Common use of Farm Credit Equities Clause in Contracts

Farm Credit Equities. (a) So long as (i) a Farm Credit Lender is a Lender or Voting Participant hereunder and (ii) such Farm Credit Lender has notified the Borrowers that the Borrowers are eligible to receive patronage distributions directly from such Farm Credit Lender or one of its Affiliates on account of the Loans made (or participated in) by such Farm Credit Lender hereunder, the Borrowers will acquire (and such Farm Credit Lender will make available to the Borrowers for purchase) equity in such Farm Credit Lender or one of its Affiliates in such amounts and at such times as such Farm Credit Lender may require in accordance with such Farm Credit Lender’s or its Affiliates’ bylaws and capital plan or similar documents (as each may be amended from time to time), provided that the maximum amount of equity that the Borrowers may be required to purchase in such Farm Credit Lender or its Affiliate in connection with the portion of the Loans made by such Farm Credit Lender shall not exceed the maximum amount permitted by the applicable bylaws, capital plan and related documents (x) as in effect (and in the form provided to the Borrowers) on the Closing Date or (y) in the case of a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of participation, as in effect (and in the form provided to the Borrowers) at the time of the closing of the related assignment or sale of participation. CoBank confirms delivery to the Borrowers, and the Borrowers acknowledge receipt, of the documents from CoBank as of the Closing Date (and will upon reasonable request, and subject to the Borrowers’ consent to such assignment or sale of a participation by such Farm Credit Lender pursuant to Section 9.6(b), acknowledge receipt of any similar documents delivered to the Borrowers by a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of a participation after the Closing Date; provided that such Farm Credit Lender confirms delivery of such documents to the Borrowers) (the “Farm Credit Equity Documents”), which describe the nature of the stock and/or other equities in a Farm Credit Lender or its Affiliate required to be acquired by the Borrowers in connection with the Loans made (or participated in) by such Farm Credit Lender (the “Farm Credit Equities”), as well as applicable capitalization requirements, and the Borrowers agree to be bound by the terms thereof. CoBank acknowledges and agrees that the amount of the Farm Credit Equities of CoBank acquired by the Borrowers on or prior to the Closing Date satisfies the requirements of this Section 9.19 in respect of the Closing Date Term Loan Commitments as of the Closing Date. (b) Each party hereto acknowledges that each Farm Credit Lender’s (or its Affiliate’s) bylaws, capital plan and similar documents (as each may be amended from time to time) shall govern (x) the rights and obligations of the parties with respect to the Farm Credit Equities and any patronage refunds or other distributions made on account thereof or on account of the Borrowers’ patronage with such Farm Credit Lender or its Affiliate, (y) the Borrowers’ eligibility for patronage distributions from such Farm Credit Lender or its Affiliate (in the form of Farm Credit Equities and cash) and (z) patronage distributions, if any, in the event of a sale of a participation interest. Each Farm Credit Lender reserves the right to assign or sell participations in all or any part of its Commitments or outstanding Loans hereunder on a non-patronage basis in accordance with Section 9.6(b); provided that if the Parent’s consent to such assignment or sale of a participation by such Farm Credit Lender is required pursuant to Section 9.6(b) or Section 9.6(d), as applicable, the parties hereto agree that, solely with respect to the Parent’s ability to reasonably withhold consent to such transfer because of an expected reduction in patronage distributions to the Borrowers (it being understood and agreed that the Parent may have another basis for reasonably withholding consent to such transfer), (A) if the transferring Farm Credit Lender has not delivered a Farm Credit Lender Transfer Certificate (as defined below) to the Borrowers, then the Parent may withhold its consent to such assignment or sale in its sole discretion (and in such case, the Parent shall be deemed to have acted reasonably), and (B) if the transferring Farm Credit Lender has delivered a Farm Credit Lender Transfer Certificate to the Borrowers, then the Parent may not withhold its consent to such assignment or sale (and any such withholding of consent shall be deemed unreasonable). For purposes hereof, “Farm Credit Lender Transfer Certificate” means a certificate executed by an officer of the transferring Farm Credit Lender and certifying to the Borrowers that such transferring Farm Credit Lender has used commercially reasonable efforts to consummate the relevant assignment or sale or a participation with another entity that would be expected to make patronage distributions to the Borrowers on a going forward basis that are consistent with (or better than) those that the Borrowers could reasonably have expected to have received from such transferring Farm Credit Lender.

Farm Credit Equities. (a) So long as (i) a Farm Credit Lender is a Lender or Voting Participant hereunder and (ii) such Farm Credit Lender has notified the Borrowers that the Borrowers are eligible to receive patronage distributions directly from such Farm Credit Lender or one of its Affiliates on account of the Loans made (or participated in) by such Farm Credit Lender hereunder, the Borrowers Borrower will acquire (and such Farm Credit Lender will make available to the Borrowers for purchase) equity in such Farm Credit Lender or one of its Affiliates in such amounts and at such times as such Farm Credit Lender may require in accordance with such Farm Credit Lender’s or its Affiliates’ bylaws and capital plan or similar documents (as each may be amended from time to time), provided except that the maximum amount of equity that the Borrowers Borrower may be required to purchase in such Farm Credit Lender or its Affiliate in connection with the portion of the Loans made by such Farm Credit Lender shall may not exceed the maximum amount permitted by the applicable bylaws, capital plan and related documents (x) as in effect (and in at the form provided to the Borrowers) on the Closing Date time this Agreement is entered into or (y) in the case of a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of participation, as in effect (and in the form provided to the Borrowers) at the time of the closing of the related assignment or sale of participation. CoBank confirms delivery to the Borrowers, and the Borrowers acknowledge receipt, The Borrower acknowledges receipt of the documents from CoBank as of the Closing Date (and will upon reasonable request, and subject to the Borrowers’ consent to such assignment or sale of a participation by such Farm Credit Lender pursuant to Section 9.6(b), acknowledge receipt of any similar documents delivered to the Borrowers by a each Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of a participation after the Closing Date; provided that such Farm Credit Lender confirms delivery of such documents to the Borrowers) (the “Farm Credit Equity Documents”), which describe the nature of the Borrower’s stock and/or and other equities in a such Farm Credit Lender or its Affiliate required to be acquired by the Borrowers in connection with the Loans made (or participated in) by its patronage loan from such Farm Credit Lender (the “Farm Credit Equities”), ) as well as applicable capitalization requirements, and the Borrowers agree agrees to be bound by the terms thereof. CoBank acknowledges and agrees that the amount of the Farm Credit Equities of CoBank acquired by the Borrowers on or prior to the Closing Date satisfies the requirements of this Section 9.19 in respect of the Closing Date Term Loan Commitments as of the Closing Date. (b) Each party hereto acknowledges that each Farm Credit Lender’s (or its Affiliate’s) bylaws, capital plan and similar documents (as each may be amended from time to time) shall govern (x) the rights and obligations of the parties with respect to the Farm Credit Equities and any patronage refunds or other distributions made on account thereof or on account of the Borrowers’ Borrower’s patronage with such Farm Credit Lender or its AffiliateLender, (y) the Borrowers’ Borrower’s eligibility for patronage distributions from such Farm Credit Lender or its Affiliate (in the form of Farm Credit Equities and cash) and (z) patronage distributions, if any, in the event of a sale of a participation interest. Each Farm Credit Lender reserves the right to assign or sell participations in all or any part of its Commitments or outstanding Loans hereunder on a non-patronage basis (and/or to a Lender that pays no patronage or pays patronage that is lower than the patronage paid by the transferring Farm Credit Lender) in accordance with Section 9.6(b); provided 10.06. (c) Each party hereto acknowledges that if each Farm Credit Lender has a statutory first lien pursuant to the ParentFarm Credit Act of 1971 (as amended from time to time) on all Farm Credit Equities of such Farm Credit Lender that the Borrower may now own or hereafter acquire, which statutory lien shall be for such Farm Credit Lender’s consent to such assignment or sale sole and exclusive benefit. The Farm Credit Equities of a participation particular Farm Credit Lender 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 Farm Credit Equities of a Farm Credit Lender or on patronage accrued by such Farm Credit Lender is required pursuant to Section 9.6(b) or Section 9.6(dfor the account of the Borrower (including, in each case, proceeds thereof), as applicable, such Lien shall be for such Farm Credit Lender’s sole and exclusive benefit and shall not be subject to pro rata sharing hereunder. Neither the parties hereto agree Farm Credit Equities nor any accrued patronage shall be offset against the obligations hereunder except that, in the event of an Event of Default that has occurred and is continuing, a Farm Credit Lender may elect, solely at its discretion, to apply the cash portion of any patronage distribution or retirement of equity, made with respect to the Parent’s ability Farm Credit Equities of such Farm Credit Lender, to reasonably withhold consent amounts owed to such transfer because of an expected reduction in patronage distributions to the Borrowers (it being understood and agreed that the Parent may have another basis for reasonably withholding consent to such transfer), (A) if the transferring Farm Credit Lender has under this Agreement whether or not delivered a 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. No Farm Credit Lender Transfer Certificate (as defined below) shall have an obligation to retire the Borrowers, then the Parent may withhold its consent to Farm Credit Equities of such assignment or sale in its sole discretion (and in such case, the Parent shall be deemed to have acted reasonably), and (B) if the transferring Farm Credit Lender has delivered a Farm Credit Lender Transfer Certificate upon any Default, either for application to the Borrowers, then the Parent may not withhold its consent to such assignment Obligations or sale (and any such withholding of consent shall be deemed unreasonable). For purposes hereof, “Farm Credit Lender Transfer Certificate” means a certificate executed by an officer of the transferring Farm Credit Lender and certifying to the Borrowers that such transferring Farm Credit Lender has used commercially reasonable efforts to consummate the relevant assignment or sale or a participation with another entity that would be expected to make patronage distributions to the Borrowers on a going forward basis that are consistent with (or better than) those that the Borrowers could reasonably have expected to have received from such transferring Farm Credit Lenderotherwise.

