Common use of CoBank Equity Clause in Contracts

CoBank Equity. (a) 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), 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 hereunder may not exceed the maximum amount permitted by CoBank’s Bylaws and Capital Plan at the time this Agreement is entered into. The Borrower acknowledges receipt of a copy of (i) CoBank’s most recent annual report available prior to the Original Effective Date, and if more recent, CoBank’s latest quarterly report available prior to the Original Effective Date, (ii) CoBank’s Notice to Prospective Stockholders as in effect prior to the Original Effective Date and (iii) CoBank’s Bylaws and Capital Plan as in effect prior to the Original Effective Date, 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 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 upon notice to the Borrower) shall govern (x) 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, (y) the Borrower’s eligibility for patronage distributions from CoBank (in the form of CoBank Equities and cash) and (z) 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 or Commitments on a non-patronage basis. (c) 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. The CoBank Equities shall not constitute security for the Obligations due to any other Lender. 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 to apply the cash portion of any patronage distribution or retirement of equity to amounts due under this Agreement. 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 at any other time, either for application to the Obligations or otherwise.

CoBank Equity. (a) 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), except that the maximum amount of equity that the Borrower may be required to purchase in CoBank in connection with the Term Loans made by CoBank hereunder may not exceed the maximum amount permitted by CoBank’s Bylaws and Capital Plan at the time this Agreement is entered into. The Borrower acknowledges receipt of a copy of (i) CoBank’s most recent annual report available prior to the Original Effective Datereport, and if more recent, CoBank’s latest quarterly report available prior to the Original Effective Datereport, (ii) CoBank’s Notice to Prospective Stockholders as in effect prior to the Original Effective Date and (iii) CoBank’s Bylaws and Capital Plan as in effect prior to the Original Effective DatePlan, 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 capitalization requirements, and agrees to be bound by the terms thereof. (ba) Each party hereto acknowledges that CoBank’s Bylaws and Capital Plan (as each may be amended from time to time upon notice to the Borrowertime) shall govern (x) 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, (y) the Borrower’s eligibility for patronage distributions from CoBank (in the form of CoBank Equities and cash) and (z) 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 Term Loans or Term Loan Commitments on a non-patronage basis. (cb) 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. The CoBank Equities shall not constitute security for the Obligations due to any other Lender. 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 to apply the cash portion of any patronage distribution or retirement of equity to amounts due under this Agreement. 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 at any other time, either for application to the Obligations or otherwise.

