continue to deal solely and directly with such Lender in connection with such Lender▇▇▇▇▇▇’s rights and obligations under this Agreement. However, (iv) no participant shall have any Participant that is an affiliate right to approve any amendment or waiver of any Lender shall have the right to deal directly with any other Lender and Borrower with respect to any matter that is the subject provision of this Agreement, and Lenders and Borrower or any consent to any departure by any Person therefrom, except that such agreement may provide that such Lender will not agree to deal directly with any modification, amendment or waiver of the Credit Documents, without such affiliate Participant(s); provided, howeverparticipant’s consent, that each Lender needs would (a) increase the Commitments of such participant, (b) reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest (provided that, no participant’s consent shall be required for the rescission of any default interest imposed pursuant to deal only Section 2.8), or (c) release all or substantially all of the Collateral or value of the Guarantees (except as otherwise provided for in the Credit Documents), and for the avoidance of doubt, no participant shall have any rights with other Lenders respect to waivers of defaults or Events of Default and (and not v) any participation shall be in a pro rata proportion of such other Lenders’ affiliate Participant(s)), in those matters in which rights and obligations with respect to all of the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, Loans and Commitments held by such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or Any party to which such a participation has been granted shall have the benefits of Section 2.10 and Section 11.3 hereof except that any amount paid to such party under either such section shall not exceed the amount that would have been declared or paid to such Lender in such circumstance. Any party to which such a participation has been granted shall have become due the benefits and payable upon requirements of Sections 13.1 through 13.10 (it being understood that the occurrence of a Default or an Event of Default, each Participant documentation required under Section 13.5 shall be deemed delivered to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation Lender) to the same extent as if the amount of it were a Lender and had acquired its interest by assignment pursuant to Section 13.18; provided that such party shall not be entitled to receive any greater payment under Sections 13.1 through 13.8 with respect to any participation than its participating interests were owing directly Lender would have been entitled to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C. (b) receive. The Borrower authorizes each Lender and Agent to disclose to any Participant and participant or prospective participant under this Section 13.17 any prospective Participant any and all financial or other information in such Lender’s or Agent’s possession concerning Borrower and any of Borrower’s Subsidiaries which has been delivered pertaining to such Lender or Agent by the Borrower or Borrower’s Subsidiaries pursuant to this Agreement or which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries in connection with such Lender’s or Agent’s credit evaluation of Borrower and Borrower’s Subsidiaries prior to entering into this Agreement. Any Participant or prospective Participant shall be any Subsidiary, subject to the confidentiality provisions of this Agreement. (c) Section 13.30 hereof. Each Lender shall with respect to its Participantsthat sells a participation shall, if any, retain the sole right to approve, without the consent of any Participant, any amendment, modification or waiver of any provision acting solely for this purpose as a “non-fiduciary” agent of the Loan Documents Borrower and each other than any amendmentObligor, modification or waiver with respect to any Loan or Commitment in maintain a register on which such Participant has an interest which forgives principal, interest or fees it enters the name and address of each participant and the principal amounts (other than Agentand stated interest) of each participant’s fees) or reduces the interest rate or fees (other than Agent’s fees) payable with respect to any such Loan or Commitment, postpones any date fixed for any regularly scheduled payment of principal of, or interest or fees (other than Agent’s fees) on, any such Loan or Commitment or releases any Guarantor. (d) Borrower agrees that each Participant shall be deemed to have the rights of set-off provided in subsection 11.8 hereof in respect of its participating interest in amounts owing the Loans or other obligations under the Loan Credit Documents to (the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, “Participant Register”); provided that each Lender shall retain the right of set-off provided in subsection 11.8 hereof with respect to the amount of participating interests sold to each Participant. Lenders agree to share with each Participant, and each Participant, by exercising the right of set-off provided in subsection 11.8 hereof, agrees to share with each Lender, any amount received pursuant to the exercise of its right of set-off, such amounts to be shared in accordance with subsection 11.8 hereof as if each Participant were a Lender. (e) Except for the sale of participating interests as described in this subsection 11.4 and the assignments as described in subsection 11.7 hereofthat, no Lender may sell shall have any obligation to disclose all or assign 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 rights other obligations under any Credit Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations and interests under Section 1.163-5(b)(1) of the proposed United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement without notwithstanding any notice to the written consent contrary. For the avoidance of each Lender and Borrowerdoubt, provided that after the occurrence of Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Default or an Event of Default that has not been waived by all Lenders, Borrower’s consent to such sale or assignment shall not be requiredParticipant Register.

