Common use of Permitted Participants; Effect Clause in Contracts

Permitted Participants; Effect. Any Lender may, without the consent of the Borrower, the Administrative Agent, the Issuing Banks or the Swing Line Bank, sell participations to one or more banks or other entities (other than Disqualified Lenders) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.01, 4.02, 4.03, 4.04 and 4.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 as though it were a Lender, provided such Participant agrees to be subject to Section 12.02 as though it were a Lender.

Permitted Participants; Effect. Any Subject to Section 12.3.3, any Lender may, without may sell to a financial institution ("Participant") a participating interest in the rights and obligations of such Lender under any Loan Documents; provided that each Lender shall provide Borrowers with prior written notice of any participation and if the proposed Participant is a vulture fund or distressed debt purchaser the consent of Borrowers shall be required for such sale (which consent shall be deemed given if no objection is made by Borrowers within ten Business Days after receipt of notice of the Borrowerproposed participation) unless an Event of Default has occurred and is continuing in which case the Borrowers' consent shall not be required. Despite any sale by a Lender of participating interests to a Participant, the Administrative Agent, the Issuing Banks or the Swing Line Bank, sell participations to one or more banks or other entities (other than Disqualified Lenders) (a “Participant”) in all or a portion of such Lender’s rights and 's obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement Loan Documents shall remain unchanged, (ii) such Lender it shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, it shall remain the holder of its Loans and (iii) the BorrowerCommitments for all purposes, the Administrative Agentall amounts payable by Borrowers shall be determined as if it had not sold such participating interests, the Issuing Banks and the other Lenders Borrowers and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Each Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver be solely responsible for notifying its Participants of any provision of this Agreement; provided that such agreement matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or instrument may provide that such Lender will not, without the consent of the Participant, agree liability to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees The Borrowers agree that each Participant shall be entitled to the benefits of Sections 4.013.7, 4.023.9, 4.035.8 and 5.9 (subject to the requirements and limitations therein, 4.04 and 4.05 including the requirements under Section 5.9, it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 as though it were a Lender, 12.3; provided that such Participant (A) agrees to be subject to Section 12.02 the provisions of Sections 3.8 and 12.4 as though if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a Lendergreater payment results from a Change in Law that occurs after the Participant acquired the applicable participation.

Permitted Participants; Effect. Any Lender may, without in the consent ordinary course of the Borrowerits business and in accordance with Applicable Law, the Administrative Agent, the Issuing Banks or the Swing Line Bank, at any time sell participations to one or more banks or other entities a Person (other than Disqualified Lenders) (a “Participant”) a participating interest in all or a portion of such Lender’s the rights and obligations of such Lender under this Agreement (including all or any Loan Documents. Despite any sale by a portion Lender of its Commitments and the Loans owing participating interests to it); provided that (i) a Participant, such Lender’s obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, such Lender shall remain the holder of its Loans for all purposes, all amounts payable by Borrowers shall be determined as if such Lender had not sold such participating interests, and (iii) the Borrower, the Administrative Agent, the Issuing Banks Borrowers and the other Lenders Collateral Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Each Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver be solely responsible for notifying its Participants of any provision of this Agreement; provided that such agreement matters under the Loan Documents, and Collateral Agent and the other Lenders shall not have any obligation or instrument may provide that such Lender will not, without the consent of the Participant, agree liability to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees that each A Participant shall be entitled to the benefits of Sections 4.01, 4.02, 4.03, 4.04 and 4.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also shall not be entitled to the benefits of Section 12.01 5.7 unless Borrowers agree otherwise in writing and unless such Participant shall have agreed to be treated as though it were a Lender for purposes of, and subject to, Sections 5.6 and 5.7 and the definition of “Excluded Taxes”. In the event that a Lender sells participations in a Loan, such Lender, provided such Participant agrees as a non-fiduciary agent on behalf of Borrowers, shall maintain (or cause to be maintained) a register on which it enters the name of all participants in the Loan held by it (and the principal amount (and stated interest thereon) of the portion of the Loan that is subject to such participations) (the “Participant Register”). No Lender shall have any obligation to disclose all or any portion of the Participant Register to any Borrower or any other Person (including the existence or identity of any participant or any information relating to a participant’s interest in the Loans or other obligations under this Agreement) except to the extent that such disclosure is necessary to establish that such Loans or other obligations are in registered form under Treas. Reg. Section 12.02 as though it were a Lender5f.103-1(c). A Loan (and the Note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each note shall expressly so provide). Any participation of such Loan (and the note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register.

Permitted Participants; Effect. Any Subject to the terms set forth in this Section 14.2, any Lender may, without in the consent ordinary course of the Borrowerits business and in accordance with applicable law, the Administrative Agent, the Issuing Banks or the Swing Line Bank, at any time sell participations to one or more banks or other entities (other than Disqualified Lenders"Participants") (a “Participant”) participating interests in all or a portion any Loan owing to such Lender, the Commitment of such Lender’s rights , any L/C Interest of such Lender or any other interest of such Lender under the Loan Documents on a pro rata or non-pro rata basis. Notice of such participation to the Company and the Administrative Agent shall be required prior to any participation becoming effective with respect to a Participant which is not a Lender, Designated Lender or an Affiliate thereof. Upon receiving said notice, the Administrative Agent shall record the participation in the Register it maintains. Moreover, notwithstanding such recordation, such participation shall not be considered an assignment under Section 14.3 of this Agreement and such Participant shall not be considered a Lender. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, such Lender shall remain the owner of all Loans made by it for all purposes under the Loan Documents, all amounts payable by the applicable Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and (iii) the Borrower, applicable Borrower and the Administrative Agent, the Issuing Banks and the other Lenders Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendmentLoan Documents except that, modification or waiver for purposes of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this SectionArticle IV hereof, the Borrower agrees that each Participant Participants shall be entitled to the benefits of Sections 4.01, 4.02, 4.03, 4.04 and 4.05 to the same extent rights as if it they were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 as though it were a Lender, provided such Participant agrees to be subject to Section 12.02 as though it were a LenderLenders.

Permitted Participants; Effect. Any Lender maymay at any time, without the consent of of, or notice to, the Borrower, the Administrative Agent, the Issuing Banks or the Swing Line BankLender or any LC Issuer, sell participations to one or more banks or other entities any Person (other than Disqualified Lendersa natural Person, the Borrower or any of the Borrower’s Affiliates or Subsidiaries or, unless a Default has occurred and is continuing, (x) any competitor of the Borrower or any of its Subsidiaries or (y) any other company engaged in the business of selling or distributing energy products) (each, a “Participant”) in all or a portion of such Lender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitments and Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement and the other Loan Documents, if any, shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, (iii) such Lender shall remain the owner of its Outstanding Credit Exposure and the holder of any Note issued to it in evidence thereof for all purposes under the Loan Documents and all amounts payable by the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interest and (iiiiv) the Borrower, the Administrative Agent, the Issuing Banks LC Issuers and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.10 with respect to which a Lender sells such a participation shall provide that any payments made by such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.01, 4.02, 4.03, 4.04 and 4.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 as though it were a Lender, provided such Participant agrees to be subject to Section 12.02 as though it were a LenderParticipant(s).

Permitted Participants; Effect. Any Lender may, without the consent of the Borrower, the Administrative Agent, the Issuing Banks or the Swing Line Bank, may at any time sell participations to one or more banks or other entities (other than Disqualified Lenders) (a “ParticipantParticipants”) participating interests in all or a portion any Outstanding Credit Exposure owing to such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under the Loan Documents. So long as no Event of Default has occurred and is continuing, the prior written consent of the Company (such consent not to be unreasonably withheld or delayed) shall be required for any transfer by Participation unless (i) the relationship between the Lender and the Participant is that of a debtor and creditor (including in the bankruptcy or similar event of the Lender), (ii) the Participant will have no proprietary interest in the benefit of this Agreement or in any monies received by the Lender under or in relation to this Agreement, and (iii) the Participant will under no circumstances (y) be subrogated to, or substituted in respect of, the Lender’s rights and obligations claims under this Agreement and (including all z) have otherwise any contractual relationship with, or a portion of its Commitments and the Loans owing rights against, any Borrower under or in relation to it)this Agreement; provided that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (i5) Business Days after having received notice thereof. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, such Lender shall remain the owner of its Outstanding Credit Exposure and (iii) the Borrowerholder of any Note issued to it in evidence thereof for all purposes under the Loan Documents, all amounts payable by the Borrowers under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrowers and the Administrative Agent, the Issuing Banks and the other Lenders Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a purported participation made without complying with the terms of this Section 12.2.1 shall provide that such Lender shall retain the sole right to enforce be of no effect under this Agreement and to approve such purported participant shall not have any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) rights of this Section, the Borrower agrees that each a Participant hereunder and shall be entitled deemed to be only a creditor to the benefits of Sections 4.01, 4.02, 4.03, 4.04 and 4.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 as though it were a Lender, provided effecting such Participant agrees to be subject to Section 12.02 as though it were a Lenderpurported participation.

Permitted Participants; Effect. Any Subject to the terms and conditions of any Acknowledgment Agreement, the Lender may, without in the consent ordinary course of the Borrowerits business and in accordance with applicable law, the Administrative Agent, the Issuing Banks or the Swing Line Bank, at any time (and from time to time) sell participations to one or more banks or other entities (other than Disqualified Lenders) (each a “Participant”) participating interests in all any Loan owing to the Lender, any Note held by the Lender, any Available Facility Amount of the Lender, or a portion any other interest of such Lender’s rights and obligations the Lender under this Agreement (including all or the other Facility Documents. In the event of any such sale by the Lender of a portion of its Commitments and the Loans owing participating interest to it); provided that a Participant, (i) such the Lender’s obligations hereunder and under this Agreement the other Facility Documents shall remain unchanged, ; (ii) such the Lender shall remain solely responsible to the other parties hereto Borrower for the performance of such obligations obligations; and (iii) the BorrowerLender shall remain the owner of its Loans and the holder of any Note issued to it in evidence thereof for the purposes under the Facility Documents; provided, that if the Participant is a Foreign Purchaser, the Administrative AgentParticipant shall provide the Lender with the information necessary to permit the Lender to comply, the Issuing Banks and the other Lenders Lender shall comply, with Section 3.02(d) as if the Lender were a Foreign Purchaser. All amounts payable by the Borrower under this Agreement shall be determined as if the Lender had not sold such participating interests. The Borrower and the Lender shall continue to deal solely and directly with such Lender each other in connection with such the Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.01, 4.02, 4.03, 4.04 and 4.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 as though it were a Lender, provided such Participant agrees to be subject to Section 12.02 as though it were a LenderFacility Documents.

Permitted Participants; Effect. Any Lender may, without in the consent ordinary course of the Borrowerits business and in accordance with Applicable Law, the Administrative Agent, the Issuing Banks or the Swing Line Bank, at any time sell participations to one or more banks or other entities a financial institution (other than Disqualified Lenders) (a “Participant”) a participating interest in all or a portion of such Lender’s the rights and obligations of such Lender under this Agreement (including all or any Loan Documents. Despite any sale by a portion Lender of its Commitments and the Loans owing participating interests to it); provided that (i) a Participant, such Lender’s obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, such Lender shall remain the holder of its Loans and (iii) the BorrowerRevolver Commitment for all purposes, the Administrative Agentall amounts payable by Borrowers shall be determined as if such Lender had not sold such participating interests, the Issuing Banks and the other Lenders Borrowers and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Each Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver be solely responsible for notifying its Participants of any provision of this Agreement; provided that such agreement matters under the Loan Documents, and Agent and the other Lenders or instrument may provide that such Lender will not, without the consent of the Participant, agree Obligors shall not have any obligation or liability to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees that each Each Participant shall be entitled to the benefits of Sections 4.013.7, 4.02, 4.03, 4.04 3.9 and 4.05 5.9 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To 14.3 (it being understood that the extent permitted by law, each Participant also documentation required under Section 5.10 shall be entitled delivered to the benefits of Section 12.01 as though it were a Lender, Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Section 12.02 3.8 as though if it were a Lenderan assignee under Section 14.3 and (B) shall not be entitled to receive any greater payment under Sections 3.7 or 5.10, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive.

Permitted Participants; Effect. Any Lender may, without in the consent ordinary course of the Borrowerits business and in accordance with Applicable Law, the Administrative Agent, the Issuing Banks or the Swing Line Bank, at any time sell participations to one or more banks or other entities (a financial institution other than Disqualified Lenders) a Defaulting Lender (a “Participant”) a participating interest in all or a portion of such Lender’s the rights and obligations of such Lender under this Agreement (including all or any Loan Documents. Despite any sale by a portion Lender of its Commitments and the Loans owing participating interests to it); provided that (i) a Participant, such Lender’s obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, such Lender shall remain the holder of its Loans and (iii) the BorrowerCommitments for all purposes, the Administrative Agentall amounts payable by Borrowers shall be determined as if such Lender had not sold such participating interests, the Issuing Banks and the other Lenders Borrowers and each Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Each Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver be solely responsible for notifying its Participants of any provision of this Agreement; provided that such agreement matters under the Loan Documents, and each Agent and the other Lenders shall not have any obligation or instrument may provide that such Lender will not, without the consent of the Participant, agree liability to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Sectionthe following sentence, the each Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.01Section 2.06(j), 4.02Section 2.12, 4.03Section 2.13, 4.04 Section 2.15, Section 2.16, Section 2.21, and 4.05 Section 7.10 (subject to the requirements of those Sections) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (c) of this Section 13.03. To (and such Participant shall be deemed to be a Lender for purposes of the extent permitted by law, each definition of Excluded Taxes); provided that a Participant also shall not be entitled to such benefits unless (A) such Participant and its respective participation are recorded in the benefits of Register in accordance with Section 12.01 11.04(d) as though it if such Participant were a Lender and (B) such Participant complies with Section 2.15 as if such Participant were a Lender. A Participant shall not be entitled to receive any greater payment under Section 2.06(j), provided Section 2.12, Section 2.13, Section 2.15, Section 2.16, Section 2.21, and Section 7.10 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant agrees to be subject to Section 12.02 as though it were a Lenderis made with Administrative Borrower’s prior written consent.

Permitted Participants; Effect. Any Lender maymay at any time, without the consent of the Borrowerof, or notice to, the Administrative Agent, the Issuing Banks Borrower or the Swing Line BankAgent, sell participations to one or more banks or other entities any Person (other than Disqualified Lendersa natural Person, the Borrower or any of the Borrower's Affiliates or Subsidiaries or, unless a Default has occurred and is continuing, (x) any competitor of the Borrower or any of its Subsidiaries or (y) any other company engaged in the business of selling or distributing energy products) (each, a “Participant”) in all or a portion of such Lender’s 's rights and and/or obligations under this Agreement (including all or a portion of its Commitments and Commitment and/or the Loans owing to it); provided that (i) such Lender’s 's obligations under this Agreement and the other Loan Documents, if any, shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, (iii) such Lender shall remain the owner of its Outstanding Credit Exposure and the holder of any Note issued to it in evidence thereof for all purposes under the Loan Documents and all amounts payable by the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interest and (iiiiv) the Borrower, the Administrative Agent, the Issuing Banks LC Issuers and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement. Any agreement or instrument pursuant For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.10 with respect to which a Lender sells such a participation shall provide that any payments made by such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.01, 4.02, 4.03, 4.04 and 4.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 as though it were a Lender, provided such Participant agrees to be subject to Section 12.02 as though it were a LenderParticipant(s).

Permitted Participants; Effect. Any Lender maymay at any time, without the consent of the Borrowerof, or notice to, the Administrative Agent, the Issuing Banks Borrower or the Swing Line BankAgent, sell participations to one or more banks or other entities any Person (other than a natural Person, the Borrower or any of the Borrower’s Affiliates or Subsidiaries or, unless an Event of Default has occurred and is continuing, (x) any Person that is not an Approved Financial Institution, or (y) to any Person that was a Disqualified LendersInstitution as of the date on which the Lender granting the participation entered into a binding agreement to grant a participation of all or a portion of its rights and obligations under this Agreement to such Person (unless the Borrower has consented to such participation in writing in its sole and absolute discretion, in which case such Person will not be considered a Disqualified Institution for the purpose of such participation)) (each, a “Participant”) in all or a portion of such Lender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitments and Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement and the other Loan Documents, if any, shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, (iii) such Lender shall remain the owner of its Outstanding Credit Exposure and the holder of any Note issued to it in evidence thereof for all purposes under the Loan Documents and all amounts payable by the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interest and (iiiiv) the Borrower, the Administrative Agent, the Issuing Banks Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.10 with respect to which a Lender sells such a participation shall provide that any payments made by such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.01, 4.02, 4.03, 4.04 and 4.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 as though it were a Lender, provided such Participant agrees to be subject to Section 12.02 as though it were a LenderParticipant(s).

