Participations. Any [[Organization A:Organization]] may at any time, without the consent of, or notice to, the ​ 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 ​ or any of the ​’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 ​, the [[Administrative Agent:Organization]], the ​ 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 A:Lender:Organization]] may at any time, without the consent of, or notice to, the ​ 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 [[Organization A:Lender:Organization]], a holder of any Subordinated Debt or the ​ or any of the [[Borrower:Parent:Organization]]’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such [[Organization A:Lender: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:Lender:Organization]]’s obligations under this Agreement shall remain unchanged, # such [[Organization A:Lender:Organization]] shall remain solely responsible to the other parties hereto for the performance of such obligations and # the ​, Parties, the [[Administrative Agent:Organization]], the ​ and the L/C Issuerother Lenders shall continue to deal solely and directly with such [[Organization A:Lender:Organization]] in connection with such [[Organization A:Lender:Organization]]’s rights and obligations under this Agreement.Agreement, notwithstanding notice to the contrary. For the avoidance of doubt, each [[Organization A:Lender:Organization]] shall be responsible for the indemnity under [Section 11.04(c)]Section 10.04 without regard to the existence of any participations.participation.

Participations. Any [[Organization A:Lender:Organization]] may at any time, without the consent of, or notice to, the ​ or, the [[Administrative [[Agent:Organization]], the Issuing Banks, the Swing Line ​ or any other Person sell participations to any Person (other than a natural Person,person, a DefaultingDisqualified [[Organization A:Lender:Organization]], a holder of any Subordinated Debt or the ​ or any of the ​’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such [[Organization A:Lender: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:Lender:Organization]]’s participations in L/C ObligationsLetters of Credit and/or SwinglineSwing Line Loans) owing to it); provided that # such [[Organization A:Lender:Organization]]’s obligations under this Agreement shall remain unchanged, # such [[Organization A:Lender:Organization]] shall remain solely responsible to the other parties hereto for the performance of such obligations and # the ​, the [[Administrative Agent:Organization]], the ​Agents and the L/C Issuerother Lenders shall continue to deal solely and directly with such [[Organization A:Lender:Organization]] in connection with such [[Organization A:Lender:Organization]]’s rights and obligations under this Agreement. ForAny agreement or instrument pursuant to which a ​ sells such a participation shall provide that such ​ shall retain the avoidancesole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of doubt,any provision of this Agreement or any other Loan Document; provided that such agreement or instrument may provide that such ​ 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 ​ 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 [[Organization A:Lender:Organization]])), 3.04 and 3.05 (through the applicable ​) to the same extent as if it were a ​ 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 ​; provided that such Participant agrees to be subject to Section 2.15 as though it were a ​. To the extent that any participation is purported to be made to a Disqualified ​, 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 responsible for the indemnity under [Section 11.04(c)] without regardentitled to the existenceseek specific performance in any applicable court of any participations.law or equity to enforce this sentence).

Participations. Any [[Organization A:Organization]]Lender may at any time, without the consent of, or notice to, the [[Borrower:Organization A:Organization]] or the [[Administrative Agent:Organization B:Organization]], sell participations to any Person (other than a natural Person,Person (or holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a Defaultingnatural Person) or the [[Organization A:Organization]], a holder of any Subordinated Debt or the [[Borrower:Organization]] or any of the [[Borrower:Organization A:Organization]]’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such [[Organization A:Organization]]’Lender’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)Advances owing to it); provided that # such [[Organization A:Organization]]’Lender’s obligations under this Agreement shall remain unchanged, # such [[Organization A:Organization]]Lender shall remain solely responsible to the other parties hereto for the performance of such obligationsobligations, and # the [[Borrower:Organization A:Organization]], the [[Administrative Agent:Organization]], the [[Parties:Organization B:Organization]] and the L/C Issuer[[Organization C:Organization]] shall continue to deal solely and directly with such [[Organization A:Organization]]Lender in connection with such [[Organization A:Organization]]’Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each [[Organization A:Organization]]Lender shall be responsible for the indemnity under [Section 11.04(c)] without regardSection 7.05 # with respect to the existence of any participations.payments made by such Lender to its Participant(s).