Participants. The Lender reserves the right, from time to time during the Term, to (a) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more Lenders or other financial institutions (“Participants”) participating interests in any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C enter into participation agreements with respect to such Lenderthe Loan or (b) assign, any Commitment of such Lenderdirectly or as collateral, all or any other interest portion of such Lender hereunder; provided, however, that upon the sale Obligations or all of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such saleLender's rights therein; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent each member of the Borrowing Group shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant cooperate with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, the other Lenders, and Agent shall continue to deal solely and directly with such Lender in connection with the execution of any such participation agreements or the transfer of any such assignments. Such cooperation shall include without limitation: A. supplying financial statements of the Borrower, the Guarantor, any Lessee, and of the Facility; B. providing estoppel certificates (i) consenting to such participations or assignments, (ii) confirming the respective obligations of each member of the Borrowing Group under the Loan Documents, (iii) confirming the amount of the then outstanding principal balance of the Loan and the amounts of any tax or insurance escrow deposits held by the Lender’s rights and , (iv) stating whether any member of the Borrowing Group has any defenses, offsets or credits against the payment of any amounts due or the performance of any obligations under this Agreementthe Loan Documents and (v) stating whether any default or any state of facts which, with the passing of time or the giving of notice or both, could constitute a default, exists under the Loan Documents; C. making such modifications or alterations to the Loan Documents as the Lender may reasonably request; provided, however that such modifications and alterations shall not increase any of the Borrower's or the Guarantor's monetary obligations under the Loan Documents or materially modify any other obligations of the Borrower or the Guarantor under the Loan Documents; D. providing such other documentation relating to the Loan and the Mortgaged Property as the Lender may reasonably request; and E. making the Mortgaged Property available for inspection upon reasonable notice from the Lender. However, any Participant that is an affiliate of any The Lender shall have the right to deal directly provide potential participants and assignees with any other Lender and Borrower with respect to any matter that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C. (b) Borrower authorizes each Lender and Agent to disclose to any Participant and any prospective Participant any and all financial financial, licensing and other information in such Lender’s or Agent’s possession concerning Borrower and any of Borrower’s Subsidiaries which has been delivered provided to such the Lender or Agent by Borrower or Borrower’s Subsidiaries pursuant to this Agreement or which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries in connection with such Lender’s or Agent’s credit evaluation of Borrower and Borrower’s Subsidiaries prior to entering into this Agreement. Any Participant or prospective Participant shall be subject to the confidentiality provisions of this Agreement. (c) Each Lender shall with respect to its Participants, if any, retain the sole right to approve, without the consent of any Participant, any amendment, modification or waiver of any provision of the Loan Documents other than upon informing such recipients of the confidential nature of such information. The terms and conditions of any amendment, modification or waiver with respect to any Loan or Commitment in which such Participant has an interest which forgives principal, interest or fees (other than Agent’s fees) or reduces the interest rate or fees (other than Agent’s fees) payable with respect to any such Loan or Commitment, postpones any date fixed for any regularly scheduled payment of principal of, or interest or fees (other than Agent’s fees) on, any such Loan or Commitment or releases any Guarantor. (d) Borrower agrees that each Participant shall be deemed to have the rights of set-off provided in subsection 11.8 hereof in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, provided that each Lender shall retain the right of set-off provided in subsection 11.8 hereof participation agreements with respect to the amount Loan or any assignment of participating interests sold to each Participant. Lenders agree to share with each Participant, and each Participant, all or any of the obligations evidenced or secured by exercising the right of set-off provided in subsection 11.8 hereof, agrees to share with each Lender, any amount received pursuant to the exercise of its right of set-off, such amounts to be shared in accordance with subsection 11.8 hereof as if each Participant were a Lender. (e) Except for the sale of participating interests as described in this subsection 11.4 Loan Documents and the assignments as described in subsection 11.7 hereof, no Lender may sell or assign its Lender's rights and interests under this Agreement without remedies therein shall be determined by the written consent of each Lender in its sole and Borrower, provided that after the occurrence of a Default or an Event of Default that has not been waived by all Lenders, Borrower’s consent to such sale or assignment shall not be requiredabsolute discretion.

