Common use of Bid Borrowing Clause in Contracts

Bid Borrowing. (A) At such time and from time to time as the Company agrees to purchase grain from a Seller, CoBank agrees that the Company may request CoBank to submit an offer to make a loan to enable the Company to effect the purchase, provided, however, that CoBank may, but shall have no obligation to, submit such offer, and the Company may, but shall have no obligation to, accept any such offer. A request that CoBank submit an offer to make a loan hereunder shall be referred to herein as a “bid request”, and an offer to make a loan that specifies the loan amount, interest rate and maturity shall be referred to herein as the “bid”. Each bid request shall be made only in conjunction with a specific grain purchase from a Seller. Each bid request, whether made orally or in writing, shall be accompanied by a completed copy (which may be a facsimile copy) of a “Confirmation of Trade Under the Master Sales/Repurchase Agreement” as described in, and the form of which is attached as Exhibit “A” to, the Sale/Repurchase Agreement (the “Confirmation”). CoBank may, in response to a bid request, in its discretion, irrevocably submit to the Company a bid containing an offer to make the loan. Each bid must be submitted to the Company, whether orally or in writing, by 10:00 a.m. (Denver, Colorado time) on the day following the bid request. Each bid shall (i) specify the amount of the loan for which such bid is being made, which shall not exceed 90% of the Sale Price set forth in the Confirmation; (ii) the rate of interest per annum offered for the loan, and (iii) the maturity date of the loan, which date shall be the Uncommitted Revolving Credit Supplement And Promissory Note No. E577S01I FCSTONE FINANCIAL, INC. West Des Moines, Iowa same as the Repurchase Date as set forth in the Confirmation. Not later than 11:00 a.m. (Denver, Colorado time) on the day the Company receives CoBank’s bid, the Company shall either reject the bid or accept the bid by giving notice to CoBank by telephone in either case, confirmed by facsimile. Failure to properly notify CoBank of an acceptance of the bid shall be deemed a rejection. Any loan made as result of the Company’s acceptance of CoBank’s bid shall be subject to the terms of the MLA, this Supplement and all other loan documents entered into by the Company in connection with the MLA (collectively, “Loan Documents”). (B) Notwithstanding the Company’s acceptance of any bid, CoBank shall have no obligation to make the loan described in the bid unless and until CoBank (or a third party collateral custodian acceptable to CoBank) receives possession of the warehouse receipt issued by the warehouse that is storing the grain being purchased by the Company. Such warehouse receipt must be in proper form, properly describing the grain and the grade and quantity thereof, and be properly endorsed over to CoBank (or CoBank must have the power and authority to endorse the warehouse receipt on behalf of the Company if endorsed to the Company). CoBank (or any third party collateral custodian) shall hold such warehouse receipts as custodian pursuant to a Custodial Agreement between CoBank and the Company (and, if applicable any third party collateral custodian). The warehouse receipts shall remain in the name of the Company, but the Company hereby appoints CoBank (or any third party collateral custodian) as its attorney-in-fact to endorse the warehouse receipts to CoBank (or any third party) upon the occurrence of an Event of Default (as defined in the MLA). Such power shall be deemed to be coupled with an interest and shall be irrevocable during the term hereof and for so long as any balance under this Supplement is unpaid. The Company agrees that any purchaser, grantee or transferee of a warehouse receipt from CoBank shall be entitled to rely on CoBank’s (or any third party collateral custodian’s) endorsement thereon as attorney-in-fact for the Company without inquiry as to the existence of CoBank’s authority or the existence of an Event of Default. If the Company is not in default, CoBank (or any third party collateral custodian) shall surrender warehouse receipts as provided in the Custodial Agreement between the parties as needed for the Company to perform its obligations to sell under its Sale/Repurchase Agreement. CoBank acknowledges that it (or any third party collateral custodian) takes custody of, and rights in, the warehouse receipts subject to the terms of the underlying Sale/Repurchase Agreement and CoBank agrees, for the benefit of the Company and the Company’s customer, that it will, in the event of the Company’s default, exercise CoBank’s rights and remedies as a secured creditor under the Loan Documents, and honor the terms of the underlying Sale/Repurchase Agreement by surrendering (or causing any third party collateral custodian to surrender) the warehouse receipt under the terms thereof upon receipt of payment in accordance with the terms of the Sale/Repurchase Agreement.

