Common use of CoBank Equities Clause in Contracts

CoBank Equities. (a) The Borrower and CoBank, in its capacity as a Lender, hereby acknowledge that the Borrower has, on or prior to the Closing Date and in connection with the Loans and Commitments made by CoBank, acquired equity in CoBank in such amount as is required on the Closing Date in accordance with CoBank’s bylaws and capital plan or similar documents, and such amount did not exceed the maximum amount permitted by the applicable bylaws, capital plan and related documents at such time. The Borrower acknowledges receipt of documents from CoBank that describe the nature of the Borrower’s stock and other equities in CoBank acquired in connection with its patronage loan from CoBank (the “CoBank Equities”) as well as applicable capitalization requirements as the same exist on the Closing Date, and agrees to be bound by the terms thereof. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the parties hereto expressly agree that failure by the Borrower to comply with the applicable bylaws, capital plan and related documents of CoBank shall not constitute a Default or an Event of Default hereunder or under any other Loan Document and shall not give rise to any right or remedy of any Agent, Lender or other Secured Party or other Person under any Loan Document and the sole consequence of such event shall be that the Borrower shall not be permitted to participate in the patronage loan program of CoBank with respect to the Loans unless and until the Borrower has complied with such requirements and that, as a result of such non-compliance, CoBank may seek to assign its Loans and Commitments in accordance with the terms hereof. (b) Each party hereto acknowledges that CoBank has a statutory first lien pursuant to the Farm Credit Act of 1971 on all CoBank Equities that the Borrower may now own or hereafter acquire, which statutory lien shall be for CoBank’s sole and exclusive benefit. Notwithstanding anything herein or in any other Loan Document to the contrary, the CoBank Equities shall not constitute security for the Obligations due to any other Secured Party. To the extent that any of the Loan Documents create a Lien on the CoBank Equities or on patronage accrued by CoBank for the account of the Borrower (including, in each case, proceeds thereof), such Lien shall be for CoBank’s sole and exclusive benefit and shall not be subject to pro rata sharing hereunder. Neither the CoBank Equities nor any accrued patronage shall be offset against the Obligations except that, in the event of an Event of Default, CoBank may elect, solely at its discretion, to apply the cash portion of any patronage distribution or retirement of equity to amounts owed to CoBank under this Agreement, whether or not such amounts are currently due and payable. The Borrower acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the Borrower. CoBank shall have no obligation to retire the CoBank Equities upon any Event of Default, Default or any other default by the Borrower or any other Loan Party, or at any other time, either for application to the Obligations or otherwise.

CoBank Equities. (a) The So long as CoBank is a Lender hereunder, the Borrower will acquire equity in CoBank in such amounts and at such times as CoBank may require in accordance with CoBank’s ByLaws and Capital Plan (as each may be amended from time to time), in its capacity as a Lender, hereby acknowledge except that the maximum amount of equity that the Borrower has, on or prior may be required to the Closing Date and purchase in CoBank in connection with the Loans and Commitments made by CoBank, acquired equity in CoBank in such amount as is required on the Closing Date in accordance with CoBank’s bylaws and capital plan or similar documents, and such amount did may not exceed the maximum amount permitted by the applicable bylaws, capital plan ByLaws and related documents the Capital Plan at such timethe time this Agreement is entered into. The Borrower acknowledges receipt of documents from CoBank that a copy of (i) CoBank’s most recent annual report, and if more recent, CoBank’s latest quarterly report, (ii) CoBank’s Notice to Prospective Stockholders and (iii) CoBank’s ByLaws and Capital Plan, which describe the nature of all of the Borrower’s stock and other equities in CoBank acquired in connection with its patronage loan from CoBank (the “CoBank Equities”) as well as applicable capitalization requirements as the same exist on the Closing Daterequirements, and agrees to be bound by the terms thereof. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the parties hereto expressly agree that failure by the Borrower to comply with the applicable bylaws, capital plan and related documents of CoBank shall not constitute a Default or an Event of Default hereunder or under any other Loan Document and shall not give rise to any right or remedy of any Agent, Lender or other Secured Party or other Person under any Loan Document and the sole consequence of such event shall be that the Borrower shall not be permitted to participate in the patronage loan program of CoBank with respect to the Loans unless and until the Borrower has complied with such requirements and that, as a result of such non-compliance, CoBank may seek to assign its Loans and Commitments in accordance with the terms hereof. (b) Each party hereto acknowledges that CoBank has a statutory first lien pursuant to the Farm Credit Act of 1971 on all CoBank Equities that the Borrower may now own or hereafter acquire, which statutory lien shall be for CoBank’s sole ByLaws and exclusive benefit. Notwithstanding anything herein or in any other Loan Document Capital Plan (as each may be amended from time to time) shall govern (i) the contrary, rights and obligations of the parties with respect to the CoBank Equities shall not constitute security for the Obligations due to and any patronage refunds or other Secured Party. To the extent that any of the Loan Documents create a Lien distributions made on the CoBank Equities account thereof or on patronage accrued by CoBank for the account of the Borrower Borrower’s patronage with