Participants. Each Bank shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Lender may, in the ordinary course of its commercial banking business Loans made and Reimbursement Obligations and/or Commitments and/or participations in accordance with applicable law, Swing Loans held by such Bank at any time sell and from time to time to one or more Lenders or other banks, insurance companies, commercial lenders and other financial institutions (“Participants”) participating interests in institutions; provided that no such participation shall relieve any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale Bank of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by its obligations under this Agreement, and provided further that no participation agreement such participant shall provide have any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations rights under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, the other Lendersthis Section 14.11, and the Agent shall continue have no obligation or responsibility to deal solely and directly with such Lender in connection with participant. Any party to which such Lender’s rights and obligations under this Agreement. However, any Participant that is an affiliate of any Lender a participation has been granted shall have the right benefits of Section 3.6 and Section 11.3 hereof but shall not be entitled to deal directly with receive any other Lender and Borrower greater payment under either such Section than the Bank granting such participation would have been entitled to receive with respect to the rights transferred. Any agreement pursuant to which any matter that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with Bank may grant such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C. (b) Borrower authorizes each Lender and Agent to disclose to any Participant and any prospective Participant any and all financial information in shall provide that such Lender’s or Agent’s possession concerning Borrower and any of Borrower’s Subsidiaries which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries pursuant to this Agreement or which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries in connection with such Lender’s or Agent’s credit evaluation of Borrower and Borrower’s Subsidiaries prior to entering into this Agreement. Any Participant or prospective Participant Bank shall be subject to the confidentiality provisions of this Agreement. (c) Each Lender shall with respect to its Participants, if any, retain the sole right and responsibility to approveenforce the obligations of the Borrower hereunder including, without limitation, the consent of right to approve any Participant, any amendment, amendment or modification or waiver of any provision of the Loan Documents other than this Agreement; provided that such participation agreement may provide that such Bank will not agree to any amendmentmodification, modification amendment or waiver with respect to of this Agreement that would (A) increase any Commitment of such Bank if such increase would also increase the participant's obligations, (B) forgive any amount of or postpone the date for payment of any principal of or interest on any Loan or Commitment Reimbursement Obligation or of any fee payable hereunder in which such Participant participant has an interest or (C) reduce the stated rate at which forgives principal, interest or fees (accrue or other than Agent’s fees) or reduces the interest rate or fees (other than Agent’s fees) amounts payable with respect hereunder in which such participant has an interest. The Borrower authorizes each Bank to disclose to any such Loan participant or Commitment, postpones prospective participant under this Section 14.11 any date fixed for any regularly scheduled payment of principal of, financial or interest or fees (other than Agent’s fees) on, any such Loan or Commitment or releases any Guarantor. (d) Borrower agrees that each Participant shall be deemed to have the rights of set-off provided in subsection 11.8 hereof in respect of its participating interest in amounts owing under the Loan Documents information pertaining to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, provided that each Lender shall retain the right of set-off provided in subsection 11.8 hereof with respect to the amount of participating interests sold to each Participant. Lenders agree to share with each Participant, and each Participant, by exercising the right of set-off provided in subsection 11.8 hereof, agrees to share with each Lender, any amount received pursuant to the exercise of its right of set-off, such amounts to be shared in accordance with subsection 11.8 hereof as if each Participant were a Lender. (e) Except for the sale of participating interests as described in this subsection 11.4 and the assignments as described in subsection 11.7 hereof, no Lender may sell or assign its rights and interests under this Agreement without the written consent of each Lender and Borrower, provided that after the occurrence of a Default or an Event of Default that has not been waived by all Lenders, Borrower’s consent subject to such sale or assignment shall not be requiredSection 14.21 hereof.

Participants. (a) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more Lenders or other financial institutions (“Participants”) participating interests in any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Each LOC Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, the other Lenders, and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. However, any Participant that is an affiliate of any Lender shall have the right to deal directly with any other Lender and Borrower with respect to any matter that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence issuance of a Default or an Event Letter of DefaultCredit, each Participant shall be deemed to have purchased without recourse a risk participation from the right Issuing Lender in such Letter of set-off provided Credit and each LOC Document related thereto and the rights and obligations arising thereunder and any collateral relating thereto, in each case in an amount equal to Lenders in this Agreement in respect its Commitment Percentage of its participating interest in amounts owing the obligations under this Agreement or any Note or Reimbursement Obligation such Letter of Credit, and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to pay to the same extent as if Issuing Lender therefor and discharge when due, its Commitment Percentage of the amount obligations arising under such Letter of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or Credit. Without limiting the scope and nature of each LOC Participant’s participation in any Facility L/C. (b) Borrower authorizes Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any such Letter of Credit, each Lender and Agent to disclose to any Participant and any prospective Participant any and all financial information in such Lender’s or Agent’s possession concerning Borrower and any of Borrower’s Subsidiaries which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries pursuant to this Agreement or which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries in connection with such Lender’s or Agent’s credit evaluation of Borrower and Borrower’s Subsidiaries prior to entering into this Agreement. Any Participant or prospective LOC Participant shall be subject pay to the confidentiality provisions Issuing Lender its Commitment Percentage of this Agreement. (c) Each such unreimbursed drawing in same day funds on the day of notification by the Issuing Lender shall with respect to its Participants, if any, retain the sole right to approve, without the consent of any Participant, any amendment, modification or waiver of any provision of the Loan Documents other than any amendment, modification or waiver with respect to any Loan or Commitment in which such Participant has an interest which forgives principal, interest or fees (other than Agent’s fees) or reduces the interest rate or fees (other than Agent’s fees) payable with respect to any such Loan or Commitment, postpones any date fixed for any regularly scheduled payment of principal of, or interest or fees (other than Agent’s fees) on, any such Loan or Commitment or releases any Guarantor. (d) Borrower agrees that each Participant shall be deemed to have the rights of set-off provided in subsection 11.8 hereof in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, provided that each Lender shall retain the right of set-off provided in subsection 11.8 hereof with respect to the amount of participating interests sold to each Participant. Lenders agree to share with each Participant, and each Participant, by exercising the right of set-off provided in subsection 11.8 hereof, agrees to share with each Lender, any amount received unreimbursed drawing pursuant to the exercise provisions of its right of set-off, such amounts to be shared in accordance with subsection 11.8 hereof as if each Participant were a Lender. (e) Except for the sale of participating interests as described in this subsection 11.4 and the assignments as described in subsection 11.7 hereof, no Lender may sell or assign its rights and interests under this Agreement without the written consent . The obligation of each LOC Participant to so reimburse the Issuing Lender shall be absolute and Borrower, provided that after unconditional and shall not be affected by the occurrence of a Default or Default, an Event of Default that has not been waived by all Lenders, Borrower’s consent to or any other occurrence or event. Any such sale or assignment reimbursement shall not be requiredrelieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of Credit, together with interest and fees as hereinafter provided.