CoBank Equity. (a) So long as CoBank is a Lender hereunder, the Borrower will (a) maintain its status as an entity eligible to borrow from CoBank 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 hereunder may not exceed the maximum amount permitted by CoBank’s the Bylaws and the Capital Plan at the time this Agreement is entered into. The Borrower acknowledges receipt of a copy of (i) CoBank’s most recent annual report available prior to the Original Effective Datereport, and if more recent, CoBank’s latest quarterly report available prior to the Original Effective Datereport, (ii) CoBank’s Notice to Prospective Stockholders as in effect prior to the Original Effective Date and (iii) CoBank’s Bylaws and Capital Plan as in effect prior to the Original Effective DatePlan, which describe the nature of all of the Borrower’s cash patronage, stock and other equities in CoBank acquired in connection with its patronage loan from CoBank (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 upon notice to the Borrowertime) shall govern (xi) 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, (yii) the Borrower’s eligibility for patronage distributions from CoBank (in the form of CoBank Equities and cash) and (ziii) 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 Commitments or outstanding Loans or Commitments hereunder on a non-patronage basis. (c) 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. The Notwithstanding anything herein or in any other Loan Paper to the contrary, the CoBank Equities shall not constitute security for the Obligations due to any other Lender. To the extent that any of the Loan Documents Papers 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 DefaultDefault has occurred and is continuing, CoBank may elect elect, solely at its discretion, to apply the cash portion of any patronage distribution or retirement of equity to amounts due 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 Equity. (a) So long as CoBank is a Lender hereunder, the Borrower will (a) maintain its status as an entity eligible to borrow from CoBank and (b) acquire equity in CoBank in such amounts and at such times as CoBank may require in accordance with CoBank’s Bylaws and 55 48429166.1 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 hereunder may not exceed the maximum amount permitted by CoBank’s the Bylaws and the Capital Plan at the time this Agreement is entered into. The Borrower acknowledges receipt of a copy of (i) CoBank’s most recent annual report available prior to the Original Effective Datereport, and if more recent, CoBank’s latest quarterly report available prior to the Original Effective Datereport, (ii) CoBank’s Notice to Prospective Stockholders as in effect prior to the Original Effective Date and (iii) CoBank’s Bylaws and Capital Plan as in effect prior to the Original Effective DatePlan, which describe the nature of all of the Borrower’s cash patronage, stock and other equities in CoBank acquired in connection with its patronage loan from CoBank (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 upon notice to the Borrowertime) shall govern (xi) 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, (yii) the Borrower’s eligibility for patronage distributions from CoBank (in the form of CoBank Equities and cash) and (ziii) 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 Commitments or outstanding Loans or Commitments hereunder on a non-patronage basis. (c) 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. The Notwithstanding anything herein or in any other Loan Paper to the contrary, the CoBank Equities shall not constitute security for the Obligations due to any other Lender. To the extent that any of the Loan Documents Papers 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 DefaultDefault has occurred and is continuing, CoBank may elect elect, solely at its discretion, to apply the cash portion of any patronage distribution or retirement of equity to amounts due 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 Equity. (a) 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), 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 hereunder may not exceed the maximum amount permitted by CoBank’s the Bylaws and the Capital Plan at on the time this Agreement is entered intoClosing Date. The Borrower acknowledges receipt of a copy of (i) CoBank’s most recent annual report available prior to the Original Effective Datereport, and if more recent, CoBank’s latest quarterly report available prior to the Original Effective Datereport, (ii) CoBank’s Notice to Prospective Stockholders as in effect prior to the Original Effective Date and (iii) CoBank’s Bylaws and Capital Plan as in effect prior to the Original Effective DatePlan, 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 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 upon notice to the Borrowertime) shall govern (x) 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, (y) the Borrower’s eligibility for patronage distributions from CoBank (in the form of CoBank Equities and cash) and (z) 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 Commitments or outstanding Loans or Commitments hereunder on a non-patronage basis. (c) Each party hereto acknowledges agrees 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. The CoBank Equities shall not constitute security for the Obligations due to any other Lender. 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 neither the CoBank Equities nor any accrued patronage shall be offset against the Obligations except that, in the event of an Event of DefaultDefault has occurred and is continuing, CoBank may elect elect, solely at its discretion, to apply the cash portion of any patronage distribution or retirement of equity to amounts due under this Agreement. 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 Equity. (ai) So Acquire, on the Initial Funding Date and for 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), except that the maximum amount of equity that the Borrower may be required to purchase in CoBank in connection with the Loans Advances made by CoBank hereunder may not exceed the maximum amount permitted by CoBank’s Bylaws and Capital Plan at the time this Agreement is entered into. The Borrower acknowledges receipt of a copy of (i) CoBank’s most recent annual report available prior to the Original Effective Datereport, and if more recent, CoBank’s latest quarterly report available prior to the Original Effective Datereport, (ii) CoBank’s Notice to Prospective Stockholders as in effect prior to the Original Effective Date and (iii) CoBank’s Bylaws and Capital Plan as in effect prior to the Original Effective DatePlan, 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 capitalization requirements, and agrees to be bound by the terms thereof. (bii) Each party hereto acknowledges that CoBank’s Bylaws and Capital Plan (as each may be amended from time to time upon notice to the Borrowertime) shall govern (x) 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, (y) the Borrower’s eligibility for patronage distributions from CoBank (in the form of CoBank Equities and cash) and (z2) 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 Advances or Commitments on a non-patronage basis. (ciii) 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. The CoBank Equities shall not constitute security for the Secured Obligations due to any other LenderSecured 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 at CoBank’s sole discretion to apply the cash portion of any patronage distribution or retirement of equity to amounts due under this Agreement. 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 at any other time, either for application to the Secured Obligations or otherwise.

