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. 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. By the Issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing or decreasing the Available Amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, such Issuing Bank hereby grants to each [[Organization B:Organization]], and each [[Organization B:Organization]] hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such [[Organization B:Organization]]’s Ratable Share of the Available Amount of such Letter of Credit. The [[Organization A:Organization]] hereby agrees to each such participation. In consideration and in furtherance of the foregoing, each [[Organization B:Organization]] hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such [[Organization B:Organization]]’s Ratable Share of each drawing made under a Letter of Credit funded by such Issuing Bank and not reimbursed by the [[Organization A:Organization]] as provided in [Section 2.03(d)], or of any reimbursement payment required to be refunded to the [[Organization A:Organization]] for any reason, which amount will be advanced, and deemed to be an Advance to the [[Organization A:Organization]] hereunder, regardless of the satisfaction of the conditions set forth in [Section 3.02]. Each [[Organization B:Organization]] 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 Event of Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each [[Organization B:Organization]] further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such [[Organization B:Organization]]’s Ratable Share of the Available Amount of such Letter of Credit at each time such [[Organization B:Organization]]’s Revolving Credit Commitment is amended pursuant to a Commitment Increase in accordance with [Section 2.17], an assignment in accordance with [Section 8.07] or otherwise pursuant to this Agreement.

Each Lender may, with the prior written consent of Administrative Agent, Swing Line Lender, Issuing Bank and Lead Borrower, which consents shall not be unreasonably withheld, conditioned or delayed (which consent of Lead Borrower shall not be required # at any time a Default or Event of Default exists or has occurred and is continuing or # in connection with an assignment to a Person that is a Lender, an Affiliate (other than individuals) of a Lender or an Approved Fund so long as no Default or Event of Default exists at the time of such assignment), assign all or, if less than all, # with respect to assignments of the Tranche A Revolving Loans, a portion equal to at least $5,000,000 in the aggregate for the assigning Tranche A Lender, and # with respect to assignments of the Tranche A-1 Revolving Loans, a portion equal to at least $1,000,000 in the aggregate for the assigning Tranche A-1 Lender, of such rights and obligations under this Agreement to one or more Eligible Transferees (but not including for this purpose any assignments in the form of a participation), each of which assignees shall become a party to this Agreement as a Lender by execution of an Assignment and Acceptance; provided, that, # such transfer or assignment will not be effective until recorded by Administrative Agent on the Register and # Administrative Agent shall have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $5,000.

Any Lender may, with the prior written consent of Agent (which consent shall not be unreasonably withheld) and, so long as no Event of Default has occurred and is continuing, prior written consent of Borrowers, assign and delegate to one or more Eligible Assignees (provided that no consent of Agent or any Borrower shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender and no consent of any Borrower shall be required in connection with any assignment and delegation by a Lender to another Lender) (each an “Assignee”) all, or any ratable part of all, of the Revolving Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Revolving Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until # written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to Borrowers and Agent by such Lender and the Assignee; # such Lender and its Assignee shall have delivered to Borrowers and Agent an Assignment and Acceptance in the form of [Exhibit B] (“Assignment and Acceptance”), together with any Note or Notes subject to such assignment; and # the assignor Lender or Assignee has paid to Agent a processing fee in the amount of $3,000.

Reallocation of Participations. On the Existing Commitment Termination Date, if any LC Exposure exists at such time:

(i) Subject to the conditions set forth in clause (a)(ii) below, any Lender may assign and delegate all or any portion of its rights and duties under the Loan Documents (including the Obligations owed to it and its Commitments) to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”), with the prior written consent (such consent not be unreasonably withheld or delayed) of:

This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, Borrower may not assign or transfer any of its rights, obligations or interest hereunder without the prior written consent of Lender and, provided further, that, although Lender may sell participations in its rights hereunder without the need for notice to, or consent of, Borrower, each participant must be a [[Borrower:Organization]] or state-chartered bank and a participant shall not constitute a “lender” hereunder. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant’s rights in respect of such participation to be those set forth in the agreement executed by Lender in favor of the participant relating thereto) and all amounts payable by Borrower hereunder shall be determined as if Lender had not sold such participation and Lender’s obligations under the Credit Documents shall remain unchanged.

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

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.