Common use of CoBank Equity and Securities Clause in Contracts

CoBank Equity and Securities. (a) So long as CoBank (or its affiliate) is a Lender hereunder, the Borrower shall (a) maintain its status as an entity eligible to borrow from CoBank (or its affiliate) and (b) 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), except that the maximum amount of equity that the Borrower may be required to purchase in CoBank in connection with the Loans made by CoBank (or its affiliate) may not exceed the maximum amount permitted by the bylaws and the capital plan at the time this Credit Agreement is entered into. The Borrower acknowledges receipt of 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 CoBank Equities as well as capitalization requirements, and agrees to be bound by the terms thereof. (b) Each party hereto acknowledges that CoBank’s bylaws and capital plan (as each may be amended from time to time) shall govern (i) the rights and obligations of the parties with respect to the CoBank Equities and any patronage refunds or other distributions made on account thereof or on account of the Borrower’s patronage with CoBank, (ii) the Borrower’s eligibility for patronage distributions from CoBank (in the form of CoBank Equities and cash) and (iii) 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 (or its affiliate’s) Syndication Interests or outstanding Loans hereunder on a non-patronage basis. (c) Notwithstanding anything herein or in any other Loan Document to the contrary, each party hereto acknowledges that: (i) 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 (or its affiliate’s) sole and exclusive benefit; (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 of any cash patronage against the Obligations of the Borrower under this Credit Agreement; (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 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 of the Borrower under this Credit Agreement 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) these CoBank Equities shall not constitute security for the Obligations of the Borrower under this Credit Agreement due to the Administrative Agent, any other Lender; (v) to the extent that any of the Loan Documents create a Lien on the CoBank 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; (vi) any setoff effectuated pursuant to the preceding clauses (ii) or (iii) may be undertaken whether or not the Obligations of the Borrower under this Credit Agreement are currently due and payable; and (vii) CoBank shall have no obligation to retire the CoBank Equities upon any Event of Default, Potential Default or any other default by the Borrower, or at any other time, either for application to the Obligations of the Borrower under this Credit Agreement or otherwise. The 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 of the Borrower under this Credit Agreement is the sole responsibility of the Borrower.

CoBank Equity and Securities. (a) So long as CoBank (or its affiliateaffiliates) is a Lender hereunder, the Borrower shall (a) maintain its status as an entity eligible to borrow from CoBank (or its affiliateaffiliates) and (b) acquire equity in CoBank in such amounts and at such times as CoBank may require in accordance with CoBank’s bylaws Bylaws and capital plan Capital Plan (as each may be amended from time to time), except that the maximum amount of equity that the Borrower may be required to purchase in CoBank in connection with the Loans made by CoBank (or its affiliateaffiliates) may not exceed the maximum amount permitted by the bylaws Bylaws and the capital plan Capital Plan at the time this Credit Agreement is entered into. The Borrower acknowledges receipt of 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 Bylaws and capital planCapital Plan, which describe the nature of all of the CoBank Equities as well as capitalization requirements, and agrees to be bound by the terms thereof. (b) Each party hereto acknowledges that CoBank’s bylaws Bylaws and capital plan Capital Plan (as each may be amended from time to time) shall govern (i) the rights and obligations of the parties with respect to the CoBank Equities and any patronage refunds or other distributions made on account thereof or on account of the Borrower’s patronage with CoBank, (ii) the Borrower’s eligibility for patronage distributions from CoBank (in the form of CoBank Equities and cash) and (iii) 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 (or its affiliate’s) Syndication Interests Commitments or outstanding Loans hereunder on a non-patronage basis. (c) Notwithstanding anything herein or in any other Loan Document to the contrary, each party hereto acknowledges that: (i) 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 (or its affiliate’s) sole and exclusive benefit; (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 of any cash patronage against the Obligations of the Borrower under this Credit AgreementSecured 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 lawLaw, retire and cancel all or part of the CoBank Equities owned by or allocated to the 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 Secured Obligations of the Borrower under this Credit Agreement for such value as may be required pursuant applicable law Law and CoBank’s bylaws Bylaws and capital plan Capital Plan (as each may be amended from time to time); (iv) these the CoBank Equities shall not constitute security for the Secured Obligations of the Borrower under this Credit Agreement due to the Administrative Agent, any other LenderLender or any other Secured Party; (v) to the extent that any of the Loan Documents create a Lien on the CoBank 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; (vi) any setoff effectuated pursuant to the preceding clauses (ii) or (iii) may be undertaken whether or not the Secured Obligations of the Borrower under this Credit Agreement are currently due and payable; and (vii) CoBank shall have no obligation to retire the CoBank Equities upon any Event of Default, Potential Default or any other default by the BorrowerBorrower or any other Loan Party, or at any other time, either for application to the Obligations of the Borrower under this Credit Agreement or otherwise. The 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 of the Borrower under this Credit Agreement is the sole responsibility of the Borrower.

