Participations. Each Bank may, without the consent of the [[Organization A:Organization]] or the [[Organization E:Organization]], sell participations to one or more [[Organization D:Organization]] or other entities (other than a Defaulting Bank) in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any of its Commitments, any Advances owing to it, and any Notes held by it), provided, however, that # such Bank’s obligations under this Agreement (including, without limitation, all of its Commitments to the [[Organization A:Organization]] hereunder) shall remain unchanged, # such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, # such Bank shall remain the holder of any such Notes for all purposes of this Agreement, # the [[Organization A:Organization]], the [[Organization N:Organization]], the [[Organization E:Organization]] and the other [[Organization D:Organization]] shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement and shall have no duties or responsibilities to the participant, # such Bank shall not require the participant’s consent to any matter under this Agreement, except for changes in the principal amount of such Bank’s Commitment, any Note payable to such Bank, in each case, in which the participant has an interest, reductions in such Bank’s fees or interest, in which the participant has an interest, the date any amount in which the participant has an interest is due to such Bank hereunder, or extending the applicable Termination Date, and # such Bank shall give prompt notice to the [[Organization A:Organization]] of each such participation sold by such Bank. No participant shall have any rights under any provisions of any of the Credit Documents. Each Bank that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the [[Organization A:Organization]], 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 hereunder or other obligations under the Credit Documents (the “Participant Register”); provided that no Bank 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 Credit 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 Bank 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, the [[Organization E:Organization]] (in its capacity as [[Organization E:Organization]]) shall have no responsibility for maintaining a Participant Register.

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.

Any Bank other than a Conduit Lender may, in accordance with applicable law, at any time sell to one or more [[Banks:Organization]] or other entities other than [[Company:Organization]] or a Defaulting Bank or any of their respective Affiliates and Subsidiaries (“Participants”) participating interests in any Loans owing to such Bank, any Notes held by such Bank, any Commitments of such Bank and/or any other interests of such Bank hereunder and under the other Loan Documents. In the event of any such sale by a Bank of a participating interest to a Participant, such Bank’s obligations under this Agreement to the other parties under this Agreement shall remain unchanged, such Bank shall remain solely responsible for the performance thereof, such Bank shall remain the holder of any such Notes for all purposes under this Agreement, and [[Company:Organization]] and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement and under the other Loan Documents. [[Company:Organization]] agrees that if amounts outstanding under this Agreement and the Notes are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of offset in respect of its participating interest in amounts owing under this Agreement and any Notes to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreement or any Notes, provided that such right of offset shall be subject to the obligation of such Participant to share with [[Banks:Organization]], and [[Banks:Organization]] agree to share with such Participant, as provided in [subsection 10.7]. [[Company:Organization]] also agrees that each Participant shall be entitled to the benefits of, and subject to the limitations of, [subsections 2.13, 2.14 and 2.15]5]5] with respect to its participation in the Commitments and the Eurodollar Loans outstanding from time to time; provided that no Participant shall be entitled to receive any greater amount pursuant to such subsections than the transferor Bank would have been entitled to receive in respect of the amount of the participation transferred by such transferor Bank to such Participant had no such transfer occurred, except to the extent such entitlement to receive a greater amount results from a change in law that occurs after the Participant acquired the applicable participation. No Participant shall be entitled to the benefits of [subsection 2.15] unless such Participant complies with [subsection 2.15(b)] as if it were a Bank, and no Participant shall be entitled to consent to any amendment, supplement, modification or waiver of or to this Agreement or any Note, unless the same is an amendment, supplement, modification or waiver described in clause (a) of the proviso to [subsection 10.1] which requires the consent of the Bank from which it purchased its participation (in which case the participation agreement may provide that such Bank must obtain the participant’s consent before approving any such amendment, supplement, modification or waiver). Each Bank that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of [[Company:Organization]], 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, Notes, Commitments and/or any other interests of such Bank hereunder and under the other Loan Documents (the “Participant Register”); provided that no Bank shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Loans, Notes, Commitments and/or any other interests of such Bank hereunder and under the other Loan Documents) except to the extent that such disclosure is # necessary to establish that such Loans, Notes, Commitment or other interest is in registered form under Section 5f.103-1(c))] of the United States Treasury Regulations or # otherwise required by law or any Governmental Authority. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank and the Agent shall treat each person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of such participation for all purposes of this Agreement.

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 [[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: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 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).