CoBank Equity. (a) So long as CoBank is a Lender hereunderSyndication Party under this Agreement, the Borrower will acquire equity in CoBank (“CoBank Equity Interests”) 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 hereunder may under this Agreement shall not exceed the maximum amount permitted by CoBank’s Bylaws and Capital Plan at as of the time date of this Agreement is entered intoAgreement. The Borrower acknowledges receipt rights and obligations of a copy of (i) CoBank’s most recent annual report available prior the parties with respect to the Original Effective Date, such equity and if more recent, CoBank’s latest quarterly report available prior to the Original Effective Date, (ii) CoBank’s Notice to Prospective Stockholders as in effect prior to the Original Effective Date and (iii) CoBank’s Bylaws and Capital Plan as in effect prior to the Original Effective Date, which describe the nature of all any distributions made on account thereof or on account of the Borrower’s patronage with CoBank shall be governed by CoBank’s Bylaws, except that if CoBank sells a participation in a portion of any Loans due to CoBank, such portion of the Loans due to CoBank shall not be entitled to patronage distributions. A sale of a participation interest may include certain voting rights of the participants regarding the loans hereunder (including without limitation the administration, servicing and enforcement thereof). The Borrower hereby consents and agrees that the amount of any distributions with respect to the Borrower’s patronage with CoBank that are made in qualified written notices of allocation (as defined in 26 U.S.C. § 1388) and that are received by the Borrower from CoBank will be taken into account by the Borrower at the stated Dollar amounts whether the distribution is evidenced by a stock certificate or other form of written notice that such distribution has been made and recorded in the Borrower’s name on CoBank’s records. The Loans due to CoBank under this Agreement and other Debt due to CoBank hereunder shall be secured by a statutory first Lien on all equity that the Borrower may now own or hereafter acquire in CoBank. Such equity shall not, however, constitute security for Debt due to any other Syndication Party under this Agreement. CoBank shall not be obligated to set off or otherwise apply such equities to the Borrower’s Debt to CoBank. So long as CoBank is a Syndication Party under this Agreement, the Borrower will acquire equity in CoBank acquired in connection with its patronage loan from CoBank (the “CoBank EquitiesEquity Interests”) in such amounts and at such times as well as capitalization requirements, and agrees to be bound by the terms thereof. (b) Each party hereto acknowledges that CoBank may require in accordance with CoBank’s Bylaws and Capital Plan (as each may be amended from time to time upon notice time), except that the maximum amount of equity that the Borrower may be required to purchase in CoBank in connection with the Borrower) Loans made by CoBank under this Agreement shall govern (x) not exceed the maximum amount permitted by CoBank’s Bylaws as of the date of this Agreement. The rights and obligations of the parties with respect to the CoBank Equities such equity and any patronage refunds or other distributions made on account thereof or on account of the Borrower’s patronage with CoBank shall be governed by CoBank’s Bylaws, except that if CoBank sells a participation in a portion of any Loans due to CoBank, (y) such portion of the Borrower’s eligibility for patronage distributions from Loans due to CoBank (in the form of CoBank Equities and cash) and (z) shall not be entitled to patronage distributions, if any, in the event of a . A sale of a participation interestinterest may include certain voting rights of the participants regarding the loans hereunder (including without limitation the administration, servicing and enforcement thereof). The Borrower hereby consents and agrees that the amount of any distributions with respect to the Borrower’s patronage with CoBank reserves that are made in qualified written notices of allocation (as defined in 26 U.S.C. § 1388) and that are received by the right Borrower from CoBank will be taken into account by the Borrower at the stated Dollar amounts whether the distribution is evidenced by a stock certificate or other form of written notice that such distribution has been made and recorded in the Borrower’s name on CoBank’s records. The Loans due to assign or sell participations in all or any part of its Loans or Commitments on a non-patronage basis. (c) Each party hereto acknowledges that CoBank has under this Agreement and other Debt due to CoBank hereunder shall be secured by a statutory first lien pursuant to the Farm Credit Act of 1971 (as amended from time to time) Lien on all CoBank Equities equity that the Borrower may now own or hereafter acquireacquire in CoBank. Such equity shall not, which statutory lien shall be for CoBank’s sole and exclusive benefit. The CoBank Equities shall not however, constitute security for the Obligations Debt due to any other Lender. 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 to apply the cash portion of any patronage distribution or retirement of equity to amounts due Syndication Party under this Agreement. The Borrower acknowledges that any corresponding tax liability associated with CoBank shall not be obligated to set off or otherwise apply such application is the sole responsibility of equities to the Borrower. CoBank shall have no obligation ’s Debt to retire the CoBank Equities upon any Event of Default, Default or any other default by the Borrower or at any other time, either for application to the Obligations or otherwiseCoBank.

CoBank Equity. (a) 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), 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 hereunder may not exceed the maximum amount permitted by CoBank’s Bylaws and Capital Plan at as of the time date this Agreement is entered intointo or at the time such Loans are renewed or refinanced by CoBank. The Borrower acknowledges receipt of a copy of (i) CoBank’s most recent annual report available prior to the Original Effective Date, rights and if more recent, CoBank’s latest quarterly report available prior to the Original Effective Date, (ii) CoBank’s Notice to Prospective Stockholders as in effect prior to the Original Effective Date and (iii) CoBank’s Bylaws and Capital Plan as in effect prior to the Original Effective Date, which describe the nature of all obligations of the Borrower’s stock parties with respect to such equity and any patronage or other equities in distributions made by CoBank acquired in connection with its patronage loan from CoBank (the “CoBank Equities”) on account thereof, as well as capitalization requirementspatronage distributions in the event of a sale of a participation interest in the Loans made by CoBank, and agrees to shall be bound governed 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 upon notice to time). Borrower hereby consents and agrees that the Borrower) shall govern (x) the rights and obligations amount of the parties any distributions 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, CoBank that are made in qualified written notices of allocation (yas defined in 26 U.S.C. § 1388) the Borrower’s eligibility for patronage distributions and that are received by Borrower from CoBank (will be taken into account by Borrower at the stated dollar amounts whether the distribution is evidenced by a stock certificate or other form of written notice that such distribution has been made and recorded in the form name of Borrower on the records of CoBank. CoBank’s Pro Rata Share of the Loans and other Secured Obligations due to CoBank Equities and cash) and (z) 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 or Commitments on a non-patronage basis. (c) Each party hereto acknowledges that CoBank has shall be secured by a statutory first lien pursuant to the Farm Credit Act of 1971 (as amended from time to time) on all CoBank Equities equity that the Borrower may now own or hereafter acquireacquire in CoBank. Such equity shall not, which statutory lien shall be for CoBank’s sole and exclusive benefit. The CoBank Equities shall not however, constitute security for the Secured Obligations due to any other LenderSecured 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 obligated 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 set off or otherwise apply such equities to apply the cash portion of any patronage distribution or retirement of equity Borrower’s obligations to amounts due under this Agreement. 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 at any other time, either for application to the Obligations or otherwiseCoBank.