Farm Credit Equities. (a) So long as (i) a Farm Credit Lender is a Lender or Voting Participant hereunder and (ii) such Farm Credit Lender has notified the Borrowers Borrower that the Borrowers are Borrower is eligible to receive patronage distributions directly from such Farm Credit Lender or one of its Affiliates on account of the Loans made (or participated in) by such Farm Credit Lender hereunder, the Borrowers Borrower will acquire (and such Farm Credit Lender will make available to the Borrowers Borrower for purchase) equity in such Farm Credit Lender or one of its Affiliates in such amounts and at such times as such Farm Credit Lender may require in accordance with such Farm Credit Lender’s or its Affiliates’ bylaws and capital plan or similar documents (as each may be amended from time to time), provided that the maximum amount of equity that the Borrowers Borrower may be required to purchase in such Farm Credit Lender or its Affiliate in connection with the portion of the Loans made by such Farm Credit Lender shall not exceed the maximum amount permitted by the applicable bylaws, capital plan and related documents (x) as in effect (and in the form provided to the BorrowersBorrower) on the Closing Date or (y) in the case of a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of participation, as in effect (and in the form provided to the BorrowersBorrower) at the time of the closing of the related assignment or sale of participation. CoBank confirms delivery to the BorrowersBorrower, and the Borrowers acknowledge Borrower acknowledges receipt, of the documents from CoBank as of the Closing Date (and will upon reasonable request, and subject to the Borrowers’ Borrower’s consent to such assignment or sale of a participation by such Farm Credit Lender pursuant to Section 9.6(b), acknowledge receipt of any similar documents delivered to the Borrowers Borrower by a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of a participation after the Closing Date; provided that such Farm Credit Lender confirms delivery of such documents to the BorrowersBorrower) (the “Farm Credit Equity Documents”), which describe the nature of the stock and/or other equities in a Farm Credit Lender or its Affiliate required to be acquired by the Borrowers Borrower in connection with the Loans made (or participated in) by such Farm Credit Lender (the “Farm Credit Equities”), as well as applicable capitalization requirements, and the Borrowers agree Borrower agrees to be bound by the terms thereof. CoBank acknowledges and agrees that the amount of the Farm Credit Equities of CoBank acquired by the Borrowers Borrower on or prior to the Closing Date satisfies the requirements of this Section 9.19 9.20 in respect of the Closing Date Term Loan Commitments as of the Closing Date. (b) Each party hereto acknowledges that each Farm Credit Lender’s (or its Affiliate’s) bylaws, capital plan and similar documents (as each may be amended from time to time) shall govern (x) the rights and obligations of the parties with respect to the Farm Credit Equities and any patronage refunds or other distributions made on account thereof or on account of the Borrowers’ Borrower’s patronage with such Farm Credit Lender or its Affiliate, (y) the Borrowers’ Borrower’s eligibility for patronage distributions from such Farm Credit Lender or its Affiliate (in the form of Farm Credit Equities and cash) and (z) patronage distributions, if any, in the event of a sale of a participation interest. Each Farm Credit Lender reserves the right to assign or sell participations in all or any part of its Commitments or outstanding Loans hereunder on a non-patronage basis in accordance with Section 9.6(b); provided that if the Parent’s consent to such assignment or sale of a participation by such Farm Credit Lender is required pursuant to Section 9.6(b) or Section 9.6(d), as applicable, the parties hereto agree that, solely with respect to the Parent’s ability to reasonably withhold consent to such transfer because of an expected reduction in patronage distributions to the Borrowers Borrower (it being understood and agreed that the Parent may have another basis for reasonably withholding consent to such transfer), (A) if the transferring Farm Credit Lender has not delivered a Farm Credit Lender Transfer Certificate (as defined below) to the BorrowersBorrower, then the Parent may withhold its consent to such assignment or sale in its sole discretion (and in such case, the Parent shall be deemed to have acted reasonably), and (B) if the transferring Farm Credit Lender has delivered a Farm Credit Lender Transfer Certificate to the BorrowersBorrower, then the Parent may not withhold its consent to such assignment or sale (and any such withholding of consent shall be deemed unreasonable). For purposes hereof, “Farm Credit Lender Transfer Certificate” means a certificate executed by an officer of the transferring Farm Credit Lender and certifying to the Borrowers Borrower that such transferring Farm Credit Lender has used commercially reasonable efforts to consummate the relevant assignment or sale or a participation with another entity that would be expected to make patronage distributions to the Borrowers Borrower on a going forward basis that are consistent with (or better than) those that the Borrowers Borrower could reasonably have expected to have received from such transferring Farm Credit Lender.

Farm Credit Equities. (a) So long as (i) a Farm Credit Lender is a Lender or Voting Participant hereunder and (ii) such Farm Credit Lender has notified the Borrowers Performance Fibers that the Borrowers are it is eligible to receive patronage distributions directly from such Farm Credit Lender or one of its Affiliates on account of the Term A-2 Loans made (or participated in) by such Farm Credit Lender hereunder, the Borrowers Performance Fibers will acquire (and such Farm Credit Lender will make available to the Borrowers Performance Fibers for purchase) equity in such Farm Credit Lender or one of its Affiliates in such amounts and at such times as such Farm Credit Lender may require in accordance with such Farm Credit Lender’s or its Affiliates’ bylaws and capital plan or similar documents (as each may be amended from time to time), provided except that the maximum amount of equity that the Borrowers Performance Fibers may be required to purchase in such Farm Credit Lender or its Affiliate in connection with the portion of the Term A-2 Loans made by such Farm Credit Lender shall may not exceed the maximum amount permitted by the applicable bylaws, capital plan and related documents (x) as in effect (and in at the form provided to the Borrowers) on the Closing Date time this Agreement is entered into or (y) in the case of a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of participation, as in effect (and in the form provided to the Borrowers) at the time of the closing of the related assignment or sale of participation. CoBank confirms delivery to the Borrowers, and the Borrowers acknowledge receipt, Performance Fibers acknowledges receipt of the documents from CoBank the respective Farm Credit Lenders as of the Closing Signing Date that are listed on Schedule 11.24 (and will upon reasonable request, and subject to the BorrowersProducts’ consent to such assignment or sale of a participation by such Farm Credit Lender pursuant to Section 9.6(b11.06(b)(iii) or Section 11.06(i), acknowledge receipt of any similar documents delivered to the Borrowers Performance Fibers by a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of a participation after the Closing Restatement Date; provided that such Farm Credit Lender confirms delivery of such documents to the Borrowers) (the “Farm Credit Equity Documents”), which describe the nature of the cash patronage, stock and/or other equities in a Farm Credit Lender or its Affiliate required to be acquired by the Borrowers Performance Fibers in connection with the Term A-2 Loans made (or participated in) by such Farm Credit Lender (the “Farm Credit Equities”), as well as applicable capitalization requirements, and the Borrowers agree Performance Fibers agrees to be bound by the terms thereof. CoBank acknowledges and agrees that the amount of the Farm Credit Equities of CoBank acquired by the Borrowers on or prior to the Closing Date satisfies the requirements of this Section 9.19 in respect of the Closing Date Term Loan Commitments as of the Closing Date. (b) Each party hereto acknowledges that each Farm Credit Lender’s (or its Affiliate’s) bylaws, capital plan and similar documents (as each may be amended from time to time) shall govern (x) the rights and obligations of the parties with respect to the Farm Credit Equities and any patronage refunds or other distributions made on account thereof or on account of the BorrowersPerformance Fibers’ patronage with such Farm Credit Lender or its Affiliate, (y) the BorrowersPerformance Fibers’ eligibility for patronage distributions from such Farm Credit Lender or its Affiliate (in the form of Farm Credit Equities and cash) and (z) patronage distributions, if any, in the event of a sale of a participation interest. Each Farm Credit Lender reserves the right to assign or sell participations in all or any part of its Commitments or outstanding Term A-2 Loans hereunder on a non-patronage basis in accordance with Section 9.6(b)11.06; provided provided, that if the Parent’s Products’ consent to such assignment or sale of a participation by such Farm Credit Lender is required pursuant