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 Lender may, in the ordinary course of its commercial banking business Loans made and in accordance with applicable law, Reimbursement Obligations and/or Commitments held by such Lender at any time sell and from time to time to one or more Lenders or other financial institutions (“Participants”) participating interests in Persons; provided that no such participation shall relieve any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in the immediately following sentence, Borrower, the other Lendersthis Section, and the Administrative Agent shall continue have no obligation or responsibility to deal solely and directly with such Lender in connection with participant. Any agreement pursuant to which such Lender’s rights and obligations under this Agreement. However, any Participant participation is granted shall provide that is an affiliate of any the granting Lender shall have the right to deal directly with any other Lender and Borrower with respect to any matter that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C. (b) Borrower authorizes each Lender and Agent to disclose to any Participant and any prospective Participant any and all financial information in such Lender’s or Agent’s possession concerning Borrower and any of Borrower’s Subsidiaries which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries pursuant to this Agreement or which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries in connection with such Lender’s or Agent’s credit evaluation of Borrower and Borrower’s Subsidiaries prior to entering into this Agreement. Any Participant or prospective Participant shall be subject to the confidentiality provisions of this Agreement. (c) Each Lender shall with respect to its Participants, if any, retain the sole right and responsibility to approveenforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the consent of any Participant, right to approve any amendment, modification or waiver of any provision of the Loan Documents other than Documents, except that such agreement may provide that such Lender will not agree to any amendmentmodification, modification amendment or waiver with respect to of the Loan Documents that would reduce the amount of or postpone any Loan or Commitment fixed date for payment of any Obligation in which such Participant participant has an interest interest. Any party to which forgives principal, interest or fees (other than Agent’s fees) or reduces such a participation has been granted shall have the interest rate or fees (other than Agent’s fees) payable with respect benefits of Section 1.12 and Section 10.3 hereof. The Borrower authorizes each Lender to disclose to any participant or prospective participant under this Section any financial or other information pertaining to the Borrower or any Subsidiary thereof, provided that such Loan participant or Commitment, postpones prospective participant shall have agreed in writing prior to its receipt of such information to maintain all such information confidential and not to disclose such information to any date fixed for any regularly scheduled payment of principal of, or interest or fees (other than Agent’s fees) on, Person except any such Loan information (a) that has become generally available to the public. (b) if required or Commitment appropriate in any report, statement or releases testimony submitted to any Guarantor. regulatory body having or claiming to have jurisdiction over such Lender, (c) if required or appropriate in response to any summons or subpoena or in connection with any litigation or (d) Borrower agrees that each Participant shall be deemed in order to have the rights of set-off provided in subsection 11.8 hereof in respect of its participating interest in amounts owing under the Loan Documents comply with any law, order, regulation or ruling applicable to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, provided that each Lender shall retain the right of set-off provided in subsection 11.8 hereof with respect to the amount of participating interests sold to each Participant. Lenders agree to share with each Participant, and each Participant, by exercising the right of set-off provided in subsection 11.8 hereof, agrees to share with each Lender, any amount received pursuant to the exercise of its right of set-off, such amounts to be shared in accordance with subsection 11.8 hereof as if each Participant were a Lender. (e) Except for the sale of participating interests as described in this subsection 11.4 and the assignments as described in subsection 11.7 hereof, no Lender may sell or assign its rights and interests under this Agreement without the written consent of each Lender and Borrower, provided that after the occurrence of a Default or an Event of Default that has not been waived by all Lenders, Borrower’s consent to such sale or assignment shall not be required.