Permitted Participants; Effect. Any Lender maymay at any time, without the consent of the Borrowerof, or notice to, the Administrative Agent, the Issuing Banks Borrower or the Swing Line BankAgent, sell participations to one or more banks or other entities any Person (other than Disqualified Lendersa natural Person, the Borrower or any of the Borrower’s Affiliates or Subsidiaries or, unless a Default has occurred and is continuing, (x) any competitor of the Borrower or any of its Subsidiaries or (y) any other company engaged in the business of selling or distributing energy products) (each, a “Participant”) in all or a portion of such Lender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitments and Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement and the other Loan Documents, if any, shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, (iii) such Lender shall remain the owner of its Outstanding Credit Exposure and the holder of any Note issued to it in evidence thereof for all purposes under the Loan Documents and all amounts payable by the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interest and (iiiiv) the Borrower, the Administrative Agent, the Issuing Banks Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.10 with respect to which a Lender sells such a participation shall provide that any payments made by such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.01, 4.02, 4.03, 4.04 and 4.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 as though it were a Lender, provided such Participant agrees to be subject to Section 12.02 as though it were a LenderParticipant(s).

Permitted Participants; Effect. Any Subject to Section 13.3.3, any Lender may, without the consent of the Borrower, the Administrative Agent, the Issuing Banks or the Swing Line Bank, may sell participations to one or more banks or other entities a financial institution (other than Disqualified Lenders) (a “Participant”) a participating interest in all or a portion of such Lender’s the rights and obligations of such Lender under this Agreement (including all or any Loan Documents. Despite any sale by a portion Lender of its Commitments and the Loans owing participating interests to it); provided that (i) a Participant, such Lender’s obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender it shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, it shall remain the holder of its Loans and (iii) the BorrowerCommitments for all purposes, the Administrative Agentall amounts payable by Borrower shall be determined as if it had not sold such participating interests, the Issuing Banks and the other Lenders Borrower and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Each Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver be solely responsible for notifying its Participants of any provision of this Agreement; provided that such agreement matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or instrument may provide that such Lender will not, without the consent of the Participant, agree liability to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.013.7, 4.023.9 and 5.8 (subject to the requirements and limitations therein, 4.03, 4.04 and 4.05 including the requirements under Section 5.9 (it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each 13.3; provided that such Participant also shall not be entitled to receive any greater payment under Section 3.9 or 5.8, with respect to any participation, than its participating Lender would have been entitled to receive, except to the benefits of Section 12.01 as though it were extent such entitlement to receive a Lender, provided such greater payment results from a Change in Law that occurs after the Participant agrees to be subject to Section 12.02 as though it were a Lenderacquired the applicable participation.

Permitted Participants; Effect. Any Subject to Section 13.3.3, any Lender may, without the consent of the Borrower, the Administrative Agent, the Issuing Banks or the Swing Line Bank, may sell participations to one or more banks or other entities a financial institution (other than Disqualified Lenders) (a “Participant”) a participating interest in all or a portion of such Lender’s the rights and obligations of such Lender under this Agreement (including all or a portion of its Commitments and the Loans owing to it)any Loan Documents; provided that no participation may be sold to a Defaulting Lender or one or more natural persons (i) or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person). Despite any sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender it shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, it shall remain the holder of its Loans and (iii) the BorrowerCommitments for all purposes, the Administrative Agentall amounts payable by Borrowers shall be determined as if it had not sold such participating interests, the Issuing Banks and the other Lenders Borrowers and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Each Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver be solely responsible for notifying its Participants of any provision of this Agreement; provided that such agreement matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or instrument may provide that such Lender will not, without the consent of the Participant, agree liability to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees Borrowers agree that each Participant shall be entitled to the benefits of Sections 4.013.7, 4.023.9 and 5.8 (subject to the requirements and limitations therein, 4.03, 4.04 and 4.05 including the requirements under Section 5.9 (it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.0313.3; provided that such Participant (i) agrees to be subject to the provisions of Section 13.4 as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.3; and (ii) shall not be entitled to receive any greater payment under Section 3.7 or 5.8, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrowers to effectuate the provisions of Section 13.4 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 11.4 as though it were a Lender, ; provided that such Participant agrees to be subject to Section 12.02 Sections 5.5 and 12.5 as though it were a Lender.

Permitted Participants; Effect. Any Lender may, without in the consent ordinary course of the Borrowerits business and in accordance with Applicable Law, the Administrative Agent, the Issuing Banks or the Swing Line Bank, at any time sell participations to one or more banks or other entities financial institutions (other than Disqualified Lenderseach a "Participant") (a “Participant”) participating interest in all or a portion any of the Obligations owing to such Lender, any Commitment of such Lender or any other interest of such Lender under any of the Loan Documents. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s rights and 's obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, such Lender shall remain the holder of its Loans and (iii) Commitments for all purposes under the BorrowerLoan Documents, all amounts payable by the Borrower under this Agreement and any of the Notes shall be determined as if such Lender had not sold such participating interests, and the Borrower and the Administrative Agent, the Issuing Banks and the other Lenders Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreementthe Loan Documents. Any agreement or instrument pursuant to which If a Lender sells such a participation shall provide that to a Person other than an Affiliate of such Lender, then such Lender shall retain the sole right give prompt written notice thereof to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees and the Administrative Agent. A Participant that each Participant would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Sections 4.01, 4.02, 4.03, 4.04 this Agreement unless the Borrower is notified of the participation sold to Participant and 4.05 such Participant agrees in a written instrument reasonably acceptable to the same extent as if it were a Lender and had acquired its interest by assignment pursuant Borrower, for the benefit of Borrower, to comply with Section 13.03. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 4.7 as though it such Participant were a Lender, provided and such Participant agrees to be subject to complies with such Section 12.02 as though it were a Lender4.7.

Permitted Participants; Effect. Any Lender may, without the consent of the Borrower, the Administrative Agent, the Issuing Banks or the Swing Line Bank, sell participations to one or more banks or other entities (other than Disqualified Lenders) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section ‎Section 9.03 that adversely affects such Participant. Subject to paragraph (b‎(b) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.01‎4.01, 4.02‎4.02, 4.03‎4.03, 4.04 ‎4.04 and 4.05 ‎4.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section ‎Section 13.03. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section ‎Section 12.01 as though it were a Lender, provided such Participant agrees to be subject to Section ‎Section 12.02 as though it were a Lender.

Permitted Participants; Effect. Any Subject to Section 13.3.3, any Lender may, without the consent of the Borrower, the Administrative Agent, the Issuing Banks or the Swing Line Bank, may sell participations to one or more banks or other entities a financial institution (other than Disqualified Lenders) (a “Participant”) a participating interest in all or a portion of such Lender’s the rights and obligations of such Lender under this Agreement (including all or any Loan Documents. Despite any sale by a portion Lender of its Commitments and the Loans owing participating interests to it); provided that (i) a Participant, such LenderXxxxxx’s obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender it shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, it shall remain the holder of its Loans and (iii) the Commitments for all purposes, all amounts payable by Borrower shall be determined as if it had not sold such participating interests, and Borrower, the Administrative Agent, the Issuing Banks other Obligors and the other Lenders Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Each Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver be solely responsible for notifying its Participants of any provision of this Agreement; provided that such agreement matters under the Loan Documents, and the Administrative Agent and the other Lenders shall not have any obligation or instrument may provide that such Lender will not, without the consent of the Participant, agree liability to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower Xxxxxxxx agrees that each Participant shall be entitled to the benefits of Sections 4.013.7 and 5.9 (subject to the requirements and limitations of such Sections and Section 5.10; provided, 4.02, 4.03, 4.04 and 4.05 that any documentation required under Section 5.10 shall be delivered solely to the applicable participating Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.0313.1. To the extent permitted by law, each A Participant also shall not be entitled to receive any greater payment under Section 3.7 or 5.9 than the benefits applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, except to the extent such entitlement to a greater payment results from a Change in Law occurring after the sale of Section 12.01 as though it were the participation. Each Lender that sells a Lenderparticipation agrees, provided such Participant agrees at Xxxxxxxx’s request and expense, to be subject use reasonable efforts to Section 12.02 as though it were a Lendercooperate with Borrower to effectuate the provisions of Sections 3.8 and 13.4 with respect to any Participant.

Permitted Participants; Effect. Any Subject to the terms set forth in this Section 13.2, any Lender may, without in the consent ordinary course of the Borrowerits business and in accordance with applicable law, the Administrative Agent, the Issuing Banks or the Swing Line Bank, at any time sell participations to one or more banks or other entities (other than Disqualified Lenders) (a “ParticipantParticipants”) participating interests in all any Obligations or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (i) such Lender, any promissory note issued hereunder held by such Lender, any Revolving Loan Commitment of such Lender any L/C Interest of such Lender or any other interest of such Lender under the Loan Documents on a pro rata or non-pro rata basis. Notice of such participation to the Borrower and the Agent shall be required prior to any participation becoming effective with respect to a Participant which is not a Lender or an Affiliate thereof. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) obligations, such Lender shall remain the Borrower, owner of the Administrative Agent, the Issuing Banks Obligations or Loans owing to such Lender and the other Lenders holder of any promissory note issued to it hereunder in evidence thereof for all purposes under the Loan Documents, all amounts payable by the Borrowers under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrowers and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendmentLoan Documents, modification or waiver except that, for purposes of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this SectionArticle IV hereof, the Borrower agrees that each Participant Participants shall be entitled to the benefits of Sections 4.01, 4.02, 4.03, 4.04 and 4.05 to the same extent rights as if it they were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 as though it were a Lender, provided such Participant agrees to be subject to Section 12.02 as though it were a LenderLenders.

Permitted Participants; Effect. Any Subject to the terms set forth in this Section 13.2, any Lender may, without in the consent ordinary course of the Borrowerits business and in accordance with applicable law, the Administrative Agent, the Issuing Banks or the Swing Line Bank, at any time sell participations to one or more banks or other entities that are U.S. Qualified Persons (other than Disqualified Lenders"PARTICIPANTS") (a “Participant”) participating interests in all or a portion any Loan owing to such Lender, any Revolving Loan Commitment of such Lender’s rights , any L/C Interest of such Lender or any other interest of such Lender under the Loan Documents on a pro rata or non-pro rata basis. Notice of such participation to the Borrower and the Administrative Agent shall be required prior to any participation becoming effective with respect to a Participant which is not a Lender or an Affiliate thereof. Upon receiving said notice, the Administrative Agent shall record the participation in the Register it maintains. Moreover, notwithstanding such recordation, such participation shall not be considered an assignment under Section 13.3 of this Agreement and such Participant shall not be considered a Lender. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, such Lender shall remain the owner of all Loans made by it for all purposes under the Loan Documents, all amounts payable by the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and (iii) the Borrower, Borrower and the Administrative Agent, the Issuing Banks and the other Lenders Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendmentLoan Documents except that, modification or waiver for purposes of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this SectionArticle IV hereof, the Borrower agrees that each Participant Participants shall be entitled to the benefits of Sections 4.01, 4.02, 4.03, 4.04 and 4.05 to the same extent rights as if it they were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 as though it were a Lender, provided such Participant agrees to be subject to Section 12.02 as though it were a LenderLenders.

Permitted Participants; Effect. Any Lender may, without in the consent ordinary course of the Borrowerits business and in accordance with Applicable Law, the Administrative Agent, the Issuing Banks or the Swing Line Bank, at any time sell participations to one or more banks or other entities a financial institution (other than Disqualified Lenders) (a “Participant”) a participating interest in all or a portion the rights and/or obligations of such Lender’s rights and obligations Lender under this Agreement (including all or any Loan Documents. Despite any sale by a portion Lender of its Commitments and the Loans owing participating interests to it); provided that (i) a Participant, such Lender’s obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, such Lender shall remain the holder of its Loans and (iii) Term Loan Commitment for all purposes, all amounts payable by the Borrower or any Guarantor shall be determined as if such Lender had not sold such participating interests, and the Borrower, the Guarantors and Administrative Agent, the Issuing Banks and the other Lenders Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Each Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver be solely responsible for notifying its Participants of any provision of this Agreement; provided that such agreement matters under the Loan Documents, and Administrative Agent and the other Lenders or instrument may provide that such Lender will not, without the consent of the Participant, agree Obligors shall not have any obligation or liability to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees that each Each Participant shall be entitled to the benefits of Sections 4.013.7, 4.023.9, 4.03, 4.04 and 4.05 5.9 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To 14.3 (it being understood that the extent permitted by law, each Participant also documentation required under Section 5.10 shall be entitled delivered to the benefits of Section 12.01 as though it were a Lender, Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Section 12.02 3.8 as though if it were a Lenderan assignee under Section 14.3 and (B) shall not be entitled to receive any greater payment under Sections 3.7 or 5.10, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive.

Permitted Participants; Effect. Any Lender may, without the consent of the Borrower, the Administrative Agent, the Issuing Banks or the Swing Line Bank, sell participations to one or more banks or other entities (other than Disqualified Lenders) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments Revolving Loan Commitment and the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.03 9.3 that adversely affects such Participant. Subject to paragraph (bB) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.014.1, 4.024.2, 4.034.3, 4.04 4.4 and 4.05 4.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.0313.3. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 12.1 as though it were a Lender, provided such Participant agrees to be subject to Section 12.02 12.2 as though it were a Lender.

Permitted Participants; Effect. Any Subject to the terms set forth in this Section 12.2, any Lender may, without in the consent ordinary course of the Borrowerits business and in accordance with applicable law, the Administrative Agent, the Issuing Banks or the Swing Line Bank, at any time sell participations to one or more banks or other entities (other than Disqualified Lenders"Participants") (a “Participant”) participating interests in all or a portion any Loan owing to such Lender, any Note held by such Lender, any Revolving Loan Commitment of such Lender’s rights and obligations , any L/C Interest of such Lender or any other interest of such Lender under this Agreement (including all the Loan Documents on a pro-rata or a portion of its Commitments and the Loans owing to it)non pro-rata basis; provided that (i) without the prior consent of the Agent the amount of such participation shall not be for less than $5,000,000. Notice of such participation to the Borrower and the Agent shall be required prior to any participation becoming effective with respect to a Participant which is not a Lender or an Affiliate thereof. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s 's obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) obligations, such Lender shall remain the Borrowerholder of any such Note for all purposes under the Loan Documents, all amounts payable by the Administrative AgentBorrower under this Agreement shall be determined as if such Lender had not sold such participating interests, the Issuing Banks and the other Lenders Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreementthe Loan Documents except that, for purposes of Section 2.15(E) and Article III hereof, the Participants shall be entitled to the same rights and duties as if they were Lenders. Any agreement or instrument pursuant provision hereof to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendmentcontrary notwithstanding, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees that each no Participant shall be entitled to receive any greater payment under Section 2.15(E) or Article III than the benefits of Sections 4.01, 4.02, 4.03, 4.04 and 4.05 to the same extent as if it were a Lender and had acquired from which such Participant purchased its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also shall be participation would have been entitled to the benefits of Section 12.01 as though it were a Lender, provided receive had no such Participant agrees to be subject to Section 12.02 as though it were a Lenderparticipation taken place.

Permitted Participants; Effect. Any Lender may, without the consent of the Borrower, the Administrative Agent, the Issuing Banks or the Swing Line Bank, sell participations to one or more banks or other entities (other than Disqualified Lenders) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.01, 4.02, 4.03, 4.04 and 4.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 as though it were a Lender, provided such Participant agrees to be subject to Section 12.02 as though it were a Lender13.

Permitted Participants; Effect. Any Subject to Section 14.3.3, any Lender may, without the consent of the Borrower, the Administrative Agent, the Issuing Banks or the Swing Line Bank, may sell participations to one or more banks or other entities a financial institution (other than Disqualified Lenders) (a “Participant”) a participating interest in all or a portion of such Lender’s the rights and obligations of such Lender under this Agreement (including all or any Loan Documents. Despite any sale by a portion Lender of its Commitments and the Loans owing participating interests to it); provided that (i) a Participant, such Lender’s obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender it shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, it shall remain the holder of its Loans and (iii) the BorrowerCommitments for all purposes, the all amounts payable by Borrowers shall be determined as if it had not sold such participating interests, and Borrowers and Administrative Agent, the Issuing Banks and the other Lenders Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Each Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver be solely responsible for notifying its Participants of any provision of this Agreement; provided that such agreement matters under the Loan Documents, and Administrative Agent and the other Lenders shall not have any obligation or instrument may provide that such Lender will not, without the consent of the Participant, agree liability to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees Borrowers agree that each Participant shall be entitled to the benefits of Sections 4.013.7, 4.023.9 and 5.8 (subject to the requirements and limitations therein, 4.03, 4.04 and 4.05 the requirements under Section 5.9 (it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 as though it were a Lender, 14.3; provided that such Participant (A) agrees to be subject to the provisions of Section 12.02 3.8 and 14.4 as though if it were an assignee under Section 14.3; and (B) shall not be entitled to receive any greater payment under Sections 3.7 and 5.8, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a Lendergreater payment results from a Change in Law that occurs after such Participant acquired the applicable participation.