Participations. Any [[Organization A:Organization]]Lender may at any time, without the consent of, or notice to, the ​any Borrower or the [[Administrative Agent:Organization]],Agent, sell participations to any Person (other than a natural Person,person, a Defaulting [[Organization A:Organization]], a holder of any Subordinated DebtLender or the ​Company or any of the ​’Company’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such [[Organization A:Organization]]’Lender’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]]’Lender’s participations in L/C Obligations and/or SwinglineSwing Line Loans) owing to it); provided that # such [[Organization A:Organization]]’Lender’s obligations under this Agreement shall remain unchanged, # such [[Organization A:Organization]]Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and # the ​,Borrowers, the [[Administrative Agent:Organization]],Agent, the ​Lenders and the L/C Issuer shall continue to deal solely and directly with such [[Organization A:Organization]]Lender in connection with such [[Organization A:Organization]]’Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each [[Organization A:Organization]]Lender shall be responsible for the indemnity under [Section 11.10.04(c)] without regard to the existence of any participations.participation.

Participations. Any [[Organization A:Organization]]Lender may at any time, without the consent of, or notice to, the ​any Borrower or the [[Administrative Agent:Organization]],Agent, sell participations to any Person (other than a natural Person, a Defaulting [[Organization A:Organization]], a holder of any Subordinated DebtLender or the ​Company or any of the ​’Company’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such [[Organization A:Organization]]’Lender’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]]’Lender’s participations in L/C Obligations and/or SwinglineSwing Line Loans) owing to it); provided that # such [[Organization A:Organization]]’Lender’s obligations under this Agreement shall remain unchanged, # such [[Organization A:Organization]]Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and # the ​,Borrowers, the [[Administrative Agent:Organization]],Agent, the ​Lenders and the L/C Issuer shall continue to deal solely and directly with such [[Organization A:Organization]]Lender in connection with such [[Organization A:Organization]]’Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each [[Organization A:Organization]]Lender shall be responsible for the indemnity under [Section 11.04(10.03(c)] without regard to the existence of any participations.participation.

Participations. AnyEach [[Organization A:Organization]] may at any time,may, without the consent of, or notice to, the ​Borrowers or the [[Administrative Agent:Organization]], sellAgent, sell, transfer or grant participations to any Person (other than a natural Person, a Defaulting [[Organization A:Organization]], a holder of any Subordinated Debt or the ​ or any of the ​’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portionany part of such [[Organization A:Organization]]’s rights and/interests and obligations hereunder to one or obligations under this Agreement (including allmore banks or other entities (other than the Borrowers, their Affiliates and Subsidiaries, or a portion of its Commitment and/or the Loans (including suchDefaulting [[Organization A:Organization]]’s participations in L/C Obligations and/or Swingline Loans) owing to it))(a “Participant”); provided that # such selling [[Organization A:Organization]] shall remain a “[[Organization A:Organization]]” for all purposes under this Credit Agreement (such selling [[Organization A:Organization]]’s obligations under this Agreementthe Credit Documents remaining unchanged) and the Participant shall remain unchanged, # suchnot constitute a [[Organization A:Organization]] shall remain solely responsible tohereunder, and the Borrowers, the Administrative Agent and the other parties hereto for the performance of such obligations and # the ​, the [[Administrative Agent:Organization]], the ​ and the L/C IssuerLenders shall continue to deal solelyexclusively with such selling [[Organization A:Organization]], and directly# no such Participant shall have, or be granted, rights to approve any amendment or waiver relating to this Credit Agreement or the other Credit Documents except to the extent any such amendment or waiver would # reduce the principal of or rate of interest on or fees in respect of any Loans in which the Participant is participating or increase any Commitments with respect thereto, or # postpone the date fixed for any payment of principal (including the extension of the final maturity of any Loan or the date of any mandatory prepayment, other than pursuant to Section 3.5), interest or fees in which the Participant is participating. In the case of any such participation, the Participant shall not have any rights under this Credit Agreement or the other Credit Documents (the Participant’s rights against the selling [[Organization A:Organization]] in respect of such participation to be those set forth in the participation agreement with such [[Organization A:Organization]] in connection withcreating such participation) and all amounts payable by the Borrowers hereunder shall be determined as if such [[Organization A:Organization]]’s rights had not sold such participation; provided, however, that such Participant shall be entitled to receive additional amounts under [Sections 3.9, 3.12, 3.13 and obligations3.14]4]4]4] to the same extent that the [[Organization A:Organization]] from which such Participant acquired its participation would be entitled to the benefit of such cost protection provisions (it being understood that the Participant shall be required to provide the documentation required under this Agreement. For[Section 3.13(g)] as if it were a [[Organization A:Organization]] and that the avoidanceParticipant shall be subject to the provisions of doubt, each[Section 3.15] regarding mitigation as if it were a [[Organization A:Organization]]). Participations by a Person in a Competitive Bid Loan of any [[Organization A:Organization]] shall not be responsibledeemed “participations” for the indemnity underpurposes of this [Section 11.04(3(c)] without regardand shall not be subject to the existence of any participations.restrictions on “participations” contained herein.

