Common use of Participations Generally Clause in Contracts

Participations Generally. Any Lender may, without the consent of the Company, the Administrative Agent or the Issuing Lenders, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Company, the Administrative Agent, the Issuing Lenders and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. 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 to approve any amendment, modification or waiver of any provision of this Agreement; 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 10.02(b), or the first proviso to Section 10.02(d), that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Company agrees that each Participant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15 (subject to the requirements and limitations of such Sections, including the documentation requirements of Section 2.15(e) (which documentation shall be provided solely to the applicable Lender selling such participation) and Section

Participations Generally. Any Lender may, without the consent of the CompanyBorrowers, the Administrative Agent or the any Issuing LendersBank, sell participations to one or more banks or other entities financial institutions (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment Commitments and the Loans owing to held by it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the CompanyBorrowers, the Administrative Agent, the Issuing Lenders Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. 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 to approve any amendment, modification or waiver of any provision of this Agreement; 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 10.02(b), or the first proviso to Section 10.02(d), 9.02(b) that affects such Participant. Subject to paragraph (c)(iie)(ii) of this SectionSection 9.04, the Company agrees Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.132.14, 2.14 2.15 and 2.15 2.16 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 9.04. 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 that such Participant agrees to be subject to the requirements and limitations of such Sections, including the documentation requirements of Section 2.15(e2.17(d) (which documentation shall be provided solely to the applicable Lender selling such participation) and Sectionas though it were a Lender.

Participations Generally. Any Lender may, without the consent of the Company, the Administrative Agent or the Issuing Lenders, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Company, the Administrative Agent, the Issuing Lenders and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. 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 to approve any amendment, modification or waiver of any provision of this Agreement; 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 10.02(b), or the first proviso to Section 10.02(d), that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Company agrees that each Participant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15 (subject to the requirements and limitations of such Sections, including the documentation requirements of Section 2.15(e), and Section 2.17) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (which documentation b) of this Section. To the extent permitted by law, each Participant also shall be provided solely entitled to the applicable benefits of Section 10.08 as though it were a Lender, provided that such Participant agrees to be subject to Section 2.16(c) as though it were a Lender. Each Lender selling that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers (and such participationagency being solely for tax purposes), maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest amounts) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive and Sectionsuch 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 Generally. Any Lender may, without the consent of the CompanyBorrower, the Administrative Agent or the Agent, Issuing Lenders, Bank sell participations to one or more banks or other entities (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 Commitment Revolving Credit Pro Rata Share and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement and the other Loan Documents shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the CompanyBorrower, the Administrative Agent, the Issuing Lenders Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this AgreementAgreement 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 AgreementAgreement 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 10.02(b), or the first proviso to Section 10.02(d), 10.11 that affects such Participant. Subject to paragraph subclause (c)(ii) of this Section, the Company Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.132.14, 2.14 2.15 and 2.15 2.16 (subject to the requirements and limitations of such Sections, including the documentation requirements of Section 2.15(e) (which documentation shall be provided solely to the applicable same extent as if it were a Lender selling such participationand had acquired its interest by assignment pursuant to paragraph (b) and of this Section.

Participations Generally. Any Lender may, without the consent of the CompanyBorrower, the Administrative Agent or the Agent, Issuing Lenders, Bank sell participations to one or more banks or other entities (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 Commitment Term Loan Pro Rata Share and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement and the other Loan Documents shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the CompanyBorrower, the Administrative Agent, the Issuing Lenders Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this AgreementAgreement 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 AgreementAgreement 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 10.02(b), or the first proviso to Section 10.02(d), 10.11 that affects such Participant. Subject to paragraph subclause (c)(ii) of this Section, the Company Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.132.14, 2.14 2.15 and 2.15 2.16 (subject to the requirements and limitations of such Sections, including the documentation requirements of Section 2.15(e) (which documentation shall be provided solely to the applicable same extent as if it were a Lender selling such participationand had acquired its interest by assignment pursuant to paragraph (b) and of this Section.