Permitted Participants; Effect. Any Lender may, without the consent of of, or notice to, the Borrower, the Administrative Agent, the Issuing Banks Agent or the Swing Line BankIssuers, sell participations to one or more banks or other entities (other than Disqualified Lenders) (a “Participant”) ), other than an Ineligible Institution, in all or a portion of such Lender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitments and Commitment and/or the Loans owing to it); provided that (iA) such Lender’s obligations under this Agreement shall remain unchanged, ; (iiB) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations; and (iiiC) the Borrower, the Administrative Agent, the Issuing Banks Issuers and the other Lenders shall continue to deal solely and directly with such Lender in connection with such LenderLxxxxx’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.03 8.2 that adversely affects such Participant. Subject to paragraph (b) of this Section, the The Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.013.1, 4.023.2 and 3.5 (subject to the requirements and limitations therein, 4.03, 4.04 including the requirements under Sections 3.5(vi) (it being understood that the documentation required under Sections 3.5(vi) shall be delivered to the participating Lender and 4.05 the information) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.0312.3; provided that such Participant (A) agrees to be subject to the provisions of Section 3.6 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.1 or 3.5, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.5(ii) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 11.1 as though it were a Lender, ; provided that such Participant agrees to be subject to Section 12.02 11.2 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Permitted Participants; Effect. Any Subject to Section 12.3.3, any Lender may, without the consent of the Borrower, the Administrative Agent, the Issuing Banks or the Swing Line Bank, may sell participations to one or more banks or other entities a financial institution (other than Disqualified Lenders) (a “Participant”) a participating interest in all or a portion of such Lender’s the rights and obligations of such Lender under this Agreement (including all or any Loan Documents. Despite any sale by a portion Lender of its Commitments and the Loans owing participating interests to it); provided that (i) a Participant, such LenderXxxxxx’s obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender it shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, it shall remain the holder of its Loans and (iii) the BorrowerCommitments for all purposes, the Administrative Agentall amounts payable by Borrowers shall be determined as if it had not sold such participating interests, the Issuing Banks and the other Lenders Borrowers and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the Loan Documents (and, for the avoidance of doubt, a Participant shall not constitute a Lender sells such a participation shall provide that such hereunder). Each Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver be solely responsible for notifying its Participants of any provision of this Agreement; provided that such agreement matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or instrument may provide that such Lender will not, without the consent of the Participant, agree liability to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees A Participant that each Participant shall would be entitled to the benefits of Sections 4.01, 4.02, 4.03, 4.04 and 4.05 to the same extent as a Foreign Lender if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also shall not be entitled to the benefits of Section 12.01 5.8 unless Borrowers agree otherwise in writing. Notwithstanding the foregoing or anything in the Loan Documents to the contrary, [***] Bank shall not be considered a “Defaulting Lender” hereunder solely as though it were a Lender, provided such result of any Restatement Date Participant agrees failing to be subject fund its portion of the Restatement Date Commitment Increase or otherwise defaulting in its obligations as a Restatement Date Participant solely with respect to Section 12.02 as though it were a Lenderits portion of the Restatement Date Commitment Increase.

Permitted Participants; Effect. Any Lender may, without the consent of of, or notice to, the Borrower, the Administrative Agent, the Issuing Banks Agent or the Swing Line BankIssuers, sell participations to one or more banks or other entities (other than Disqualified Lenders) (a “Participant”) ), other than an Ineligible Institution, in all or a portion of such Lender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitments and Commitment and/or the Loans owing to it); provided that (iA) such Lender’s obligations under this Agreement shall remain unchanged, ; (iiB) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations; and (iiiC) the Borrower, the Administrative Agent, the Issuing Banks Issuers and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.03 8.2 that adversely affects such Participant. Subject to paragraph (b) of this Section, the The Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.013.1, 4.023.2 and 3.5 (subject to the requirements and limitations therein, 4.03, 4.04 including the requirements under Sections 3.5(vi) (it being understood that the documentation required under Sections 3.5(vi) shall be delivered to the participating Lender and 4.05 the information) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.0312.3; provided that such Participant (A) agrees to be subject to the provisions of Section 3.6 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.1 or 3.5, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.5(ii) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 11.1 as though it were a Lender, ; provided that such Participant agrees to be subject to Section 12.02 11.2 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Permitted Participants; Effect. Any Lender may, without in the consent ordinary course of the Borrowerits business and in accordance with Applicable Law, the Administrative Agent, the Issuing Banks or the Swing Line Bank, at any time sell participations to one or more banks or other entities financial institutions (other than Disqualified Lenders) (each a “Participant”) a participating interest in all or a portion any of the Obligations owing to such Lender, any Commitment of such Lender’s rights and obligations Lender or any other interest of such Lender under this Agreement (including all or any of the Loan Documents. In the event of any such sale by a portion Lender of its Commitments and the Loans owing participating interests to it); provided that (i) a Participant, such Lender’s obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, such Lender shall remain the holder of its Loans and (iii) Commitments for all purposes under the BorrowerLoan Documents, the Administrative Agentall amounts payable by Obligors under this Agreement shall be determined as if such Lender had not sold such participating interests, the Issuing Banks and the other Lenders Obligors and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Loan Documents. Any agreement or instrument pursuant to which If a Lender sells such a participation shall provide that to a Person other than an Affiliate of such Lender, then such Lender shall retain the sole right give prompt written notice thereof to enforce this Agreement Borrowers and to approve any amendment, modification or waiver of any provision of this Agreement; provided Agent. A Participant that such agreement or instrument may provide that such would be a Foreign Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.01, 4.02, 4.03, 4.04 and 4.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also shall not be entitled to the benefits of Section 12.01 5.8 unless Borrowers are notified of the participation sold to Participant and such Participant agrees, for the benefit of Borrowers, to comply with Section 5.9 as though it were a Lender, provided such Participant agrees to be subject to Section 12.02 as though it were a Lender.

Permitted Participants; Effect. Any Lender may, without in the consent ordinary course of the Borrowerits business and in accordance with Applicable Law, the Administrative Agent, the Issuing Banks or the Swing Line Bank, at any time sell participations to one or more banks or other entities financial institutions (other than Disqualified Lenders) (each a “Participant”) a participating interest in all or a portion any of the Obligations owing to such Lender, any Commitment of such Lender’s rights and obligations Lender or any other interest of such Lender under this Agreement (including all or any of the Loan Documents. In the event of any such sale by a portion Lender of its Commitments and the Loans owing participating interests to it); provided that (i) a Participant, such Lender’s obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, such Lender shall remain the holder of its Loans and (iii) Commitments for all purposes under the BorrowerLoan Documents, all amounts payable by the Borrower under this Agreement and any of the Notes shall be determined as if such Lender had not sold such participating interests, and the Borrower and the Administrative Agent, the Issuing Banks and the other Lenders Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Loan Documents. Any agreement or instrument pursuant to which If a Lender sells such a participation shall provide that to a Person other than an Affiliate of such Lender, then such Lender shall retain the sole right give prompt written notice thereof to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees and the Administrative Agent. A Participant that each Participant would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Sections 4.01, 4.02, 4.03, 4.04 this Agreement unless the Borrower is notified of the participation sold to Participant and 4.05 such Participant agrees in a written instrument reasonably acceptable to the same extent as if it were a Lender and had acquired its interest by assignment pursuant Borrower, for the benefit of Borrower, to comply with Section 13.03. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 4.7 as though it such Participant were a Lender, provided and such Participant agrees to be subject to complies with such Section 12.02 as though it were a Lender4.7.

Permitted Participants; Effect. Any Subject to Section 13.3.3, any Lender may, without the consent of the Borrower, the Administrative Agent, the Issuing Banks or the Swing Line Bank, may sell participations to one or more banks or other entities a financial institution (other than Disqualified Lenders) (a “Participant”) a participating interest in all or a portion of such Lender’s the rights and obligations of such Lender under this Agreement (including all or any Loan Documents. Despite any sale by a portion Lender of its Commitments and the Loans owing participating interests to it); provided that (i) a Participant, such Lender’s obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender it shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, it shall remain the holder of its Loans and (iii) the BorrowerCommitments for all purposes, the all amounts payable by Borrower shall be determined as if it had not sold such participating interests, and Borrower and Administrative Agent, the Issuing Banks and the other Lenders Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Each Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver be solely responsible for notifying its Participants of any provision of this Agreement; provided that such agreement matters under the Loan Documents, and Administrative Agent and the other Lenders shall not have any obligation or instrument may provide that such Lender will not, without the consent of the Participant, agree liability to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the The Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.013.7 and 5.9 (subject to the requirements and limitations of such Sections and Section 5.10; provided, 4.02, 4.03, 4.04 and 4.05 that any documentation required under Section 5.10 shall be delivered solely to the applicable participating Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.0313.1. To the extent permitted by law, each A Participant also shall not be entitled to receive any greater payment under Section 3.7 or 5.9 than the benefits applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, except to the extent such entitlement to a greater payment results from a Change in Law occurring after the sale of Section 12.01 as though it were the participation. Each Lender that sells a Lenderparticipation agrees, provided such Participant agrees at the Borrower’s request and expense, to be subject use reasonable efforts to Section 12.02 as though it were a Lendercooperate with the Borrower to effectuate the provisions of Sections 3.8 and 13.4 with respect to any Participant.

Permitted Participants; Effect. Any DIP Lender may, without in the consent ordinary course of the Borrowerits business and in accordance with Applicable Law, the Administrative Agent, the Issuing Banks or the Swing Line Bank, at any time sell participations to one or more banks or other entities financial institutions (other than Disqualified Lenders) (each a “Participant”) a participating interest in all or a portion any of the Obligations owing to such DIP Lender, any Commitment of such Lender’s rights and obligations DIP Lender or any other interest of such DIP Lender under this Agreement (including all or any of the DIP Loan Documents. In the event of any such sale by a portion DIP Lender of its Commitments and the Loans owing participating interests to it); provided that (i) a Participant, such DIP Lender’s obligations under this Agreement the DIP Loan Documents shall remain unchanged, (ii) such DIP Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, such DIP Lender shall remain the holder of any Note for all purposes under the DIP Loan Documents, all amounts payable by Borrowers under this Agreement and (iii) any of the BorrowerNotes shall be determined as if such DIP Lender had not sold such participating interests, the Administrative Agent, the Issuing Banks and the other Lenders Borrowers and DIP Agent shall continue to deal solely and directly with such DIP Lender in connection with such DIP Lender’s rights and obligations under this Agreementthe DIP Loan Documents. Any agreement or instrument pursuant to which If a DIP Lender sells such a participation shall provide that to a Person other than an Affiliate of such DIP Lender, then such DIP Lender shall retain give prompt written notice thereof to Borrowers, DIP Agent and the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided other DIP Lenders. A Participant that such agreement or instrument may provide that such would be a Foreign DIP Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.01, 4.02, 4.03, 4.04 and 4.05 to the same extent as if it were a DIP Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also shall not be entitled to the benefits of Section 12.01 as though it were a Lender, provided such Participant 4.9 unless each Borrower agrees to be subject to Section 12.02 as though it were a Lenderotherwise in writing.

Permitted Participants; Effect. Any Lender maymay at any time, sell participating interests in any Outstanding Credit Exposure of such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under the Loan Documents to any Person (other than the General Partner, the Borrower or any of their Affiliates, a natural person or a Defaulting Lender), without notice to or the consent of the Borrower, the Administrative Agent, Agent or the Issuing Banks or the Swing Line Bank, sell participations Banks. Any Person to one or more banks or other entities (other than Disqualified Lenders) (whom such a participating interest is sold is a “Participant”) in all or . In the event of any such sale by a portion Lender of such Lender’s rights and obligations under this Agreement (including all or participating interests to a portion of its Commitments and the Loans owing to it); provided that (i) Participant, such Lender’s obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, such Lender shall remain the holder of any such Note for all purposes under the Loan Documents, and (iii) the Borrower, Borrower and the Administrative Agent, the Issuing Banks and the other Lenders Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the The Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.014.1, 4.024.2, 4.034.4 and 4.5 (subject to the requirements and limitations therein, 4.04 including the requirements under Sections 4.5(f) and 4.05 (g) (it being understood that the documentation required under Section 4.5(f) shall be delivered to the participating Lender and the information and documentation required under Section 4.5(g) will be delivered to the Borrower and the Administrative Agent)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 as though it were a Lender, 13.3; provided that such Participant (A) agrees to be subject to Section 12.02 the provisions of Sections 4.6 and 4.7 as though if it were an assignee under Section 13.3 and (B) shall not be entitled to receive any greater payment under Sections 4.1, 4.2 or 4.5, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a Lendergreater 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 4.7 with respect to any Participant.

Permitted Participants; Effect. Any Subject to Sections 12.3.3, any Lender maymay at any time, without the consent of the Borrowerof, or notice to, the Administrative Agent, the Issuing Banks or the Swing Line BankBorrowers, sell participations to one or more banks or other entities a financial institution (other than Disqualified Lenders) (a “Participant”) a participating interest in all or a portion of such Lender’s the rights and obligations of such Lender under this Agreement (including all or any Credit Documents. Despite any sale by a portion Lender of its Commitments and the Loans owing participating interests to it); provided that (i) a Participant, such Lender’s obligations under this Agreement the Credit Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, such Lender shall remain the holder of its Loans and (iii) the BorrowerCommitments for all purposes, the Administrative Agentall amounts payable by Obligors shall be determined as if such Lender had not sold such participating interests, the Issuing Banks and the other Lenders Obligors and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights the Credit Documents. For the avoidance of doubt, each Lender shall be responsible for the indemnity and obligations under this AgreementSection 11.6 and Section 13.3 without regard to the existence of any participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Each Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver be solely responsible for notifying its Participants of any provision of this Agreement; provided that such agreement matters under the Credit Documents, and Agent and the other Lenders shall not have any obligation or instrument may provide that such Lender will not, without the consent of the Participant, agree liability to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees that each Each Participant shall be entitled to the benefits of Sections 4.01Section 5.8 (subject to the requirements and limitations therein and Section 5.9 (it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lender)), 4.02, 4.03, 4.04 Section 3.6.1 and 4.05 Section 3.6.2 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each 12.3; provided that such Participant also shall not be entitled to receive any greater payment under Section 5.8, Section 3.6.1 or Section 3.6.2, with respect to any participation, than its participating Lender would have been entitled to receive, except to the benefits of Section 12.01 as though it were extent such entitlement to receive a Lender, provided such greater payment results from a Change in Law that occurs after the Participant agrees to be subject to Section 12.02 as though it were a Lenderacquired the applicable participation.

Permitted Participants; Effect. Any Subject to the terms set forth in this Section 13.2, any Lender may, without in the consent ordinary course of the Borrowerits business and in accordance with applicable law, the Administrative Agent, the Issuing Banks or the Swing Line Bank, at any time sell participations to one or more banks or other entities (other than Disqualified Lenders) (a “ParticipantParticipants”) participating interests in all any Loan owing to such Lender or a portion any Commitment of such Lender’s rights and obligations Lender or any other interest of such Lender under this Agreement (including all or the Loan Documents. In the event of any such sale by a portion Lender of its Commitments and the Loans owing participating interests to it); provided that (i) a Participant, such Lender’s obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, such Lender shall remain the owner of all Loans for all purposes under the Loan Documents, all amounts payable by any Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and (iii) the Borrower, the Administrative Agent, the Issuing Banks such Borrower and the other Lenders Global Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendmentLoan Documents except that, modification or waiver for purposes of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this SectionArticle III hereof, the Borrower agrees that each Participant Participants shall be entitled to the benefits of Sections 4.01, 4.02, 4.03, 4.04 and 4.05 same rights as if they were Lenders (subject to the same extent as if requirements and limitations set forth in Article III, including the requirements under Section 3.5(iv) (it were a Lender being understood that the documentation required under Section 3.5(iv) shall be delivered to the participating Lender)) and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each 13.3; provided however that no Participant also shall be entitled to receive any greater payment under Article III than the benefits Lender would have been entitled to receive with respect to the rights participated. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Companies, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in the obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such interest is in registered form under Section 12.01 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as though it were a Lender, provided the owner of such Participant agrees participation for all purposes of this Agreement notwithstanding any notice to be subject to Section 12.02 as though it were a Lenderthe contrary.

Permitted Participants; Effect. Any Lender may, without in ------------------------------ the consent ordinary course of the Borrowerits business and in accordance with applicable law, the Administrative Agent, the Issuing Banks or the Swing Line Bank, at any time sell participations to one or more banks or other entities (other than Disqualified Lenders"Participants") (a “Participant”) participating interests in all or a portion any Outstanding Credit Exposure owing to such Lender, any Loans owned by such Lender, any Commitment of such Lender or any other interest of such Lender under the Credit Documents. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s rights and 's obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement Credit Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, such Lender shall remain the owner of all Loans made by it for all purposes under the Credit Documents, all amounts payable by each Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and (iii) the each Borrower, the Administrative Agent, the Issuing Banks LC Issuer and the other Lenders Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement. Any agreement the Credit Documents except that, for purposes of Sections 3.1, 3.2 or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section3.4 ------------ --- --- hereof, the Borrower agrees Participants shall be entitled to the same rights as if they were Lenders provided however that each no Participant shall be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.4 than the benefits of Sections 4.01, 4.02, 4.03, 4.04 and 4.05 Lender ------------ --- --- would have been entitled to receive with respect to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 as though it were a Lender, provided such Participant agrees to be subject to Section 12.02 as though it were a Lenderrights participated.

