Each Lender may sell participations to one or more participants (each, a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement and the other Loan Documents; provided that (a) no participant shall be a natural Person or the Borrower or any of the Borrower’s Affiliates, (b) any such sale or participation shall not affect the rights and duties of the selling Lender hereunder to the Borrower, the Administrative Agent, or the other Lenders, (c) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (d) except during the occurrence and continuation of an Event of Default, such Participant is not a Competitor; (e) Borrower’s obligations under this Agreement shall remain unchanged and Borrower shall continue to deal solely and directly with such Lender in connection with Borrower’s rights and obligations under this Agreement and the other Loan Documents, except as provided in Section 3.13 , (f) the only rights granted to the participant pursuant to such participation arrangements with respect to waivers, amendments or modifications of the Loan Documents shall be the rights to approve waivers, amendments or modifications that would reduce the principal of or the interest rate on any Warehousing Advances, extend the term or increase the amount of the Commitment of such Lender as it relates to such Participant, reduce the amount of any Fees to which such Participant is entitled or extend any regularly scheduled payment date for principal or interest, (g) the Administrative Agent shall have given its prior written consent to such participation (not to be unreasonably withheld or delayed), and (h) Borrower shall have given its prior written consent to such participation (such consent not to be unreasonably withheld or delayed) unless (x) an Event of Default has occurred and is continuing at the time of such sale, or (y) such participation is to an Affiliate of a Lender with a credit rating equal to the lesser of (A) investment grade and (B) the credit rating of the participator, or an Approved Fund.  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 Loan, the Warehousing Advances 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 or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.  The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.   For the avoidance of doubt, Administrative Agent shall have no responsibility for maintaining a Participant Register.