CoBank Equity and Securities. (a) So long as CoBank (or its affiliate) is a Lender hereunder, the Borrower Company shall (ai) maintain its status as an entity eligible to borrow from CoBank (or its affiliateaffiliates) and (bii) acquire equity in CoBank in such amounts and at such times as CoBank may require in accordance with CoBank’s bylaws Bylaws and capital plan Capital Plan (as each may be amended from time to time), except that the maximum amount of equity that the Borrower Company may be required to purchase in CoBank in connection with the Loans made by CoBank (or its affiliate) may not exceed the maximum amount permitted by the bylaws Bylaws and the capital plan Capital Plan at the time this Credit Agreement is entered into. The Borrower Company acknowledges receipt of a copy of (iA) CoBank’s most recent annual report, and if more recent, CoBank’s latest quarterly report, (iiB) CoBank’s Notice to Prospective Stockholders and (iiiC) CoBank’s bylaws Bylaws and capital planCapital Plan as in effect as of the date hereof (accurate and complete copies of which, the Administrative Agent hereby represents and warrants, have been delivered by the Administrative Agent to the Company on or prior to the date hereof), which describe the nature of all of the CoBank Equities as well as capitalization requirements, and agrees to be bound by the terms thereof. (b) Each party hereto acknowledges that CoBank’s bylaws Bylaws and capital plan Capital Plan (as each may be amended from time to time) shall govern (i) the rights and obligations of the parties with respect to the CoBank Equities and any patronage refunds or other distributions made on account thereof or on account of the BorrowerCompany’s patronage with CoBank, (ii) the BorrowerCompany’s eligibility for patronage distributions from CoBank (in the form of CoBank Equities and cash) and (iii) patronage distributions, if any, in the event of a sale of a participation interest. If a Default or Event of Default shall have occurred and be continuing, CoBank reserves the right to assign or sell participations in all or any part of its (or its affiliate’s) Syndication Interests Commitments or outstanding Loans hereunder on a non-patronage basis. (c) Notwithstanding anything herein or in any other Loan Document to the contrary, each party hereto acknowledges that: (i) 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 Company may now own or hereafter acquire, which statutory Lien shall be for CoBank’s (or its affiliate’s) sole and exclusive benefit; (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 of any cash patronage against the Obligations of the Borrower under this Credit AgreementObligations; (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 lawLaw, retire and cancel all or part of the CoBank Equities owned by or allocated to the Borrower Company 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 of the Borrower under this Credit Agreement for such value as may be required pursuant applicable law Law and CoBank’s bylaws Bylaws and capital plan Capital Plan (as each may be amended from time to time); (iv) these the CoBank Equities shall not constitute security for the Obligations of the Borrower under this Credit Agreement due to the Administrative Agent, any other Lender; (v) to the extent that any of the Loan Documents create a Lien on the CoBank 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; (vi) any setoff effectuated pursuant to the preceding clauses clause (ii) or (iii) may be undertaken whether or not the Obligations of the Borrower under this Credit Agreement are currently due and payable; and (vii) CoBank shall have no obligation to retire the CoBank Equities upon any Event of Default, Potential Default or any other default by the BorrowerCompany or any other Loan Party, or at any other time, either for application to the Obligations of the Borrower under this Credit Agreement or otherwise. The Borrower Company acknowledges that any corresponding tax liability associated with CoBank’s application of the value of the CoBank Equities to any portion of the Obligations of the Borrower under this Credit Agreement is the sole responsibility of the BorrowerCompany.