Permitted Participants; Effect. Any Lender may, without in the consent ordinary course of the Borrowerits business and in accordance with Applicable Law, the Administrative Agent, the Issuing Banks or the Swing Line Bank, at any time sell participations to one or more banks or other entities financial institutions (other than Disqualified Lenders) (each a “Participant”) a participating interest in all or a portion any of the Obligations owing to such Lender, any Commitment of such Lender’s rights and obligations Lender or any other interest of such Lender under this Agreement (including all or any of the Loan Documents. In the event of any such sale by a portion Lender of its Commitments and the Loans owing participating interests to it); provided that (i) a Participant, such Lender’s obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, such Lender shall remain the holder of its Loans and (iii) Commitments for all purposes under the BorrowerLoan Documents, all amounts payable by Borrowers under this Agreement and any of the Notes shall be determined as if such Lender had not sold such participating interests, and Borrowers and Administrative Agent, the Issuing Banks and the other Lenders Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Loan Documents. Any agreement or instrument pursuant to which If a Lender sells such a participation shall provide that to a Person other than an Affiliate of such Lender, then such Lender shall retain give prompt written notice thereof to Borrowers and the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided other Lenders. A Participant that such agreement or instrument may provide that such would be a Foreign Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.01, 4.02, 4.03, 4.04 and 4.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also shall not be entitled to the benefits of Section 12.01 5.9 unless Borrowers are notified of the participation sold to Participant and such Participant agrees, for the benefit of Borrowers, to comply with Section 5.10 as though it were a Lender, provided such Participant agrees to be subject to Section 12.02 as though it were a Lender.

Permitted Participants; Effect. Any Lender may, without the consent of of, or notice to, the Borrower, the Administrative Agent, the Issuing Banks or the Swing Line Bank, sell participations to one or more banks or other entities (other than Disqualified Lenders) (a “Participant”) ), other than an Ineligible Institution, in all or a portion of such Lender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitments and Commitment and/or the Loans owing to it); provided that (iA) such Lender’s obligations under this Agreement shall remain unchanged, ; (iiB) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations; and (iiiC) the Borrower, the Administrative Agent, the Issuing Banks Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.03 8.2 that adversely affects such Participant. Subject to paragraph (b) of this Section, the The Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.013.1, 4.023.2 and 3.5 (subject to the requirements and limitations therein, 4.03, 4.04 including the requirements under Sections 3.5(vi) (it being understood that the documentation required under Sections 3.5(vi) shall be delivered to the participating Lender and 4.05 the information) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.0312.3; provided that such Participant (A) agrees to be subject to the provisions of Section 3.6 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.1 or 3.5, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.5(ii) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 11.1 as though it were a Lender, ; provided that such Participant agrees to be subject to Section 12.02 11.2 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Permitted Participants; Effect. Any Subject to Section 14.2.3, any Lender may, without may sell to a financial institution ("Participant") a participating interest in the consent of the Borrower, the Administrative Agent, the Issuing Banks or the Swing Line Bank, sell participations to one or more banks or other entities (other than Disqualified Lenders) (a “Participant”) in all or a portion of such Lender’s rights and obligations of such Lender under this Agreement (including all or any Loan Documents. Despite any sale by a portion Lender of its Commitments and the Loans owing participating interests to it); provided that (i) a Participant, such Lender’s 's obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender it shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, it shall remain the holder of its Loans and (iii) the BorrowerCommitments for all purposes, the all amounts payable by Borrower shall be determined as if it had not sold such participating interests, and Borrower and Administrative Agent, the Issuing Banks and the other Lenders Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Each Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver be solely responsible for notifying its Participants of any provision of this Agreement; provided that such agreement matters under the Loan Documents, and Administrative Agent and the other Lenders shall not have any obligation or instrument may provide that such Lender will not, without the consent of the Participant, agree liability to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.9 unless Borrower agrees otherwise in writing. Subject to paragraph (b) of this Sectionthe foregoing, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.013.7, 4.02, 4.03, 4.04 3.9 and 4.05 5.9 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also 14.3; provided that a participant shall not be entitled to receive any greater payment under Section 3.7 or 5.9 than the benefits applicable Lender would have been entitled to receive with respect to the participation sold to such participant, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after such participant acquired the participation or unless the sale of Section 12.01 as though it were a Lender, provided the participation to such Participant agrees participant is made with Borrower's prior written consent (not to be subject unreasonably withheld or delayed); provided further that, except as specifically required by the previous sentence, nothing herein shall require any notice to Section 12.02 as though it were a LenderBorrower or any other Person in connection with the sale of any participation.

Permitted Participants; Effect. Any Subject to the terms and conditions of any Acknowledgment Agreement, the Lender may, without in the consent ordinary course of the Borrowerits business and in accordance with applicable law, the Administrative Agent, the Issuing Banks or the Swing Line Bank, at any time (and from time to time) sell participations to one or more banks or other entities (other than Disqualified Lenders) (each a “Participant”) participating interests in all any Loan owing to the Lender, any Note held by the Lender, any Available Facility Amount of the Lender, or a portion any other interest of such Lender’s rights and obligations the Lender under this Agreement (including all or the other Facility Documents. In the event of any such sale by the Lender of a portion of its Commitments and the Loans owing participating interest to it); provided that a Participant, (i) such the Lender’s obligations hereunder and under this Agreement the other Facility Documents shall remain unchanged, ; (ii) such the Lender shall remain solely responsible to the other parties hereto Borrower for the performance of such obligations obligations; and (iii) the BorrowerLender shall remain the owner of its Loans and the holder of any Note issued to it in evidence thereof for the purposes under the Facility Documents; provided, that if the Participant is a Foreign Purchaser, the Administrative AgentParticipant shall provide the Lender with the information necessary to permit the Lender to comply, the Issuing Banks and the other Lenders Lender shall comply, with Section 3.02(d) as if the Lender were a Foreign Purchaser. All amounts payable by the Borrower under this Agreement shall be determined as if the Xxxxxx had not sold such participating interests. The Borrower and the Lender shall continue to deal solely and directly with such Lender each other in connection with such the Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.01, 4.02, 4.03, 4.04 and 4.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 as though it were a Lender, provided such Participant agrees to be subject to Section 12.02 as though it were a LenderFacility Documents.

Permitted Participants; Effect. Any Lender may, without in the consent ordinary course of the Borrowerits business and in accordance with Applicable Law, the Administrative Agent, the Issuing Banks or the Swing Line Bank, at any time sell participations to one or more banks or other entities (a financial institution other than Disqualified Lenders) a Defaulting Lender (a “Participant”) a participating interest in all or a portion of such Lender’s the rights and obligations of such Lender under this Agreement (including all or any Loan Documents. Despite any sale by a portion Lender of its Commitments and the Loans owing participating interests to it); provided that (i) a Participant, such Lender’s obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, such Lender shall remain the holder of its Loans and (iii) the BorrowerCommitments for all purposes, the Administrative Agentall amounts payable by Borrowers shall be determined as if such Lender had not sold such participating interests, the Issuing Banks and the other Lenders Borrowers and each Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Each Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver be solely responsible for notifying its Participants of any provision of this Agreement; provided that such agreement matters under the Loan Documents, and each Agent and the other Lenders shall not have any obligation or instrument may provide that such Lender will not, without the consent of the Participant, agree liability to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Sectionthe following sentence, the each Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.01Section 2.06(jk), 4.02Section 2.12, 4.03Section 2.13, 4.04 Section 2.15, Section 2.16, Section 2.21, and 4.05 Section 7.10 (subject to the requirements of those Sections) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (c) of this Section 13.03. To (and such Participant shall be deemed to be a Lender for purposes of the extent permitted by law, each definition of Excluded Taxes); provided that a Participant also shall not be entitled to such benefits unless (A) such Participant and its respective participation are recorded in the benefits of Register in accordance with Section 12.01 11.04(d) as though it if such Participant were a Lender and (B) such 1096351.01A-CHISR01A1096355.04J-CHISR01A - MSW Participant complies with Section 2.15 as if such Participant were a Lender. A Participant shall not be entitled to receive any greater payment under Section 2.06(jk), provided Section 2.12, Section 2.13, Section 2.15, Section 2.16, Section 2.21, and Section 7.10 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant agrees to be subject to Section 12.02 as though it were a Lenderis made with Administrative Borrower’s prior written consent.

Permitted Participants; Effect. Any Lender may, without the consent of the Borrower, the Administrative Agent, the Issuing Banks or the Swing Line Bank, may at any time sell participations to one or more banks or other entities (other than Disqualified Lendersan Ineligible Institution) (a “ParticipantParticipants”) participating interests in all or a portion any Revolving Credit Obligations of such Lender’s rights and obligations , any promissory note issued hereunder held by such Lender, any Revolving Loan Commitment of such Lender or any other interest of such Lender under this Agreement (including all or the Loan Documents. In the event of any such sale by a portion Lender of its Commitments and the Loans owing participating interests to it); provided that (i) a Participant, such Lender’s obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, such Lender shall remain the owner of its Revolving Credit Obligations and (iii) the Borrowerholder of any promissory note issued to it hereunder in evidence thereof for all purposes under the Loan Documents, all amounts payable by the Borrowers under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrowers and the Administrative Agent, the Issuing Banks and the other Lenders Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement Loan Documents, except that, for purposes of Article IV and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b2.14(E) of this Sectionhereof, the Borrower agrees that each Participants shall be entitled to the same rights as if they were Lenders; provided, however, no Participant shall be entitled to receive any greater amount pursuant to Article IV hereof than such Participant’s transferor Lender would have been entitled to receive in respect of the benefits amount of Sections 4.01the participation transferred had no such transfer occurred, 4.02, 4.03, 4.04 and 4.05 except to the same extent as if it were such entitlement to receive a Lender and had greater payment results from a Change in Law that occurs after the Participant acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 as though it were a Lender, provided such Participant agrees to be subject to Section 12.02 as though it were a Lenderapplicable Participation.

Permitted Participants; Effect. Any Lender may, without the consent of the Borrower, Borrower or the Administrative Agent, the Issuing Banks or the Swing Line Bank, sell participations to one or more banks or other entities (other than Disqualified Lendersan Ineligible Institution) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments Commitment and the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Issuing Banks Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.03 9.3 that adversely affects such Participant. Subject to paragraph (bB) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.014.1, 4.024.2, 4.034.3, 4.04 4.4 and 4.05 4.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.0313.3. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 12.1 as though it were a Lender, provided such Participant agrees to be subject to Section 12.02 12.2 as though it were a Lender.

Permitted Participants; Effect. Any Lender may, without in the consent ordinary course of the Borrowerits business and in accordance with Applicable Law, the Administrative Agent, the Issuing Banks or the Swing Line Bank, at any time sell participations to one or more banks or other entities a financial institution (other than Disqualified Lenders) (a “Participant”) a participating interest in all or a portion of such Lender’s the rights and obligations of such Lender under this Agreement (including all or any Loan Documents; provided, that no Disqualified Lender shall be permitted to be a portion Participant. Despite any sale by a Lender of its Commitments and the Loans owing participating interests to it); provided that (i) a Participant, such LenderXxxxxx’s obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, such Lender shall remain the holder of its Loans and (iii) the BorrowerCommitments for all purposes, the Administrative Agentall amounts payable by Loan Parties shall be determined as if such Lender had not sold such participating interests, the Issuing Banks and the other Lenders Loan Parties and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Each Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver be solely responsible for notifying its Participants of any provision of this Agreement; provided that such agreement matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or instrument may provide that such Lender will not, without the consent of the Participant, agree liability to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees A Participant that each Participant shall would be entitled to the benefits of Sections 4.01, 4.02, 4.03, 4.04 and 4.05 to the same extent as a Foreign Lender if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also shall not be entitled to the benefits of Section 12.01 as though it were a Lender, provided such 5.10 and Section 5.11 unless (x) the Participant agrees to be subject to Section 12.02 as though it were a Lendercomply with, and does in fact comply with, Sections 5.10 and 5.11, and (y) Administrative Borrower agrees otherwise in writing that such Participant is so entitled.

Permitted Participants; Effect. Any Subject to Section 13.3.3, any Lender may, without the consent of the Borrower, the Administrative Agent, the Issuing Banks or the Swing Line Bank, may sell participations to one or more banks or other entities a financial institution (other than Disqualified Lenders) (a “Participant”) a participating interest in all or a portion of such Lender’s the rights and obligations of such Lender under this Agreement (including all or any Loan Documents. Despite any sale by a portion Lender of its Commitments and the Loans owing participating interests to it); provided that (i) a Participant, such Lender’s obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender it shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, it shall remain the holder of its Loans and (iii) the BorrowerCommitments for all purposes, the Administrative Agentall amounts payable by Borrower shall be determined as if it had not sold such participating interests, the Issuing Banks and the other Lenders Borrower and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Each Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver be solely responsible for notifying its Participants of any provision of this Agreement; provided that such agreement matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or instrument may provide that such Lender will not, without the consent of the Participant, agree liability to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees that each Each Participant shall be entitled to the benefits of Sections 4.01Section 3.7 and Section 5.9 (subject to the requirements and limitations therein, 4.02, 4.03, 4.04 and 4.05 including the requirement that such Participant delivers the forms required under Section 5.10 (it being understood that the such documentation shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law13.3; provided, each however, that such Participant also shall not be entitled to receive any greater payment under Section 3.7 and Section 5.9, with respect to any participation, than its participating Lender would have been entitled to receive, except to the benefits of Section 12.01 as though it were extent such entitlement to receive a Lender, provided such greater payment results from a Change in Law that occurs after the Participant agrees to be subject to Section 12.02 as though it were a Lenderacquired the applicable participation.

Permitted Participants; Effect. Any Lender maymay at any time, without the consent of the Borrowerof, or notice to, the Administrative Agent, the Issuing Banks Borrower or the Swing Line BankAgent, sell participations to one or more banks or other entities any Person (other than Disqualified Lendersa natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitments and Revolver Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, and (iii) the Borrower, the Administrative Agent, the Issuing Banks Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section VI of Exhibit D with respect to which a Lender sells such a participation shall provide that any payments made by such Lender to its Participant(s). Each Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver be solely responsible for notifying its Participants of any provision of this Agreement; provided that such agreement matters under the Transaction Documents, and Agent and the other Lenders shall not have any obligation or instrument may provide that such Lender will not, without the consent of the Participant, agree liability to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees A Participant that each Participant shall would be entitled to the benefits of Sections 4.01, 4.02, 4.03, 4.04 and 4.05 to the same extent as a Foreign Lender if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also shall not be entitled to the benefits of Section 12.01 as though it were a Lender, provided such Participant 5.10 unless Borrower agrees to be subject to Section 12.02 as though it were a Lenderotherwise in writing.

Permitted Participants; Effect. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time without the any consent of the Borrower, the Administrative Agent, the Issuing Banks or the Swing Line Bank, notice sell participations to one or more banks or other entities (other than Disqualified Lenders) (a “ParticipantParticipants”) participating interests in all or a portion any Loan owing to such Lender, any Note held by such Lender, any Commitment of such Lender’s rights and obligations Lender or any other interest of such Lender under this Agreement (including all or the Loan Documents. In the event of any such sale by a portion Lender of its Commitments and the Loans owing participating interests to it); provided that (i) a Participant, such Lender’s obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, such Lender shall remain the owner of its Loans and the holder of any Note issued to it in evidence thereof for all purposes under the Loan Documents, all amounts payable by the Borrower under this Agreement (iiiincluding under Article III) shall be determined as if such Lender had not sold such participating interests, and the Borrower, Borrower and the Administrative Agent, the Issuing Banks and the other Lenders Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the The Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.01Article III (subject to the requirements and limitations therein, 4.02, 4.03, 4.04 and 4.05 including the requirements under Section 3.5(vi) (it being understood that the documentation required under Section 3.5(vi) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.0312.1; provided that such Participant (A) agrees to be subject to the provisions of Sections 2.19 as if it were an assignee under Section 12.1; and (B) shall not be entitled to receive any greater payment under Article III, with respect to any participation, than its participating Lender would have been entitled to receive. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 11.1 as though it were a Lender, ; provided that such Participant agrees to be subject to Section 12.02 11.2 as though it were a Lender.. US 719308

Permitted Participants; Effect. Any With the prior written ------------------------------ consent of the Administrative Agent (and during the initial syndication of the Facility, the Syndication Agent) and the Borrower (which consents shall not be unreasonably withheld or delayed), any Lender may, without in the consent ordinary course of the Borrowerits business and in accordance with applicable law, the Administrative Agent, the Issuing Banks or the Swing Line Bank, at any time sell participations to one or more banks or other entities (other than Disqualified Lenders"Participants") (a “Participant”) participating ------------ interests in all or a portion any Advance owing to such Lender, any Note held by such Lender, any Commitment of such Lender’s rights and obligations Lender or any other interest of such Lender under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided Loan Documents, except that (i) no consent of Borrower shall be required for any such sale if an Event of Default has occurred and is continuing and (ii) no consent of any of the Administrative Agent, the Syndication Agent or the Borrower shall ever be required (A) for any such sale made to any Lender's Affiliate or (B) for any sale of a participating interest in Competitive Bid Loans. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s 's obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, such Lender shall remain the holder of any such Note for all purposes under the Loan Documents, all amounts payable by Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and (iii) the Borrower, Borrower and the Administrative Agent, the Issuing Banks Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.01, 4.02, 4.03, 4.04 and 4.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 as though it were a Lender, provided such Participant agrees to be subject to Section 12.02 as though it were a LenderLoan Documents.

