Participations. Any Lender may, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), sell participations to one (1) or more banks or other entities other than a Disqualified Lender (which restriction to sell to Disqualified ​ shall not apply only if the list of Disqualified ​ has not been made available to such Lender selling participations within five (5) Business Days of written request by such Lender to the Administrative Agent and the Borrower) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Loans and LC Disbursements owing to it); provided that # the Borrower shall be deemed to have consented to any such participation (other than to a Disqualified Lender) unless it has objected thereto by written notice to the Administrative Agent within ten (10) Business Days after receiving written notice thereof, # no consent of the Borrower shall be required for a participation to a Lender, an Affiliate of a Lender with credit ratings at least as good as the participating Lender or, if an Event of Default under [Section 7.01(a), (b), (i), (j), or (k)])])] has occurred and is continuing, any other participant, # such Lender’s obligations under this Agreement and the other Loan Documents 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, the Issuing Banks and the other ​ shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender 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 will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to [Section 9.02(b)] that directly affects such Participant. Subject to paragraph # of this [Section 9.04], the Borrower agrees that each Participant shall be entitled to the benefits of [Sections 2.14, 2.15 and 2.16]6]6] to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph # of this [Section 9.04] (subject to the requirements and limitations therein, including the requirements under [Sections 2.16(f), (g) and (h)])])] (it being understood that the documentation required under these paragraphs shall be delivered to the participating Lender)); provided that # such Participant agrees to be subject to the provisions of [Section 2.18] as if it were an assignee under paragraph # of this Section and # such Participant shall not be entitled to receive any greater payment under [Sections 2.14, 2.15 or 2.16]6]6], with respect to any participation, than its participating Lender would have been entitled to receive, except # to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation or # the sale of the participation to such Participant is made with the Borrower’s prior written consent; provided, further, that no Participant shall be entitled to the benefits of [Section 2.16] unless the Borrower is notified of the participation granted to such Participant and such Participant shall have complied with the requirements of [Section 2.16] as if such Participant is a Lender. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of [Section 2.19] with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of [Section 9.08] as though it were a Lender, provided such Participant agrees to be subject to [Section 2.16(e)] as though it were a Lender hereunder. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary 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 Commitments 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, loans 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 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.

Participations. By the issuance of a Letter of Credit or an amendment to a Letter of Credit increasing the amount thereof, and without any further action on the part of the Issuing Bank that is the issuer thereof or the Lenders, such Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in [Section 4.02] shall have been satisfied), a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrowers on the date due as provided in paragraph # of this [Section 2.05] in dollars, or of any reimbursement payment required to be refunded to the Borrowers for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

Participations. Any Bank may at any time, without the consent of, or notice to, the Company 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 Parent or any of the Parent’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Bank’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 Bank’s obligations under this Agreement shall remain unchanged, # such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, and # the Borrowers, the Administrative Agent and the Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement. For the avoidance of doubt, each Bank shall be responsible for the indemnity under [Section 11.04(b)] with respect to any payments made by such Bank to its Participant(s).

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, the Sustainability Structuring Agent or each L/C Issuer, 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, any Borrower or any of the Borrowers’ 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, # the Borrowers, the Administrative Agent, the Sustainability Structuring Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and # such participations shall not be less than $10,000,000 (other than participations to such Lender’s Affiliates which may be for any amount). 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.

Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, L/C Issuer shall notify Borrower and Administrative Agent thereof. Not later than 1:00 p.m. on the date of any payment by L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), Borrower shall reimburse L/C Issuer through Administrative Agent in an amount equal to the amount of such drawing. If Borrower fails to so reimburse L/C Issuer by such time, Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Revolving Credit Lender’s Applicable Percentage thereof. In such event, Borrower shall be deemed to have requested a Revolving Credit Borrowing to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, subject to the amount of the unutilized portion of the Revolving Credit Commitments and the conditions set forth in Section 5.2 (other than the delivery of a Revolving Credit Borrowing Request). Any notice given by L/C Issuer or Administrative Agent pursuant to this [Section 2.3(c)(i)] may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

This Agreement shall be binding upon and inure to the benefit of ​, ​, the Agent and their respective successors and assigns, except that ​ may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Bank.

Funding of Participations in Dollars. Any Revolving Lender may fund its purchase of a participation in any Letter of Credit denominated in any currency other than Dollars, by delivering to the Administrative Agent on the date such participation is to be funded an amount in Dollars equal to the sum of # the amount necessary for the Administrative Agent to purchase on such date in accordance with its customary procedures an amount in the applicable currency sufficient to fund such Revolving Lender’s required participation payment plus # the reasonable and customary costs, fees and expenses of the Administrative Agent in making such purchase.

if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the

each Incremental Lender in respect of such increase will automatically and without further act be deemed to have assumed a portion of each Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding # participations hereunder in Letters of Credit and # participations hereunder in Swingline Loans held by each Lender (including each such Incremental

Section # Participations.