CoBank Equity and Securities. (a) So long as CoBank (or its affiliate) is a Lender hereunder, the Borrower Borrowers shall (a) maintain its their status as an entity entities eligible to borrow from CoBank (or its affiliate) and (b) acquire equity in CoBank in such amounts and at such times as CoBank may require in accordance with CoBank’s bylaws Bylaws and capital plan Capital Plan (as each may be amended from time to time), except that the maximum amount of equity that the Borrower Borrowers may be required to purchase in CoBank in connection with the Loans made by CoBank (or its affiliate) may not exceed the maximum amount permitted by the bylaws Bylaws and the capital plan Capital Plan at the time this Credit Agreement is entered into. The Borrower acknowledges Borrowers acknowledge receipt of 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 Bylaws and capital planCapital Plan, which describe the nature of all of the CoBank Equities as well as capitalization requirements, and agrees to be bound by the terms thereof. (b) Each party hereto acknowledges that CoBank’s bylaws Bylaws and capital plan Capital Plan (as each may be amended from time to time) shall govern (i) the rights and obligations of the parties with respect to the CoBank Equities and any patronage refunds or other distributions made on account thereof or on account of the Borrower’s Borrowers’ patronage with CoBank, (ii) the Borrower’s Borrowers’ eligibility for patronage distributions from CoBank (in the form of CoBank Equities and cash) and (iii) 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 (or its affiliate’s) Syndication Interests Commitments or outstanding Loans hereunder on a non-patronage basis. (c) Notwithstanding anything herein or in any other Loan Document to the contrary, each party hereto acknowledges that: (i) 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 Borrowers may now own or hereafter acquire, which statutory Lien shall be for CoBank’s (or its affiliate’s) sole and exclusive benefit; (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 of any cash patronage against the Obligations of the Borrower under this Credit AgreementSecured 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 lawLaw, retire and cancel all or part of the CoBank Equities owned by or allocated to the Borrower Borrowers 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 Secured Obligations of the Borrower under this Credit Agreement for such value as may be required pursuant applicable law Law and CoBank’s bylaws Bylaws and capital plan Capital Plan (as each may be amended from time to time); (iv) these the CoBank Equities shall not constitute security for the Secured Obligations of the Borrower under this Credit Agreement due to the Administrative Agent, any other LenderLender or any other Secured Party; (v) to the extent that any of the Loan Documents create a Lien on the CoBank 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; (vi) any setoff effectuated pursuant to the preceding clauses (ii) or (iii) may be undertaken whether or not the Secured Obligations of the Borrower under this Credit Agreement are currently due and payable; and (vii) CoBank shall have no obligation to retire the CoBank Equities upon any Event of Default, Potential Default or any other default by the BorrowerBorrowers or any other Loan Party, or at any other time, either for application to the Obligations of the Borrower under this Credit Agreement or otherwise. The Borrower acknowledges Borrowers acknowledge that any corresponding tax liability associated with CoBank’s application of the value of the CoBank Equities to any portion of the Obligations of the Borrower under this Credit Agreement is the sole responsibility of the BorrowerBorrowers.