Participants. (a) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more Lenders or other financial institutions (“"Participants”") participating interests in any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such salesale together with payment of a $3,500 processing and recording fee; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s 's consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s 's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, the other Lenders, and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement. However, any Participant that is an affiliate of any Lender shall have the right to deal directly with any other Lender and Borrower with respect to any matter that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ ' affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C. (b) Borrower authorizes each Lender and Agent to disclose to any Participant and any prospective Participant any and all financial information in such Lender’s 's or Agent’s 's possession concerning Borrower and any of Borrower’s 's Subsidiaries which has been delivered to such Lender or Agent by Borrower or Borrower’s 's Subsidiaries pursuant to this Agreement or which has been delivered to such Lender or Agent by Borrower or Borrower’s 's Subsidiaries in connection with such Lender’s 's or Agent’s 's credit evaluation of Borrower and Borrower’s 's Subsidiaries prior to entering into this Agreement. Any Participant or prospective Participant shall be subject to the confidentiality provisions of this Agreement. (c) Each Lender shall with respect to its Participants, if any, retain the sole right to approve, without the consent of any Participant, any amendment, modification or waiver of any provision of the Loan Documents other than any amendment, modification or waiver with respect to any Loan or Commitment in which such Participant has an interest which forgives principal, interest or fees (other than Agent’s 's fees) or reduces the interest rate or fees (other than Agent’s 's fees) payable with respect to any such Loan or Commitment, postpones any date fixed for any regularly scheduled payment of principal of, or interest or fees (other than Agent’s 's fees) on, any such Loan or Commitment or releases any Guarantor. No Participant shall be a "Lender" for purposes of this Agreement. (d) Borrower agrees that each Participant shall be deemed to have the rights of set-off provided in subsection 11.8 hereof in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, provided that each Lender shall retain the right of set-off provided in subsection 11.8 hereof with respect to the amount of participating interests sold to each Participant. Lenders agree to share with each Participant, and each Participant, by exercising the right of set-off provided in subsection 11.8 hereof, agrees to share with each Lender, any amount received pursuant to the exercise of its right of set-off, such amounts to be shared in accordance with subsection 11.8 hereof as if each Participant were a Lender. (e) Except for the sale of participating interests as described in this subsection 11.4 and the assignments as described in subsection 11.7 hereof, no Lender may sell or assign its rights and interests under this Agreement without the written consent of each Lender and Borrower, provided that after the occurrence of a Default or an Event of Default that has not been waived by all Lenders, Borrower’s consent to such sale or assignment shall not be required.in

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 Lender may, in the ordinary course of its commercial banking business Loans made and in accordance with applicable law, Reimbursement Obligations and/or Commitments held by such Lender at any time sell and from time to time to one or more Lenders or other financial institutions Persons (“Participants”) participating interests in any Revolving Credit Loan owing to such Lenderother than a natural Person, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, the Borrower or any other interest Guarantor or any Affiliate or Subsidiary of the Borrower or any Guarantor); provided that no such participation shall relieve any Lender hereunder; provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s its obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in the immediately following sentence, Borrower, the other Lendersthis Section, and the Administrative Agent shall continue have no obligation or responsibility to deal solely and directly with such Lender in connection with participant. Any agreement pursuant to which such Lender’s rights and obligations under this Agreement. However, any Participant participation is granted shall provide that is an affiliate of any the granting Lender shall have the right to deal directly with any other Lender and Borrower with respect to any matter that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C. (b) Borrower authorizes each Lender and Agent to disclose to any Participant and any prospective Participant any and all financial information in such Lender’s or Agent’s possession concerning Borrower and any of Borrower’s Subsidiaries which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries pursuant to this Agreement or which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries in connection with such Lender’s or Agent’s credit evaluation of Borrower and Borrower’s Subsidiaries prior to entering into this Agreement. Any Participant or prospective Participant shall be subject to the confidentiality provisions of this Agreement. (c) Each Lender shall with respect to its Participants, if any, retain the sole right and responsibility to approveenforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the consent of any Participant, right to approve any amendment, modification or waiver of any provision of the Loan Documents other than Documents, except that such agreement may provide that such Lender will not agree to any amendmentmodification, modification amendment or waiver with respect to of the Loan Documents that would reduce the amount of or postpone any Loan or Commitment fixed date for payment of any Obligation in which such Participant participant has an interest interest. Any party to which forgives principal, interest or fees (other than Agent’s fees) or reduces the interest rate or fees (other than Agent’s fees) payable with respect to any such Loan or Commitment, postpones any date fixed for any regularly scheduled payment of principal of, or interest or fees (other than Agent’s fees) on, any such Loan or Commitment or releases any Guarantor. (d) Borrower agrees that each Participant a participation has been granted shall be deemed to have the rights benefits of setSection 1.9 and Section 10.2 hereof; provided that such participant agrees to be subject to Section 13.1 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-off provided in subsection 11.8 hereof in respect fiduciary agent of its participating the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in amounts owing the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the same extent as if 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 amount of its participating interest were owing directly to it as a Lender under United States Treasury Regulations. The entries in the Loan DocumentsParticipant Register shall be conclusive absent manifest error, provided that each and such Lender shall retain treat each Person whose name is recorded in the right Participant Register as the owner of set-off provided in subsection 11.8 hereof with respect such participation for all purposes of this Agreement notwithstanding any notice to the amount contrary. For the avoidance of participating interests sold to each Participant. Lenders agree to share with each Participantdoubt, and each Participant, by exercising the right of set-off provided Administrative Agent (in subsection 11.8 hereof, agrees to share with each Lender, any amount received pursuant to the exercise of its right of set-off, such amounts to be shared in accordance with subsection 11.8 hereof capacity as if each Administrative Agent) shall have no responsibility for maintaining a Participant were a LenderRegister. (e) Except for the sale of participating interests as described in this subsection 11.4 and the assignments as described in subsection 11.7 hereof, no Lender may sell or assign its rights and interests under this Agreement without the written consent of each Lender and Borrower, provided that after the occurrence of a Default or an Event of Default that has not been waived by all Lenders, Borrower’s consent to such sale or assignment shall not be required.