Permitted Participants; Effect. Any Lender may, without in the consent ordinary course of the Borrowerits business and in accordance with Applicable Law, the Administrative Agent, the Issuing Banks or the Swing Line Bank, at any time sell participations to one or more banks or other entities a financial institution (other than Disqualified Lenders) (a “Participant”) a participating interest in all or a portion of such Lender’s the rights and obligations of such Lender under this Agreement (including all or any Loan Documents. Despite any sale by a portion Lender of its Commitments and the Loans owing participating interests to it); provided that (i) a Participant, such Lender’s obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, such Lender shall remain the holder of its Loans and (iii) the BorrowerRevolver Commitment for all purposes, the Administrative Agentall amounts payable by Borrowers shall be determined as if such Lender had not sold such participating interests, the Issuing Banks and the other Lenders Borrowers and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Each Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver be solely responsible for notifying its Participants of any provision of this Agreement; provided that such agreement matters under the Loan Documents, and Agent and the other Lenders or instrument may provide that such Lender will not, without the consent of the Participant, agree Obligors shall not have any obligation or liability to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees that each Each Participant shall be entitled to the benefits of Sections 4.013.7, 4.02, 4.03, 4.04 3.9 and 4.05 5.9 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To 14.3 (it being understood that the extent permitted by law, each Participant also documentation required under Section 5.10 shall be entitled delivered to the benefits of Section 12.01 as though it were a Lender, Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Section 12.02 3.8 as though if it were a Lender.an assignee under Section 14.3 and (B) shall not be entitled to receive any greater payment under Sections 3.7 or 5.10, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive. 111 NAI-1507796678v9

Permitted Participants; Effect. Any Lender maymay at any time, without the consent of the Borrowerof, or notice to, any Borrower or the Administrative Agent, the Issuing Banks or the Swing Line Bank, sell participations to one or more banks or other entities any Person (other than Disqualified Lendersa natural person or any Borrower or any of the Borrowers’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitments and Commitment and/or the Loans (including such Lender’s participations in Swing Loans) owing to it); provided that (ia) such Lender’s obligations under this Agreement shall remain unchanged, (iib) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and obligations, (iiic) the BorrowerBorrowers, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this AgreementAgreement and (d) except in the case of any such participation sold to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, each such participation shall be in an amount of not less than $10,000,000, or shall be in an amount of such Lender’s entire remaining Commitment and the Loans at the time owing to it. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification or waiver described in the first proviso to Section 9.03 8.3 that adversely affects such Participant. Subject to paragraph (b) of this SectionSection 13.2.2, the each Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.013.1, 4.023.2, 4.03, 4.04 3.4 and 4.05 3.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.0313.3. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 12.1 as though it were a Lender, ; provided such Participant agrees to be subject to Section 12.02 12.2 as though it were a Lender.. 75 Five-Year Revolving Credit Agreement

Permitted Participants; Effect. Any Subject to Sections 12.3.3, any Lender may, without the consent of the Borrower, the Administrative Agent, the Issuing Banks or the Swing Line Bank, may sell participations to one or more banks or other entities a financial institution (other than Disqualified Lenders) (a “Participant”) a participating interest in all or a portion of such Lender’s the rights and obligations of such Lender under this Agreement (including all or any Credit Documents. Despite any sale by a portion Lender of its Commitments and the Loans owing participating interests to it); provided that (i) a Participant, such Lender’s obligations under this Agreement the Credit Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, such Lender shall remain the holder of its Loans and (iii) the BorrowerCommitments for all purposes, the Administrative Agentall amounts payable by Obligors shall be determined as if such Lender had not sold such participating interests, the Issuing Banks and the other Lenders Obligors and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Credit Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Each Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver be solely responsible for notifying its Participants of any provision of this Agreement; provided that such agreement matters under the Credit Documents, and Agent and the other Lenders shall not have any obligation or instrument may provide that such Lender will not, without the consent of the Participant, agree liability to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees that each Each Participant shall be entitled to the benefits of Sections 4.01, 4.02, 4.03, 4.04 Section 5.8 (subject to the requirements and 4.05 limitations therein and Section 5.9 (it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each 12.3; provided that such Participant also shall not be entitled to receive any greater payment under Section 5.8, with respect to any participation, than its participating Lender would have been entitled to receive, except to the benefits of Section 12.01 as though it were extent such entitlement to receive a Lender, provided such greater payment results from a Change in Law that occurs after the Participant agrees to be subject to Section 12.02 as though it were a Lenderacquired the applicable participation.

Permitted Participants; Effect. Any Subject to the terms set forth in ------------------------------ this Section 12.2, any Lender may, without in the consent ordinary course of the Borrowerits business and ------------ in accordance with applicable law, the Administrative Agent, the Issuing Banks or the Swing Line Bank, at any time sell participations to one or more banks or other entities (other than Disqualified Lenders"PARTICIPANTS") (a “Participant”) participating interests in all or a portion any Loan owing to such Lender, any Commitment of such Lender’s rights and obligations , any L/C Interest of such Lender or any other interest of such Lender under this Agreement (including all the Loan Documents on a pro-rata or a portion of its Commitments and the Loans owing to it)non-pro-rata basis; provided that (i) without the prior written consent of the -------- Agent, the amount of such participation shall not be for less than $5,000,000. Notice of such participation to the Company and the Agent shall be required prior to any participation becoming effective with respect to a Participant which is not a Lender or an Affiliate thereof. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s 's obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, such Lender shall remain the owner of all Loans made by it for all purposes under the Loan Documents, all amounts payable by the Borrowers and (iii) the BorrowerSubsidiary Obligors under this Agreement shall be determined as if such Lender had not sold such participating interests, the Administrative Agent, the Issuing Banks and the other Lenders Borrowers, Subsidiary Obligors and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement. Any agreement or instrument pursuant the Loan Documents except that, for purposes of Article III hereof, the ----------- Participants shall be entitled to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreementsame rights as if they were Lenders; provided however that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees that each no Participant shall be entitled to receive any greater ----- ------- payment under such Article III than the benefits of Sections 4.01, 4.02, 4.03, 4.04 and 4.05 Lender would have been entitled to ------------ receive with respect to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 as though it were a Lender, provided such Participant agrees to be subject to Section 12.02 as though it were a Lenderrights participated.

Permitted Participants; Effect. Any Subject to the terms set forth in this Section 14.2, any Lender may, without in the consent ordinary course of the Borrowerits business and in accordance with applicable law, the Administrative Agent, the Issuing Banks or the Swing Line Bank, at any time sell participations to one or more banks or other entities (other than Disqualified Lenders) (a “ParticipantParticipants”) participating interests in all or a portion any Loan owing to such Lender, any Commitment of such Lender’s rights and obligations , any L/C Interest of such Lender or any other interest of such Lender under the Loan Documents on a pro rata or non-pro rata basis. Each Lender that sells a participating interest in any Loan or other interest to a Participant shall, as agent of the Borrower solely for the purpose of this Agreement (including all or a portion of its Commitments Section 14.2, record in book entries maintained by such Lender the name and the Loans owing amount of the participating interest of each Participant entitled to it); provided that (i) receive payments in respect of such participating interests. Moreover, notwithstanding such recordation, such participation shall not be considered an assignment under Section 14.3 and such Participant shall not be considered a Lender. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, such Lender shall remain the owner of all Loans made by it for all purposes under the Loan Documents, all amounts payable by the applicable Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and (iii) the Borrower, applicable Borrower and the Administrative Agent, the Issuing Banks and the other Lenders Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement Loan Documents except that, for purposes of Section 2.16, Article IV and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section9.2, the Borrower agrees that each Participants shall be entitled to the same rights as if they were Lenders. Notwithstanding anything herein to the contrary, no Participant shall be entitled to the benefits of Sections 4.01, 4.02, 4.03, 4.04 and 4.05 to the same extent as if it were a Lender and had acquired its interest by assignment receive any greater amount pursuant to Section 13.03. To 2.16 or Section 4.1 than the extent permitted by law, each Participant also shall be transferor Lender would have been entitled to receive in respect of the benefits amount of Section 12.01 as though it were a Lender, provided the participation transferred by such transferor Lender to such Participant agrees to be subject to Section 12.02 as though it were a Lenderhad no such transfer occurred.

Permitted Participants; Effect. Any Subject to the terms set forth in this Section 14.2, any Lender may, without in the consent ordinary course of the Borrowerits business and in accordance with applicable law, the Administrative Agent, the Issuing Banks or the Swing Line Bank, at any time sell participations to one or more banks or other entities (other than Disqualified Lenders"PARTICIPANTS") (a “Participant”) participating interests in all or a portion any Loan owing to such Lender, the Commitment of such Lender’s rights , any L/C Interest of such Lender or 106 115 any other interest of such Lender under the Loan Documents on a pro rata or non-pro rata basis. Notice of such participation to the Company and the Administrative Agent shall be required prior to any participation becoming effective with respect to a Participant which is not a Lender, Designated Lender or an Affiliate thereof. Upon receiving said notice, the Administrative Agent shall record the participation in the Register it maintains. Moreover, notwithstanding such recordation, such participation shall not be considered an assignment under Section 14.3 of this Agreement and such Participant shall not be considered a Lender. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, such Lender shall remain the owner of all Loans made by it for all purposes under the Loan Documents, all amounts payable by the applicable Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and (iii) the Borrower, applicable Borrower and the Administrative Agent, the Issuing Banks and the other Lenders Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendmentLoan Documents except that, modification or waiver for purposes of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this SectionArticle IV hereof, the Borrower agrees that each Participant Participants shall be entitled to the benefits of Sections 4.01, 4.02, 4.03, 4.04 and 4.05 to the same extent rights as if it they were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 as though it were a Lender, provided such Participant agrees to be subject to Section 12.02 as though it were a LenderLenders.

Permitted Participants; Effect. Any Subject to Section 14.2.3, any Lender may, without the consent of the Borrower, the Administrative Agent, the Issuing Banks or the Swing Line Bank, may sell participations to one or more banks or other entities a financial institution (other than Disqualified Lenders) (a “Participant”) a participating interest in all or a portion of such Lender’s the rights and obligations of such Lender under this Agreement (including all or any Loan Documents. Despite any sale by a portion Lender of its Commitments and the Loans owing participating interests to it); provided that (i) a Participant, such Lender’s obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender it shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, it shall remain the holder of its Loans and (iii) the BorrowerCommitments for all purposes, the all amounts payable by Borrower shall be determined as if it had not sold such participating interests, and Borrower and Administrative Agent, the Issuing Banks and the other Lenders Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Each Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver be solely responsible for notifying its Participants of any provision of this Agreement; provided that such agreement matters under the Loan Documents, and Administrative Agent and the other Lenders shall not have any obligation or instrument may provide that such Lender will not, without the consent of the Participant, agree liability to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.9 unless Borrower agrees otherwise in writing. Subject to paragraph (b) of this Sectionthe foregoing, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.013.7, 4.02, 4.03, 4.04 3.9 and 4.05 5.9 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also 14.3; provided that a participant shall not be entitled to receive any greater payment under Section 3.7 or 5.9 than the benefits applicable Lender would have been entitled to receive with respect to the participation sold to such participant, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after such participant acquired the participation or unless the sale of Section 12.01 as though it were a Lender, provided the participation to such Participant agrees participant is made with Borrower’s prior written consent (not to be subject unreasonably withheld or delayed); provided further that, except as specifically required by the previous sentence, nothing herein shall require any notice to Section 12.02 as though it were a LenderBorrower or any other Person in connection with the sale of any participation.

Permitted Participants; Effect. Any Subject to Section 13.3.3, any Lender may, without may sell to a financial institution ("Participant") a participating interest in the consent of the Borrower, the Administrative Agent, the Issuing Banks or the Swing Line Bank, sell participations to one or more banks or other entities (other than Disqualified Lenders) (a “Participant”) in all or a portion of such Lender’s rights and obligations of such Lender under this Agreement (including all or any Loan Documents. Despite any sale by a portion Lender of its Commitments and the Loans owing participating interests to it); provided that (i) a Participant, such Lender’s 's obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender it shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, it shall remain the holder of its Loans and (iii) the BorrowerCommitments for all purposes, the Administrative Agentall amounts payable by Borrowers shall be determined as if it had not sold such participating interests, the Issuing Banks and the other Lenders Borrowers and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Each Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver be solely responsible for notifying its Participants of any provision of this Agreement; provided that such agreement matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or instrument may provide that such Lender will not, without the consent of the Participant, agree liability to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees The Borrowers agree that each Participant shall be entitled to the benefits of Sections 4.013.7, 4.023.9 and 5.9 (subject to the requirements and limitations therein, 4.03, 4.04 and 4.05 including the requirements under Section 5.10 (it being understood that the documentation required under Section 5.10 shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each 13.3; provided that a Participant also that would be a Foreign Lender if it were a Lender shall not be entitled to receive any greater payment under Section 3.7, 3.9 or 5.9 than its participating Lender would have been entitled to receive, except to the benefits of Section 12.01 as though it were extent such entitlement to receive a Lender, provided such greater payment results from a Change in Law that occurs after the Participant agrees to be subject to Section 12.02 as though it were a Lenderacquired the applicable participation.

Permitted Participants; Effect. Any Lender may, without in the consent ordinary course of the Borrowerits business and in accordance with Applicable Law, the Administrative Agent, the Issuing Banks or the Swing Line Bank, at any time sell participations to one or more banks or other entities (a financial institution other than Disqualified Lenders) a Defaulting Lender (a “Participant”) a participating interest in all or a portion of such Lender’s the rights and obligations of such Lender under this Agreement (including all or any Loan Documents. Despite any sale by a portion Lender of its Commitments and the Loans owing participating interests to it); provided that (i) a Participant, such Lender’s obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, such Lender shall remain the holder of its Loans and (iii) the BorrowerCommitments for all purposes, the Administrative Agentall amounts payable by Borrowers shall be determined as if such Lender had not sold such participating interests, the Issuing Banks and the other Lenders Borrowers and each Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Each Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver be solely responsible for notifying its Participants of any provision of this Agreement; provided that such agreement matters under the Loan Documents, and each Agent and the other Lenders shall not have any obligation or instrument may provide that such Lender will not, without the consent of the Participant, agree liability to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Sectionthe following sentence, the each Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.01Section 2.06(j), 4.02Section 2.12, 4.03Section 2.13, 4.04 Section 2.15, Section 2.16, Section 2.21, and 4.05 Section 7.10 (subject to the requirements of those Sections) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (c) of this Section 13.03. To (and such Participant shall be deemed to be a Lender for purposes of the extent permitted by law, each definition of Excluded Taxes); provided that a Participant also shall not be entitled to such benefits unless (A) such Participant and its respective participation are recorded in the benefits of Register in accordance with Section 12.01 11.04(c) as though it if such Participant were a Lender and (B) such Participant complies with Section 2.15 as if such Participant were a Lender. A Participant shall not be entitled to receive any greater payment under Section 2.06(j), provided Section 2.12, Section 2.13, Section 2.15, Section 2.16, Section 2.21, and Section 7.10 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant agrees to be subject to Section 12.02 as though it were a Lenderis made with Administrative Borrower’s prior written consent.

Permitted Participants; Effect. Any Lender may, without the consent of the Borrower, the Administrative Agent, the Issuing Banks or the Swing Line BankSwingline Lender, sell participations to one or more banks or other entities (other than Disqualified Lenders) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments Revolving Loan Commitment and the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.03 9.3 that adversely affects such Participant. Subject to paragraph (bB) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.014.1, 4.024.2, 4.034.3, 4.04 4.4 and 4.05 4.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.0313.3. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 12.1 as though it were a Lender, provided such Participant agrees to be subject to Section 12.02 12.2 as though it were a Lender.

Permitted Participants; Effect. Any Lender may, without in the consent ordinary course of the Borrowerits business and in accordance with Applicable Law, the Administrative Agent, the Issuing Banks or the Swing Line Bank, at any time sell participations to one or more banks or other entities (a financial institution other than Disqualified Lenders) a Defaulting Lender (a “Participant”) a participating interest in all or a portion of such Lender’s the rights and obligations of such Lender under this Agreement (including all or any Loan Documents. Despite any sale by a portion Lender of its Commitments and the Loans owing participating interests to it); provided that (i) a Participant, such Lender’s obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, such Lender shall remain the holder of its Loans and (iii) the BorrowerCommitments for all purposes, the Administrative Agentall amounts payable by Borrowers shall be determined as if such Lender had not sold such participating interests, the Issuing Banks and the other Lenders Borrowers and each Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Each Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver be solely responsible for notifying its Participants of any provision of this Agreement; provided that such agreement matters under the Loan Documents, and each Agent and the other Lenders shall not have any obligation or instrument may provide that such Lender will not, without the consent of the Participant, agree liability to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Sectionthe following sentence, the each Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.01Section 2.06(j), 4.02Section 2.12, 4.03Section 2.13, 4.04 Section 2.15, Section 2.16, Section 2.21, and 4.05 Section 7.10 (subject to the requirements of those Sections) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (c) of this Section 13.03. To (and such Participant shall be deemed to be a Lender for purposes of the extent permitted by law, each definition of Excluded Taxes); provided that a Participant also shall not be entitled to such benefits unless (A) such Participant and its respective participation are recorded in the benefits of Register in accordance with Section 12.01 11.04(d) as though it if such Participant were a Lender and (B) such Participant complies with Section 2.15 as if such Participant were a Lender. A Participant shall not be entitled to receive any greater payment under Section 2.06(j), provided Section 2.12, Section 2.13, Section 2.15, Section 2.16, Section 2.21, and Section 7.10 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant agrees to be subject to Section 12.02 as though it were a Lender.is made with Administrative Borrower’s prior written consent. 1125931.03I-XXXXX000000000.05E-CHISR01A - MSW

Permitted Participants; Effect. Any Lender may, without in the consent ordinary course of the Borrowerits business and in accordance with Applicable Law, the Administrative Agent, the Issuing Banks or the Swing Line Bank, at any time sell participations to one or more banks or other entities financial institutions (other than Disqualified Lenderseach a "Participant") (a “Participant”) participating interest in all or a portion any of the Obligations owing to such Lender, any Commitment of such Lender or any other interest of such Lender under any of the Loan Documents. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s rights and 's obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, such Lender shall remain the holder of its Loans and (iii) Commitments for all purposes under the BorrowerLoan Documents, all amounts payable by Borrowers under this Agreement and any of the Notes shall be determined as if such Lender had not sold such participating interests, and Borrowers and Administrative Agent, the Issuing Banks and the other Lenders Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreementthe Loan Documents. Any agreement or instrument pursuant to which If a Lender sells such a participation shall provide that to a Person other than an Affiliate of such Lender, then such Lender shall retain give prompt written notice thereof to Borrowers and the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided other Lenders. A Participant that such agreement or instrument may provide that such would be a Foreign Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees that each Participant if it were a Lender shall not be entitled to the benefits of Sections 4.01SECTION 5.9 unless Borrowers are notified of the participation sold to Participant and such Participant agrees, 4.02for the benefit of Borrowers, 4.03, 4.04 and 4.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 comply with SECTION 5.10 as though it were a Lender, provided such Participant agrees to be subject to Section 12.02 as though it were a Lender.