to Section 9.6(b11.06(b)(iii) or Section 9.6(d11.06(i), as applicable, the parties hereto agree that, solely with respect to the Parent’s Products’ ability to reasonably withhold consent to such transfer because of an expected reduction in patronage distributions to the Borrowers Performance Fibers (it being understood and agreed that the Parent Products may have another basis for reasonably withholding consent to such transfer), (A) if the transferring Farm Credit Lender has not delivered a Farm Credit Lender Transfer Certificate (as defined below) to the BorrowersPerformance Fibers, then the Parent Products may withhold its consent to such assignment or sale in its sole discretion (and in such case, the Parent Products shall be deemed not to have acted reasonablyunreasonably withheld or delayed its consent), and (B) if the transferring Farm Credit Lender has delivered a Farm Credit Lender Transfer Certificate to the BorrowersPerformance Fibers, then the Parent Products may not withhold or delay its consent to such assignment or sale on that basis (and any such withholding or delaying of consent on that basis shall be deemed unreasonable). For purposes hereof, “Farm Credit Lender Transfer Certificate” means a certificate executed by an officer of the transferring Farm Credit Lender and certifying to the Borrowers Performance Fibers that such transferring Farm Credit Lender has used commercially reasonable efforts to consummate the relevant assignment or sale or a participation with another entity that would be expected to make patronage distributions to the Borrowers Performance Fibers on a going forward basis that are consistent with (or better than) those that the Borrowers Performance Fibers could reasonably have expected to have received from such transferring Farm Credit Lender. Subject to the first sentence of this Section 11.24(b), any Term A-2 Loans made to Performance Fibers shall result in the accrual of patronage refunds or distributions for the benefit of Performance Fibers from the applicable Farm Credit Lender (or one of its Affiliates), and such patronage refunds or distributions shall be payable directly for the account of Performance Fibers.

Farm Credit Equities. (a) So long as (i) a any Farm Credit Lender is the Lender (or at Lender’s election a Lender or Voting voting Participant hereunder hereunder) and (ii) such Farm Credit Lender has notified the Borrowers Parent that the Borrowers are it is eligible to receive patronage distributions directly from such Farm Credit Lender or one of its Affiliates on account of its portion of the Term Loans made (or participated in) by such Farm Credit Lender hereunder, the Borrowers will Parent will, as a condition to receiving such patronage distributions, acquire (and such Farm Credit Lender will make available to the Borrowers for purchase) equity in such Farm Credit Lender or one of its Affiliates in such amounts and at such times as such Farm Credit Lender may require in accordance with such Farm Credit Lender’s or its Affiliates’ Affiliate’s bylaws and capital plan or similar documents (as each may be amended from time to time), provided except that the maximum amount of equity that the Borrowers Parent may be required to purchase in such Farm Credit Lender or one of its Affiliate Affiliates in connection with the portion of the Term Loans made by such Farm Credit Lender shall hereunder may not exceed the maximum amount permitted by the applicable bylaws, relevant bylaws and the capital plan and related documents (x) as in effect (and in the form provided to the BorrowersA) on the Closing Date or (yB) in the case of a Farm Credit Lender that becomes a Lender or Voting voting Participant as a result of an assignment or sale of participation, as in effect (and in the form provided to the Borrowers) at the time of the closing of the related assignment or sale of participation. CoBank confirms delivery to the Borrowers, and the Borrowers acknowledge receipt, of the documents from CoBank as of the Closing Date (and will upon reasonable request, and subject to the Borrowers’ consent to such assignment or sale of a participation by such Farm Credit Lender pursuant to Section 9.6(b), acknowledge The Parent acknowledges receipt of any similar documents delivered to the Borrowers by a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of a participation after the Closing Date; provided that such Farm Credit Lender confirms delivery of such documents to the Borrowers) information (the “Farm Credit Equity Documents”), which describe ) as it has deemed necessary regarding the nature of all of the Parent’s stock and/or other equities and participation certificates in a the respective Farm Credit Lender Lenders (or its Affiliate required to be Affiliates thereof) acquired by the Borrowers in connection with the Term Loans made (or participated in) by such from the Farm Credit Lender Lenders hereunder (the “Farm Credit Equities”), ) as well as applicable relevant capitalization requirements, and the Borrowers agree agrees to be bound by the terms thereof. CoBank acknowledges and agrees that the amount of the Farm Credit Equities of CoBank acquired by the Borrowers on or prior to the Closing Date satisfies the requirements of this Section 9.19 in respect of the Closing Date Term Loan Commitments as of the Closing Date. (b) Each party hereto Loan Party acknowledges that each (i) the Farm Credit Lender’s (or its Affiliate’s) bylaws, capital plan and similar documents Equity Documents (as each may be amended from time to time) shall govern (xA) the rights and obligations of the parties with respect to the Farm Credit Equities and any patronage refunds or other distributions made on account thereof or on account of the Borrowers’ Parent’s patronage with such the respective Farm Credit Lender or its AffiliateLenders, (yB) the Borrowers’ Parent’s eligibility for patronage distributions from such the respective Farm Credit Lender or its Affiliate Lenders (in the form of Farm Credit Equities and cash) and (zC) patronage distributions, if any, in the event of a sale by a Farm Credit Lender of participations in the Term Loans made by such Farm Credit Lender, (ii) patronage refunds or other distributions by each Farm Credit Lender are subject to various conditions, including approval by the applicable board of directors of such Farm Credit Lender with respect to each such refund or other distribution and (iii) the Parent (and not an Affiliate of the Parent) will be the owner of the Farm Credit Equities issued by the applicable Farm Credit Lender or an Affiliate thereof, and that the Parent’s designated voter as the owner of such Farm Credit Equities shall at all times be a participation interestSenior Officer of the Parent; provided, however, that the Parent may change such designated voter to another officer of the Parent upon prior written notice to the Lender, such notice to be promptly distributed to each Farm Credit Lender. Each Farm Credit Lender reserves the right to assign assign, or sell participations in in, all or any part of its Commitments or outstanding portion of the Term Loans hereunder hereunder, on a non-patronage basis basis, in accordance with the provisions of Section 9.6(b); provided that if 12.13 of this Agreement. (c) Neither the Parent’s consent to such assignment or sale Farm Credit Equities nor any accrued patronage shall be offset against the Obligations except that, in an Event of Default, a participation by such Farm Credit Lender is required pursuant to Section 9.6(b) or Section 9.6(d), as applicable, the parties hereto agree thatmay elect, solely at its discretion and with respect to the Farm Credit Equities issued by it, to apply the cash portion of any patronage distribution or retirement of equity to amounts due under this Agreement. The Parent acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the Parent’s ability to reasonably withhold consent to such transfer because of an expected reduction in patronage distributions to the Borrowers (it being understood and agreed that the Parent may have another basis for reasonably withholding consent to such transfer), (A) if the transferring . No Farm Credit Lender has not delivered a shall have any obligation to retire any Farm Credit Lender Transfer Certificate (as defined below) Equities during the existence of a Default or after the occurrence of any Event of Default that is continuing, or at any other time, either for application to the Borrowers, then the Parent may withhold its consent to such assignment Obligations or sale in its sole discretion (and in such case, the Parent shall be deemed to have acted reasonably), and (B) if the transferring Farm Credit Lender has delivered a Farm Credit Lender Transfer Certificate to the Borrowers, then the Parent may not withhold its consent to such assignment or sale (and any such withholding of consent shall be deemed unreasonable). For purposes hereof, “Farm Credit Lender Transfer Certificate” means a certificate executed by an officer of the transferring Farm Credit Lender and certifying to the Borrowers that such transferring Farm Credit Lender has used commercially reasonable efforts to consummate the relevant assignment or sale or a participation with another entity that would be expected to make patronage distributions to the Borrowers on a going forward basis that are consistent with (or better than) those that the Borrowers could reasonably have expected to have received from such transferring Farm Credit Lenderotherwise.