Bid Borrowing. (A) At such time and from time to time as the Company agrees to purchase grain from a Seller, CoBank agrees that the Company may request CoBank to submit an offer to make a loan to enable the Company to effect the purchase, provided, however, that CoBank may, but shall have no obligation to, submit such offer, and the Company may, but shall have no obligation to, accept any such offer. A request that CoBank submit an offer to make a loan hereunder shall be referred to herein as a “bid request”, and an offer to make a loan that specifies the loan amount, interest rate and maturity shall be referred to herein as the “bid”. Each bid request shall be made only in conjunction with a specific grain purchase from a Seller. Each bid request, whether made orally or in writing, shall be accompanied by a completed copy (which may be a facsimile copy) of a “Confirmation of Trade Under the Master Sales/Repurchase Agreement” as described in, and the form of which is attached as Exhibit “A” to, the Sale/Repurchase Agreement (the “Confirmation”). CoBank may, in response to a bid request, in its discretion, irrevocably submit to the Company a bid containing an offer to make the loan. Each bid must be submitted to the Company, whether orally or in writing, by 10:00 a.m. (Denver, Colorado time) on the day following the bid request. request Each bid shall (i) specify the amount of the loan for which such bid is being made, which shall not exceed 90% of the Sale Price set forth in the Confirmation; (ii) the rate of interest per annum offered for the loan, and (iii) the maturity date of the loan, which date shall be the Uncommitted Revolving Credit Supplement And Promissory Note No. E577S01I FCSTONE FINANCIAL, INC. West Des Moines, Iowa same as the Repurchase Date as set forth in the Confirmation. Not later Later than 11:00 a.m. (Denver, Colorado time) on the day the Company receives CoBank’s bid, the Company shall either reject the bid or accept the bid by giving notice to CoBank by telephone in either case, confirmed by facsimile. Failure to properly notify CoBank of an acceptance of the bid shall be deemed a rejection. Any loan made as result of the Company’s acceptance of CoBank’s bid shall be subject to the terms of the MLA, this Supplement and all other loan documents entered into by the Company in connection with the MLA (collectively, “Loan Documents”). (B) Notwithstanding the Company’s acceptance of any bid, CoBank shall have no obligation to make the loan described in the bid unless and until CoBank (or a third party collateral custodian acceptable to CoBank) receives possession of the warehouse receipt issued by the warehouse that is storing the grain being purchased by the Company. Such warehouse receipt must be in proper form, properly describing the grain and the grade and quantity thereof, and be properly endorsed over to CoBank (or CoBank must have the power and authority to endorse the warehouse receipt on behalf of the Company if endorsed to the Company). CoBank (or any third party collateral custodian) shall hold such warehouse receipts as custodian and secured party pursuant to a Custodial Agreement between CoBank and the Company Company, the form of which is attached hereto as Exhibit B and incorporated herein (and, if applicable any third party collateral custodianthe “Custodial Agreement”). The warehouse receipts shall remain in the name of the Company, but the Company hereby appoints CoBank (or any third party collateral custodian) as its attorney-in-fact to endorse the warehouse receipts to CoBank (or any third party) upon the occurrence of an Event of Default (as defined in the MLA). Such power shall be deemed to be coupled with an interest and shall be irrevocable during the term hereof and for so long as any balance under this Supplement is unpaid. The Company agrees that any purchaser, grantee or transferee of a warehouse receipt from CoBank shall be entitled to rely on CoBank’s (or any third party collateral custodian’s) endorsement thereon as attorney-in-fact for the Company without inquiry as to the existence of CoBank’s authority or the existence of an Event of Default. If the Company is not in default, CoBank (or any third party collateral custodian) shall surrender warehouse receipts as provided in the Custodial Agreement between the parties as needed for the Company to perform its obligations to sell under its Sale/Sale & Repurchase Agreement. CoBank acknowledges that it (or any third party collateral custodian) takes custody of, and rights in, the warehouse receipts subject to the terms of the underlying Sale/Repurchase Agreement and CoBank agrees, for the benefit of the Company and the Company’s customer, that it will, in the event of the Company’s default, exercise CoBank’s rights and remedies as a secured creditor under the Loan Documents, and honor the terms of the underlying Sale/Repurchase Agreement by surrendering (or causing any third party collateral custodian to surrender) the warehouse receipt under the terms thereof upon receipt of payment in accordance with the terms of the Sale/Repurchase Agreement.

