Common use of Sub-participations Clause in Contracts

Sub-participations. Subject to Section 8.06(d), a Lender may at any time grant sub-participations to one or more banks or other entities (a “Participant”) in or to all or any part of its rights and obligations under this Agreement, and to the extent of any such sub-participation (unless otherwise stated therein and except as provided below) the purchaser of such sub-participation shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as it would have if it were such Lender hereunder; provided, however, 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 Borrowers, the Administrative Agent, the Lenders and the Issuing 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 pursuant to which any Lender may grant such a participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such sub-participation agreement may provide that such Lender will not agree to any modification, amendment or waiver of this Agreement described in clause (i), (ii), (iii) or (iv) of Section 8.05 without the consent of the Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.16, 2.17 and 8.03(d) (subject to the requirements and limitations therein, including the requirements under Section 2.16(b) (it being understood that the documentation required under Section 2.16(b) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 2.23 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 2.16 or 2.17, with respect to any sub-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 sub-participation. Each Lender that sells a sub-participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the 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 sub-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.

Sub-participations. Subject to Section 8.06(d(a) Notwithstanding Clause 24.3 (Conditions of Transfer), on or prior to the end of the Certain Funds Period, the prior written consent of the Company (which may be given, withheld, conditioned or delayed in its sole and absolute discretion and shall not, under any circumstances, be deemed given) is required for any Transfer by a Lender may at any time grant sub-participations to one or more banks or other entities (by way of a “Participant”) in or to all or any part of its rights and obligations under this Agreement, and to the extent of any such sub-participation (of any Facility unless otherwise stated therein and except as provided below) the purchaser such Transfer by way of such sub-participation shallis by an Original Lender to any of its Affiliates or, in the case of a Term Facility only, its Related Fund provided that, for the avoidance of doubt, paragraph (o) of Clause 24.3 (Conditions of Transfer) shall apply to any such Transfer. (b) Notwithstanding Clause 24.3 (Conditions of Transfer), after the fullest extent permitted end of the Certain Funds Period, the prior written consent of the Company (which may be given, withheld, conditioned or delayed in its sole and absolute discretion and shall not, under any circumstances, be deemed given except with respect to a proposed Transfer by law, way of sub-participation of Facility B1 or Facility B2 where such consent will be deemed to have been granted if the same rights Company does not respond within ten (10) Business Days of receipt by the Company and benefits hereunder as it would have if it were such each Designated Recipient of a duly completed Transfer Consent Request) is required for any Transfer by a Lender hereunder; provided, however, that by way of a sub-participation unless: (i) such Lender’s obligations under this Agreement shall remain unchanged, the proposed sub-participant is not a person to whom proviso (B) (Overriding Restrictions) of paragraph (b) of Clause 24.3 (Conditions of Transfer) (or any provision thereof) applies; (ii) such Lender shall remain solely responsible to remains a Lender under this Agreement with all rights and obligations pertaining thereto and remains liable under this Agreement and the other parties hereto for the performance of such obligations and Finance Documents in relation to those obligations; (iii) the Borrowers, the Administrative Agent, the Lenders and the Issuing Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s retains at all times exclusive control over all rights and obligations under this Agreement. Any in relation to the participations and Commitments that are the subject of the relevant sub-participation, including all voting and similar rights (for the avoidance of doubt, free of any agreement or understanding pursuant to which it is required to or will consult with any other person in relation to the exercise of any such rights and/or obligations); (iv) the relationship between the Lender may grant such and the proposed sub-participant is that of a participating interest shall provide that such Lender shall retain contractual debtor and creditor (including in the sole right and responsibility to enforce the obligations bankruptcy or similar event of the Borrowers hereunderLender or the Borrower); (v) the proposed sub-participant will have no proprietary interest in the benefit of the Finance Documents or in any monies received by the relevant Lender under or in relation to any of the Finance Documents (in its capacity as sub-participant under that arrangement); 122 Project Meria: Senior Facilties Agreement (vi) the proposed sub-participant will under no circumstances (A) be subrogated to, including, without limitationor be substituted in respect of, the right relevant Lender's claims under any of the Finance Documents or (B) otherwise have any contractual relationship with, or rights against, the Borrower under or in relation to approve any amendment, modification or waiver of any provision of this Agreementthe Finance Documents (in its capacity as sub-participant under that arrangement); provided that such and (vii) the applicable sub-participation agreement may provide states that the conditions above are applicable to further sub-participations (and such Lender will not agree provision must be capable of being relied upon and directly enforceable by the Company against the relevant sub-participant), and, for the avoidance of doubt, paragraph (o) of Clause 24.3 (Conditions of Transfer) shall apply to any modification, amendment or waiver sub-participation which occurs in breach of this Agreement described in clause these provisions. (i), (ii), (iiic) or (iv) of Section 8.05 without the consent of the Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.16, 2.17 and 8.03(d) (subject to the requirements and limitations therein, including the requirements under Section 2.16(b) (it being understood that the documentation required under Section 2.16(b) 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 Without prejudice to paragraph (bo) of this Section; provided that such Participant Clause 24.3 (A) agrees Conditions of Transfer), if, as a result of laws or regulations in force or known to be subject coming into force at the time of any sub-participation the Borrower would be obliged to make payment to the provisions Lender of Section 2.23 as if it were an assignee any amount required to be paid by the Borrower under paragraph Clause 14 (bTaxes) of this Section; and or Clause 15 (B) Increased Costs), that Lender shall not be entitled to receive or claim any greater payment amount under Sections 2.16 or 2.17, with respect to any sub-participation, than its participating Lender those Clauses in excess of the amount that it would have been entitled to receivereceive or claim if that sub-participation had not occurred. (d) Unless the Company has provided its prior written consent in accordance with this Clause 24.9 (which may be given, except withheld, conditioned or delayed in its sole and absolute discretion and shall not, under any circumstances, be deemed given), no sub-participation of Commitments made pursuant to this Clause 24.9 shall confer voting or similar rights on any sub-participant and any term purporting to grant such rights shall be void and unenforceable. (e) Notwithstanding anything to the extent contrary in this Agreement or in the Finance Documents, subject to the overriding restrictions set out in Clause 24.3(b)(i)(B), there shall be no restrictions on non-voting sub-participations (and any such entitlement non-voting sub-participations shall be permitted without the consent of the Company), provided that any such Lender retains at all times exclusive control over all rights and obligations in relation to receive a greater payment results from a Change in Law the participations and Commitments that occurs after are the Participant acquired subject of the applicable relevant sub-participation. Each Lender that sells a sub-participation shall, acting solely including all voting and similar rights (for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the 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 sub-participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, free of any agreement or understanding pursuant to which it is required to or will consult with any other person in relation to the Administrative Agent exercise of any such rights and/or obligations). (f) Notwithstanding anything to the contrary in its capacity as Administrative Agent) this Agreement or in the Finance Documents, nothing shall have no responsibility for maintaining prohibit the Lenders or any Affiliate of a Participant RegisterLender from entering into, whether directly or indirectly, any hedging and/or derivatives transactions of any kind in relation to the Target, the Target Shares and/or the Facility.

Sub-participations. Subject (a) An Existing Lender may, subject to Section 8.06(dthis Clause 28.5, enter into a sub-participation (whether funded or unfunded), a Lender may at any time grant sub-participations to one contract or more banks or other entities similar arrangements (each a “ParticipantParticipation Agreement”) in or to all or any part respect of its rights and obligations under this AgreementAgreement provided that the Lender remains liable under this Agreement in relation to those rights and obligations or, and to the extent any voting rights are transferred or are capable of any such sub-participation being transferred by the Lender, paragraphs (unless otherwise stated therein and except as provided belowb) the purchaser of such sub-participation shall, to (d) below are complied with. (b) On or prior to the fullest extent permitted by lawClosing Date, have the same prior written consent of the Company (in its sole discretion) is required to any Participation Agreement pursuant to the terms of which any voting rights and benefits hereunder as it would have if it were such of a Lender hereunder; providedare transferred or are capable of being transferred to the respective counterparty of the Participation Agreement (a “Voting Participation Agreement”). (c) Following the Closing Date, however, that the prior written consent of the Company is required to any Voting Participation Agreement unless: (i) such the counterparty to the Participation Agreement is: (A) an entity identified on the Agreed List; (B) another Lender or an Affiliate of any Lender’s obligations under this Agreement shall remain unchanged, ; or (C) a fund which is a Related Fund of an Existing Lender; or (ii) such Lender shall remain solely responsible the Participation Agreement is entered into at a time when a Major Event of Default is continuing. (d) Notwithstanding anything to the other parties hereto for contrary in this Agreement, no Voting Participation Agreement shall be entered into at any time with a counterparty who is an Industry Competitor, a Loan to Own Investors (save, in the performance case of such obligations and (iii) the BorrowersLoan to Own Investors, where a Major Event of Default is continuing), or a Defaulting Lender unless, in each case, the Administrative Agent, the Lenders and the Issuing 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 pursuant to which any Lender may grant such a participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such sub-participation agreement may provide that such Lender will not agree to any modification, amendment or waiver of this Agreement described in clause (i), (ii), (iii) or (iv) of Section 8.05 without the prior consent of the ParticipantCompany is obtained (in its absolute discretion). (e) The consent of the Company to a Voting Participation Agreement must