CoBank Equity. (aA) So For 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), except that the maximum amount of equity that the Borrower may be required to purchase in CoBank in connection with the Revolver Loans made by CoBank hereunder may not exceed the maximum amount permitted by CoBank’s Bylaws and Capital Plan at the time this Agreement is entered into. The Borrower acknowledges receipt of a copy of (i) CoBank’s most recent annual report available prior to the Original Effective Datereport, and if more recent, CoBank’s latest quarterly report available prior to the Original Effective Datereport, (ii) CoBank’s Notice to Prospective Stockholders as in effect prior to the Original Effective Date and (iii) CoBank’s Bylaws and Capital Plan as in effect prior to the Original Effective DatePlan, 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 capitalization requirements, and agrees to be bound by the terms thereof. (bB) Each party hereto acknowledges that CoBank’s Bylaws and Capital Plan (as each may be amended from time to time upon notice to the Borrowertime) shall govern (x) 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, (y) the Borrower’s eligibility for patronage distributions from CoBank (in the form of CoBank Equities and cash) and (z) 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 Revolver Loans or Revolver Loan Commitments on a non-patronage basis. (cC) 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. The CoBank Equities shall not constitute security for the Secured Obligations due to any other LenderSecured 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 at CoBank’s sole discretion to apply the cash portion of any patronage distribution or retirement of equity to amounts due under this Agreement. 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 at any other time, either for application to the Secured Obligations or otherwise.

CoBank Equity. (a) So Acquire, on the Closing Date and for 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), except that the maximum amount of equity that the Borrower may be required to purchase in CoBank in connection with the Loans Advances made by CoBank hereunder may not exceed the maximum amount permitted by CoBank’s Bylaws and Capital Plan at the time this Agreement is entered into. The Borrower acknowledges receipt of a copy of (i) CoBank’s most recent annual report available prior to the Original Effective Datereport, and if more 97 recent, CoBank’s latest quarterly report available prior to the Original Effective Datereport, (ii) CoBank’s Notice to Prospective Stockholders as in effect prior to the Original Effective Date and (iii) CoBank’s Bylaws and Capital Plan as in effect prior to the Original Effective DatePlan, 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 capitalization requirements, and agrees to be bound by the terms thereof. (bi) Each party hereto acknowledges that CoBank’s Bylaws and Capital Plan (as each may be amended from time to time upon notice to the Borrowertime) shall govern (x) 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, (y) the Borrower’s eligibility for patronage distributions from CoBank (in the form of CoBank Equities and cash) and (z2) 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 Advances or Commitments on a non-patronage basis. (cii) 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. The CoBank Equities shall not constitute security for the Secured Obligations due to any other LenderSecured 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 at CoBank’s sole discretion to apply the cash portion of any patronage distribution or retirement of equity to amounts due under this Agreement. 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 at any other time, either for application to the Secured Obligations or otherwise.

CoBank Equity. (a) So long as CoBank is a Term A-2 Lender hereunder, the Borrower Company 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), except that the maximum amount of equity that the Borrower Company may be required to purchase in CoBank in connection with the Loans Term A-2 Loan made by CoBank hereunder may not exceed the maximum amount permitted by CoBank’s the Bylaws and Capital Plan at the time this Agreement is entered intoin effect as of October 15, 2020. The Borrower Company acknowledges receipt of a copy of (ia) CoBank’s most recent annual report available prior to the Original Effective Datereport, and if more recent, recent CoBank’s latest quarterly report available prior to the Original Effective Datereport, (iib) CoBank’s Notice to Prospective Stockholders as in effect prior to the Original Effective Date and (iiic) CoBank’s Bylaws and Capital Plan as in effect prior to the Original Effective DatePlan, which describe the nature of all of the BorrowerCompany’s cash patronage, stock and other equities in CoBank acquired in connection with its patronage loan from CoBank (the “CoBank Equities”) as well as capitalization requirements, and agrees to be bound by the terms thereof. (b) . Each party hereto of CoBank and the Company acknowledges that CoBank’s Bylaws and Capital Plan (as each may be amended from time to time upon notice to the Borrowertime) shall govern (xi) the rights and obligations of the such 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, (yii) the BorrowerCompany’s eligibility for patronage distributions from CoBank (in the form of CoBank Equities and cash) and (ziii) patronage distributions, if any, 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 or Commitments on a non-patronage basis. (c) 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 Company may now own or hereafter acquire, which statutory lien shall be for CoBank’s (or its affiliate’s) sole and exclusive benefit. The CoBank Equities shall not constitute security for the Obligations due to any other Lender. 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 Company (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. Neither the CoBank Equities nor any accrued patronage shall be offset against the Obligations hereunder except that, in the event of an Event of Default, CoBank may elect elect, solely at its discretion, to apply the cash portion of any patronage distribution or retirement of equity to amounts due owed to CoBank or its affiliate under this Agreement, whether or not such amounts are currently due and payable. The Borrower Company acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the BorrowerCompany. CoBank shall have no obligation to retire the CoBank Equities upon any Event of Default, Default or any other default by the Borrower Company or any other Loan Party, or at any other time, either for application to the Obligations or otherwise. [Signature pages follow.]