Farm Credit Equities. (a) So long as (i) a any Farm Credit Lender is a Lender or Voting Participant hereunder hereunder, Resolute FP US Inc. and each other Borrower that acts as a Relevant Borrower under this Agreement (ii) such Farm Credit Lender has notified or, alternatively, all of the Borrowers that the Borrowers are eligible to receive patronage distributions directly from such Farm Credit Lender or one of its Affiliates on account of the Loans made (or participated inacting collectively) by such Farm Credit Lender hereunder, the Borrowers will acquire (and such Farm Credit Lender will make available to the Borrowers for purchase) equity in such Farm Credit Lender or one of its Affiliates in such amounts and at such times as such Farm Credit Lender may require in accordance with such Farm Credit Lender’s or its Affiliates’ bylaws and capital plan or similar documents plan, as applicable, (as each may be amended from time to time), provided that except that, notwithstanding any other agreement to the contrary, the maximum amount of equity that the Borrowers Borrower(s) may be required to purchase (x) in such each Farm Credit Lender or its Affiliate in connection with the portion of the Loans made by such Farm Credit Lender shall may not exceed the maximum amount permitted by such Farm Credit Lender’s bylaws and the applicable bylawscapital plan, capital plan and related documents as applicable, (x1) as in effect (and in at the form provided to the Borrowers) on the Closing Date time this Agreement is entered into or (y2) in the case of a Farm Credit Lender that becomes a Lender or Voting Participant after the Closing Date as a result of an assignment or sale of participationAccordion Increase, as in effect (and in the form provided to the Borrowers) at the time of the closing of the related assignment or sale of participation. CoBank confirms delivery to the BorrowersAccordion Increase, and the Borrowers acknowledge receipt, of the documents from CoBank as of the Closing Date (and will upon reasonable request, and subject to the Borrowers’ consent to such assignment or sale of a participation by such y) in all Farm Credit Lender pursuant to Section 9.6(b), Lenders in the aggregate may not exceed $10,000. The Borrower(s) acknowledge receipt of any similar documents delivered to the Borrowers by a copy of (i) each Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of a participation after the Closing Date; provided that such Lender’s most recent annual report, and if more recent, it’s latest quarterly report, (ii) each Farm Credit Lender confirms delivery of such documents Lender’s Notice to the BorrowersProspective Stockholders (or other applicable notice document) and (the “iii) each Farm Credit Equity Documents”Lender’s bylaws and capital plan, as applicable (and, if applicable, any related loan or membership application), which describe the nature of the all of Resolute FP US Inc. and each other Relevant Borrower’s stock and/or and other equities in a each Farm Credit Lender or its Affiliate required to be acquired by the Borrowers in connection with its patronage loan from the Loans made (or participated in) by such Farm Credit Lender Lenders as well as capitalization requirements (the “Farm Credit Equities”), as well as applicable capitalization requirements, and the Borrowers agree agrees to be bound by the terms thereof. CoBank acknowledges and agrees that the amount of the Farm Credit Equities of CoBank acquired by the Borrowers on or prior to the Closing Date satisfies the requirements of this Section 9.19 in respect of the Closing Date Term Loan Commitments as of the Closing Date. (b) Each party hereto acknowledges that the bylaws and capital plan, as applicable, of each Farm Credit Lender’s (or its Affiliate’s) bylaws, capital plan and similar documents Lender that is a Lender hereunder (as each may be amended from time to time) shall govern (xi) the rights and obligations of the parties with respect to the Farm Credit Equities and any patronage refunds or other distributions made on account thereof or on account of the Borrowers’ patronage of the Borrower(s) with such Farm Credit Lender or its AffiliateLender, (yii) the Borrowers’ eligibility of the Borrower(s) for patronage distributions from such Farm Credit Lender or its Affiliate (in the form of Farm Credit Equities and cash) and (ziii) patronage distributions, if CHAR1\0000000x0 any, in the event of a sale of a participation interest. Each Subject to the definition of “Eligible Assignee”, each Farm Credit Lender that is a Lender hereunder reserves the right to assign or sell participations in all or any part of its Commitments or outstanding Loans hereunder on a non-patronage basis basis. (c) Each party hereto acknowledges that each Farm Credit Lender that is a Lender hereunder has a statutory first Lien pursuant to the Farm Credit Act on all Farm Credit Equities that the Borrower(s) may now own or hereafter acquire, which statutory Lien shall be the sole and exclusive benefit of each such Farm Credit Lender. Notwithstanding anything herein or in accordance with Section 9.6(bany other Credit Document to the contrary, the Farm Credit Equities shall not constitute security for the Obligations due to any other Lender. To the extent that any of the Credit Documents create a Lien on the Farm Credit Equities or on patronage accrued by any Farm Credit Lender for the account of the Borrower(s) (including, in each case, proceeds thereof); provided that if , such Lien shall be for the Parent’s consent to such assignment or sale sole and exclusive benefit of a participation by such Farm Credit Lender is required pursuant and shall not be subject to Section 9.6(b) or Section 9.6(d), as applicable, pro rata sharing hereunder. Neither the parties hereto agree Farm Credit Equities nor any accrued patronage shall be offset against the Obligations except that, solely with respect to in the Parent’s ability to reasonably withhold consent to such transfer because event of an expected reduction in patronage distributions to the Borrowers (it being understood and agreed that the Parent may have another basis for reasonably withholding consent to such transfer)Event of Default, (A) if the transferring each Farm Credit Lender has not delivered that is a Lender hereunder may elect to apply the cash portion of any patronage distribution or retirement of equity to amounts due under this Agreement. The Borrower(s) acknowledge that any corresponding tax liability associated with such application is the sole responsibility of the Borrower(s). No Farm Credit Lender Transfer Certificate (as defined below) shall have an obligation to retire the Farm Credit Equities upon any Event of Default, Default or any other default by a Borrower or any other Credit Party, or at any other time, either for application to the Borrowers, then the Parent may withhold its consent to such assignment Obligations or sale in its sole discretion (and in such case, the Parent shall be deemed to have acted reasonably), and (B) if the transferring Farm Credit Lender has delivered a Farm Credit Lender Transfer Certificate to the Borrowers, then the Parent may not withhold its consent to such assignment or sale (and any such withholding of consent shall be deemed unreasonable). For purposes hereof, “Farm Credit Lender Transfer Certificate” means a certificate executed by an officer of the transferring Farm Credit Lender and certifying to the Borrowers that such transferring Farm Credit Lender has used commercially reasonable efforts to consummate the relevant assignment or sale or a participation with another entity that would be expected to make patronage distributions to the Borrowers on a going forward basis that are consistent with (or better than) those that the Borrowers could reasonably have expected to have received from such transferring Farm Credit Lenderotherwise.