Permitted Participants; Effect. Any Lender may, without in the consent ordinary course of the Borrowerits business and in accordance with Applicable Law, the Administrative Agent, the Issuing Banks or the Swing Line Bank, at any time sell participations to one or more banks or other entities a financial institution (other than Disqualified Lenders) (a “Participant”) a participating interest in all or a portion of such Lender’s the rights and obligations of such Lender under this Agreement (including all or any Loan Documents. Despite any sale by a portion Lender of its Commitments and the Loans owing participating interests to it); provided that (i) a Participant, such Lender’s obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, such Lender shall remain the holder of its Loans and (iii) the BorrowerCommitments for all purposes, the Administrative Agentall amounts payable by Borrowers shall be determined as if such Lender had not sold such participating interests, the Issuing Banks and the other Lenders Borrowers and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Each Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver be solely responsible for notifying its Participants of any provision of this Agreement; provided that such agreement matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or instrument may provide that such Lender will not, without the consent of the Participant, agree liability to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees A Participant that each Participant shall would be entitled to the benefits of Sections 4.01, 4.02, 4.03, 4.04 and 4.05 to the same extent as a Foreign Lender if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also shall not be entitled to the benefits of Section 12.01 5.9 unless Borrowers agree otherwise in writing and such Participant agrees, for the benefit of the Borrowers, to comply with the requirements of Section 5.10 as though it were a Lender; provided, provided that in no event shall any Participant be entitled to receive any greater amount pursuant to Section 5.9 than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant agrees to be subject to Section 12.02 as though it were a Lenderhad no such transfer occurred.

Permitted Participants; Effect. Any Lender may, without in the consent ordinary course of the Borrowerits business and in accordance with Applicable Law, the Administrative Agent, the Issuing Banks or the Swing Line Bank, at any time sell participations to one or more banks or other entities (a financial institution other than Disqualified Lenders) a Defaulting Lender (a “Participant”) a participating interest in all or a portion of such Lender’s the rights and obligations of such Lender under this Agreement (including all or any Loan Documents. Despite any sale by a portion Lender of its Commitments and the Loans owing participating interests to it); provided that (i) a Participant, such LenderXxxxxx’s obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, such Lender shall remain the holder of its Loans and (iii) the BorrowerCommitments for all purposes, the Administrative Agentall amounts payable by Borrowers shall be determined as if such Lender had not sold such participating interests, the Issuing Banks and the other Lenders Borrowers and each Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Each Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver be solely responsible for notifying its Participants of any provision of this Agreement; provided that such agreement matters under the Loan Documents, and each Agent and the other Lenders shall not have any obligation or instrument may provide that such Lender will not, without the consent of the Participant, agree liability to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Sectionthe following sentence, the each Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.01Section 2.06(k), 4.02Section 2.12, 4.03Section 2.13, 4.04 Section 2.15, Section 2.16, Section 2.21, and 4.05 Section 7.10 (subject to the requirements of those Sections) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (c) of this Section 13.03. To (and such Participant shall be deemed to be a Lender for purposes of the extent permitted by law, each definition of Excluded Taxes); provided that a Participant also shall not be entitled to such benefits unless (A) such Participant and its respective participation are recorded in the benefits of Register in accordance with Section 12.01 11.04(d) as though it if such Participant were a Lender and (B) such Participant complies with Section 2.15 as if such Participant were a Lender. A Participant shall not be entitled to receive any greater payment under Section 2.06(k), provided Section 2.12, Section 2.13, Section 2.15, Section 2.16, Section 2.21, and Section 7.10 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant agrees to be subject to Section 12.02 as though it were a Lenderis made with Administrative Borrower’s prior written consent.

Permitted Participants; Effect. Any Subject to Section 13.3.3, any Lender may, without the consent of the Borrower, the Administrative Agent, the Issuing Banks or the Swing Line Bank, may sell participations to one or more banks or other entities a financial institution (other than Disqualified Lenders) (a “Participant”) a participating interest in all or a portion of such Lender’s the rights and obligations of such Lender US-DOCS\123034949.14 under this Agreement (including all or any Loan Documents. Despite any sale by a portion Lender of its Commitments and the Loans owing participating interests to it); provided that (i) a Participant, such Lender’s obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender it shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, it shall remain the holder of its Loans and (iii) the BorrowerCommitments for all purposes, the Administrative Agentall amounts payable by Borrowers shall be determined as if it had not sold such participating interests, the Issuing Banks and the other Lenders Borrowers and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Each Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver be solely responsible for notifying its Participants of any provision of this Agreement; provided that such agreement matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or instrument may provide that such Lender will not, without the consent of the Participant, agree liability to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees The Borrowers agree that each Participant shall be entitled to the benefits of Sections 4.013.7, 4.023.9 and 5.9 (subject to the requirements and limitations therein, 4.03, 4.04 and 4.05 including the requirements under Section 5.10 (it being understood that the documentation required under Section 5.10 shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each 13.3; provided that a Participant also that would be a Foreign Lender if it were a Lender shall not be entitled to receive any greater payment under Section 3.7, 3.9 or 5.9 than its participating Lender would have been entitled to receive, except to the benefits of Section 12.01 as though it were extent such entitlement to receive a Lender, provided such greater payment results from a Change in Law that occurs after the Participant agrees to be subject to Section 12.02 as though it were a Lenderacquired the applicable participation.

Permitted Participants; Effect. Any Lender may, without in the consent ordinary course of the Borrowerits business and in accordance with Applicable Law, the Administrative Agent, the Issuing Banks or the Swing Line Bank, at any time sell participations to one or more banks or other entities financial institutions (other than Disqualified Lenders) (each a “Participant”) a participating interest in all or a portion any of the Obligations owing to such Lender, any Commitment of such Lender’s rights and obligations Lender or any other interest of such Lender under this Agreement (including all or any of the Loan Documents. In the event of any such sale by a portion Lender of its Commitments and the Loans owing participating interests to it); provided that (i) a Participant, such Lender’s obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, such Lender shall remain the holder of its Loans and (iii) Commitments for all purposes under the BorrowerLoan Documents, all amounts payable by Borrowers under this Agreement and any of the Administrative AgentNotes shall be determined as if such Lender had not sold such participating interests, the Issuing Banks and the other Lenders Borrowers and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Loan Documents. Any agreement or instrument pursuant to which If a Lender sells such a participation shall provide that to a Person other than an Affiliate of such Lender, then such Lender shall retain give prompt written notice thereof to Borrowers and the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided other Lenders. A Participant that such agreement or instrument may provide that such would be a Foreign Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.01, 4.02, 4.03, 4.04 and 4.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also shall not be entitled to the benefits of Section 12.01 5.9 unless Borrowers are notified of the participation sold to Participant and such Participant agrees, for the benefit of Borrowers, to comply with Section 5.10 as though it were a Lender, provided such Participant agrees to be subject to Section 12.02 as though it were a Lender.

Permitted Participants; Effect. Any Lender may, without in the consent ordinary course of the Borrowerits business and in accordance with Applicable Law, the Administrative Agent, the Issuing Banks or the Swing Line Bank, at any time sell participations to one or more banks or other entities (other than Disqualified Lenders) (a “ParticipantParticipants”) participating interests in all any Loan owing to such Lender, any Note held by such Lender or a portion any other interest of such Lender’s rights and obligations Lender under this Agreement (including all or the Loan Documents. In the event of any such sale by a portion Lender of its Commitments and the Loans owing participating interests to it); provided that (i) a Participant, such Lender’s obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, such Lender shall remain the owner of its Loans and (iii) the Borrowerholder of any Note issued to it in evidence thereof for all purposes under the Loan Documents, all amounts payable by the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrower and the Administrative Agent, the Issuing Banks and the other Lenders Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification or waiver described in the proviso to Section 9.03 7.2 that adversely affects such Participant. Subject to paragraph (b) of this Section, the The Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.012.16.1, 4.022.16.2, 4.032.17, 4.04 and 4.05 2.18 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.0311.3; provided that such Participant (A) agrees to be subject to the provisions of Section 2.19 as if it were an assignee under Section 11.3 and (B) shall not be entitled to receive any greater payment under Section 2.16 or 2.17, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.19 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 10.1 as though it were a Lender, ; provided that such Participant agrees to be subject to Section 12.02 10.2 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other Obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Permitted Participants; Effect. Any Subject to Section 14.2.3, any Lender may, without the consent of the Borrower, the Administrative Agent, the Issuing Banks or the Swing Line Bank, may sell participations to one or more banks or other entities a financial institution (other than Disqualified Lenders) (a “Participant”) a participating interest in all or a portion of such Lender’s the rights and obligations of such Lender under this Agreement (including all or any Loan Documents. Despite any sale by a portion Lender of its Commitments and the Loans owing participating interests to it); provided that (i) a Participant, such Lender’s obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender it shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, it shall remain the holder of its Loans and (iii) the BorrowerCommitments for all purposes, the all amounts payable by Borrower shall be determined as if it had not sold such participating interests, and Borrower and Administrative Agent, the Issuing Banks and the other Lenders Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Each Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver be solely responsible for notifying its Participants of any provision of this Agreement; provided that such agreement matters under the Loan Documents, and Administrative Agent and the other Lenders shall not have any obligation or instrument may provide that such Lender will not, without the consent of the Participant, agree liability to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.9 unless Xxxxxxxx agrees otherwise in writing. Subject to paragraph (b) of this Sectionthe foregoing, the Borrower Xxxxxxxx agrees that each Participant shall be entitled to the benefits of Sections 4.013.7, 4.02, 4.03, 4.04 3.9 and 4.05 5.9 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also 14.3; provided that a participant shall not be entitled to receive any greater payment under Section 3.7 or 5.9 than the benefits applicable Lender would have been entitled to receive with respect to the participation sold to such participant, except to the extent such entitlement to receive a greater payment results from a Change in US-DOCS\135051485.13 Law that occurs after such participant acquired the participation or unless the sale of Section 12.01 as though it were a Lender, provided the participation to such Participant agrees participant is made with Xxxxxxxx’s prior written consent (not to be subject unreasonably withheld or delayed); provided further that, except as specifically required by the previous sentence, nothing herein shall require any notice to Section 12.02 as though it were a LenderBorrower or any other Person in connection with the sale of any participation.

Permitted Participants; Effect. Any Subject to the terms set forth in ------------------------------ this Section 13.2, any Lender may, without in the consent ordinary course of the Borrowerits business and in ------------ accordance with applicable law, the Administrative Agent, the Issuing Banks or the Swing Line Bank, at any time sell participations to one or more banks or other entities (other than Disqualified Lenders"PARTICIPANTS") (a “Participant”) participating interests in all or a portion any Loan owing to such Lender, any Note held by such Lender, any Revolving Loan Commitment of such Lender’s rights and obligations , any L/C Interest of such Lender or any other interest of such Lender under this Agreement (including all the Loan Documents on a pro-rata or a portion of its Commitments and the Loans owing to it)non pro-rata basis; provided provided, however, -------- ------- that (i) without the prior consent of the Agent the amount of such participation shall not be for less than $5,000,000 and (ii) no such participation shall be permitted without the Borrowers' prior written consent (which shall not be unreasonably withheld or delayed). Notice of such participation to Holdings and the Agent shall be required prior to any participation becoming effective with respect to a Participant that is not a Lender or an Affiliate thereof. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s 's obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) obligations, such Lender shall remain the Borrowerholder of any such Note for all purposes under the Loan Documents, all amounts payable by the Administrative AgentBorrowers under this Agreement shall be determined as if such Lender had not sold such participating interests, the Issuing Banks and the other Lenders Borrowers and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendmentLoan Documents except that, modification or waiver for purposes of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this SectionArticle III hereof, the Borrower agrees that each Participant Participants shall be entitled to the benefits of Sections 4.01same ----------- rights as if they were Lenders; provided, 4.02however, 4.03, 4.04 and 4.05 that no Participant shall be -------- ------- entitled to receive any greater payment under such Article III than the Lender would have been entitled to receive with respect to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 as though it were a Lender, provided such Participant agrees to be subject to Section 12.02 as though it were a Lenderrights participated.

Permitted Participants; Effect. Any Lender may, without the consent of the Borrower, the Administrative Agent, Agent or the Issuing Banks or the Swing Line BankBanks, sell participations to one or more banks or other entities (other than Disqualified Lenders) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.01, 4.02, 4.03, 4.04 and 4.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 as though it were a Lender, provided such Participant agrees to be subject to Section 12.02 as though it were a Lender.

Permitted Participants; Effect. Any Subject to Section 14.2.3, any Lender may, without the consent of the Borrower, the Administrative Agent, the Issuing Banks or the Swing Line Bank, may sell participations to one or more banks or other entities a financial institution (other than Disqualified Lenders) (a “Participant”) a participating interest in all or a portion of such Lender’s the rights and obligations of such Lender under this Agreement (including all or any Loan Documents. Despite any sale by a portion Lender of its Commitments and the Loans owing participating interests to it); provided that (i) a Participant, such Lender’s obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender it shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, it shall remain the holder of its Loans and (iii) the BorrowerCommitments for all purposes, the all amounts payable by Borrower shall be determined as if it had not sold such participating interests, and Borrower and Administrative Agent, the Issuing Banks and the other Lenders Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Each Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver be US-DOCS\144726423.10 solely responsible for notifying its Participants of any provision of this Agreement; provided that such agreement matters under the Loan Documents, and Administrative Agent and the other Lenders shall not have any obligation or instrument may provide that such Lender will not, without the consent of the Participant, agree liability to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.9 unless Xxxxxxxx agrees otherwise in writing. Subject to paragraph (b) of this Sectionthe foregoing, the Borrower Xxxxxxxx agrees that each Participant shall be entitled to the benefits of Sections 4.013.7, 4.02, 4.03, 4.04 3.9 and 4.05 5.9 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also 14.3; provided that a participant shall not be entitled to receive any greater payment under Section 3.7 or 5.9 than the benefits applicable Lender would have been entitled to receive with respect to the participation sold to such participant, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after such participant acquired the participation or unless the sale of Section 12.01 as though it were a Lender, provided the participation to such Participant agrees participant is made with Xxxxxxxx’s prior written consent (not to be subject unreasonably withheld or delayed); provided further that, except as specifically required by the previous sentence, nothing herein shall require any notice to Section 12.02 as though it were a LenderBorrower or any other Person in connection with the sale of any participation.

Permitted Participants; Effect. Any Subject to the terms set forth in this Section 13.2, any Lender may, without in the consent ordinary course of the Borrowerits business and in accordance with applicable law, the Administrative Agent, the Issuing Banks or the Swing Line Bank, at any time sell participations to one or more banks or other entities (other than Disqualified Lenders) (a “ParticipantParticipants”) participating interests in all any Loan owing to such Lender or a portion any Commitment of such Lender’s rights and obligations Lender or any other interest of such Lender under this Agreement (including all or the Loan Documents. In the event of any such sale by a portion Lender of its Commitments and the Loans owing participating interests to it); provided that (i) a Participant, such Lender’s obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, such Lender shall remain the owner of all Loans for all purposes under the Loan Documents, all amounts payable by any Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and (iii) the Borrower, the Administrative Agent, the Issuing Banks such Borrower and the other Lenders Global Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendmentLoan Documents except that, modification or waiver for purposes of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this SectionArticle III hereof, the Borrower agrees that each Participant Participants shall be entitled to the benefits of Sections 4.01, 4.02, 4.03, 4.04 and 4.05 same rights as if they were Lenders (subject to the same extent as if requirements and limitations set forth in Article III, including the requirements under Section 3.5(iv) (it were a Lender being understood that the documentation required under Section 3.5(iv) shall be delivered to the participating Lender)) and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each 13.3; provided however that no Participant also shall be entitled to receive any greater payment under Article III than the benefits Lender would have been entitled to receive with respect to the rights participated. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Companies, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant's interest in the obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant's interest in the obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such interest is in registered form under Section 12.01 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as though it were the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Global Administrative Agent (in its capacity as Global Administrative Agent) shall have no responsibility for maintaining a Lender, provided such Participant agrees to be subject to Section 12.02 as though it were a LenderRegister.