CoBank Equity. (ai) So For 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), 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 hereunder may not exceed the maximum amount permitted by CoBank’s Bylaws and Capital Plan at the time this Agreement is entered into. The Borrower acknowledges receipt of a copy of (i) CoBank’s most recent annual report available prior to the Original Effective Datereport, and if more recent, CoBank’s latest quarterly report available prior to the Original Effective Datereport, (ii) CoBank’s Notice to Prospective Stockholders as in effect prior to the Original Effective Date and (iii) CoBank’s Bylaws and Capital Plan as in effect prior to the Original Effective DatePlan, 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 capitalization requirements, and agrees to be bound by the terms thereof. (bii) Each party hereto acknowledges that CoBank’s Bylaws and Capital Plan (as each may be amended from time to time upon notice to the Borrowertime) shall govern (x) 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, (y) the Borrower’s eligibility for patronage distributions from CoBank (in the form of CoBank Equities and cash) and (z2) 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 or Loan Commitments on a non-patronage basis. (ciii) 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. The CoBank Equities shall not constitute security for the Secured Obligations due to any other LenderSecured 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 at CoBank’s sole discretion to apply the cash portion of any patronage distribution or retirement of equity to amounts due under this Agreement. 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 at any other time, either for application to the Secured Obligations or otherwise.

CoBank Equity. (a) 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), 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 hereunder may not exceed the maximum amount permitted by CoBank’s Bylaws and Capital Plan at the time this Agreement is entered into. The Borrower acknowledges receipt of a copy of (i) CoBank’s most recent annual report available prior to the Original Effective Date, and if more recent, CoBank’s latest quarterly report available prior to the Original Effective Date, (ii) CoBank’s Notice to Prospective Stockholders as in effect prior to the Original Effective Date and (iii) CoBank’s Bylaws and Capital Plan as in effect prior to the Original Effective Date, 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 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 upon notice to the Borrower) shall govern (x) 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, (y) the Borrower’s eligibility for patronage distributions from CoBank (in the form of CoBank Equities and cash) and (z) 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 or Commitments on a non-patronage basis. (c) 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. The CoBank Equities shall not constitute security for the Obligations due to any other Lender. 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 to apply the cash portion of any patronage distribution or retirement of equity to amounts due under this Agreement. 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 at any other time, either for application to the Obligations or otherwise.

CoBank Equity. (a) So long as CoBank (or its affiliates) is a Lender hereunder, the Borrower will shall (i) maintain its status as an entity eligible to borrow from CoBank (or its affiliates) and (ii) 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 hereunder (or its affiliates) may not exceed the maximum amount permitted by CoBank’s the Bylaws and the Capital Plan at the time this Agreement is entered into. The Borrower acknowledges receipt of a copy of (iA) CoBank’s most recent annual report available prior to the Original Effective Datereport, and if more recent, CoBank’s latest quarterly report available prior to the Original Effective Datereport, (iiB) CoBank’s Notice to Prospective Stockholders as in effect prior to the Original Effective Date and (iiiC) CoBank’s Bylaws and Capital Plan as in effect prior to the Original Effective DatePlan, 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”) 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 upon notice to the Borrowertime) shall govern (xi) 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, (yii) the Borrower’s eligibility for patronage distributions from CoBank (in the form of CoBank Equities and cash) and (ziii) 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) Commitments or outstanding Loans or Commitments hereunder on a non-patronage basis. (c) Each Notwithstanding anything herein or in any other Loan Document to the contrary, 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. The ; (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 Secured 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 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 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 Secured Obligations due to the Administrative Agent, any other Lender. To Lender or any other Secured Party; (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 undertaken whether or not the Secured Obligations except that, in the event of an Event of Default, CoBank may elect to apply the cash portion of any patronage distribution or retirement of equity to amounts are currently due under this Agreement. The Borrower acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the Borrower. and payable; 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 Party, or at any other time, either for application to the Obligations 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 is the sole responsibility of the Borrower. (d) CoBank hereby agrees that its statutory Lien in and with respect to the CoBank Equities shall not secure an aggregate principal amount of Obligations held by CoBank (or other amounts of Indebtedness) in the aggregate in excess of $10,400,000. (e) Section 6.15(b) of the Existing Credit Agreement is, effective as of the date hereof, hereby amended by amending and restating such section in its entirety as follows:

CoBank Equity. (aA) 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), 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 hereunder may not exceed the maximum amount permitted by CoBank’s Bylaws and Capital Plan at the time this Agreement is entered into. The Borrower acknowledges receipt of a copy of (i) CoBank’s most recent annual report available prior to the Original Effective Datereport, and if more recent, CoBank’s latest quarterly report available prior to the Original Effective Datereport, (ii) CoBank’s Notice to Prospective Stockholders as in effect prior to the Original Effective Date and (iii) CoBank’s Bylaws and Capital Plan as in effect prior to the Original Effective DatePlan, 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 capitalization requirements, and agrees to be bound by the terms thereof. (bB) Each party hereto acknowledges that CoBank’s Bylaws and Capital Plan (as each may be amended from time to time upon notice to the Borrowertime) shall govern (x) 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, (y) the Borrower’s eligibility for patronage distributions from CoBank (in the form of CoBank Equities and cash) and (z) 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 or Commitments on a non-patronage basis. (cC) 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. The CoBank Equities shall not constitute security for the Obligations due to any other Lender. 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 to apply the cash portion of any patronage distribution or retirement of equity to amounts due under this Agreement. 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 at any other time, either for application to the Obligations or otherwise.

CoBank Equity. (a) So long as CoBank (or its affiliates) is a Lender hereunder, the Borrower will shall (i) maintain its status as an entity eligible to borrow from CoBank (or its affiliates) and (ii) 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 hereunder (or its affiliates) may not exceed the maximum amount permitted by CoBank’s the Bylaws and the Capital Plan at the time this Agreement is entered into. The Borrower acknowledges receipt of a copy of (iA) CoBank’s most recent annual report available prior to the Original Effective Datereport, and if more recent, CoBank’s latest quarterly report available prior to the Original Effective Datereport, (iiB) CoBank’s Notice to Prospective Stockholders as in effect prior to the Original Effective Date and (iiiC) CoBank’s Bylaws and Capital Plan as in effect prior to the Original Effective DatePlan, 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”) 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 upon notice to the Borrowertime) shall govern (xi) 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, (yii) the Borrower’s eligibility for patronage distributions from CoBank (in the form of CoBank Equities and cash) and (ziii) 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) Commitments or outstanding Loans or Commitments hereunder on a non-patronage basis. (c) Each Notwithstanding anything herein or in any other Loan Document to the contrary, 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. The ; (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 Secured 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 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 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 Secured Obligations due to the Administrative Agent, any other Lender. To Lender or any other Secured Party; (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 undertaken whether or not the Secured Obligations except that, in the event of an Event of Default, CoBank may elect to apply the cash portion of any patronage distribution or retirement of equity to amounts are currently due under this Agreement. The Borrower acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the Borrower. and payable; 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 Party, or at any other time, either for application to the Obligations 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 is the sole responsibility of the Borrower. (d) CoBank hereby agrees that its statutory Lien in and with respect to the CoBank Equities shall not secure an aggregate principal amount of Obligations held by CoBank (or other amounts of Indebtedness) in the aggregate in excess of $10,400,000.