CoBank Equity and Securities. (a) So long as CoBank (or its affiliateaffiliates) is a Lender hereunder, the Borrower shall (a) maintain its status as an entity eligible to borrow from CoBank (or its affiliateaffiliates) and (b) acquire equity in CoBank in such amounts and at such times as CoBank may require in accordance with CoBank’s bylaws Bylaws and capital plan Capital Plan (as each may be amended from time to time), except that the maximum amount of equity that the Borrower may be required to purchase in CoBank in connection with the Loans made by CoBank (or its affiliateaffiliates) may not exceed the maximum amount permitted by the bylaws Bylaws and the capital plan Capital Plan at the time this Credit Agreement is entered into. The Borrower acknowledges receipt of 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 Bylaws and capital planCapital Plan, which describe the nature of all of the CoBank Equities as well as capitalization requirements, and agrees to be bound by the terms thereof. (b) Each party hereto acknowledges that CoBank’s bylaws Bylaws and capital plan Capital Plan (as each may be amended from time to time) shall govern (i) the rights and obligations of the parties with respect to the CoBank Equities and any patronage refunds or other distributions made on account thereof or on account of the Borrower’s patronage with CoBank, (ii) the Borrower’s eligibility for patronage distributions from CoBank (in the form of CoBank Equities and cash) and (iii) 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 (or its affiliate’s) Syndication Interests Commitments or outstanding Loans hereunder on a non-patronage basis. (c) Notwithstanding anything herein or in any other Loan Document to the contrary, each party hereto acknowledges that: (i) 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 (or its affiliate’s) sole and exclusive benefit; (iii) 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 of any cash patronage against the Obligations of the Borrower under this Credit AgreementSecured 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 lawLaw, retire and cancel all or part of the CoBank Equities owned by or allocated to the 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 Secured Obligations of the Borrower under this Credit Agreement for such value as may be required pursuant applicable law Law and CoBank’s bylaws Bylaws and capital plan Capital Plan (as each may be amended from time to time); (iv) these the CoBank Equities shall not constitute security for the Secured Obligations of the Borrower under this Credit Agreement due to the Administrative Agent, any other LenderLender or any other Secured Party; (v) to the extent that any of the Loan Documents create a Lien on the CoBank 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; (vi) any setoff effectuated pursuant to the preceding clauses (ii) or (iii) may be undertaken whether or not the Secured Obligations of the Borrower under this Credit Agreement are currently due and payable; and (vii) CoBank shall have no obligation to retire the CoBank Equities upon any Event of Default, Potential Default or any other default by the BorrowerBorrower or any other Loan Party, or at any other time, either for application to the Obligations of the Borrower under this Credit Agreement or otherwise. The 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 of the Borrower under this Credit Agreement is the sole responsibility of the Borrower.

CoBank Equity and Securities. (a) So long as CoBank (or its affiliate) is a Lender hereunder, the Borrower shall will (ai) maintain its status as an entity eligible to borrow from CoBank (or its affiliate) and (bii) acquire equity in CoBank in such amounts and at such times as CoBank may require in accordance with CoBank’s bylaws Bylaws and capital plan Capital Plan (as each may be amended from time to time), except that the maximum amount of equity that the Borrower may be required to purchase in CoBank in connection with the Loans made by CoBank (or its affiliate) may not exceed the maximum amount permitted by the bylaws Bylaws and the capital plan Capital Plan at the time this Credit Agreement is entered into. The Borrower acknowledges receipt of a copy of (ix) CoBank’s most recent annual report, and if more recent, CoBank’s latest quarterly report, (iiy) CoBank’s Notice to Prospective Stockholders and (iiiz) CoBank’s bylaws Bylaws and capital planCapital Plan as in effect as of the date hereof (accurate and complete copies of which the Administrative Agent hereby represents and warrants have been delivered by the Administrative Agent to the Borrower on or prior to the date hereof), which describe the nature of all of the Borrower’s cash CHAR2\2846261v9 patronage, stock and other equities in CoBank Equities acquired in connection with its patronage loan from CoBank (or its affiliate) (the “CoBank Equities”) as well as capitalization requirements, and agrees to be bound by the terms thereof. (b) Each party hereto acknowledges that CoBank’s bylaws Bylaws and capital plan Capital Plan (as each may be amended from time to time) shall govern (i) the rights and obligations of the parties with respect to the CoBank Equities and any patronage refunds or other distributions made on account thereof or on account of the Borrower’s patronage with CoBank, (ii) the Borrower’s eligibility for patronage distributions from CoBank (in the form of CoBank Equities and cash) and (iii) 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 (or its affiliate’s) Syndication Interests Commitments or outstanding Loans hereunder on a non-patronage basis. (c) Notwithstanding anything herein or in any other Loan Document to the contrary, each Each party hereto acknowledges that: (i) that 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 (which first lien shall secure Obligations of the Borrower to CoBank hereunder in an amount not to exceed $70,000,000) 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; (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 of any cash patronage against the Obligations of the Borrower under this Credit Agreement; (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 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 of the Borrower under this Credit Agreement 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) these . The CoBank Equities shall not constitute security for the Obligations of the Borrower under this Credit Agreement due to the Administrative Agent, any other Lender; (v) to . To the extent that any of the Loan Documents create a Lien on the CoBank EquitiesEquities 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 (or its affiliate’s) sole and exclusive benefit and shall not be subject to pro rata sharing hereunder; (vi) . Neither the CoBank Equities nor any setoff effectuated pursuant accrued patronage shall be offset against the Obligations hereunder except that, during the existence of an Event of Default, CoBank may elect, solely at its discretion, to apply the preceding clauses (ii) cash portion of any patronage distribution or (iii) may be undertaken retirement of equity to amounts owed to CoBank or its affiliate under this Agreement, whether or not the Obligations of the Borrower under this Credit Agreement such amounts are currently due and payable; and (vii) . 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, Potential Default or any other default by the BorrowerBorrower or any other Loan Party, or at any other time, either for application to the Obligations of the Borrower under this Credit Agreement or otherwise. The 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 of the Borrower under this Credit Agreement is the sole responsibility of the Borrower.