CoBank, (including, ii) the Borrower’s eligibility for patronage distributions from CoBank (in each case, proceeds thereof), such Lien shall be for CoBank’s sole and exclusive benefit and shall not be subject to pro rata sharing hereunder. Neither the form of CoBank Equities nor any accrued and cash) and (iii) patronage shall be offset against the Obligations except thatdistributions, if any, in the event of an Event a sale of Default, CoBank may elect, solely at its discretion, to apply the cash portion of any patronage distribution or retirement of equity to amounts owed to CoBank under this Agreement, whether or not such amounts are currently due and payable. The Borrower acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the Borrowera participation interest. CoBank shall have no obligation reserves the right to retire the CoBank Equities upon any Event of Default, Default assign or sell participations in all or any other default by the Borrower part of its Commitments or any other Loan Party, or at any other time, either for application to the Obligations or otherwiseoutstanding Loans hereunder on a non-patronage basis.

CoBank Equities. (a) The Borrower Each party hereto acknowledges that CoBank’s Bylaws and CoBank, in its capacity Capital Plan (as a Lender, hereby acknowledge that each may be amended from time to time) shall govern (i) the Borrower has, on or prior rights and obligations of the parties with respect to the Closing Date CoBank Equities and in connection with the Loans and Commitments any patronage refunds or other distributions made by CoBank, acquired equity in CoBank in such amount as is required on the Closing Date in accordance with CoBank’s bylaws and capital plan account thereof or similar documents, and such amount did not exceed the maximum amount permitted by the applicable bylaws, capital plan and related documents at such time. The Borrower acknowledges receipt of documents from CoBank that describe the nature on account of the Borrower’s stock and other equities in CoBank acquired in connection patronage with its CoBank, (ii) the Borrower’s eligibility for patronage loan distributions from CoBank (in the “form of CoBank Equities”Equities and cash) as well as applicable capitalization requirements as and (iii) patronage distributions, if any, in the same exist event of a sale of a participation interest. CoBank reserves the right to assign or sell participations in all or any part of its (or its affiliate’s) Commitments or outstanding Loans hereunder on the Closing Date, and agrees to be bound by the terms thereof. a non-patronage basis. (b) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the parties hereto expressly agree that failure by the Borrower to comply with the applicable bylaws, capital plan and related documents of CoBank shall not constitute a Default or an Event of Default hereunder or under any other Loan Document and shall not give rise to any right or remedy of any Agent, Lender or other Secured Party or other Person under any Loan Document and the sole consequence of such event shall be that the Borrower shall not be permitted to participate in the patronage loan program of CoBank with respect to the Loans unless and until the Borrower has complied with such requirements and that, as a result of such non-compliance, CoBank may seek to assign its Loans and Commitments in accordance with the terms hereof. (b) Each each party hereto acknowledges that that: (i) CoBank has a statutory first lien Lien pursuant to the Farm Credit Act of 1971 (as amended from time to time) on all CoBank Equities that the Borrower may now own or hereafter acquire, which statutory lien Lien shall be for CoBank’s (or its affiliate’s) sole and exclusive benefit. Notwithstanding anything herein ; (ii) during the existence of any Event of Default, CoBank may at its sole discretion, but shall not be required to, foreclose on its statutory first Lien on the CoBank Equities and/or set off the value thereof or in of any other Loan Document cash patronage against the Obligations; (iii) during the existence of any Event of Default, CoBank may at its sole discretion, but shall not be required to, without notice except as required by applicable Law, retire and cancel all or part of the CoBank Equities owned by or allocated to the contrary, Borrower in accordance with the Farm Credit Act of 1971 (as amended from time to time) and any regulations promulgated pursuant thereto in total or partial liquidation of the Obligations for such value as may be required pursuant applicable Law and CoBank’s Bylaws and Capital Plan (as each may be amended from time to time); (iv) the CoBank Equities shall not constitute security for the Obligations due to the Administrative Agent, any other Lender or any other Secured Party. To ; (v) to the extent that any of the Loan Documents create a Lien on the CoBank Equities or on patronage accrued by CoBank for the account of the Borrower (including, in each case, proceeds thereof)Equities, such Lien shall be for CoBank’s (or its affiliate’s) sole and exclusive benefit and shall not be subject to pro rata sharing hereunder. Neither ; (vi) any setoff effectuated pursuant to the CoBank Equities nor any accrued patronage shall preceding clauses (ii) or (iii) may be offset against the Obligations except that, in the event of an Event of Default, CoBank may elect, solely at its discretion, to apply the cash portion of any patronage distribution or retirement of equity to amounts owed to CoBank under this Agreement, undertaken whether or not such amounts the Obligations are currently due and payable. The Borrower acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the Borrower. ; and (vii) CoBank shall have no obligation to retire the CoBank Equities upon any Event of Default, Default or any other default by the Borrower or any other Loan PartyBorrower, or at any other time, either for application to the Obligations or otherwise. Borrower acknowledges that any corresponding tax liability associated with CoBank’s application of the value of the CoBank Equities to any portion of the Obligations is the sole responsibility of Borrower.