CoBank Equity. (a) 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 '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 hereunder may not exceed the maximum amount permitted by CoBank’s 's Bylaws and Capital Plan at as of the time date this Agreement is entered intointo or at the time such Loans are renewed or refinanced by CoBank. The Borrower acknowledges receipt of a copy of (i) CoBank’s most recent annual report available prior to the Original Effective Date, rights and if more recent, CoBank’s latest quarterly report available prior to the Original Effective Date, (ii) CoBank’s Notice to Prospective Stockholders as in effect prior to the Original Effective Date and (iii) CoBank’s Bylaws and Capital Plan as in effect prior to the Original Effective Date, which describe the nature of all obligations of the Borrower’s stock parties with respect to such equity and any patronage or other equities in distributions made by CoBank acquired in connection with its patronage loan from CoBank (the “CoBank Equities”) on account thereof, as well as capitalization requirementspatronage distributions in the event of a sale of a participation interest in the Loans made by CoBank, and agrees to shall be bound governed by the terms thereof. (b) Each party hereto acknowledges that CoBank’s 's Bylaws and Capital Plan (as each may be amended from time to time upon notice to time). Borrower hereby consents and agrees that the Borrower) shall govern (x) the rights and obligations amount of the parties any distributions with respect to Borrower's patronage with CoBank that are made in qualified written notices of allocation (as defined in 26 U.S.C. Sec. 1388) and that are received by Borrower from CoBank will be taken into account by Borrower at the CoBank Equities and any patronage refunds stated dollar amounts whether the distribution is evidenced by a stock certificate or other distributions form of written notice that such distribution has been made and recorded in the name of Borrower on account thereof or on account the records of CoBank. CoBank's Pro Rata Share of the Borrower’s patronage with CoBank, (y) the Borrower’s eligibility for patronage distributions from Loans and other Secured Obligations due to CoBank (in the form of CoBank Equities and cash) and (z) 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 or Commitments on a non-patronage basis. (c) Each party hereto acknowledges that CoBank has shall be secured by a statutory first lien pursuant to the Farm Credit Act of 1971 (as amended from time to time) on all CoBank Equities equity that the Borrower may now own or hereafter acquireacquire in CoBank. Such equity shall not, which statutory lien shall be for CoBank’s sole and exclusive benefit. The CoBank Equities shall not however, constitute security for the Secured Obligations due to any other LenderSecured 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 obligated to pro rata sharing hereunderset off or otherwise apply such equities to Borrower's obligations to CoBank. 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 to apply the cash portion of any patronage distribution or retirement of equity to amounts due under this Credit Agreement. 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 at any other time, either for application to the Obligations or otherwise./Shenandoah Telecommunications Company

CoBank Equity. (a) So long as CoBank is a Term Loan Lender hereunder, the Borrower Company 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), except that the maximum amount of equity that the Borrower Company may be required to purchase in CoBank in connection with the Loans such Term Loan made by CoBank hereunder may not exceed the maximum amount permitted by CoBank’s the Bylaws and Capital Plan at the time this Agreement is entered intoin effect as of October 15, 2020. The Borrower Company acknowledges receipt of a copy of (ia) CoBank’s most recent annual report available prior to the Original Effective Datereport, and if more recent, recent CoBank’s latest quarterly report available prior to the Original Effective Datereport, (iib) CoBank’s Notice to Prospective Stockholders as in effect prior to the Original Effective Date and (iiic) CoBank’s Bylaws and Capital Plan as in effect prior to the Original Effective DatePlan, which describe the nature of all of the BorrowerCompany’s cash patronage, stock and other equities in CoBank acquired in connection with its patronage loan from CoBank (the “CoBank Equities”) as well as capitalization requirements, and agrees to be bound by the terms thereof. (b) . Each party hereto of CoBank and the Company acknowledges that CoBank’s Bylaws and Capital Plan (as each may be amended from time to time upon notice to the Borrowertime) shall govern (xi) the rights and obligations of the such 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, (yii) the BorrowerCompany’s eligibility for patronage distributions from CoBank (in the form of CoBank Equities and cash) and (ziii) patronage distributions, if any, 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 or Commitments on a non-patronage basis. (c) 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 Company may now own or hereafter acquire, which statutory lien shall be for CoBank’s (or its affiliate’s) sole and exclusive benefit. The CoBank Equities shall not constitute security for the Obligations due to any other Lender. 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 Company (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. Neither the CoBank Equities nor any accrued patronage shall be offset against the Obligations hereunder except that, in the event of an Event of Default, CoBank may elect elect, solely at its discretion, to apply the cash portion of any patronage distribution or retirement of equity to amounts due owed to CoBank or its affiliate under this Agreement, whether or not such amounts are currently due and payable. The Borrower Company acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the BorrowerCompany. CoBank shall have no obligation to retire the CoBank Equities upon any Event of Default, Default or any other default by the Borrower Company or any other Loan Party, or at any other time, either for application to the Obligations or otherwise.

CoBank Equity. (aA) So For 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), except that the maximum amount of equity that the Borrower may be required to purchase in CoBank in connection with the Revolver Loans made by CoBank hereunder may not exceed the maximum amount permitted by CoBank’s Bylaws and Capital Plan at the time this Agreement is entered into. The Borrower acknowledges receipt of a copy of (i) CoBank’s most recent annual report available prior to the Original Effective Datereport, and if more recent, CoBank’s latest quarterly report available prior to the Original Effective Datereport, (ii) CoBank’s Notice to Prospective Stockholders as in effect prior to the Original Effective Date and (iii) CoBank’s Bylaws and Capital Plan as in effect prior to the Original Effective DatePlan, 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 capitalization requirements, and agrees to be bound by the terms thereof. (bB) Each party hereto acknowledges that CoBank’s Bylaws and Capital Plan (as each may be amended from time to time upon notice to the Borrowertime) shall govern (x) 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, (y) the Borrower’s eligibility for patronage distributions from CoBank (in the form of CoBank Equities and cash) and (z) 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 Revolver Loans or Revolver Loan Commitments on a non-patronage basis. (cC) 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. The CoBank Equities shall not constitute security for the Secured Obligations due to any other LenderSecured 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 at CoBank’s sole discretion to apply the cash portion of any patronage distribution or retirement of equity to amounts due dueowed 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 at any other time, either for application to the Secured Obligations or otherwise.