not be unreasonably withheld or delayed. The Borrower agrees Company will be deemed to have given its consent 10 Business Days after the Existing Lender has requested it unless consent is expressly refused by the Company within that each Participant time. It shall be entitled reasonable for the Company to withhold consent if the counterparty to that Participation Agreement is an entity referred to in paragraph (d) above. (f) A request for consent under paragraphs (a) and (b) above (other than where the counterparty to the benefits Participation Agreement is an entity identified on the Agreed List or when a Major Event of Sections 2.16, 2.17 and 8.03(d) (subject to the requirements and limitations therein, including the requirements under Section 2.16(b) (it being understood that the documentation required under Section 2.16(bDefault is continuing) shall be delivered sent to the participating Lender)) Company not less than 5 Business Days prior to the effectiveness of the Participation Agreement and a copy of such request shall be sent to the Sponsor at the same extent time as if it were a Lender is issued to the Company provided that the failure to notify the Sponsor shall not render the Participation Agreement ineffective. The Agent shall as soon as reasonably practicable notify the Company of any Participation Agreement made under paragraphs (a) and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant above. (Ag) agrees to be subject to the provisions of Section 2.23 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 2.16 or 2.17, with respect to any sub-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 sub-participation. Each Lender that sells enters into a sub-participation Participation Agreement with any Person (any such Person, a “Participant”) shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersObligors, 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 Finance 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 Finance 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 sub-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.

Sub-participations. Subject (a) Up to Section 8.06(d)(and including) the Closing Date, the prior written consent of the Parent (in its sole discretion) is required for any Sub-Participation to be entered into by a Lender may at (Assignments and transfers by the Lenders). (b) After the Closing Date and subject to paragraph (c) below, no Lender shall enter into a Sub-Participation of any time grant sub-participations to one or more banks or other entities (a “Participant”) in or to all or any part of its rights and and/or obligations under this AgreementAgreement or any other Finance Document, and to the extent of any such sub-participation (unless otherwise stated therein and except as provided below) the purchaser of such sub-participation shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as it would have if it were such Lender hereunder; provided, however, that unless: (i) such Lender’s obligations Lender remains a Lender under this Agreement shall remain unchanged, with all rights and obligations pertaining thereto and remains liable under this Agreement in relation to those rights and/or obligations Sub-Participated; and (ii) such Lender shall remain solely responsible either: (A) retains the unrestricted right to exercise all voting and similar rights in respect of its Commitments (the “Voting Rights”), free of any obligation to act on the instructions of any other person; or (B) prior to entering into such Sub-Participation, provides the Obligors’ Agent with details of the proposed Sub-Participation and, unless the Sub Participation is: 1. to another Lender or an Affiliate of a Lender; 2. if the Existing Lender is a fund, to a fund which is a Related Fund of the Existing Lender; or 3. made at a time when an Event of Default is continuing, obtains the prior written consent of the Parent and provides a copy of such consent to the Agent or evidence that such consent is not required pursuant to the terms of this sub-paragraph (ii). (c) Notwithstanding any other parties hereto provision of this Agreement or any other Finance Document, in all cases the prior written consent of the Parent (in its sole discretion) is required prior to any Sub Participation in favour of: (i) any person whose business is similar or related to the Group’s business (or to an Affiliate of any such person or a person acting on behalf, on the instructions or for the performance account of any such person); or (ii) any person that is (or would, upon becoming a Lender, be) a Defaulting Lender at the time of such obligations Sub Participation (provided that, unless an Existing Lender has knowledge or is advised to the contrary, it shall be entitled to rely on a written statement from a New Lender that it is not, and will not become, a Defaulting Lender on the date on which it becomes a Lender under this Agreement). (iiid) The Parent shall be entitled to require the Borrowers, Finance Parties to provide information in reasonable detail regarding the Administrative Agent, identities and participations of each of the Lenders and any sub-participants under a Sub-Participation and the Issuing Lenders relevant Finance Parties shall continue provide such information as soon as reasonably practical after receipt of such a request, provided that a Lender shall not be required to deal solely and directly with such disclose the identity of a sub-participant under a Sub-Participation if that Lender in connection with such Lender’s retains exclusive control over all rights and obligations under this Agreement. Any in relation to the Commitments that are the subject of the relevant Sub-Participation, including all Voting Rights (for the avoidance of doubt, free of any agreement or understanding pursuant to which it is required to or will consult with any Lender may grant such a participating interest shall provide that such Lender shall retain other person in relation to the sole right and responsibility to enforce the obligations of the Borrowers hereunder, including, without limitation, the right to approve any amendment, modification or waiver exercise of any provision of this Agreement; provided that such sub-participation