CoBank Equities. (aA) The For so long as CoBank is a Lender hereunder, Borrower will acquire equity in CoBank in such amounts and at such times as CoBank may require in accordance with CoBank’s Bylaws and Capital Plan (as each may be amended from time to time), in its capacity as a Lender, hereby acknowledge except that the maximum amount of equity that Borrower has, on or prior may be required to the Closing Date and purchase in CoBank in connection with the Loans and Commitments made by CoBank, acquired equity in CoBank in such amount as is required on the Closing Date in accordance with CoBank’s bylaws and capital plan or similar documents, and such amount did hereunder may not exceed the maximum amount permitted by CoBank’s Bylaws and Capital Plan at the applicable bylaws, capital plan and related documents at such timetime this Agreement is entered into. The Borrower acknowledges receipt of documents from CoBank that a copy of (i) CoBank’s most recent annual report, and if more recent, CoBank’s latest quarterly report, (ii) CoBank’s Notice to Prospective Stockholders and (iii) CoBank’s Bylaws and Capital Plan, which describe the nature of the all of Borrower’s stock and other equities in CoBank acquired in connection with its patronage loan from CoBank (the “CoBank Equities”) as well as applicable capitalization requirements as the same exist on the Closing Daterequirements, and agrees to be bound by the terms thereof. Notwithstanding anything . (B) Each party hereto acknowledges that CoBank’s Bylaws and Capital Plan (as each may be amended from time to time) shall govern (x) the contrary contained herein or in any other Loan Document, rights and obligations of the parties hereto expressly agree that failure by the Borrower to comply with the applicable bylaws, capital plan and related documents of CoBank shall not constitute a Default or an Event of Default hereunder or under any other Loan Document and shall not give rise to any right or remedy of any Agent, Lender or other Secured Party or other Person under any Loan Document and the sole consequence of such event shall be that the Borrower shall not be permitted to participate in the patronage loan program of CoBank with respect to the CoBank Equities and any patronage refunds or other distributions made on account thereof or on account of Borrower’s patronage with CoBank, (y) Borrower’s eligibility for patronage distributions from CoBank (in the form of CoBank Equities and cash) and (2) patronage distributions, if any, in the event of a sale of a participation interest. CoBank reserves the right to assign or sell participations in all or any part of its Loans unless and until the Borrower has complied with such requirements and that, as or Loan Commitments on a result of such non-compliance, CoBank may seek to assign its Loans and Commitments in accordance with the terms hereofpatronage basis. (bC) Each party hereto acknowledges that CoBank has a statutory first lien pursuant to the Farm Credit Act of 1971 (as amended from time to time) on all CoBank Equities that the Borrower may now own or hereafter acquire, which statutory lien shall be for CoBank’s sole and exclusive benefit. Notwithstanding anything herein or in any other Loan Document to the contrary, the The CoBank Equities shall not constitute security for the Secured Obligations due to any other Secured Party. To the extent that any of the Loan Documents create a Lien on the CoBank Equities or on patronage accrued by CoBank for the account of the Borrower (including, in each case, proceeds thereof), such Lien shall be for CoBank’s sole and exclusive benefit and shall not be subject to pro rata sharing hereunder. Neither the CoBank Equities nor any accrued patronage shall be offset against the Secured Obligations except that, in the event of an Event of Default, CoBank may elect, solely elect at its discretion, CoBank’s sole discretion to apply the cash portion of any patronage distribution or retirement of equity to amounts owed to CoBank due under this Agreement, whether or not such amounts are currently due and payable. The Borrower acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the Borrower. CoBank shall have no obligation to retire the CoBank Equities upon any Event of Default, Default or any other default by the Borrower or any other Loan Party, or at any other time, either for application to the Secured Obligations or otherwise.. Amended and Restated Credit Agreement/Shenandoah Telecommunications Company