CoBank Equity. (a) 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), 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 hereunder may not exceed the maximum amount permitted by CoBank’s the Bylaws and the Capital Plan at the time this Agreement is entered into. The Borrower acknowledges receipt of a copy of (i) CoBank’s most recent annual report available prior to the Original Effective Date, and if more recent, CoBank’s latest quarterly report available prior to the Original Effective Date, (ii) CoBank’s Notice to Prospective Stockholders as in effect prior to the Original Effective Date and (iii) CoBank’s Bylaws and Capital Plan as in effect prior to the Original Effective Date, 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 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 upon notice to the Borrower) shall govern (x) the rights and obligations of the parties with respect to the CoBank Equities such equity and any patronage refunds or other distributions made on account thereof or on account of the Borrower’s equity with CoBank shall be governed by CoBank’s Bylaws. CoBank agrees that all Loans that are made by CoBank and that are retained for its own account and not sold in a participation shall be entitled to patronage distributions in accordance with CoBank, (y) the Borrower’s eligibility for patronage distributions from Bylaws; all Loans that are made by CoBank (and are included in the form of CoBank Equities and cash) and (z) patronage distributions, if any, in the event of a sale of a participation interestshall not be entitled to patronage distributions. CoBank’s Pro Rata Share of the Loans and other Secured Obligations due to CoBank reserves the right to assign or sell participations in all or any part of its Loans or Commitments on a non-patronage basis. (c) Each party hereto acknowledges that CoBank has shall be secured by a statutory first lien pursuant to the Farm Credit Act of 1971 (as amended from time to time) on all CoBank Equities that the equity which Borrower may now own or hereafter acquireacquire in CoBank. Such equity shall not, which statutory lien shall be for CoBank’s sole and exclusive benefit. The CoBank Equities shall not however, constitute security for the Secured Obligations due to any other LenderSecured 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 obligated to pro rata sharing hereunderset off or otherwise apply such equities to Borrower’s obligations to CoBank. Neither the CoBank Equities nor any accrued patronage shall be offset against the Obligations except that, in In the event of an Event any liquidation, sale, transfer or other disposition of DefaultCollateral that includes Borrower’s equity in CoBank, CoBank may elect whether by foreclosure or otherwise, the proceeds attributable to apply the cash portion of any patronage distribution or retirement of such equity to amounts due under this Agreement. 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 at any other time, either for application be equal to the Obligations or otherwiseface value of such equity as reflected in the official records of CoBank.

CoBank Equity. (a) 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), 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 hereunder may not exceed the maximum amount permitted by CoBank’s the Bylaws and the Capital Plan at on the time this Agreement is entered intoClosing Date. The Borrower acknowledges receipt of a copy of (i) CoBank’s most recent annual report available prior to the Original Effective Datereport, and if more recent, CoBank’s latest quarterly report available prior to the Original Effective Datereport, (ii) CoBank’s Notice to Prospective Stockholders as in effect prior to the Original Effective Date and (iii) CoBank’s Bylaws and Capital Plan as in effect prior to the Original Effective DatePlan, 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 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 upon notice to the Borrowertime) shall govern (x) 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, (y) the Borrower’s eligibility for patronage distributions from CoBank (in the form of CoBank Equities and cash) and (z) 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 Commitments or outstanding Loans or Commitments hereunder on a non-patronage basis. (c) 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. The CoBank Equities shall not constitute security for the Obligations due to any other Lender. 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 to apply the cash portion of any patronage distribution or retirement of equity to amounts due under this Agreement. 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 at any other time, either for application to the Obligations or otherwise.

CoBank Equity. (a) 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), 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 hereunder may not exceed the maximum amount permitted by CoBank’s Bylaws and Capital Plan at the time this Agreement is entered into. The Borrower acknowledges receipt of a copy of (i) CoBank’s most recent annual report available prior to the Original Effective Datereport, and if more recent, CoBank’s latest quarterly report available prior to the Original Effective Datereport, (ii) CoBank’s Notice to Prospective Stockholders as in effect prior to the Original Effective Date and (iii) CoBank’s Bylaws and Capital Plan as in effect prior to the Original Effective DatePlan, 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 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 upon notice to the Borrowertime) shall govern (xi) 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, (yii) the Borrower’s eligibility for patronage distributions from CoBank (in the form of CoBank Equities and cash) and (ziii) 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 or Commitments Revolving Credit Commitment on a non-patronage basis. (c) 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. The CoBank Equities shall not constitute security for the Secured Obligations due to any other LenderSecured 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 to apply the cash portion of any patronage distribution or retirement of equity to amounts due under this Agreement. 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 at any other time, either for application to the Secured Obligations or otherwise.