Permitted Participants; Effect. Any Lender may, without in the consent ordinary ------------------------------ course of the Borrowerits business and in accordance with applicable law, the Administrative Agent, the Issuing Banks or the Swing Line Bank, at any time sell participations to one or more banks or other entities (other than Disqualified Lenders) (a “Participant”) as used in all or a portion this Section 13, ---------- "Participants"), participating interests in any Loan owing to such Lender, the ------------ Commitment of such Lender’s rights and obligations , or any other interest of such Lender under this Agreement (including all or a portion of its Commitments and the Loans owing to it)other Project Documents; provided that, so long as no Default -------- shall have occurred or be continuing, no Lender may sell any such interests to any entity which is engaged in business in the forest products industry, unless such Lender obtains the prior consent of the Company to such sale, which consent shall not be unreasonably withheld; provided, further, that (i) each participating interest shall -------- ------- be in an aggregate amount of $5,000,000 or more. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s 's obligations under this Agreement the Credit Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) obligations, all amounts payable by the BorrowerCompany under this Agreement shall be determined as if such Lender had not sold such participating interests, the Administrative Agent, the Issuing Banks and the other Lenders Company and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.01, 4.02, 4.03, 4.04 and 4.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 as though it were a Lender, provided such Participant agrees to be subject to Section 12.02 as though it were a LenderCredit Documents.

Permitted Participants; Effect. Any Subject to Section 14.3.3, any Lender may, without the consent of the Borrower, the Administrative Agent, the Issuing Banks or the Swing Line Bank, may sell participations to one or more banks or other entities a financial institution (other than Disqualified Lenders) (a “Participant”) a participating interest in all or a portion of such Lender’s the rights and obligations of such Lender under this Agreement (including all or any Loan Documents. Despite any sale by a portion Lender of its Commitments and the Loans owing participating interests to it); provided that (i) a Participant, such Lender’s obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender it shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, it shall remain the holder of its Loans and (iii) the BorrowerCommitments for all purposes, the all amounts payable by Borrowers shall be determined as if it had not sold such participating interests, and Borrowers and Administrative Agent, the Issuing Banks and the other Lenders Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Each Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver be solely responsible for notifying its Participants of any provision of this Agreement; provided that such agreement matters under the Loan Documents, and Administrative Agent and the other Lenders shall not have any obligation or instrument may provide that such Lender will not, without the consent of the Participant, agree liability to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees Borrowers agree that each Participant shall be entitled to the benefits of Sections 4.013.7, 4.023.9 and 5.8 (subject to the requirements and limitations therein, 4.03, 4.04 and 4.05 the requirements under Section 5.9(it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 as though it were a Lender, 14.3; provided that such Participant (A) agrees to be subject to the provisions of Section 12.02 3.8 and 14.4 as though if it were an assignee under Section 14.3; and (B) shall not be entitled to receive any greater payment under Sections 3.7 and 5.8, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a Lendergreater payment results from a Change in Law that occurs after such Participant acquired the applicable participation.

Permitted Participants; Effect. Any Subject to the terms set forth in this Section 13.2, any Lender may, without in the consent ordinary course of the Borrowerits business and in accordance with applicable law, the Administrative Agent, the Issuing Banks or the Swing Line Bank, at any time sell participations to one or more banks or other entities (other than Disqualified Lenders"PARTICIPANTS") (a “Participant”) participating interests in all or a portion any Loan owing to such Lender, any Note held by such Lender, any Revolving Loan Commitment of such Lender’s rights , any L/C Interest of such Lender or any other interest of such Lender under the Loan Documents on a pro rata or non-pro rata basis. Notice of such participation to the Borrower and the Agent shall be required prior to any participation becoming effective with respect to a Participant which is not a Lender or an Affiliate thereof. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) obligations, such Lender shall remain the Borrowerholder of any such Note for all purposes under the Loan Documents, all amounts payable by the Administrative AgentBorrower under this Agreement shall be determined as if such Lender had not sold such participating interests, the Issuing Banks and the other Lenders Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement. Any agreement or instrument pursuant the Loan Documents except that, for purposes of Article IV hereof, the Participants shall be entitled to which a Lender sells such a participation shall provide the same rights as if they were Lenders; provided, however, that such Participant shall have complied with all requirements required to be complied with by any Lender shall retain the sole right to enforce this Agreement under such Article IV and to approve any amendmentprovided further, modification or waiver of any provision of this Agreement; provided however, that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees that each no Participant shall be entitled to receive any greater amount pursuant to such Article IV than the benefits of Sections 4.01, 4.02, 4.03, 4.04 and 4.05 transferor Lender would have been entitled to receive in respect to the same extent as if it were a amount of the participation transferred by such transferor Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 as though it were a Lender, provided such Participant agrees to be subject to Section 12.02 as though it were a Lenderhad no such transfer occurred.

Permitted Participants; Effect. Any Lender, upon the ---------------------- prior written consent of Borrower (unless the participation is to an Affiliate of the Lender or occurs at such time an Event of Default exists), which consent shall not be unreasonably withheld or delayed, may, without in the consent ordinary course of the Borrowerits business and in accordance with Applicable Law, the Administrative Agent, the Issuing Banks or the Swing Line Bank, at any time sell participations to one or more banks or other entities financial institutions (other than Disqualified Lenderseach a "Participant") (a “Participant”) participating interest in all or a portion any of the Obligations owing to such Lender, any Commitment of such Lender or any other interest of such Lender under any of the Loan Documents; provided that, such approval shall not be unreasonably withheld or delayed, and -------- if Borrowers do not find the participant to be acceptable, Borrowers may within 120 days of such participation, terminate this Agreement and indefeasibly pay in full all of the Obligations without any requirement that they pay the termination charges pursuant to 5.2.3 hereof. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s rights and 's obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, such Lender shall remain the holder of any Note for all purposes under the Loan Documents, all amounts payable by Borrowers under this Agreement and (iii) any of the BorrowerNotes shall be determined as if such Lender had not sold such participating interests, the Administrative Agent, the Issuing Banks and the other Lenders Borrowers and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreementthe Loan Documents. Any agreement or instrument pursuant to which If a Lender sells such a participation shall provide that to a Person other than an Affiliate of such Lender, then such Lender shall retain give prompt written notice thereof to Borrowers and the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.01, 4.02, 4.03, 4.04 and 4.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 as though it were a Lender, provided such Participant agrees to be subject to Section 12.02 as though it were a Lenderother Lenders.

Permitted Participants; Effect. Any Lender may, without the consent of the Borrower, Borrower or the Administrative Agent, the Issuing Banks or the Swing Line Bank, Agent sell participations to one or more banks or other entities (other than Disqualified Lenders) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments Commitment and the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Issuing Banks Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.03 9.3 that adversely affects such Participant. Subject to paragraph (bB) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.014.1, 4.024.2, 4.034.3, 4.04 4.4 and 4.05 4.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.0313.3. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 12.1 as though it were a Lender, provided such Participant agrees to be subject to Section 12.02 12.2 as though it were a Lender.

Permitted Participants; Effect. Any Subject to Section 12.3.3, any Lender may, without the consent of the Borrower, the Administrative Agent, the Issuing Banks or the Swing Line Bank, may sell participations to one or more banks or other entities a financial institution (other than Disqualified Lenders) (a “Participant”) a participating interest in all or a portion of such Lender’s the rights and obligations of such Lender under this Agreement (including all or any Loan Documents. Despite any sale by a portion Lender of its Commitments and the Loans owing participating interests to it); provided that (i) a Participant, such Lender’s obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender it shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, it shall remain the holder of its Loans and (iii) the BorrowerCommitments for all purposes, the Administrative Agentall amounts payable by Borrowers shall be determined as if it had not sold such participating interests, the Issuing Banks and the other Lenders Borrowers and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the Loan Documents (and, for the avoidance of doubt, a Participant shall not constitute a Lender sells such a participation shall provide that such hereunder). Each Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver be solely responsible for notifying its Participants of any provision of this Agreement; provided that such agreement matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or instrument may provide that such Lender will not, without the consent of the Participant, agree liability to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees A Participant that each Participant shall would be entitled to the benefits of Sections 4.01, 4.02, 4.03, 4.04 and 4.05 to the same extent as a Foreign Lender if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also shall not be entitled to the benefits of Section 12.01 5.8 unless Borrowers agree otherwise in writing. Notwithstanding the foregoing or anything in the Loan Documents to the contrary, [***] Bank shall not be considered a “Defaulting Lender” hereunder solely as though it were a Lender, provided such result of any Restatement Date Participant agrees failing to be subject fund its portion of the Restatement Date Commitment Increase or otherwise defaulting in its obligations as a Restatement Date Participant solely with respect to Section 12.02 as though it were a Lenderits portion of the Restatement Date Commitment Increase.

Permitted Participants; Effect. Any Lender may, without in the consent ordinary course of the Borrowerits business and in accordance with Applicable Law, the Administrative Agent, the Issuing Banks or the Swing Line Bank, at any time sell participations to one or more banks or other entities (a financial institution other than Disqualified Lenders) a Defaulting Lender (a “Participant”) a participating interest in all or a portion of such Lender’s the rights and obligations of such Lender under this Agreement (including all or any Loan Documents. Despite any sale by a portion Lender of its Commitments and the Loans owing participating interests to it); provided that (i) a Participant, such Lender’s obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, such Lender shall remain the holder of its Loans and (iii) the BorrowerCommitments for all purposes, the Administrative Agentall amounts payable by Borrowers shall be determined as if such Lender had not sold such participating interests, the Issuing Banks and the other Lenders Borrowers and each Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Each Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver be solely responsible for notifying its Participants of any provision of this Agreement; provided that such agreement matters under the Loan Documents, and each Agent and the other Lenders shall not have any obligation or instrument may provide that such Lender will not, without the consent of the Participant, agree liability to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Sectionthe following sentence, the each Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.01Section 2.06(j), 4.02Section 2.12, 4.03Section 2.13, 4.04 Section 2.15, Section 2.16, Section 2.21, and 4.05 Section 7.10 (subject to the requirements of those Sections) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (c) of this Section 13.03. To (and such Participant shall be deemed to be a Lender for purposes of the extent permitted by law, each definition of Excluded Taxes); provided that a Participant also shall not be entitled to such 1160299.01-CHISR1160299.03H-CHISR02A - MSW benefits unless (A) such Participant and its respective participation are recorded in the benefits of Register in accordance with Section 12.01 11.04(d) as though it if such Participant were a Lender and (B) such Participant complies with Section 2.15 as if such Participant were a Lender. A Participant shall not be entitled to receive any greater payment under Section 2.06(j), provided Section 2.12, Section 2.13, Section 2.15, Section 2.16, Section 2.21, and Section 7.10 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant agrees to be subject to Section 12.02 as though it were a Lenderis made with Administrative Borrower’s prior written consent.

Permitted Participants; Effect. Any Lender may, without in the consent ordinary course of the Borrowerits business and in accordance with Applicable Law, the Administrative Agent, the Issuing Banks or the Swing Line Bank, at any time sell participations to one or more banks or other entities a financial institution (other than Disqualified Lenders) (a “Participant”) a participating interest in all or a portion of such Lender’s the rights and obligations of such Lender under this Agreement (including all or any Loan Documents; provided, that no Disqualified Lender shall be permitted to be a portion Participant. Despite any sale by a Lender of its Commitments and the Loans owing participating interests to it); provided that (i) a Participant, such Lender’s obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, such Lender shall remain the holder of its Loans and (iii) the BorrowerCommitments for all purposes, the Administrative Agentall amounts payable by Loan Parties shall be determined as if such Lender had not sold such participating interests, the Issuing Banks and the other Lenders Loan Parties and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Each Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver be solely responsible for notifying its Participants of any provision of this Agreement; provided that such agreement matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or instrument may provide that such Lender will not, without the consent of the Participant, agree liability to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees A Participant that each Participant shall would be entitled to the benefits of Sections 4.01, 4.02, 4.03, 4.04 and 4.05 to the same extent as a Foreign Lender if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also shall not be entitled to the benefits of Section 12.01 as though it were a Lender5.10 and Section 5.11 unless (x) the Participant 164 agrees to comply with, provided and does in fact comply with, Sections 5.10 and 5.11, and (y) Administrative Borrower agrees otherwise in writing that such Participant agrees to be subject to Section 12.02 as though it were a Lenderis so entitled.

Permitted Participants; Effect. Any Lender may, without the consent of the Borrower, the Administrative Agent, the Issuing Banks Borrower or the Swing Line BankAgent, sell participations to one or more banks or other entities (other than Disqualified Lenders) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments Commitment and the Loans owing to it); provided that (iA) such Lender’s obligations under this Agreement shall remain unchanged, (iiB) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iiiC) the Borrower, the Administrative Agent, the Issuing Banks Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.03 8.2 that adversely affects such Participant. Subject to paragraph (b) of this SectionSection 12.2.2, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.013.1, 4.02, 4.03, 4.04 3.4 and 4.05 3.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03this Article. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 11.1 as though it were a Lender, provided such Participant agrees to be subject to Section 12.02 11.2 as though it were a Lender, and provided further that each Lender shall retain the right of setoff provided in Section 11.1 with respect to the amount of participating interests sold to each Participant. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 11.1, agrees to share with each Lender, any amount received pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with Section 11.2 as if each Participant were a Lender.

Permitted Participants; Effect. Any Subject to Sections 12.3.3, any Lender may, without may sell to a financial institution ("Participant") a participating interest in the consent of the Borrower, the Administrative Agent, the Issuing Banks or the Swing Line Bank, sell participations to one or more banks or other entities (other than Disqualified Lenders) (a “Participant”) in all or a portion of such Lender’s rights and obligations of such Lender under this Agreement (including all or any Credit Documents. Despite any sale by a portion Lender of its Commitments and the Loans owing participating interests to it); provided that (i) a Participant, such Lender’s 's obligations under this Agreement the Credit Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, such Lender shall remain the holder of its Loans and (iii) the BorrowerCommitments for all purposes, the Administrative Agentall amounts payable by Obligors shall be determined as if such Lender had not sold such participating interests, the Issuing Banks and the other Lenders Obligors and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Credit Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Each Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver be solely responsible for notifying its Participants of any provision of this Agreement; provided that such agreement matters under the Credit Documents, and Agent and the other Lenders shall not have any obligation or instrument may provide that such Lender will not, without the consent of the Participant, agree liability to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees that each Each Participant shall be entitled to the benefits of Sections 4.01Section 5.8 (subject to the requirements and limitations therein and Section 5.9 (it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lender)), 4.02, 4.03, 4.04 Section 3.6.1 and 4.05 Section 3.6.2 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each 12.3; provided that such Participant also shall not be entitled to receive any greater payment under Section 5.8, Section 3.6.1 or Section 3.6.2, with respect to any participation, than its participating Lender would have been entitled to receive, except to the benefits of Section 12.01 as though it were extent such entitlement to receive a Lender, provided such greater payment results from a Change in Law that occurs after the Participant agrees to be subject to Section 12.02 as though it were a Lenderacquired the applicable participation.

Permitted Participants; Effect. Any Lender may, without the consent of the Borrower, the Administrative Agent, Agent or the Issuing Banks or the Swing Line BankBanks, sell participations to one or more banks or other entities (other than Disqualified LendersLenders or any natural person) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.01, 4.02, 4.03, 4.04 and 4.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 as though it were a Lender, provided such Participant agrees to be subject to Section 12.02 as though it were a Lender.

Permitted Participants; Effect. Any Lender may, without the consent of the Borrower, Borrower or the Administrative Agent, the Issuing Banks or the Swing Line Bank, sell participations to one or more banks or other entities (other than Disqualified Lenders) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments Commitment and the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Issuing Banks Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.03 9.3 that adversely affects such Participant. Subject to paragraph (bB) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.014.1, 4.024.2, 4.034.3, 4.04 4.4 and 4.05 4.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.0313.3. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 12.1 as though it were a Lender, provided such Participant agrees to be subject to Section 12.02 12.2 as though it were a Lender.

Permitted Participants; Effect. Any Lender may, without in the consent ordinary course of the Borrowerits business and in accordance with Applicable Law, the Administrative Agent, the Issuing Banks or the Swing Line Bank, at any time sell participations to one or more banks or other entities financial institutions (other than Disqualified Lenders) (each a “Participant”) a participating interest in all or a portion any of the Obligations owing to such Lender, any Commitment of such Lender’s rights and obligations Lender or any other interest of such Lender under this Agreement (including all or any of the Loan Documents. In the event of any such sale by a portion Lender of its Commitments and the Loans owing participating interests to it); provided that (i) a Participant, such Lender’s obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, such Lender shall remain the holder of any Note for all purposes under the Loan Documents, all amounts payable by Borrowers under this Agreement and (iii) any of the BorrowerNotes shall be determined as if such Lender had not sold such participating interests, the and Borrowers and Administrative Agent, the Issuing Banks and the other Lenders Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Loan Documents. Any agreement or instrument pursuant to which If a Lender sells such a participation shall provide that to a Person other than an Affiliate of such Lender, then such Lender shall retain give prompt written notice thereof to Borrowers and the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided other Lenders. A Participant that such agreement or instrument may provide that such would be a Foreign Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.01, 4.02, 4.03, 4.04 and 4.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also shall not be entitled to the benefits of Section 12.01 4.9 unless Borrowers are notified of the participation sold to Participant and such Participant agrees, for the benefit of Borrowers, to comply with Section 4.9 as though it were a Lender, provided such Participant agrees to be subject to Section 12.02 as though it were a Lender.