Participants. Each Bank shall have the right at its own cost to grant participations (ato be evidenced by one or more agreements or certificates of participation) Any Lender may, in the ordinary course of its commercial banking business Loans made, and/or Revolving Credit Commitment and participations in accordance with applicable lawL/Cs, Bond L/Cs, Bond Reimbursement Obligations and Reimbursement Obligations held, by such Bank at any time sell and from time to time, and to assign its rights under such Loans, participations in L/Cs, Bond L/Cs, Bond Reimbursement Obligations and Reimbursement Obligations or the Notes evidencing such Loans to one or more Lenders or other financial institutions (“Participants”) participating interests in Persons; provided that no such participation shall relieve any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder; provided, however, that upon the sale Bank of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by its obligations under this Agreement, and no any agreement pursuant to which such participation agreement or assignment of a Note or the rights thereunder is granted shall provide any Participant with such rights. In that the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such granting Lender shall remain solely responsible for the performance thereof, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, the other Lenders, and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. However, any Participant that is an affiliate of any Lender shall have the right to deal directly with any other Lender and Borrower with respect to any matter that is the subject of this Agreement, and Lenders and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender needs to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or participation in any Facility L/C. (b) Borrower authorizes each Lender and Agent to disclose to any Participant and any prospective Participant any and all financial information in such Lender’s or Agent’s possession concerning Borrower and any of Borrower’s Subsidiaries which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries pursuant to this Agreement or which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries in connection with such Lender’s or Agent’s credit evaluation of Borrower and Borrower’s Subsidiaries prior to entering into this Agreement. Any Participant or prospective Participant shall be subject to the confidentiality provisions of this Agreement. (c) Each Lender shall with respect to its Participants, if any, retain the sole right and responsibility to approveenforce the obligations of the Company under the Loan Documents, including, without limitation, the consent of any Participant, right to approve any amendment, modification or waiver of any provision thereof, except that such agreement may provide that such Bank will not agree without the consent of the Loan Documents other than such participant or assignee to any amendmentmodification, modification amendment or waiver with respect of this Agreement that would (A) increase any Revolving Credit Commitment of such Lender, or (B) reduce the amount of or postpone the date for payment of any principal of or interest on any Loan, Bond Reimbursement Obligation or Reimbursement Obligation or of any fee payable hereunder in which such participant or assignee has an interest or (C) reduce the interest rate applicable to any Loan or Commitment other amount payable in which such Participant participant or assignee has an interest which forgives principal, interest or fees (other than Agent’s feesD) release any collateral security for or reduces the interest rate or fees (other than Agent’s fees) payable with respect to any such Loan or Commitment, postpones any date fixed guarantor for any regularly scheduled payment of principal ofthe Company's indebtedness, or interest or fees (other than Agent’s fees) on, any such Loan or Commitment or releases any Guarantor. (d) Borrower agrees that each Participant shall be deemed to have the rights of set-off provided in subsection 11.8 hereof in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender obligations and liabilities under the Loan Documents, and provided further that each Lender no such assignee or participant shall retain the right of set-off have any rights under this Agreement except as provided in subsection 11.8 this Section 11.15, and the Agent shall have no obligation or responsibility to such participant or assignee, except that nothing herein provided is intended to affect the rights of an assignee of a Note to enforce the Note assigned. Any party to which such a participation or assignment has been granted shall have the benefits of Section 1.10, Section 9.3 and Section 9.4 hereof but shall not be entitled to receive any greater payment under any such Section than the Bank granting such participation or assignment would have been entitled to receive with respect to the amount of participating interests sold to each Participant. Lenders agree to share with each Participant, and each Participant, by exercising the right of set-off provided in subsection 11.8 hereof, agrees to share with each Lender, any amount received pursuant to the exercise of its right of set-off, such amounts to be shared in accordance with subsection 11.8 hereof as if each Participant were a Lenderrights transferred. (e) Except for the sale of participating interests as described in this subsection 11.4 and the assignments as described in subsection 11.7 hereof, no Lender may sell or assign its rights and interests under this Agreement without the written consent of each Lender and Borrower, provided that after the occurrence of a Default or an Event of Default that has not been waived by all Lenders, Borrower’s consent to such sale or assignment shall not be required.