CoBank Equities. (a) The Borrower and CoBank, in its capacity as a Lender, hereby acknowledge that the Borrower has, on or prior In addition to the Closing Date and other remedies set forth in connection with this section, during the Loans and Commitments made by CoBankexistence of any Event of Default, acquired equity in CoBank in such amount as is may at its sole discretion, but shall not be required to, (i) foreclose on the Closing Date in accordance with CoBank’s bylaws and capital plan or similar documents, and such amount did not exceed the maximum amount permitted by the applicable bylaws, capital plan and related documents at such time. The Borrower acknowledges receipt of documents from CoBank that describe the nature its statutory first Lien on any of the Borrower’s stock, patronage refunds issued in the form of stock or otherwise constituting allocated units, patronage surplus (including any such surplus accrued by Xxxxxx for the account of Borrower) and other equities in CoBank Lender acquired in connection with its with, or because of the existence of, Xxxxxxxx’s patronage loan from CoBank Lender, and the proceeds of any of the foregoing (the “CoBank Equities”) and/or set off the value thereof or of any cash patronage against the Borrower’s obligations under this Agreement and the other Loan Documents; and (ii) without notice except as well as required by applicable capitalization requirements as Law, retire and cancel all or part of the same exist on the Closing Date, and agrees to be bound CoBank Equities owned by the terms thereof. Notwithstanding anything or allocated to the contrary contained herein or in any other Loan Document, the parties hereto expressly agree that failure by the Borrower to comply with the applicable bylaws, capital plan and related documents of CoBank shall not constitute a Default or an Event of Default hereunder or under any other Loan Document and shall not give rise to any right or remedy of any Agent, Lender or other Secured Party or other Person under any Loan Document and the sole consequence of such event shall be that the Borrower shall not be permitted to participate in the patronage loan program of CoBank with respect to the Loans unless and until the Borrower has complied with such requirements and that, as a result of such non-compliance, CoBank may seek to assign its Loans and Commitments in accordance with the terms hereof. (b) Each party hereto acknowledges that CoBank has a statutory first lien pursuant to the Farm Credit Act of 1971 on all CoBank Equities that (as amended from time to time) and any regulations promulgated pursuant thereto in total or partial liquidation of the Borrower may now own or hereafter acquire, which statutory lien shall be for CoBank’s sole obligations under this Agreement and exclusive benefit. Notwithstanding anything herein or in any the other Loan Document Documents, for such value as may be required pursuant applicable Law and Lender’s Bylaws and Capital Plan (as each may be amended from time to time). Any setoff effectuated pursuant to the contrary, the CoBank Equities shall not constitute security for the Obligations due to any other Secured Party. To the extent that any of the Loan Documents create a Lien on the CoBank Equities preceding clauses (i) or on patronage accrued by CoBank for the account of the Borrower (including, in each case, proceeds thereof), such Lien shall ii) may be for CoBank’s sole and exclusive benefit and shall not be subject to pro rata sharing hereunder. Neither the CoBank Equities nor any accrued patronage shall be offset against the Obligations except that, in the event of an Event of Default, CoBank may elect, solely at its discretion, to apply the cash portion of any patronage distribution or retirement of equity to amounts owed to CoBank under this Agreement, undertaken whether or not such amounts the obligations under this Agreement and the other Loan Documents are currently due and payable. The Borrower acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the Borrower. CoBank shall have no obligation to retire the CoBank Equities upon any Event of Default, Default or any other default by the Borrower or any other Loan Partydefault, or at any other time, either for application to the Obligations obligations under this Agreement and the other Loan Documents or otherwise.. The Borrower acknowledges that any corresponding tax liability associated with Xxxxxx’s application of the value of the CoBank Equities to any portion of such obligations is the sole responsibility of the Borrower. SOUTH DAKOTA SOYBEAN PROCESSORS, LLC Volga, South Dakota Agreement No. 18462590SLA-G