Farm Credit Equities. (a) So long as (i) a Farm Credit Lender is a Lender or Voting Participant hereunder and (ii) such Farm Credit Lender has notified the Borrowers that the Borrowers are eligible to receive patronage distributions directly from such Farm Credit Lender or one of its Affiliates on account of the Loans made (or participated in) by such Farm Credit Lender hereunder, the Borrowers Borrower will acquire (and such Farm Credit Lender will make available to the Borrowers for purchase) equity in such Farm Credit Lender or one of its Affiliates in such amounts and at such times as such Farm Credit Lender may require in accordance with such Farm Credit Lender’s or its Affiliates’ bylaws and capital plan or similar documents (as each may be amended from time to time), provided except that the maximum amount of equity that the Borrowers Borrower may be required to purchase in such Farm Credit Lender or its Affiliate in connection with the portion of the Loans made by such Farm Credit Lender shall may not exceed the maximum amount permitted by the applicable bylaws, capital plan and related documents (x) as in effect (and in at the form provided to the Borrowers) on the Closing Date time this Agreement is entered into or (y) in the case of a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of participation, as in effect (and in the form provided to the Borrowers) at the time of the closing of the related assignment or sale of participation. CoBank confirms delivery to the Borrowers, and the Borrowers acknowledge receipt, The Borrower acknowledges receipt of the documents from CoBank as of the Closing Date (and will upon reasonable request, and subject to the Borrowers’ consent to such assignment or sale of a participation by such Farm Credit Lender pursuant to Section 9.6(b), acknowledge receipt of any similar documents delivered to the Borrowers by a each Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of a participation after the Closing Date; provided that such Farm Credit Lender confirms delivery of such documents to the Borrowers) (the “Farm Credit Equity Documents”), which describe the nature of the Borrower’s stock and/or and other equities in a such Farm Credit Lender or its Affiliate required to be acquired by the Borrowers in connection with the Loans made (or participated in) by its patronage loan from such Farm Credit Lender (the “Farm Credit Equities”), ) as well as applicable capitalization requirements, and the Borrowers agree agrees to be bound by the terms thereof. CoBank acknowledges and agrees that the amount of the Farm Credit Equities of CoBank acquired by the Borrowers on or prior to the Closing Date satisfies the requirements of this Section 9.19 in respect of the Closing Date Term Loan Commitments as of the Closing Date. (b) Each party hereto acknowledges that each Farm Credit Lender’s (or its Affiliate’s) bylaws, capital plan and similar documents (as each may be amended from time to time) shall govern (x) the rights and obligations of the parties with respect to the Farm Credit Equities and any patronage refunds or other distributions made on account thereof or on account of the Borrowers’ Borrower’s patronage with such Farm Credit Lender or its AffiliateLender, (y) the Borrowers’ Borrower’s eligibility for patronage distributions from such Farm Credit Lender or its Affiliate (in the form of Farm Credit Equities and cash) and (z) patronage distributions, if any, in the event of a sale of a participation interest. Each Farm Credit Lender reserves the right to assign or sell participations in all or any part of its Commitments or outstanding Loans hereunder on a non-patronage basis (and/or to a Lender that pays no patronage or pays patronage that is lower than the patronage paid by the transferring Farm Credit Lender) in accordance with Section 9.6(b); provided 10.06. (c) Each party hereto acknowledges that if each Farm Credit Lender has a statutory first lien pursuant to the ParentFarm Credit Act of 1971 (as amended from time to time) on all Farm Credit Equities of such Farm Credit Lender that the Borrower may now own or hereafter acquire, which statutory lien shall be for such Farm Credit Lender’s consent to such assignment or sale sole and exclusive benefit. The Farm Credit Equities of a participation particular Farm Credit Lender 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 Farm Credit Equities of a Farm Credit Lender or on patronage accrued by such Farm Credit Lender is required pursuant to Section 9.6(b) or Section 9.6(dfor the account of the Borrower (including, in each case, proceeds thereof), as applicable, such Lien shall be for such Farm Credit Lender’s sole and exclusive benefit and shall not be subject to pro rata sharing hereunder. Neither the parties hereto agree Farm Credit Equities nor any accrued patronage shall be offset against the obligations hereunder except that, in the event of an Event of Default, a Farm Credit Lender may elect, solely at its discretion, to apply the cash portion of any patronage distribution or retirement of equity, made with respect to the Parent’s ability Farm Credit Equities of such Farm Credit Lender, to reasonably withhold consent to amounts due under this Agreement. The Borrower acknowledges that any corresponding tax liability associated with such transfer because application is the sole responsibility of an expected reduction in patronage distributions to the Borrowers (it being understood and agreed that the Parent may have another basis for reasonably withholding consent to such transfer), (A) if the transferring Borrower. No Farm Credit Lender has not delivered a shall have an obligation to retire the Farm Credit Equities of such Farm Credit Lender Transfer Certificate (as defined below) upon any Default, either for application to the Borrowers, then the Parent may withhold its consent to such assignment Obligations or sale in its sole discretion (and in such case, the Parent shall be deemed to have acted reasonably), and (B) if the transferring Farm Credit Lender has delivered a Farm Credit Lender Transfer Certificate to the Borrowers, then the Parent may not withhold its consent to such assignment or sale (and any such withholding of consent shall be deemed unreasonable). For purposes hereof, “Farm Credit Lender Transfer Certificate” means a certificate executed by an officer of the transferring Farm Credit Lender and certifying to the Borrowers that such transferring Farm Credit Lender has used commercially reasonable efforts to consummate the relevant assignment or sale or a participation with another entity that would be expected to make patronage distributions to the Borrowers on a going forward basis that are consistent with (or better than) those that the Borrowers could reasonably have expected to have received from such transferring Farm Credit Lenderotherwise.

Farm Credit Equities. (a) So long as (i) a Farm Credit Lender is a Lender or Voting Participant hereunder and (ii) such Farm Credit Lender has notified the Borrowers Performance Fibers that the Borrowers are it is eligible to receive patronage distributions directly from such Farm Credit Lender or one of its Affiliates on account of the Term A-2 Loans made (or participated in) by such Farm Credit Lender hereunder, the Borrowers Performance Fibers will acquire (and such Farm Credit Lender will make available to the Borrowers Performance Fibers for purchase) equity in such Farm Credit Lender or one of its Affiliates in such amounts and at such times as such Farm Credit Lender may require in accordance with such Farm Credit Lender’s or its Affiliates’ bylaws and capital plan or similar documents (as each may be amended from time to time), provided except that the maximum amount of equity that the Borrowers Performance Fibers may be required to purchase in such Farm Credit Lender or its Affiliate in connection with the portion of the Term A-2 Loans made by such Farm Credit Lender shall may not exceed the maximum amount permitted by the applicable bylaws, capital plan and related documents (x) as in effect (and in at the form provided to the Borrowers) on the Closing Date time this Agreement is entered into or (y) in the case of a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of participation, as in effect (and in the form provided to the Borrowers) at the time of the closing of the related assignment or sale of participation. CoBank confirms delivery to the Borrowers, and the Borrowers acknowledge receipt, Performance Fibers acknowledges receipt of the documents from CoBank the respective Farm Credit Lenders as of the Closing Signing Date that are listed on Schedule 11.24 (and will upon reasonable request, and subject to the BorrowersProducts’ consent to such assignment or sale of a participation by such Farm Credit Lender pursuant to Section 9.6(b11.06(b)(iii) or Section 11.06(i), acknowledge receipt of any similar documents delivered to the Borrowers Performance Fibers by a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of a participation after the Closing Restatement Date; provided that such Farm Credit Lender confirms delivery of such documents to the Borrowers) (the “Farm Credit Equity Documents”), which describe the nature of the cash patronage, stock and/or other equities in a Farm Credit Lender or its Affiliate required to be acquired by the Borrowers Performance Fibers in connection with the Term A-2 Loans made (or participated in) by such Farm Credit Lender (the “Farm Credit Equities”), as well as applicable capitalization requirements, and the Borrowers agree Performance Fibers agrees to be bound by the terms thereof. CoBank acknowledges and agrees that the amount of the Farm Credit Equities of CoBank acquired by the Borrowers on or prior to the Closing Date satisfies the requirements of this Section 9.19 in respect of the Closing Date Term Loan Commitments as of the Closing Date. (b) Each party hereto acknowledges that each Farm Credit Lender’s (or its Affiliate’s) bylaws, capital plan and similar documents (as each may be amended from time to time) shall govern (x) the rights and obligations of the parties with respect to the Farm Credit Equities and any patronage refunds or other distributions made on account thereof or on account of the Borrowers’ patronage with such Farm Credit Lender or its Affiliate, (y) the Borrowers’ eligibility for patronage distributions from such Farm Credit Lender or its Affiliate (in the form of Farm Credit Equities and cash) and (z) patronage distributions, if any, in the event of a sale of a participation interest. Each Farm Credit Lender reserves the right to assign or sell participations in all or any part of its Commitments or outstanding Loans hereunder on a non-patronage basis in accordance with Section 9.6(b); provided that if the Parent’s consent to such assignment or sale of a participation by such Farm Credit Lender is required pursuant to Section 9.6(b) or Section 9.6(d), as applicable, the parties hereto agree that, solely with respect to the Parent’s ability to reasonably withhold consent to such transfer because of an expected reduction in patronage distributions to the Borrowers (it being understood and agreed that the Parent may have another basis for reasonably withholding consent to such transfer), (A) if the transferring Farm Credit Lender has not delivered a Farm Credit Lender Transfer Certificate (as defined below) to the Borrowers, then the Parent may withhold its consent to such assignment or sale in its sole discretion (and in such case, the Parent shall be deemed to have acted reasonably), and (B) if the transferring Farm Credit Lender has delivered a Farm Credit Lender Transfer Certificate to the Borrowers, then the Parent may not withhold its consent to such assignment or sale (and any such withholding of consent shall be deemed unreasonable). For purposes hereof, “Farm Credit Lender Transfer Certificate” means a certificate executed by an officer of the transferring Farm Credit Lender and certifying to the Borrowers that such transferring Farm Credit Lender has used commercially reasonable efforts to consummate the relevant assignment or sale or a participation with another entity that would be expected to make patronage distributions to the Borrowers on a going forward basis that are consistent with (or better than) those that the Borrowers could reasonably have expected to have received from such transferring Farm Credit Lender.