Participants. (a) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, may at any time time, without the consent of, or notice to, Borrower or the Administrative Agent, sell participations to one any Person (other than a Defaulting Lender, a natural Person, or more Lenders a holding company, investment vehicle or other financial institutions trust for, or owned and operated for the primary benefit of, a natural Person, or Borrower or any of Borrower’s Affiliates or Subsidiaries) (each, a “ParticipantsParticipant”) participating interests in any Revolving Credit Loan owing to such Lender, any Note held by such Lender, any interest (including any Reimbursement Obligation) in any Facility L/C with respect to such Lender, any Commitment all or a portion of such Lender, ’s rights and/or obligations under this Agreement (including all or any other interest a portion of such Lender hereunderits Commitment and/or the Revolving Loans owing to it); provided, however, that upon the sale of any participating interest the selling Lender shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (ci) below) no Participant’s consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance thereofof such obligations, and such Lender shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, (iii) Borrower, the other LendersAdministrative Agent, the L/C Issuer and Agent Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. HoweverFor the avoidance of doubt, any Participant that is an affiliate of any each Lender shall have be responsible for the right to deal directly with any other Lender and Borrower indemnity under Section 9.6 with respect to any matter that is the subject of this Agreement, and Lenders and Borrower agree payments made by such Lender to deal directly with such affiliate its Participant(s); provided, however, that each Lender needs . Any agreement or instrument pursuant to deal only with other Lenders (and not such other Lenders’ affiliate Participant(s)), in those matters in which the consent of any one or more Lenders is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any Lender, and such rights do not apply to any Participants that are not affiliates of any Lender. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender under this Agreement, any Note or any Facility L/C or sells such a participation in any Facility L/C. (b) Borrower authorizes each Lender and Agent to disclose to any Participant and any prospective Participant any and all financial information in such Lender’s or Agent’s possession concerning Borrower and any of Borrower’s Subsidiaries which has been delivered to shall provide that such Lender or Agent by Borrower or Borrower’s Subsidiaries pursuant to this Agreement or which has been delivered to such Lender or Agent by Borrower or Borrower’s Subsidiaries in connection with such Lender’s or Agent’s credit evaluation of Borrower and Borrower’s Subsidiaries prior to entering into this Agreement. Any Participant or prospective Participant shall be subject to the confidentiality provisions of this Agreement. (c) Each Lender shall with respect to its Participants, if any, retain the sole right to approve, without the consent of any Participant, enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the Loan Documents other than consent of the Participant, agree to any amendment, modification or waiver with respect to any Loan or Commitment described in which the proviso of Section 11.11 that affects such Participant has an interest which forgives principal, interest or fees (other than Agent’s fees) or reduces the interest rate or fees (other than Agent’s fees) payable with respect to any such Loan or Commitment, postpones any date fixed for any regularly scheduled payment of principal of, or interest or fees (other than Agent’s fees) on, any such Loan or Commitment or releases any Guarantor. (d) Participant. Borrower agrees that each Participant shall be deemed entitled to have the rights benefits of set-off Sections 3.1 through 3.4 and 3.6 (subject to the requirements and limitations therein) to the same extent 739016937 20664705 as if it were a Lender and had acquired its interest by assignment pursuant Section 11.10; provided in subsection 11.8 hereof in that such Participant (A) agrees to be subject to the provisions of Section 2.14 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.6, with respect of to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at Borrower’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.14 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.14 as though it were a Lender; provided that such Participant agrees to be subject to Section 11.5 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in amounts owing the Revolving Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, Revolving Loans, letters of credit or its other obligations under any Loan Document) to any Person except to the same extent as if that such disclosure is necessary to establish that such commitment, Revolving Loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the amount of its participating interest were owing directly to it as a Lender under United States Treasury Regulations. The entries in the Loan DocumentsParticipant Register shall be conclusive absent manifest error, provided that each and such Lender shall retain treat each Person whose name is recorded in the right Participant Register as the owner of set-off provided in subsection 11.8 hereof with respect such participation for all purposes of this Agreement notwithstanding any notice to the amount contrary. For the avoidance of participating interests sold to each Participant. Lenders agree to share with each Participantdoubt, and each Participant, by exercising the right of set-off provided Administrative Agent (in subsection 11.8 hereof, agrees to share with each Lender, any amount received pursuant to the exercise of its right of set-off, such amounts to be shared in accordance with subsection 11.8 hereof capacity as if each Administrative Agent) shall have no responsibility for maintaining a Participant were a LenderRegister. (e) Except for the sale of participating interests as described in this subsection 11.4 and the assignments as described in subsection 11.7 hereof, no Lender may sell or assign its rights and interests under this Agreement without the written consent of each Lender and Borrower, provided that after the occurrence of a Default or an Event of Default that has not been waived by all Lenders, Borrower’s consent to such sale or assignment shall not be required.