CoBank Equity and Securities. (a) So long as CoBank (or its affiliateaffiliates) is a Lender hereunder, the Borrower shall (ai) maintain its status as an entity eligible to borrow from CoBank (or its affiliateaffiliates) and (bii) acquire equity in CoBank in such amounts and at such times as CoBank may require in accordance with CoBank’s bylaws Bylaws and capital plan Capital Plan (as each may be amended from time to time), except that the maximum amount of equity that the Borrower may be required to purchase in CoBank in connection with the Loans made by CoBank (or its affiliateaffiliates) may not exceed the maximum amount permitted by CoBank’s Bylaws and Capital Plan as of the bylaws and the capital plan at the time this Credit Agreement is entered intoFirst Amendment Effective Date. The Borrower acknowledges receipt of a copy of (iA) CoBank’s most recent annual report, and if more recent, CoBank’s latest quarterly report, (iiB) CoBank’s Notice to Prospective Stockholders and (iiiC) CoBank’s bylaws Bylaws and capital planCapital Plan, which describe the nature of all of the CoBank Equities as well as capitalization requirements, and agrees to be bound by the terms thereof. (b) Each party hereto acknowledges that CoBank’s bylaws Bylaws and capital plan Capital Plan (as each may be amended from time to time) shall govern (i) the rights and obligations of the parties with respect to the CoBank Equities and any patronage refunds or other distributions made on account thereof or on account of the Borrower’s patronage with CoBank, (ii) the Borrower’s eligibility for patronage distributions from CoBank (in the form of CoBank Equities and cash) and (iii) 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 (or its affiliate’s) Syndication Interests Commitments or outstanding Loans hereunder on a non-patronage basis. (c) Notwithstanding anything herein or in any other Loan Document to the contrary, each party hereto acknowledges that: (i) 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 (or its affiliate’s) sole and exclusive benefit; (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 of any cash patronage against the Obligations of the Borrower under this Credit AgreementSecured 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 lawLaw, retire and cancel all or part of the CoBank Equities owned by or allocated to the 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 Secured Obligations of the Borrower under this Credit Agreement for such value as may be required pursuant applicable law Law and CoBank’s bylaws Bylaws and capital plan Capital Plan (as each may be amended from time to time); (iv) these the CoBank Equities shall not constitute security for the Secured Obligations of the Borrower under this Credit Agreement due to the Administrative Agent, Agent for the benefit of any Lender or Secured Party other Lenderthan CoBank; (v) to the extent that any of the Loan Documents create a Lien on the CoBank 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; (vi) any setoff effectuated pursuant to the preceding clauses (ii) or (iii) may be undertaken whether or not the Secured Obligations of the Borrower under this Credit Agreement are currently due and payable; and (vii) CoBank shall have no obligation to retire the CoBank Equities upon any Event of Default, Potential Default or any other default by the BorrowerBorrower or any other Loan Party, or at any other time, either for application to the Obligations of the Borrower under this Credit Agreement or otherwise. The 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 of the Borrower under this Credit Agreement is the sole responsibility of the Borrower.