Participations. Any Lender may at any time, without the consent of, or notice to, the [[Organization A:Organization]] or the [[Organization B:Organization]], sell participations to any Person (other than a natural Person (or holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person) or the [[Organization A:Organization]] or any of the [[Organization A:Organization]]’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Advances owing to it); provided that # such Lender’s obligations under this Agreement shall remain unchanged, # such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and # the [[Organization A:Organization]], the [[Organization B:Organization]] and [[Organization C:Organization]] shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 7.05 # with respect to any payments made by such Lender to its Participant(s).

Participations. Any [[Lender:Organization]] may at any time, without the consent of, or notice to, the [[Borrower:Organization]] Parties or the [[Administrative Agent:Organization]], sell participations to any Person (other than a natural person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Defaulting [[Lender:Organization]] or the [[Borrower:Organization]] or any of the [[Parent:Organization]]’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such [[Lender:Organization]]’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that # such [[Lender:Organization]]’s obligations under this Agreement shall remain unchanged, # such [[Lender:Organization]] shall remain solely responsible to the other parties hereto for the performance of such obligations and # the [[Borrower:Organization]] Parties, the [[Administrative Agent:Organization]] and the other Lenders shall continue to deal solely and directly with such [[Lender:Organization]] in connection with such [[Lender:Organization]]’s rights and obligations under this Agreement, notwithstanding notice to the contrary. For the avoidance of doubt, each [[Lender:Organization]] shall be responsible for the indemnity under Section 10.04 without regard to the existence of any participation.

Participations. Any [[Organization B:Organization]] may at any time, without the consent of, or notice to, the [[Organization A:Organization]], any Issuing Bank or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the [[Organization A:Organization]] or any of the [[Organization A:Organization]]’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such [[Organization B:Organization]]’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Advances owing to it); provided that # such [[Organization B:Organization]]’s obligations under this Agreement shall remain unchanged, # such [[Organization B:Organization]] shall remain solely responsible to the other parties hereto for the performance of such obligations, and # the [[Organization A:Organization]], the Administrative Agent, the Issuing Banks and Lenders shall continue to deal solely and directly with such [[Organization B:Organization]] in connection with such [[Organization B:Organization]]’s rights and obligations under this Agreement. For the avoidance of doubt, each [[Organization B:Organization]] shall be responsible for the indemnity under [Section 7.05] with respect to any payments made by such [[Organization B:Organization]] to its Participant(s).

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Agent, sell participations to any Person (other than a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person) or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Advances owing to it); provided that # such Lender’s obligations under this Agreement shall remain unchanged, # such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and # the Borrower, the Agent and Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under [Section 7.05] with respect to any payments made by such Lender to its Participant(s).

Participations. Any [[Organization A:Organization]] may at any time, without the consent of, or notice to, the [[Borrower:Organization]] or the [[Administrative Agent:Organization]], sell participations to any Person (other than a natural Person, a Defaulting [[Organization A:Organization]], a holder of any Subordinated Debt or the [[Borrower:Organization]] or any of the [[Borrower:Organization]]’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such [[Organization A:Organization]]’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such [[Organization A:Organization]]’s participations in L/C Obligations and/or Swingline Loans) owing to it); provided that # such [[Organization A:Organization]]’s obligations under this Agreement shall remain unchanged, # such [[Organization A:Organization]] shall remain solely responsible to the other parties hereto for the performance of such obligations and # the [[Borrower:Organization]], the [[Administrative Agent:Organization]], the [[Parties:Organization]] and the L/C Issuer shall continue to deal solely and directly with such [[Organization A:Organization]] in connection with such [[Organization A:Organization]]’s rights and obligations under this Agreement. For the avoidance of doubt, each [[Organization A:Organization]] shall be responsible for the indemnity under [Section 11.04(c)] without regard to the existence of any participations.

Participations. Any [[Organization B:Organization]] may at any time, without the consent of, or notice to, the [[Organization A:Organization]] or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the [[Organization A:Organization]] or any of the [[Organization A:Organization]]’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such [[Organization B:Organization]]’s rights and/or obligations under this Agreement (including all or a portion of its Commitment, the Loans owing to it and the Note or Notes held by it); provided that # such [[Organization B:Organization]]’s obligations under this Agreement shall remain unchanged, # such [[Organization B:Organization]] shall remain solely responsible to the other parties hereto for the performance of such obligations, and # the [[Organization A:Organization]], the Administrative Agent and Lenders shall continue to deal solely and directly with such [[Organization B:Organization]] in connection with such [[Organization B:Organization]]’s rights and obligations under this Agreement. For the avoidance of doubt, each [[Organization B:Organization]] shall be responsible for the indemnity under [Section 7.05] with respect to any payments made by such [[Organization B:Organization]] to its Participant(s).