Farm Credit Equities. (a) So long as (i) a Farm Credit Lender is a Lender or Voting Participant hereunder and (ii) such Farm Credit Lender has notified the Borrowers that the Borrowers are eligible to receive patronage distributions directly from such Farm Credit Lender or one of its Affiliates on account of the Loans made (or participated in) by such Farm Credit Lender hereunder, the Borrowers will acquire (and such Farm Credit Lender will make available to the Borrowers for purchase) equity in such Farm Credit Lender or one of its Affiliates in such amounts and at such times as such Farm Credit Lender may require in accordance with such Farm Credit Lender’s or its Affiliates’ bylaws and capital plan or similar documents (as each may be amended from time to time), provided that the maximum amount of equity that the Borrowers may be required to purchase in such Farm Credit Lender or its Affiliate in connection with the portion of the Loans made by such Farm Credit Lender shall not exceed the maximum amount permitted by the applicable bylaws, capital plan and related documents (x) as in effect (and in the form provided to the Borrowers) on the Closing Date or (y) in the case of a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of participation, as in effect (and in the form provided to the Borrowers) at the time of the closing of the related assignment or sale of participation. CoBank confirms delivery to the Borrowers, and the Borrowers acknowledge receipt, of the documents from CoBank as of the Closing CHAR2\1695161v9 Date (and will upon reasonable request, and subject to the Borrowers’ consent to such assignment or sale of a participation by such Farm Credit Lender pursuant to Section 9.6(b), acknowledge receipt of any similar documents delivered to the Borrowers by a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of a participation after the Closing Date; provided that such Farm Credit Lender confirms delivery of such documents to the Borrowers) (the “Farm Credit Equity Documents”), which describe the nature of the stock and/or other equities in a Farm Credit Lender or its Affiliate required to be acquired by the Borrowers in connection with the Loans made (or participated in) by such Farm Credit Lender (the “Farm Credit Equities”), as well as applicable capitalization requirements, and the Borrowers agree to be bound by the terms thereof. CoBank acknowledges and agrees that the amount of the Farm Credit Equities of CoBank acquired by the Borrowers on or prior to the Closing Date satisfies the requirements of this Section 9.19 9.199.20 in respect of the Closing Date Term Loan Commitments as of the Closing Date. (b) Each party hereto acknowledges that each Farm Credit Lender’s (or its Affiliate’s) bylaws, capital plan and similar documents (as each may be amended from time to time) shall govern (x) the rights and obligations of the parties with respect to the Farm Credit Equities and any patronage refunds or other distributions made on account thereof or on account of the Borrowers’ patronage with such Farm Credit Lender or its Affiliate, (y) the Borrowers’ eligibility for patronage distributions from such Farm Credit Lender or its Affiliate (in the form of Farm Credit Equities and cash) and (z) patronage distributions, if any, in the event of a sale of a participation interest. Each Farm Credit Lender reserves the right to assign or sell participations in all or any part of its Commitments or outstanding Loans hereunder on a non-patronage basis in accordance with Section 9.6(b); provided that if the Parent’s consent to such assignment or sale of a participation by such Farm Credit Lender is required pursuant to Section 9.6(b) or Section 9.6(d), as applicable, the parties hereto agree that, solely with respect to the Parent’s ability to reasonably withhold consent to such transfer because of an expected reduction in patronage distributions to the Borrowers (it being understood and agreed that the Parent may have another basis for reasonably withholding consent to such transfer), (A) if the transferring Farm Credit Lender has not delivered a Farm Credit Lender Transfer Certificate (as defined below) to the Borrowers, then the Parent may withhold its consent to such assignment or sale in its sole discretion (and in such case, the Parent shall be deemed to have acted reasonably), and (B) if the transferring Farm Credit Lender has delivered a Farm Credit Lender Transfer Certificate to the Borrowers, then the Parent may not withhold its consent to such assignment or sale (and any such withholding of consent shall be deemed unreasonable). For purposes hereof, “Farm Credit Lender Transfer Certificate” means a certificate executed by an officer of the transferring Farm Credit Lender and certifying to the Borrowers that such transferring Farm Credit Lender has used commercially reasonable efforts to consummate the relevant assignment or sale or a participation with another entity that would be expected to make patronage distributions to the Borrowers on a going forward basis that are consistent with (or better than) those that the Borrowers could reasonably have expected to have received from such transferring Farm Credit Lender.

Farm Credit Equities. (a) So long as (i) a any Farm Credit Lender is a Lender or Voting Participant hereunder hereunder, Resolute FP US Inc. and each other Borrower that acts as a Relevant Borrower under this Agreement (ii) such Farm Credit Lender has notified or, alternatively, all of the Borrowers that the Borrowers are eligible to receive patronage distributions directly from such Farm Credit Lender or one of its Affiliates on account of the Loans made (or participated inacting collectively) by such Farm Credit Lender hereunder, the Borrowers will acquire (and such Farm Credit Lender will make available to the Borrowers for purchase) equity in such Farm Credit Lender or one of its Affiliates in such amounts and at such times as such Farm Credit Lender may require in accordance with such Farm Credit Lender’s or its Affiliates’ bylaws and capital plan or similar documents plan, as applicable, (as each may be amended from time to time), provided that except that, notwithstanding any other agreement to the contrary, the maximum amount of equity that the Borrowers Borrower(s) may be required to purchase (x) in such each Farm Credit Lender or its Affiliate in connection with the portion of the Loans made by such Farm Credit Lender shall may not exceed the maximum amount permitted by such Farm Credit Lender’s bylaws and the applicable bylawscapital plan, capital plan and related documents as applicable, (x1) as in effect (and in at the form provided to the Borrowers) on the Closing Date time this Agreement is entered into or (y2) in the case of a Farm Credit Lender that becomes a Lender or Voting Participant after the Closing Date as a result of an assignment or sale of participationAccordion Increase, as in effect (and in the form provided to the Borrowers) at the time of the closing of the related assignment or sale of participation. CoBank confirms delivery to the BorrowersAccordion Increase, and the Borrowers acknowledge receipt, of the documents from CoBank as of the Closing Date (and will upon reasonable request, and subject to the Borrowers’ consent to such assignment or sale of a participation by such y) in all Farm Credit Lender pursuant to Section 9.6(b), Lenders in the aggregate may not exceed $10,000. The Borrower(s) acknowledge receipt of any similar documents delivered to the Borrowers by a copy of (i) each Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of a participation after the Closing Date; provided that such Lender’s most recent annual report, and if more recent, it’s latest quarterly report, (ii) each Farm Credit Lender confirms delivery of such documents Lender’s Notice to the BorrowersProspective Stockholders (or other applicable notice document) and (the “iii) each Farm Credit Equity Documents”Lender’s bylaws and capital plan, as applicable (and, if applicable, any related loan or membership application), which describe the nature of the all of Resolute FP US Inc. and each other Relevant Borrower’s stock and/or and other equities in a each Farm Credit Lender or its Affiliate required to be acquired by the Borrowers in connection with its patronage loan from the Loans made (or participated in) by such Farm Credit Lender Lenders as well as capitalization requirements (the “Farm Credit Equities”), as well as applicable capitalization requirements, and the Borrowers agree agrees to be bound by the terms thereof. CoBank acknowledges and agrees that the amount of the Farm Credit Equities of CoBank acquired by the Borrowers on or prior to the Closing Date satisfies the requirements of this Section 9.19 in respect of the Closing Date Term Loan Commitments as of the Closing Date. (b) Each party hereto acknowledges that the bylaws and capital plan, as applicable, of each Farm Credit Lender’s (or its Affiliate’s) bylaws, capital plan and similar documents Lender that is a Lender hereunder (as each may be amended from time to time) shall govern (xi) the rights and obligations of the parties with respect to the Farm Credit Equities and any patronage refunds or other distributions made on account thereof or on account of the Borrowers’ patronage of the Borrower(s) with such Farm Credit Lender or its AffiliateLender, (yii) the Borrowers’ eligibility of the Borrower(s) for patronage distributions from such Farm Credit Lender or its Affiliate (in the form of Farm Credit Equities and cash) and (ziii) patronage distributions, if any, in the event of a sale of a participation interest. Each Subject to the definition of “Eligible Assignee”, each Farm Credit Lender that is a Lender hereunder reserves the right to assign or sell participations in all or any part of its Commitments or outstanding Loans hereunder on a non-patronage basis basis. (c) Each party hereto acknowledges that each Farm Credit Lender that is a Lender hereunder has a statutory first Lien pursuant to the Farm Credit Act on all Farm Credit Equities that the Borrower(s) may now own or hereafter acquire, which statutory Lien shall be the sole and exclusive benefit of each such Farm Credit Lender. Notwithstanding anything herein or in accordance with Section 9.6(bany other Credit Document to the contrary, the Farm Credit Equities shall not constitute security for the Obligations due to any other Lender. To the extent that any of the Credit Documents create a Lien on the Farm Credit Equities or on patronage accrued by any Farm Credit Lender for the account of the Borrower(s) (including, in each case, proceeds thereof); provided that if , such Lien shall be for the Parent’s consent to such assignment or sale sole and exclusive benefit of a participation by such Farm Credit Lender is required pursuant and shall not be subject to Section 9.6(b) or Section 9.6(d), as applicable, pro rata sharing hereunder. Neither the parties hereto agree Farm Credit Equities nor any accrued patronage shall be offset against the Obligations except that, solely with respect to in the Parent’s ability to reasonably withhold consent to such transfer because event of an expected reduction in patronage distributions to the Borrowers (it being understood and agreed that the Parent may have another basis for reasonably withholding consent to such transfer)Event of Default, (A) if the transferring each Farm Credit Lender has not delivered that is a Lender hereunder may elect to apply the cash portion of any patronage distribution or retirement of equity to amounts due under this Agreement. The Borrower(s) acknowledge that any corresponding tax liability associated with such application is the sole responsibility of the Borrower(s). No Farm Credit Lender Transfer Certificate (as defined below) shall have an obligation to retire the Farm Credit Equities upon any Event of Default, Default or any other default by a Borrower or any other Credit Party, or at any other time, either for application to the Borrowers, then the Parent may withhold its consent to such assignment Obligations or sale in its sole discretion (and in such case, the Parent shall be deemed to have acted reasonably), and (B) if the transferring Farm Credit Lender has delivered a Farm Credit Lender Transfer Certificate to the Borrowers, then the Parent may not withhold its consent to such assignment or sale (and any such withholding of consent shall be deemed unreasonable). For purposes hereof, “Farm Credit Lender Transfer Certificate” means a certificate executed by an officer of the transferring Farm Credit Lender and certifying to the Borrowers that such transferring Farm Credit Lender has used commercially reasonable efforts to consummate the relevant assignment or sale or a participation with another entity that would be expected to make patronage distributions to the Borrowers on a going forward basis that are consistent with (or better than) those that the Borrowers could reasonably have expected to have received from such transferring Farm Credit Lenderotherwise.