Permitted Participants; Effect. Any Subject to Section 14.2.3, any Lender may, without the consent of the Borrower, the Administrative Agent, the Issuing Banks or the Swing Line Bank, may sell participations to one or more banks or other entities a financial institution (other than Disqualified Lenders) (a “Participant”) a participating interest in all or a portion of such Lender’s the rights and obligations of such Lender under this Agreement (including all or any Loan Documents. Despite any sale by a portion Lender of its Commitments and the Loans owing participating interests to it); provided that (i) a Participant, such 232 Lender’s obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender it shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, it shall remain the holder of its Loans and (iii) the BorrowerCommitments for all purposes, the all amounts payable by Borrower shall be determined as if it had not sold such participating interests, and Borrower and Administrative Agent, the Issuing Banks and the other Lenders Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Each Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver be solely responsible for notifying its Participants of any provision of this Agreement; provided that such agreement matters under the Loan Documents, and Administrative Agent and the other Lenders shall not have any obligation or instrument may provide that such Lender will not, without the consent of the Participant, agree liability to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.9 unless Xxxxxxxx agrees otherwise in writing. Subject to paragraph (b) of this Sectionthe foregoing, the Borrower Xxxxxxxx agrees that each Participant shall be entitled to the benefits of Sections 4.013.7, 4.02, 4.03, 4.04 3.9 and 4.05 5.9 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also 14.3; provided that a participant shall not be entitled to receive any greater payment under Section 3.7 or 5.9 than the benefits applicable Lender would have been entitled to receive with respect to the participation sold to such participant, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after such participant acquired the participation or unless the sale of Section 12.01 as though it were a Lender, provided the participation to such Participant agrees participant is made with Xxxxxxxx’s prior written consent (not to be subject unreasonably withheld or delayed); provided further that, except as specifically required by the previous sentence, nothing herein shall require any notice to Section 12.02 as though it were a LenderBorrower or any other Person in connection with the sale of any participation.

Permitted Participants; Effect. Any Subject to Section 13.3.3, any Lender may, without the consent of the Borrower, the Administrative Agent, the Issuing Banks or the Swing Line Bank, may sell participations to one or more banks or other entities a financial institution (other than Disqualified Lenders) (a “Participant”) a participating interest in all or a portion of such Lender’s the rights and obligations of such Lender under this Agreement (including all or any Loan Documents. Despite any sale by a portion Lender of its Commitments and the Loans owing participating interests to it); provided that (i) a Participant, such Lender’s obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender it shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, it shall remain the holder of its Loans and (iii) the BorrowerCommitments for all purposes, the all amounts payable by Borrower shall be determined as if it had not sold such participating interests, and Borrower and Administrative Agent, the Issuing Banks and the other Lenders Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Each Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver be solely responsible for notifying its Participants of any provision of this Agreement; provided that such agreement matters under the Loan Documents, and Administrative Agent and the other Lenders shall not have any obligation or instrument may provide that such Lender will not, without the consent of the Participant, agree liability to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower Xxxxxxxx agrees that each Participant shall be entitled to the benefits of Sections 4.013.4 and 5.7 (subject to the requirements and limitations of such Sections and Section 5.8; provided, 4.02, 4.03, 4.04 and 4.05 that any documentation required under Section 5.8 shall be delivered solely to the applicable participating Lender) to the same extent as if it were a Lender Xxxxxx and had acquired its interest by assignment pursuant to Section 13.0313.1. To the extent permitted by law, each A Participant also shall not be entitled to receive any greater payment under Section 3.4 or 5.7 than the benefits applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, except to the extent such entitlement to a greater payment results from a Change in Law occurring after the sale of Section 12.01 as though it were the participation. Each Lender that sells a Lenderparticipation agrees, provided such Participant agrees at Xxxxxxxx’s request and expense, to be subject use reasonable efforts to Section 12.02 as though it were a Lendercooperate with Borrower to effectuate the provisions of Sections 3.5 and 13.4 with respect to any Participant.

Permitted Participants; Effect. Any Lender may, without the consent of of, or notice to, the Borrower, the Administrative Agent, the Issuing Banks or the Swing Line Bank, sell participations to one or more banks or other entities (other than Disqualified Lenders) (a “Participant”) ), other than an Ineligible Institution, in all or a portion of such Lender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitments and Commitment and/or the Loans owing to it); provided that (iA) such Lender’s obligations under this Agreement shall remain unchanged, ; (iiB) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations; and (iiiC) the Borrower, the Administrative Agent, the Issuing Banks Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such LenderLxxxxx’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.03 8.2 that adversely affects such Participant. Subject to paragraph (b) of this Section, the The Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.013.1, 4.023.2 and 3.4 (subject to the requirements and limitations therein, 4.03, 4.04 including the requirements under Sections 3.4(vi) (it being understood that the documentation required under Sections 3.4(vi) shall be delivered to the participating Lender and 4.05 the information)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.0312.3; provided that such Participant (A) agrees to be subject to the provisions of Section 3.6 as if it were an assignee under Section 12.3; and (B) shall not be entitled to receive any greater payment under Section 3.1 or 3.4, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.4(ii) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 11.1 as though it were a Lender, ; provided that such Participant agrees to be subject to Section 12.02 11.2 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Permitted Participants; Effect. Any Subject to the terms set forth in this Section 14.2, any Lender may, without in the consent ordinary course of the Borrowerits business and in accordance with applicable law, the Administrative Agent, the Issuing Banks or the Swing Line Bank, at any time sell participations to one or more banks or other entities (other than Disqualified Lenders) (a “ParticipantParticipants”) participating interests in all or a portion any Loan owing to such Lender, any Commitment of such Lender’s rights and obligations , any L/C Interest of such Lender or any other interest of such Lender under the Loan Documents on a pro rata or non-pro rata basis. Each Lender that sells a participating interest in any Loan or other interest to a Participant shall, as agent of the Borrower solely for the purpose of this Agreement (including all or a portion of its Commitments Section 14.2, record in book entries maintained by such Lender the name and the Loans owing amount of the participating interest of each Participant entitled to it); provided that (i) receive payments in respect of such participating interests. Moreover, notwithstanding such recordation, such participation shall not be considered an assignment under Section 14.3 and such Participant shall not be considered a Lender. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, such Lender shall remain the owner of all Loans made by it for all purposes under the Loan Documents, all amounts payable by the applicable Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and (iii) the Borrower, applicable Borrower and the Administrative Agent, the Issuing Banks and the other Lenders Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement Loan Documents except that, for purposes of Section 2.15, Article IV and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section9.2, the Borrower agrees that each Participants shall be entitled to the same rights as if they were Lenders. Notwithstanding anything herein to the contrary, no Participant shall be entitled to the benefits of Sections 4.01, 4.02, 4.03, 4.04 and 4.05 to the same extent as if it were a Lender and had acquired its interest by assignment receive any greater amount pursuant to Section 13.03. To 2.15 or Section 4.1 than the extent permitted by law, each Participant also shall be transferor Lender would have been entitled to receive in respect of the benefits amount of Section 12.01 as though it were a Lender, provided the participation transferred by such transferor Lender to such Participant agrees to be subject to Section 12.02 as though it were a Lenderhad no such transfer occurred.

Permitted Participants; Effect. Any Lender may, without in the consent ordinary course of the Borrowerits business and in accordance with Applicable Law, the Administrative Agent, the Issuing Banks or the Swing Line Bank, at any time sell participations to one or more banks or other entities financial institutions (other than Disqualified Lenderseach a "Participant") (a “Participant”) participating interest in all or a portion any of the Obligations owing to such Lender, any Commitment of such Lender or any other interest of such Lender under any of the Loan Documents. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s rights and 's obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, such Lender shall remain the holder of its Loans and (iii) Commitments for all purposes under the BorrowerLoan Documents, all amounts payable by Borrowers under this Agreement and any of the Administrative AgentNotes shall be determined as if such Lender had not sold such participating interests, the Issuing Banks and the other Lenders Borrowers and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreementthe Loan Documents. Any agreement or instrument pursuant to which If a Lender sells such a participation shall provide that to a Person other than an Affiliate of such Lender, then such Lender shall retain give prompt written notice thereof to Borrowers and the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided other Lenders. A Participant that such agreement or instrument may provide that such would be a Foreign Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees that each Participant if it were a Lender shall not be entitled to the benefits of Sections 4.01SECTION 5.9 unless Borrowers are notified of the participation sold to Participant and such Participant agrees, 4.02for the benefit of Borrowers, 4.03, 4.04 and 4.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 comply with SECTION 5.10 as though it were a Lender, provided such Participant agrees to be subject to Section 12.02 as though it were a Lender.

Permitted Participants; Effect. Any Lender may, without in the consent ordinary course of the Borrowerits business and in accordance with Applicable Law, the Administrative Agent, the Issuing Banks or the Swing Line Bank, at any time sell participations to one or more banks or other entities a financial institution (other than Disqualified Lenders) (a “Participant”) a participating interest in all or a portion of such Lender’s the rights and obligations of such Lender under this Agreement (including all or any Loan Documents. Despite any sale by a portion Lender of its Commitments and the Loans owing participating interests to it); provided that (i) a Participant, such Lender’s obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, such Lender shall remain the holder of its Loans and (iii) the BorrowerCommitments for all purposes, the Administrative Agentall amounts payable by Borrowers shall be determined as if such Lender had not sold such participating interests, the Issuing Banks and the other Lenders Borrowers and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Each Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver be solely responsible for notifying its Participants of any provision of this Agreement; provided that such agreement matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or instrument may provide that such Lender will not, without the consent of the Participant, agree liability to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees A Participant that each Participant shall would be entitled to the benefits of Sections 4.01, 4.02, 4.03, 4.04 and 4.05 to the same extent as a Foreign Lender if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also shall not be entitled to the benefits of Section 12.01 as though 5.9 unless Borrowers agree otherwise in writing and such Participant agrees, for the benefit of the Borrowers, to comply with the requirements of Section 5.10 asthough it were a Lender; provided, provided that in no event shall any Participant be entitled to receive any greater amount pursuant to Section 5.9 than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant agrees to be subject to Section 12.02 as though it were a Lenderhad no such transfer occurred.

Permitted Participants; Effect. Any Lender maymay at any time, without the consent of of, or notice to, the Borrower, Borrower or the Administrative Agent, the Issuing Banks or the Swing Line Bank, sell participations to one or more banks or other entities any Person (other than Disqualified Lendersa natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitments and Commitment and/or the Loans (including such Lender’s participations in Swing Loans) owing to it); provided that (ia) such Lender’s obligations under this Agreement shall remain unchanged, (iib) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and obligations, (iiic) the Borrower, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this AgreementAgreement and (d) except in the case of any such participation sold to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, each such participation shall be in an amount of not less than $10,000,000, or shall be in an amount of such Lender’s entire remaining Commitment and the Loans at the time owing to it. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification or waiver described in the first proviso to Section 9.03 8.3 that adversely affects such Participant. Subject to paragraph (b) of this SectionSection 12.2.2, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.013.1, 4.023.2, 4.03, 4.04 3.4 and 4.05 3.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.0312.3. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 11.1 as though it were a Lender, ; provided such Participant agrees to be subject to Section 12.02 11.2 as though it were a Lender.

Permitted Participants; Effect. Any Lender may, without in the consent ordinary course of the Borrowerits business and in accordance with Applicable Law, the Administrative Agent, the Issuing Banks or the Swing Line Bank, at any time sell participations to one or more banks or other entities a financial institution (other than Disqualified Lenders) (a “Participant”) a participating interest in all or a portion of such Lender’s the rights and obligations of such Lender under this Agreement (including all or any Loan Documents. Despite any sale by a portion Lender of its Commitments and the Loans owing participating interests to it); provided that (i) a Participant, such Lender’s obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, such Lender shall remain the holder of its Loans and (iii) the BorrowerRevolver Commitments for all purposes, the all amounts payable by Borrowers shall be determined as if such Lender had not sold such participating interests, and Borrowers and Administrative Agent, the Issuing Banks and the other Lenders Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Each Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver be solely responsible for notifying its Participants of any provision of this Agreement; provided that such agreement matters under the Loan Documents, and Administrative Agent and the other Lenders shall not have any obligation or instrument may provide that such Lender will not, without the consent of the Participant, agree liability to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees that each A Participant shall be entitled to the benefits of Sections 4.01, 4.02, 4.03, 4.04 and 4.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also shall not be entitled to the benefits of Section 12.01 as though it were a Lender, provided 5.10 unless (a) Borrowers agree otherwise in writing and (b) such Participant agrees shall have complied with the requirements of Section 5.11 including, without limitation, Sections 5.11.2, 5.11.3 and 5.11.4, provided, that, no such Participant shall be entitled to be subject receive any greater amount pursuant to Section 12.02 as though it were a Lender5.10 than the Lender would have been entitled to receive in respect of the amount of the participation transferred by such Lender to such Participant had no such transfer occurred.

Permitted Participants; Effect. Any Lender may, without the consent of the Borrower, the Administrative Agent, the Issuing Banks or the Swing Line Bank, may at any time sell participations to one or more banks or other entities (other than Disqualified Lenders) (a “ParticipantParticipants”) participating interests in all or a portion any Revolving Credit Obligations of such Lender’s rights and obligations , any promissory note issued hereunder held by such Lender, any Revolving Loan Commitment of such Lender or any other interest of such Lender under this Agreement (including all or the Loan Documents. In the event of any such sale by a portion Lender of its Commitments and the Loans owing participating interests to it); provided that (i) a Participant, such Lender’s obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, such Lender shall remain the owner of its Revolving Credit Obligations and (iii) the Borrowerholder of any promissory note issued to it hereunder in evidence thereof for all purposes under the Loan Documents, all amounts payable by the Borrowers under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrowers and the Administrative Agent, the Issuing Banks and the other Lenders Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement Loan Documents, except that, for purposes of Article IV and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b2.14(E) of this Sectionhereof, the Borrower agrees that each Participants shall be entitled to the same rights as if they were Lenders; provided, however, no Participant shall be entitled to receive any greater amount pursuant to Article IV hereof than such Participant’s transferor Lender would have been entitled to receive in respect of the benefits amount of Sections 4.01the participation transferred had no such transfer occurred, 4.02, 4.03, 4.04 and 4.05 except to the same extent as if it were such entitlement to receive a Lender and had greater payment results from a Change in Law that occurs after the Participant acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.01 as though it were a Lender, provided such Participant agrees to be subject to Section 12.02 as though it were a Lenderapplicable Participation.

Permitted Participants; Effect. Any Subject to Section 13.3.3, any Lender may, without the consent of the Borrower, the Administrative Agent, the Issuing Banks or the Swing Line Bank, may sell participations to one or more banks or other entities a financial institution (other than Disqualified Lenders) (a “Participant”) a participating interest in all or a portion of such Lender’s the rights and obligations of such Lender under this Agreement any Loan Documents, provided, however, that any assignment or transfer made to a Participant (including all any assignment of a Foreign Revolver Commitment) shall at least include an assignment or transfer of a portion part of its Commitments and Loan of a principal amount outstanding at that time of an amount at least equivalent to 100,000 Euros, unless it is made to any Person which qualifies as a professional market party (professionele marktpartij) under the Loans owing Dutch Financial Markets Supervision Act (Wet op het financieel toezicht). Despite any sale by a Lender of participating interests to it); provided that (i) a Participant, such LenderXxxxxx’s obligations under this Agreement the Loan Documents shall remain unchanged, (ii) such Lender it shall remain solely responsible to the other parties hereto for the performance of such obligations obligations, it shall remain the holder of its Loans and (iii) the BorrowerBorrower Group Commitments for all purposes, the Administrative Agentall amounts payable by Obligors shall be determined as if it had not sold such participating interests, the Issuing Banks and the other Lenders Obligors and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreementthe Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Each Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver be solely responsible for notifying its Participants of any provision of this Agreement; provided that such agreement matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or instrument may provide that such Lender will not, without the consent of the Participant, agree liability to any amendment, modification or waiver described in the proviso to Section 9.03 that adversely affects such Participant. Subject to paragraph (b) of this Section, the Borrower agrees that each A Participant shall be entitled to the benefits of Sections 4.01, 4.02, 4.03, 4.04 and 4.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.03. To the extent permitted by law, each Participant also shall not be entitled to the benefits of Section 12.01 5.8 unless such Participant agrees to comply with the provisions of Section 5.9 as though it were a Lender (it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lender), provided such Participant agrees and shall not be entitled to be subject receive any greater payment under Sections 3.7 or 5.8 than its participating Lender would have been entitled to Section 12.02 as though it were a Lenderreceive unless U.S. Borrower Agent consents to the participation in writing.