Common use of CoBank Equity Clause in Contracts

CoBank Equity. So long as CoBank is a Lender hereunder, Borrower will acquire equity in CoBank in such amounts and at such times as CoBank may require in accordance with CoBank’s Bylaws and Capital Plan (as each may be amended from time to time), except that the maximum amount of equity that Borrower may be required to purchase in CoBank in connection with the Loans may not exceed the maximum amount permitted by the Bylaws and the Capital Plan at the time this Agreement is entered into. The rights and obligations of the parties with respect to such equity and any distributions made on account thereof or on account of 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’s Bylaws; all Loans that are made by CoBank and are included in a sale of a participation shall not be entitled to patronage distributions. CoBank’s Pro Rata Share of the Loans and other Secured Obligations due to CoBank shall be secured by a statutory first lien on all equity which Borrower may now own or hereafter acquire in CoBank. Such equity shall not, however, constitute security for the Secured Obligations due to any other Secured Party. CoBank shall not be obligated to set off or otherwise apply such equities to Borrower’s obligations to CoBank. In the event of any liquidation, sale, transfer or other disposition of Collateral that includes Borrower’s equity in CoBank, whether by foreclosure or otherwise, the proceeds attributable to such equity shall be equal to the face value of such equity as reflected in the official records of CoBank.

CoBank Equity. So long as CoBank is a Term A-2 Lender hereunder, Borrower the 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 Borrower the Company may be required to purchase in CoBank in connection with the Loans Term A-2 Loan made by CoBank may not exceed the maximum amount permitted by the Bylaws and the Capital Plan at the time this Agreement is entered intoin effect as of October 15, 2020. The Company acknowledges receipt of a copy of (a) CoBank’s most recent annual report, and if more recent CoBank’s latest quarterly report, (b) CoBank’s Notice to Prospective Stockholders and (c) CoBank’s Bylaws and Capital Plan, which describe the nature of all of the Company’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. Each of CoBank and the Company 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 such parties with respect to such equity the CoBank Equities and any patronage refunds or other distributions made on account thereof or on account of Borrowerthe Company’s equity patronage with CoBank shall be governed by CoBank, (ii) the Company’s Bylaws. CoBank agrees that all Loans that are made by CoBank and that are retained eligibility for its own account and not sold in a participation shall be entitled to patronage distributions from CoBank (in accordance with CoBank’s Bylaws; all Loans that are made by the form of CoBank Equities and are included cash) and (iii) patronage distributions, if any in the event of a sale of a participation shall not be entitled to patronage distributionsinterest. CoBank’s Pro Rata Share of the Loans and other Secured Obligations due to Each party hereto acknowledges that CoBank shall be secured by has a statutory first lien pursuant to the Farm Credit Act of 1971 (as amended from time to time) on all equity which Borrower CoBank Equities that the Company may now own or hereafter acquire in acquire, which statutory lien shall be for CoBank’s (or its affiliate’s) sole and exclusive benefit. Such equity The CoBank Equities shall not, however, not constitute security for the Secured Obligations due to any other Secured PartyLender. 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 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, solely at its discretion, to apply the cash portion of any patronage distribution or retirement of equity to amounts owed to CoBank or its affiliate under this Agreement, whether or not such amounts are currently due and payable. Company acknowledges that any corresponding tax liability associated with such application is the sole responsibility of Company. CoBank shall not be obligated have no obligation to set off retire the CoBank Equities upon any Event of Default, Default or otherwise apply such equities any other default by Company or any other Loan Party, or at any other time, either for application to Borrower’s obligations to CoBank. In the event of any liquidation, sale, transfer or other disposition of Collateral that includes Borrower’s equity in CoBank, whether by foreclosure Obligations or otherwise, the proceeds attributable to such equity shall be equal to the face value of such equity as reflected in the official records of CoBank. [Signature pages follow.]

