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. 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. [[Organization B:Organization]] agrees that [[Organization C:Organization]] may elect, at any time and in its sole discretion, to sell, assign and convey an undivided percentage ownership interest, or grant an undivided participation interest, in all or any portion of the Participation Interests (or any portion of any such Participation Interest) to one or more financial institutions, private investors and/or other Persons (collectively, “Participants”). [[Organization B:Organization]] further agrees that [[Organization C:Organization]] may disseminate to any such actual or potential Participants all documents and information (including any and all financial information) which has been or is hereafter provided to or known to [[Organization C:Organization]] in connection with this Agreement and the other Warehouse Documents and the transactions contemplated hereby and thereby, including, information with respect to [[Organization B:Organization]], each Obligated Party and each Mortgage Loan in which [[Organization C:Organization]] has purchased a Participation Interest.

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. Upon the issuance or Modification by any Issuer of a Letter of Credit in accordance with this [Section 2.18], the applicable Issuer shall be deemed, without further action by any Person, to have unconditionally and irrevocably sold to each Lender, and each Lender shall be deemed, without further action by any Person, to have unconditionally and irrevocably purchased from such Issuer, a participation in such Letter of Credit (and each Modification thereof) and the related LC Exposure in proportion to its Pro Rata Share.

Participations. In addition to the accounts and records referred to in subSection (a), each Revolving Credit Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Revolving Credit Lender of participations in Letters of Credit and Swingline Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Revolving Credit Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

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.