Participations. Any [[Organization A:Organization]]Lender may at any time, without the consent of, or notice to, the ​any Borrower or the [[Administrative Agent:Organization]],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 one or more natural Persons, a Defaulting [[Organization A:Organization]], a holderLender or any Borrower or any Affiliate or Subsidiary of any Subordinated Debt or the ​ or any of the ​’s Affiliates or Subsidiaries)Borrower) (each, a “Participant”) in all or a portion of such [[Organization A:Organization]]’Lender’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]]’Lender’s participations in L/C Obligations and/or SwinglineSwing Line Loans) owing to it); provided that # such [[Organization A:Organization]]’Lender’s obligations under this Agreement shall remain unchanged, # such [[Organization A:Organization]]Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and # the ​,Borrowers, the [[Administrative Agent:Organization]],Agent, the ​Lenders and the L/C Issuer shall continue to deal solely and directly with such [[Organization A:Organization]]Lender in connection with such [[Organization A:Organization]]’Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each [[Organization A:Organization]]Lender shall be responsible for the indemnity under [Section 11.04(c)] without regard to the existence of any participations.participation.

Participations. Any [[Organization A:Organization]]Lender may at any time, without the consent of, or notice to, the [[Borrower:Consolidated Parties:Organization]] Parties or the [[Administrative Agent:Organization]],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 [[Organization A:Organization]], a holder of any Subordinated DebtLender or the [[Borrower:Consolidated Parties:Organization]] or any of the [[Borrower:Consolidated Parties:Organization]]’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such [[Organization A:Organization]]’Lender’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]]’Lender’s participations in L/C Obligations and/or Swingline Loans)Obligations) owing to it); provided that # such [[Organization A:Organization]]’Lender’s obligations under this Agreement shall remain unchanged, # such [[Organization A:Organization]]Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and # the [[Borrower:Organization]], the [[Administrative Agent:Organization]], the [[Consolidated Parties:Organization]] andParties, the Administrative Agent, the L/C IssuerIssuers and the other Lenders shall continue to deal solely and directly with such [[Organization A:Organization]]Lender in connection with such [[Organization A:Organization]]’Lender’s rights and obligations under this Agreement.Agreement, notwithstanding notice to the contrary. For the avoidance of doubt, each [[Organization A:Organization]]Lender shall be responsible for the indemnity under [Section 11.04(c)]Section 10.04 without regard to the existence of any participations.participation.

Participations. Any [[Organization A:B:Organization]] may at any time, without the consent of, or notice to, the [[Borrower:Organization A:Organization]] or the [[Administrative Agent:Organization]],Agent, sell participations to any Person (other than a natural Person, or a Defaultingholding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the [[Organization A:Organization]], a holder of any Subordinated Debt or the [[Borrower:Organization]] or any of the [[Borrower:Organization A:Organization]]’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such [[Organization A:B:Organization]]’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/orCommitment, the Loans (including such [[Organization A:Organization]]’s participations in L/C Obligations and/or Swingline Loans) owing to it and the Note or Notes held by it); provided that # such [[Organization A:B:Organization]]’s obligations under this Agreement shall remain unchanged, # such [[Organization A:B:Organization]] shall remain solely responsible to the other parties hereto for the performance of such obligationsobligations, and # the [[Borrower:Organization A:Organization]], the [[Administrative Agent:Organization]], the ​Agent and the L/C IssuerLenders shall continue to deal solely and directly with such [[Organization A:B:Organization]] in connection with such [[Organization A:B:Organization]]’s rights and obligations under this Agreement. For the avoidance of doubt, each [[Organization A:B:Organization]] shall be responsible for the indemnity under [Section 11.04(c)7.05] with respect to any payments made by such [[Organization B:Organization]] without regard to the existence of any participations.its Participant(s).