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 may not exceed the maximum amount permitted by 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, and if more recent, CoBank’s latest quarterly report, (ii) CoBank’s Notice to Prospective Stockholders and (iii) CoBank’s Bylaws and Capital Plan, which describe the nature of all of the Borrower’s stock and other equities in CoBank acquired in connection with its patronage loan from CoBank (the “CoBank Equities”) as well as 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 (x) the rights and obligations of the parties with respect to such equity the CoBank Equities and any patronage refunds or other distributions made on account thereof or on account of the Borrower’s equity patronage with CoBank shall be governed by CoBank, (y) the Borrower’s Bylaws. CoBank agrees that all Loans that are made by CoBank and that are retained eligibility for its own account and not sold in a participation shall be entitled to patronage distributions from CoBank (in accordance with CoBank’s Bylaws; all Loans that are made by the form of CoBank Equities and are included cash) and (z) patronage distributions, if any, in the event of a sale of a participation shall not be entitled to patronage distributions. CoBank’s Pro Rata Share of the Loans and other Secured Obligations due to CoBank shall be secured by a statutory first lien on all equity which Borrower may now own or hereafter acquire in CoBank. Such equity shall not, however, constitute security for the Secured Obligations due to any other Secured Partyinterest. CoBank shall not be obligated reserves the right to set off assign or otherwise apply such equities to Borrower’s obligations to CoBank. In the event sell participations in all or any part of any liquidation, sale, transfer its Commitments or other disposition of Collateral that includes Borrower’s equity in CoBank, whether by foreclosure or otherwise, the proceeds attributable to such equity shall be equal to the face value of such equity as reflected in the official records of CoBankoutstanding Loans hereunder on a non-patronage basis.

CoBank Equity. So long as CoBank is a Term Loan Lender hereunder, Borrower the 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 Borrower the Company may be required to purchase in CoBank in connection with the Loans such Term Loan made by CoBank may not exceed the maximum amount permitted by the Bylaws and the Capital Plan at the time this Agreement is entered intoin effect as of October 15, 2020. The Company acknowledges receipt of a copy of (a) CoBank’s most recent annual report, and if more recent CoBank’s latest quarterly report, (b) CoBank’s Notice to Prospective Stockholders and (c) CoBank’s Bylaws and Capital Plan, which describe the nature of all of the Company’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. Each of CoBank and the Company 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 such parties with respect to such equity the CoBank Equities and any patronage refunds or other distributions made on account thereof or on account of Borrowerthe Company’s equity patronage with CoBank shall be governed by CoBank, (ii) the Company’s Bylaws. CoBank agrees that all Loans that are made by CoBank and that are retained eligibility for its own account and not sold in a participation shall be entitled to patronage distributions from CoBank (in accordance with CoBank’s Bylaws; all Loans that are made by the form of CoBank Equities and are included cash) and (iii) patronage distributions, if any in the event of a sale of a participation shall not be entitled to patronage distributionsinterest. CoBank’s Pro Rata Share of the Loans and other Secured Obligations due to Each party hereto acknowledges that CoBank shall be secured by has a statutory first lien pursuant to the Farm Credit Act of 1971 (as amended from time to time) on all equity which Borrower CoBank Equities that the Company may now own or hereafter acquire in acquire, which statutory lien shall be for CoBank’s (or its affiliate’s) sole and exclusive benefit. Such equity The CoBank Equities shall not, however, not constitute security for the Secured Obligations due to any other Secured PartyLender. 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 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, solely at its discretion, to apply the cash portion of any patronage distribution or retirement of equity to amounts owed to CoBank or its affiliate under this Agreement, whether or not such amounts are currently due and payable. Company acknowledges that any corresponding tax liability associated with such application is the sole responsibility of Company. CoBank shall not be obligated have no obligation to set off retire the CoBank Equities upon any Event of Default, Default or otherwise apply such equities any other default by Company or any other Loan Party, or at any other time, either for application to Borrower’s obligations to CoBank. In the event of any liquidation, sale, transfer or other disposition of Collateral that includes Borrower’s equity in CoBank, whether by foreclosure Obligations or otherwise, the proceeds attributable to such equity shall be equal to the face value of such equity as reflected in the official records of CoBank.