Farm Credit Equities. (a) So long as (i) a Farm Credit Lender is a Lender or Voting Participant hereunder and (ii) such Farm Credit Lender has notified the Borrowers Administrative Borrower that the Borrowers are it is eligible to receive patronage distributions directly from such Farm Credit Lender or one of its Affiliates on account of the Term Loans made (or participated in) by such Farm Credit Lender hereunder, the Borrowers will Administrative Borrower will, as a condition to its eligibility to receive such patronage distributions, acquire (and such Farm Credit Lender will make available to the Borrowers for purchase) equity in such Farm Credit Lender or one of its Affiliates in such amounts and at such times as such Farm Credit Lender may require in accordance with such Farm Credit Lender’s or its Affiliates’ Affiliate’s bylaws and capital plan or similar documents (as each may be amended from time to time); provided, provided that however, that, notwithstanding anything to the contrary contained herein, the maximum amount of equity that the Borrowers Administrative Borrower may be required to purchase in such Farm Credit Lender or one of its Affiliate Affiliates in connection with the portion of the Loans made by such Farm Credit Lender hereunder shall not exceed the maximum amount permitted required by the applicable bylaws, capital plan and related documents documents, in each case, (x) as in effect (and in the form provided to the BorrowersAdministrative Borrower) on the Closing Date or (y) in the case of a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of a participation or sub-participation, as in effect (and in the form provided to the BorrowersAdministrative Borrower) at the time of the closing of the related assignment or sale of participation or sub-participation. CoBank confirms delivery to the Borrowers, and the Borrowers acknowledge receipt, The Administrative Borrower acknowledges receipt of the bylaws and capital plan or similar documents from CoBank as of the Closing Date (and will upon reasonable request, and subject to the Borrowers’ consent to such assignment or sale of a participation by such each Farm Credit Lender pursuant to Section 9.6(b), acknowledge receipt of or its Affiliate (together with any similar documents delivered to the Borrowers by Administrative Borrower in connection with a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of a participation or sub-participation after the Closing Date; provided that such Farm Credit Lender confirms delivery of such documents to the Borrowers) (, the “Farm Credit Equity Documents”), which describe the nature of the stock and/or other equities in a such Farm Credit Lender or its Affiliate required to be acquired by the Borrowers Administrative Borrower in connection with the Term Loans made (or participated in) by such Farm Credit Lender (the “Farm Credit Equities”), as well as applicable capitalization requirements, and the Borrowers agree Administrative Borrower agrees to be bound by the terms thereof. CoBank acknowledges and agrees that the amount of the Farm Credit Equities of CoBank acquired by the Borrowers on or prior to the Closing Date satisfies the requirements of this Section 9.19 in respect of the Closing Date Term Loan Commitments as of the Closing Date. (b) Each party hereto acknowledges that each (i) the applicable Farm Credit Lender’s (or its Affiliate’s) bylaws, capital plan and similar documents (as each may be amended from time to time) Equity Documents shall govern (x) the rights and obligations of the parties with respect to the Farm Credit Equities of a Farm Credit Lender (or its Affiliate) and any patronage refunds or other distributions made on account thereof or on account of the Borrowers’ Administrative Borrower’s patronage with such the respective Farm Credit Lender or its AffiliateLenders, (y) the Borrowers’ Administrative Borrower’s eligibility for patronage distributions from such the respective Farm Credit Lender Lenders or its Affiliate their Affiliates (in the form of Farm Credit Equities and and/or cash) and (z) patronage distributions, if any, in the event of a sale by a Farm Credit Lender of a participation interestparticipations or sub-participations in the Term Loans made (or participated in) by such Farm Credit Lender, (ii) patronage refunds or other distributions by each Farm Credit Lender or one of its Affiliates are subject to various conditions, including approval by the applicable board of directors of such Farm Credit Lender or Affiliate with respect to each such refund or other distribution and (iii) the Administrative Borrower (and not an Affiliate of the Administrative Borrower) will be the owner of the Farm Credit Equities issued by the applicable Farm Credit Lender or an Affiliate thereof. Each Farm Credit Lender reserves the right to assign or sell participations or sub-participations in all or any part of its Term Loan Commitments or outstanding Loans Term Loan hereunder on a non-patronage basis (and/or to a Lender that pays no patronage or pays patronage that is lower than the patronage paid by the transferring Farm Credit Lender) in accordance with Section 9.6(b); provided 13.1. (c) Each party hereto acknowledges that if each Farm Credit Lender (or its Affiliate) has a statutory first lien pursuant to the ParentFarm Credit Act on all Farm Credit Equities of such Farm Credit Lender (or its Affiliate) that the Administrative Borrower may now own or hereafter acquire, which statutory lien shall be for such Farm Credit Lender’s consent to such assignment (or sale its Affiliate’s) sole and exclusive benefit. The Farm Credit Equities of a participation particular Farm Credit Lender (or its Affiliate) 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 Farm Credit Equities of a Farm Credit Lender (or its Affiliate) or on patronage accrued by such Farm Credit Lender is required pursuant to Section 9.6(b(or its Affiliate) or Section 9.6(dfor the account of the Administrative Borrower (including, in each case, proceeds thereof), as applicable, such Lien shall be for such Farm Credit Lender’s sole and exclusive benefit and shall not be subject to pro rata sharing hereunder. Neither the parties hereto agree Farm Credit Equities nor any accrued patronage shall be offset against the Obligations except that, in the event of an Event of Default, a Farm Credit Lender may elect, solely at its discretion, to apply the cash portion of any patronage distribution or retirement of equity made with respect to the Parent’s ability to reasonably withhold consent to Farm Credit Equities of such transfer because of an expected reduction in patronage distributions to the Borrowers (it being understood and agreed that the Parent may have another basis for reasonably withholding consent to such transfer), (A) if the transferring Farm Credit Lender has not delivered a or its Affiliate to amounts owed to such Farm Credit Lender Transfer Certificate (as defined below) to under this Agreement, whether or not such amounts are currently due and payable. The Administrative Borrower acknowledges that any corresponding tax liability associated with such application is the Borrowers, then sole responsibility of the Parent may withhold its consent to such assignment or sale in its sole discretion (and in such case, the Parent shall be deemed to have acted reasonably), and (B) if the transferring Administrative Borrower. No Farm Credit Lender has delivered a shall have an obligation to retire the Farm Credit Equities of such Farm Credit Lender Transfer Certificate upon any Event of Default, Default or any other default by the Administrative Borrower, or at any other time, either for application to the Borrowers, then the Parent may not withhold its consent to such assignment Obligations or sale (and any such withholding of consent shall be deemed unreasonable). For purposes hereof, “Farm Credit Lender Transfer Certificate” means a certificate executed by an officer of the transferring Farm Credit Lender and certifying to the Borrowers that such transferring Farm Credit Lender has used commercially reasonable efforts to consummate the relevant assignment or sale or a participation with another entity that would be expected to make patronage distributions to the Borrowers on a going forward basis that are consistent with (or better than) those that the Borrowers could reasonably have expected to have received from such transferring Farm Credit Lenderotherwise.