Participants. (a) Any Lender Bank may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more Lenders banks or other financial institutions (“Participants”"PARTICIPANTS") participating interests in any Revolving Credit Loan owing to such LenderBank, any Note held by such LenderBank, any interest (including any Reimbursement Obligation) in any Facility Standby L/C with respect to such LenderBank, any Revolving Credit Loan Commitment of such LenderBank, or any other interest of such Lender Bank hereunder; provided, however, that upon the sale of any participating interest the selling Lender Bank shall provide promptly to Borrower and Agent notice of such sale; and provided further, however, that (except as otherwise provided in subsection (c) below) no Participant’s 's consent shall be required to approve any amendments, waivers or other modifications of this Agreement or of any document contemplated by this Agreement, and no participation agreement shall provide any Participant with such rights. In the event of any such sale by a Lender Bank of participating interests to a Participant, such Lender’s Bank's -76- 82 obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender Bank shall remain solely responsible for the performance thereof, and such Lender Bank shall remain the holder of any such Note for all purposes under this Agreement, and, except as provided in the immediately following sentence, Borrower, the other LendersBanks, and Agent shall continue to deal solely and directly with such Lender Bank in connection with such Lender’s Bank's rights and obligations under this Agreement. However, any Participant that is an affiliate of any Lender Bank shall have the right to deal directly with any other Lender Bank and Borrower with respect to any matter that is the subject of this Agreement, and Lenders Banks and Borrower agree to deal directly with such affiliate Participant(s); provided, however, that each Lender Bank needs to deal only with other Lenders Banks (and not such other Lenders’ Banks' affiliate Participant(s)), in those matters in which the consent of any one or more Lenders Banks is required. The rights set forth in the immediately preceding sentence shall apply only to Participants that are affiliates of any LenderBank, and such rights do not apply to any Participants that are not affiliates of any LenderBank. Borrower agrees that if amounts outstanding under this Agreement or the Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of a Default or an Event of Default, each Participant shall be deemed to have the right of set-off provided to Lenders Banks in this Agreement in respect of its participating interest in amounts owing under this Agreement or any Note or Reimbursement Obligation to the same extent as if the amount of its participating interests were owing directly to it as a Lender Bank under this Agreement, any Note or any Facility Standby L/C or participation in any Facility Standby L/C. (b) Borrower authorizes each Lender Bank and Agent to disclose to any Participant and any prospective Participant any and all financial information in such Lender’s Bank's or Agent’s 's possession concerning Borrower and any of Borrower’s 's Subsidiaries which has been delivered to such Lender Bank or Agent by Borrower or Borrower’s 's Subsidiaries pursuant to this Agreement or which has been delivered to such Lender Bank or Agent by Borrower or Borrower’s 's Subsidiaries in connection with such Lender’s Bank's or Agent’s 's credit evaluation of Borrower and Borrower’s 's Subsidiaries prior to entering into this Agreement. Any Participant or prospective Participant shall be subject to the confidentiality provisions of this Agreement. (c) Each Lender shall with respect to its Participants, if any, retain the sole right to approve, without the consent of any Participant, any amendment, modification or waiver of any provision of the Loan Documents other than any amendment, modification or waiver with respect to any Loan or Commitment in which such Participant has an interest which forgives principal, interest or fees (other than Agent’s fees) or reduces the interest rate or fees (other than Agent’s fees) payable with respect to any such Loan or Commitment, postpones any date fixed for any regularly scheduled payment of principal of, or interest or fees (other than Agent’s fees) on, any such Loan or Commitment or releases any Guarantor. (d) Borrower agrees that each Participant shall be deemed to have the rights of set-off provided in subsection 11.8 hereof in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, provided that each Lender shall retain the right of set-off provided in subsection 11.8 hereof with respect to the amount of participating interests sold to each Participant. Lenders agree to share with each Participant, and each Participant, by exercising the right of set-off provided in subsection 11.8 hereof, agrees to share with each Lender, any amount received pursuant to the exercise of its right of set-off, such amounts to be shared in accordance with subsection 11.8 hereof as if each Participant were a Lender. (e) Except for the sale of participating interests as described in this subsection 11.4 and the assignments as described in subsection 11.7 hereof, no Lender Bank may sell or assign its rights and interests under this Agreement without the written consent of each Lender Bank and Borrower, provided that after the occurrence of a Default or an Event of Default that has not been waived by all LendersBanks, Borrower’s 's consent to such sale or assignment shall not be required.