agreement may provide that such Lender will not agree to any modification, amendment or waiver of this Agreement described in clause rights and/or obligations). (i), (ii), (iiie) or (iv) of Section 8.05 without If the consent of the Participant. The Borrower agrees Parent is required for any Sub-Participation for all purposes under the Finance Documents that each Participant Sub-Participation shall only become effective if the prior written consent of the Parent has been granted. (f) If any Sub-Participation is carried out in breach of this Clause 28.7, such Sub-Participation shall be void and deemed to have not occurred. (g) An Existing Lender may not Sub Participate any of its rights or obligations under this Agreement or the other Finance Documents if as a result of such Sub Participation, an Obligor would be obliged to repay all or part of the Existing Lenders participation in the Revolving Facility in accordance with Clause 11.1 (Illegality). (h) If a Lender enters into a Sub Participation then that Lender is only entitled to the benefits receive payments under Clause 18 (Tax Gross Up and Indemnities) or Clause 19 (Increased Costs) or paragraph 3 of Sections 2.16, 2.17 and 8.03(d) Schedule 4 (subject to the requirements and limitations therein, including the requirements under Section 2.16(b) (it being understood that the documentation required under Section 2.16(b) shall be delivered to the participating Lender)Mandatory Cost Formula) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 2.23 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 2.16 or 2.17, with respect to any sub-participation, than its participating Lender would have been entitled to receive, except to the extent if it had not entered into such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable sub-participation. Each Lender that sells a sub-participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the 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 sub-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 RegisterSub Participation.

Sub-participations. Subject (a) A Lender may, subject to Section 8.06(dthis Clause 26.3, enter into sub‑participation (whether funded or unfunded), a Lender may at any time grant sub-participations to one sub‑contract or more banks or other entities (a “Participant”) similar arrangements in or to all or any part respect of its rights and obligations under this Agreement, and to Agreement provided that the extent of any such sub-participation (unless otherwise stated therein and except as provided below) the purchaser of such sub-participation shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as it would have if it were such Lender hereunder; provided, however, that (i) such Lender’s obligations remains liable under this Agreement shall remain unchangedin relation to those obligations (each a “Participation Arrangement”). (b) The prior consent of the Parent (such consent not to be unreasonably withheld or delayed) is required to any Participation Arrangement pursuant to the terms of which voting rights of a Lender are transferred or are capable of being transferred to the respective counterparty of a Participation Arrangement, unless the Participation Arrangement is made at a time when a Default is continuing or the Participation Arrangement is with an entity referenced in paragraph (a)(i), (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and or (iii) the Borrowers, the Administrative Agent, the Lenders and the Issuing 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 pursuant to which any Lender may grant such a participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, including, without limitation, the right to approve any amendment, modification Clause 26.2 (Conditions of assignment or waiver of any provision of this Agreement; provided that such sub-participation agreement may provide that such Lender will not agree to any modification, amendment or waiver of this Agreement described in clause (i), (ii), (iii) or (iv) of Section 8.05 without the consent of the Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.16, 2.17 and 8.03(dtransfer) (but subject to the requirements and limitations therein, including the requirements under Section 2.16(b) (it being understood that the documentation required under Section 2.16(b) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; Clause 26.2 (Conditions of assignment or transfer) (mutatis mutandis), provided that such Participant any Participation Arrangement entered into on or prior to the Closing Date shall in all circumstances require the prior consent of the Parent (Awhich may be given or refused in its absolute discretion). (c) agrees In respect of any Participation Arrangement to be subject made following the end of the Certain Funds Period, the Parent will be deemed to the provisions of Section 2.23 as have given its consent if it were an assignee under paragraph (b) of this Section; and (B) shall has not be entitled to receive any greater payment under Sections 2.16 or 2.17, with respect to any sub-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 responded within ten Business Days after the Participant acquired the applicable sub-participation. Each Existing Lender that sells a sub-participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the 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 sub-participation for all purposes of this Agreement notwithstanding any notice to the contraryhas requested consent. For the avoidance of doubt, where the Administrative consent of the Parent to a Participation Arrangement is required, pursuant to paragraph (b) above, it shall be reasonable for the Parent to withhold consent to that Participation Arrangement if it is a Competitor or a Hostile Investor or not an entity on the Approved List. (d) The aggregate sub‑participation of each sub‑participant (when aggregated with, for this purpose, the participations, sub‑participations and all other Commitments of Affiliates and Related Funds) must not be less than EUR [***] (or the equivalent amount in other currencies). (e) For the avoidance of doubt, the Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Registernot be obliged to monitor sub‑participations.