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 relevant Issuing Bank or any Revolving Lender in respect of the Tranche under which such Letter of Credit is issued (each such Revolving Lender, an “Applicable Lender”), the relevant Issuing Bank hereby grants to each Applicable Lender, and each Applicable Lender hereby acquires from the relevant Issuing Bank, a participation in such Letter of Credit equal to such Applicable Lender’s Applicable Percentage of the aggregate Dollar Amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Applicable Lender hereby absolutely and unconditionally agrees to pay to [[Administrative Agent:Organization]], for the account of the relevant Issuing Bank, such Applicable Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by [[Company:Organization]] on the date due as provided in paragraph # of this Section, or of any reimbursement payment required to be refunded to [[Company:Organization]] 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Disqualified Lender (but solely to the extent the Disqualified Lender list has been posted to the Intralinks or another similar electronic system pursuant to [Section 9.04(g)]) or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) 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 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 Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

Section # Participations.

Purchased Participations:

#L/C Participations

SECTION #4L/C Participations.

88 [Section 10.09]. Assignments, Participations, Etc.

#Successors and Assigns; Participations and Assignments