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 ​ 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 ​ or the ​ or any of the ​’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such ​’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 ​’s obligations under this Agreement shall remain unchanged, # such ​ shall remain solely responsible to the other parties hereto for the performance of such obligations and # the ​ Parties, the [[Administrative Agent:Organization]] and the other Lenders shall continue to deal solely and directly with such ​ in connection with such ​’s rights and obligations under this Agreement, notwithstanding notice to the contrary. For the avoidance of doubt, each ​ shall be responsible for the indemnity under Section 10.04 without regard to the existence of any participation.

Participations. Any ​ may at any time, without the consent of, or notice to, the ​, the Administrative ​, the Issuing Banks, the Swing Line ​ or any other Person sell participations to any Person (other than a natural person, a Disqualified ​ or the ​ or any of the ​’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such ​’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such ​’s participations in Letters of Credit and/or Swing Line Loans) owing to it); provided that # such ​’s obligations under this Agreement shall remain unchanged, # such ​ shall remain solely responsible to the other parties hereto for the performance of such obligations and # the ​, the Agents and the other Lenders shall continue to deal solely and directly with such ​ in connection with such ​’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a ​ sells such a participation shall provide that such ​ 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 ​ 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 ​)), 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 ​ 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 [[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 may at any time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Company or any of the Company’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 and/or Swing Line 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 Borrowers, the Administrative Agent, the Lenders and the L/C Issuer 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 10.04(c)] without regard to the existence of any participation.

Participations. Any Lender may at any time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, a Defaulting Lender or the Company or any of the Company’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 and/or Swing Line 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 Borrowers, the Administrative Agent, the Lenders and the L/C Issuer 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 10.03(c)] without regard to the existence of any participation.

Participations. Each [[Organization A:Organization]] may, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell, transfer or grant participations in all or any part of such [[Organization A:Organization]]’s interests and obligations hereunder to one or more banks or other entities (other than the Borrowers, their Affiliates and Subsidiaries, or a Defaulting [[Organization A:Organization]])(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 the Credit Documents remaining unchanged) and the Participant shall not constitute a [[Organization A:Organization]] hereunder, and the Borrowers, the Administrative Agent and the other Lenders shall continue to deal exclusively with such selling [[Organization A:Organization]], and # 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]] creating such participation) and all amounts payable by the Borrowers hereunder shall be determined as if such [[Organization A:Organization]] 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 3.14]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 [Section 3.13(g)] as if it were a [[Organization A:Organization]] and that the Participant shall be subject to the provisions of [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 deemed “participations” for purposes of this [Section 11.3(c)] and shall not be subject to the restrictions on “participations” contained herein.

Participations. Any Lender may at any time, without the consent of, or notice to, any 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 and operated for the primary benefit of one or more natural Persons, a Defaulting Lender or any Borrower or any Affiliate or Subsidiary of any Borrower) (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 and/or Swing Line 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 Borrowers, the Administrative Agent, the Lenders and the L/C Issuer 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 11.04(c)] without regard to the existence of any participation.

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.

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).