Bid Borrowing. (A) At such time and from time to time as the Company agrees to purchase grain from a Seller, CoBank agrees that the Company may request CoBank to submit an offer to make a loan to enable the Company to effect the purchase, provided, however, that CoBank may, but shall have no obligation to, to submit such offer, and the Company may, but shall have no obligation to, accept any such offer. A request that CoBank submit an offer to make a loan hereunder shall be referred to herein as a “bid request”, and an offer to make a loan that specifies the loan amount, interest rate and maturity shall be referred to herein as the “bid”. Each bid request shall be made only in conjunction with a specific grain purchase from a Seller. Each bid request, whether made orally or in writing, shall be accompanied by a completed copy (which may be a facsimile copy) of a “Confirmation of Trade Under the Master Sales/Repurchase Agreement” as described in, and the form of which is attached as Exhibit “A” to, the SaleSales/Repurchase Agreement (the “Confirmation”). CoBank may, in response to a bid request, in its discretion, Uncommitted Revolving Credit Supplement And Promissory Note No. E577S01E FCSTONE FINANCIAL, INC. West Des Moines, Iowa irrevocably submit to the Company a bid containing an offer to make the loan. Each bid must be submitted to the Company, whether orally or in writing, by 10:00 a.m. (Denver, Colorado time) on the day following the bid request. Each bid shall (i) specify the amount of the loan for which such bid is being made, which shall not exceed 90% of the Sale Price set forth in the Confirmation; , (ii) the rate of interest per annum offered for the loan, and (iii) the maturity date of the loan, which date shall be the Uncommitted Revolving Credit Supplement And Promissory Note No. E577S01I FCSTONE FINANCIAL, INC. West Des Moines, Iowa same as the Repurchase Date as set forth in the Confirmation. Not later than 11:00 a.m. (Denver, Colorado time) on the day the Company receives CoBank’s bid, the Company shall either reject the bid or accept the bid by giving notice to CoBank by telephone in either case, confirmed by facsimile. Failure to properly notify CoBank of an acceptance of the bid shall be deemed a rejection. Any loan made as result of the Company’s acceptance of CoBank’s bid shall be subject to the terms of the MLA, this Supplement and all other loan documents entered into by the Company in connection with the MLA (collectively, “Loan Documents”). (B) Notwithstanding the Company’s acceptance of any bid, CoBank shall have no obligation to make the loan described in the bid unless and until CoBank (or a third party collateral custodian acceptable to CoBank) receives possession of the warehouse receipt issued by the warehouse that is storing the grain being purchased by the Company. Such warehouse receipt must be in proper form, properly describing the grain and the grade and quantity thereof, and be properly endorsed over to CoBank (or CoBank must have the power and authority to endorse the warehouse receipt on behalf of the Company if endorsed to the Company). CoBank (or any third party collateral custodian) shall hold such warehouse receipts as custodian pursuant to a Custodial Agreement between CoBank and the Company (and, if applicable any third party collateral custodian). The warehouse receipts shall remain in the name of the Company, but the Company hereby appoints CoBank (or any third party collateral custodian) as its attorney-in-fact to endorse the warehouse receipts to CoBank (or any third party) upon the occurrence of an Event of Default (as defined in the MLA). Such power shall be deemed to be coupled with an interest and shall be irrevocable during the term hereof and for so long as any balance under this Supplement is unpaid. The Company agrees that any purchaser, grantee or transferee of a warehouse receipt from CoBank shall be entitled to rely on CoBank’s (or any third party collateral custodian’s) endorsement thereon as attorney-in-fact for the Company without inquiry as to the existence of CoBank’s authority or the existence of an Event of Default. If the Company is not in default, CoBank (or any third party collateral custodian) shall surrender warehouse receipts as provided in the Custodial Agreement between the parties as needed for the Company to perform its obligations to sell under its Sale/Repurchase Agreement. CoBank acknowledges that it (or any third party collateral custodian) takes custody of, and rights in, the warehouse receipts subject to the terms of the underlying Sale/Repurchase Agreement and CoBank agrees, for the benefit of the Company and the Company’s customer, that it will, in the event of the Company’s default, exercise CoBank’s rights and remedies as a secured creditor credit under the Loan Documents, and honor the terms of the underlying Sale/Repurchase Agreement by surrendering (or causing any third party collateral custodian to surrender) the warehouse receipt under the terms thereof upon receipt of payment in accordance with the terms of the Sale/Repurchase Sale//Repurchase Agreement.. Uncommitted Revolving Credit Supplement And Promissory Note No. E577S01E FCSTONE FINANCIAL, INC. West Des Moines, Iowa