Participations Generally. Any Lender may, without the consent of the Company, Company or the Administrative Agent or the Issuing Lenders, sell participations to one or more banks or other entities (a “Participant”) ), other than an Ineligible Institution, in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the CompanyObligors, the Administrative Agent, the Issuing Lenders Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. 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 to approve any amendment, modification or waiver of any provision of this Agreement; 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 10.02(b), or the first proviso to Section 10.02(d9.02(b), that affects such Participant. Subject to paragraph (c)(ii) of this SectionSection 9.04, the Company agrees that each Participant shall be entitled to the benefits of and subject to the obligations under Sections 2.13, 2.14 2.14, 2.15 and 2.15 2.16 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 9.04; provided that such Participant agrees to be subject to the requirements provisions of Sections 2.17 and limitations 2.18 as if it were an assignee under paragraph (b) of such Sectionsthis Section 9.04. Each Lender that sells a participation agrees, including at the documentation requirements Company’s request and expense, to use reasonable efforts to cooperate with the Company to effectuate the provisions of Section 2.15(e2.18(b) (which documentation with respect to any Participant. To the extent permitted by law, each Participant also shall be provided solely entitled to the applicable Lender selling benefits of Section 9.08 as though it were a Lender, provided such participationParticipant agrees to be subject to Section 2.17(d) as though it were a Lender. Notwithstanding anything in this paragraph to the contrary, any bank that is a member of the Farm Credit System that (a) has purchased a participation from CoBank in the minimum amount of $5,000,000 on or after the Effective Date, (b) is, by written notice to the Company and the Administrative Agent (“Voting Participant Notification”), designated by CoBank as being entitled to be accorded the rights of a voting participant hereunder (any bank that is a member of the Farm Credit System so designated being called a “Voting Participant”) and Section(c) receives prior written consent of the Company and the Administrative Agent to become a Voting Participant, shall be entitled to vote (and the voting rights of CoBank shall be correspondingly reduced), on a dollar-for-dollar basis, as if such participant were a Lender, on any matter requiring or allowing a Lender to provide or withhold its consent, or to otherwise vote on any proposed action. To be effective, each Voting Participant Notification shall, with respect to any Voting Participant, (i) state the full name, as well as all contact information required of assignee as set forth in Exhibit A hereto and (ii) state the Dollar amount of the participation purchased. Notwithstanding the foregoing, each of the following members of the Farm Credit System shall be a Voting Participant without delivery of a Voting Participant Notification and without the prior written consent of the Company and the Administrative Agent: (i) 1st Farm Credit Services, FLCA, (ii) American AgCredit, FLCA, (iii) AgFirst Farm Credit Bank, (iv) United FCS, FLCA dba FCS Commercial Finance Group, (v) Farm Credit West, FLCA, (vi) Farm Credit Bank of Texas, (vii) Farm Credit Mid-America, FLCA, (viii) Farm Credit of New Mexico, FLCA, a wholly owned subsidiary of Farm Credit of New Mexico, ACA, (ix) Farm Credit Services of America, FLCA and (x) Northwest Farm Credit Services, FLCA. The Company and the Administrative Agent shall be entitled to conclusively rely on information contained in notices delivered pursuant to this paragraph.

Participations Generally. Any Lender may, without the consent of the Company, the Administrative Agent Borrower or the Issuing LendersSenior Agent, sell participations to one or more banks or other entities (a “Participant”"PARTICIPANT") in all or a portion of such Lender’s 's rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided PROVIDED that (A) such Lender’s 's obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the CompanyBorrower, the Administrative Senior Agent, the Issuing Lenders and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement. 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 to approve any amendment, modification or waiver of any provision of this Agreement; provided 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 10.02(b), or the first proviso to Section 10.02(d), 9.02(b) that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Company Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.132.12, 2.13 and 2.14 and 2.15 (subject to the requirements same extent as if it were a Lender and limitations had acquired its interest by assignment pursuant to paragraph (b) of such Sections, including the documentation requirements of Section 2.15(e) (which documentation shall be provided solely to the applicable Lender selling such participation) and this Section.