Participations. Any [[Lenders:Organization]] may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to any Person (other than a natural person or any Borrower or any of its Affiliates or Restricted Subsidiaries) (each, a “Participant”) in all or a portion of such [[Lenders:Organization]]’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such [[Lenders:Organization]]’s participations in L/C Obligations) owing to it); provided that # such [[Lenders:Organization]]’s obligations under this Agreement shall remain unchanged, # such [[Lenders:Organization]] shall remain solely responsible to the other parties hereto for the performance of such obligations and # the Borrowers, the Administrative Agent, the [[Lenders:Organization]] and the [[Lenders:Organization]] shall continue to deal solely and directly with such [[Lenders:Organization]] in connection with such [[Lenders:Organization]]’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a [[Lenders:Organization]] sells such a participation shall provide that such [[Lenders:Organization]] 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 [[Lenders:Organization]] will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in [Section 11.01(b), (c), (d), (f) or (g)])])])])] that affects such Participant. Subject to [Section 11.06(e)], the Borrowers agree that each Participant shall be entitled to the benefits of [Sections 3.01, 3.04 and 3.05] to the same extent as if it were a [[Lenders:Organization]] and had acquired its interest by assignment pursuant to [Section 11.06(b)]. To the extent permitted by law, each Participant also shall be entitled to the benefits of [Section 11.08] as though it were a [[Lenders:Organization]], provided such Participant agrees to be subject to [Section 2.13] as though it were a [[Lenders:Organization]]. Each [[Lenders:Organization]] that sells a 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 Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no [[Lenders:Organization]] 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))] or Proposed [Section 1.163-5(b)])] of the United States Treasury Regulations (or any amended or successor version). The entries in the Participant Register shall be conclusive absent manifest error, and such [[Lenders:Organization]] 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.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person or a holding company, investment vehicle or trust for, or owned or 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/or obligations under this Agreement (including all or a portion of its Term Loan Commitment and/or the Term Loans owing to it); provided that # such Lender’s obligations under this Agreement shall remain unchanged, # such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and # the Borrower, the Administrative Agent and the [[Organization A:Organization]] shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under [Section 11.3(c)] with respect to any payments made by such Lender to its Participant(s). A sale of a participation interest may include certain voting rights, which unless such participant is a Voting Participant, shall be limited to significant matters such as # increases in the commitment of such participant, # reductions of interest rates, principal or fees, # extensions of scheduled maturities or times for payment or # reductions in voting percentages, in each case directly affecting such participant.

Participations. Any [[Lender:Organization]] may at any time, without the consent of, or notice to, the [[Borrower:Organization]], the Administrative [[Agent:Organization]], the Issuing Banks, the Swing Line [[Lender:Organization]] or any other Person sell participations to any Person (other than a natural person, a Disqualified [[Lender:Organization]] or the [[Borrower:Organization]] or any of the [[Borrower:Organization]]’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such [[Lender:Organization]]’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such [[Lender:Organization]]’s participations in Letters of Credit and/or Swing Line Loans) owing to it); provided that # such [[Lender:Organization]]’s obligations under this Agreement shall remain unchanged, # such [[Lender:Organization]] shall remain solely responsible to the other parties hereto for the performance of such obligations and # the [[Borrower:Organization]], the Agents and the other Lenders shall continue to deal solely and directly with such [[Lender:Organization]] in connection with such [[Lender:Organization]]’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a [[Lender:Organization]] sells such a participation shall provide that such [[Lender:Organization]] shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such agreement or instrument may provide that such [[Lender:Organization]] will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso of the first paragraph of [Section 11.01] (other than clause (d) and (g))] thereof) that directly and adversely affects such Participant. Subject to subsection # of this Section, the [[Borrower:Organization]] agrees that each Participant shall be entitled to the benefits of [Sections 3.01] (subject to the requirements of [Sections 3.01(b), (c), (d) and (e)])])])], as applicable (it being understood that the documentation required under such Sections shall be delivered to the participating [[Lender:Organization]])), 3.04 and 3.05 (through the applicable [[Lender:Organization]]) to the same extent as if it were a [[Lender:Organization]] and had acquired its interest by assignment pursuant to subsection # of this Section. To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of [Section 11.09] as though it were a [[Lender:Organization]]; provided that such Participant agrees to be subject to Section 2.15 as though it were a [[Lender:Organization]]. To the extent that any participation is purported to be made to a Disqualified [[Lender:Organization]], such transaction shall be required immediately (and in any event within five Business Days) to be unwound and shall be deemed null and void (and the [[Borrower:Organization]] shall be entitled to seek specific performance in any applicable court of law or equity to enforce this sentence).

Participations. Any Lender may at any time, without the consent of, or notice to, the [[Consolidated Parties:Organization]] Parties or the Administrative Agent, sell participations to any Person (other than a natural person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Defaulting Lender or the [[Consolidated Parties:Organization]] or any of the [[Consolidated Parties:Organization]]’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations) owing to it); provided that # such Lender’s obligations under this Agreement shall remain unchanged, # such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and # the [[Consolidated Parties:Organization]] Parties, the Administrative Agent, the L/C 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, notwithstanding notice to the contrary. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04 without regard to the existence of any participation.