Bid Borrowing. (A) At such time and from time to time as the Company agrees to purchase grain from a Seller, CoBank agrees that the Company may request CoBank to submit an offer to make a loan to enable the Company to effect the purchase, provided, however, that CoBank may, but shall have no obligation to, submit such offer, and the Company may, but shall have no obligation to, accept any such offer. A request that CoBank submit an offer to make a loan hereunder shall be referred to herein as a “bid request”, and an offer to make a loan that specifies the loan amount, interest rate and maturity shall be referred to herein as the “bid”. Each bid request shall be made only in conjunction with a specific grain purchase from a Seller. Each bid request, whether made orally or in writing, shall be accompanied by a completed copy (which may be a facsimile copy) of a “Confirmation of Trade Under the Master Sales/Repurchase Agreement” as described in, and the form of which is attached as Exhibit “A” to, the Sale/Repurchase Agreement (the “Confirmation”). CoBank may, in response to a bid request, in its discretion, irrevocably submit to the Company a bid containing an offer to make the loan. Each bid must be submitted to the Company, whether orally or in writing, by 10:00 a.m. (Denver, Colorado time) on the day following the bid request. Each bid shall (i) specify the amount of the loan for which such bid is being made, which shall not exceed 90% of the Sale Price set forth in the Confirmation; (ii) the rate of interest per annum offered for the loan, and (iii) the maturity date of the loan, which date shall be the Uncommitted Revolving Credit Supplement And Promissory Note No. E577S01I FCSTONE FINANCIAL, INC. West Des Moines, Iowa same as the Repurchase Date as set forth in the Confirmation. Not later Later than 11:00 a.m. (Denver, Colorado time) on the day the Company receives CoBank’s bid, the Company shall either reject the bid or accept the bid by giving notice to CoBank by telephone in either case, confirmed by facsimile. Failure to properly notify CoBank of an acceptance of the bid shall be deemed a rejection. Any loan made as result of the Company’s acceptance of CoBank’s bid shall be subject to the terms of the MLA, this Supplement and all other loan documents entered into by the Company in connection with the MLA (collectively, “Loan Documents”). (B) Notwithstanding the Company’s acceptance of any bid, CoBank shall have no obligation to make the loan described in the bid unless and until CoBank (or a third party collateral custodian acceptable to CoBank) receives possession of the warehouse receipt issued by the warehouse that is storing the grain being purchased by the Company. Such warehouse receipt must be in proper form, properly describing the grain and the grade and quantity thereof, and be properly endorsed over to CoBank (or CoBank must have the power and authority to endorse the warehouse receipt on behalf of the Company if endorsed to the Company). CoBank (or any third party collateral custodian) shall hold such warehouse receipts as custodian pursuant to a Custodial Agreement between CoBank and the Company (and, if applicable any third party collateral custodian). The warehouse receipts shall remain in the name of the Company, but the Company hereby appoints CoBank (or any third party collateral custodian) as its attorney-in-fact to endorse the warehouse receipts to CoBank (or any third party) upon the occurrence of an Event of Default (as defined in the MLA). Such power shall be deemed to be coupled with an interest and shall be irrevocable during the term hereof and for so long as any balance under this Supplement is unpaid. The Company agrees that any purchaser, grantee or transferee of a warehouse receipt from CoBank shall be entitled to rely on CoBank’s (or any third party collateral custodian’s) endorsement thereon as attorney-in-fact for the Company without inquiry as to the existence of CoBank’s authority or the existence of an Event of Default. If the Company is not in default, CoBank (or any third party collateral custodian) shall surrender warehouse receipts as provided in the Custodial Agreement between the parties as needed for the Company to perform its obligations to sell under its Sale/Repurchase Agreement. CoBank acknowledges that it (or any third party collateral custodian) takes custody of, and rights in, the warehouse receipts subject to the terms of the underlying Sale/Repurchase Agreement and CoBank agrees, for the benefit of the Company and the Company’s customer, that it will, in the event of the Company’s default, exercise CoBank’s rights and remedies as a secured creditor under the Loan Documents, and honor the terms of the underlying Sale/Repurchase Agreement by surrendering (or causing any third party collateral custodian to surrender) the warehouse receipt under the terms thereof upon receipt of payment in accordance with the terms of the Sale/Repurchase Agreement.