Farm Credit Equities. (a) So long as (i) a Farm Credit Lender is a Lender or Voting Participant hereunder and (ii) such Farm Credit Lender has notified the Borrowers Borrower that the Borrowers are Borrower is eligible to receive patronage distributions directly from such Farm Credit Lender or one of its Affiliates on account of the Loans made (or participated in) by such Farm Credit Lender hereunder, the Borrowers Borrower will acquire (and such Farm Credit Lender will make available to the Borrowers Borrower for purchase) equity in such Farm Credit Lender or one of its Affiliates in such amounts and at such times as such Farm Credit Lender may require in accordance with such Farm Credit Lender’s or its Affiliates’ bylaws and capital plan or similar documents (as each may be amended from time to time), provided that the maximum amount of equity that the Borrowers Borrower may be required to purchase in such Farm Credit Lender or its Affiliate in connection with the portion of the Loans made by such Farm Credit Lender shall not exceed the maximum amount permitted by the applicable bylaws, capital plan and related documents (x) as in effect (and in the form provided to the BorrowersBorrower) on the Closing Date or (y) in the case of a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of participation, as in effect (and in the form provided to the BorrowersBorrower) at the time of the closing of the related assignment or sale of participation. CoBank confirms delivery to the BorrowersBorrower, and the Borrowers acknowledge Borrower acknowledges receipt, of the documents from CoBank as of the Closing Date (and will upon reasonable request, and subject to the Borrowers’ Borrower’s consent to such assignment or sale of a participation by such Farm Credit Lender pursuant to Section 9.6(b), acknowledge receipt of any similar documents delivered to the Borrowers Borrower by a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of a participation after the Closing Date; provided that such Farm Credit Lender confirms delivery of such documents to the BorrowersBorrower) (the “Farm Credit Equity Documents”), which describe the nature of the stock and/or other equities in a Farm Credit Lender or its Affiliate required to be acquired by the Borrowers Borrower in connection with the Loans made (or participated in) by such Farm Credit Lender (the “Farm Credit Equities”), as well as applicable capitalization requirements, and the Borrowers agree Borrower agrees to be bound by the terms thereof. CoBank acknowledges and agrees that the amount of the Farm Credit Equities of CoBank acquired by the Borrowers Borrower on or prior to the Closing Date satisfies the requirements of this Section 9.19 9.20 in respect of the Closing Date Term Loan Commitments as of the Closing Date. (b) Each party hereto acknowledges that each Farm Credit Lender’s (or its Affiliate’s) bylaws, capital plan and similar documents (as each may be amended from time to time) shall govern (x) the rights and obligations of the parties with respect to the Farm Credit Equities and any patronage refunds or other distributions made on account thereof or on account of the Borrowers’ Borrower’s patronage with such Farm Credit Lender or its Affiliate, (y) the Borrowers’ Borrower’s eligibility for patronage distributions from such Farm Credit Lender or its Affiliate (in the form of Farm Credit Equities and cash) and (z) patronage distributions, if any, in the event of a sale of a participation interest. Each Farm Credit Lender reserves the right to assign or sell participations in all or any part of its Commitments or outstanding Loans hereunder on a non-patronage basis in accordance with Section 9.6(b); provided that if the Parent’s consent to such assignment or sale of a participation by such Farm Credit Lender is required pursuant to Section 9.6(b) or Section 9.6(d), as applicable, the parties hereto agree that, solely with respect to the Parent’s ability to reasonably withhold consent to such transfer because of an expected reduction in patronage distributions to the Borrowers Borrower (it being understood and agreed that the Parent may have another basis for reasonably withholding consent to such transfer), (A) if the transferring Farm Credit Lender has not delivered a Farm Credit Lender Transfer Certificate (as defined below) to the BorrowersBorrower, then the Parent may withhold its consent to such assignment or sale in its sole discretion (and in such case, the Parent shall be deemed to have acted reasonably), and (B) if the transferring Farm Credit Lender has delivered a Farm Credit Lender Transfer Certificate to the BorrowersBorrower, then the Parent may not withhold its consent to such assignment or sale (and any such withholding of consent shall be deemed unreasonable). For purposes hereof, “Farm Credit Lender Transfer Certificate” means a certificate executed by an officer of the transferring Farm Credit Lender and certifying to the Borrowers Borrower that such transferring Farm Credit Lender has used commercially reasonable efforts to consummate the relevant assignment or sale or a participation with another entity that would be expected to make patronage distributions to the Borrowers Borrower on a going forward basis that are consistent with (or better than) those that the Borrowers Borrower could reasonably have expected to have received from such transferring Farm Credit Lender.. 100

Farm Credit Equities. (a) So long as (i) a any Farm Credit Lender is the Lender (or at Lender’s election a Lender or Voting voting Participant hereunder hereunder) and (ii) such Farm Credit Lender has notified the Borrowers Parent that the Borrowers are it is eligible to receive patronage distributions directly from such Farm Credit Lender or one of its Affiliates on account of its portion of the Loans Term Loan made (or participated in) by such Farm Credit Lender hereunder, the Borrowers will Parent will, as a condition to receiving such patronage distributions, acquire (and such Farm Credit Lender will make available to the Borrowers for purchase) equity in such Farm Credit Lender or one of its Affiliates in such amounts and at such times as such Farm Credit Lender may require in accordance with such Farm Credit Lender’s or its Affiliates’ Affiliate’s bylaws and capital plan or similar documents (as each may be amended from time to time), provided except that the maximum amount of equity that the Borrowers Parent may be required to purchase in such Farm Credit Lender or one of its Affiliate Affiliates in connection with the portion of the Loans Term Loan made by such Farm Credit Lender shall hereunder may not exceed the maximum amount permitted by the applicable bylaws, relevant bylaws and the capital plan and related documents (x) as in effect (and in the form provided to the BorrowersA) on the Closing Date or (yB) in the case of a Farm Credit Lender that becomes a Lender or Voting voting Participant as a result of an assignment or sale of participation, as in effect (and in the form provided to the Borrowers) at the time of the closing of the related assignment or sale of participation. CoBank confirms delivery to the Borrowers, and the Borrowers acknowledge receipt, of the documents from CoBank as of the Closing Date (and will upon reasonable request, and subject to the Borrowers’ consent to such assignment or sale of a participation by such Farm Credit Lender pursuant to Section 9.6(b), acknowledge The Parent acknowledges receipt of any similar documents delivered to the Borrowers by a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of a participation after the Closing Date; provided that such Farm Credit Lender confirms delivery of such documents to the Borrowers) information (the “Farm Credit Equity Documents”), which describe ) as it has deemed necessary regarding the nature of all of the Parent’s stock and/or other equities and participation certificates in a the respective Farm Credit Lender Lenders (or its Affiliate required to be Affiliates thereof) acquired by the Borrowers in connection with the Loans made (or participated in) by such Term Loan from the Farm Credit Lender Lenders hereunder (the “Farm Credit Equities”), ) as well as applicable relevant capitalization requirements, and the Borrowers agree agrees to be bound by the terms thereof. CoBank acknowledges and agrees that the amount of the Farm Credit Equities of CoBank acquired by the Borrowers on or prior to the Closing Date satisfies the requirements of this Section 9.19 in respect of the Closing Date Term Loan Commitments as of the Closing Date. (b) Each party hereto acknowledges that each (i) the Farm Credit Lender’s (or its Affiliate’s) bylaws, capital plan and similar documents Equity Documents (as each may be amended from time to time) shall govern (xA) the rights and obligations of the parties with respect to the Farm Credit Equities and any patronage refunds or other distributions made on account thereof or on account of the Borrowers’ Parent’s patronage with such the respective Farm Credit Lender or its AffiliateLenders, (yB) the Borrowers’ Parent’s eligibility for patronage distributions from such the respective Farm Credit Lender or its Affiliate Lenders (in the form of Farm Credit Equities and cash) and (zC) patronage distributions, if any, in the event of a sale by a Farm Credit Lender of participations in the Term Loan made by such Farm Credit Lender, (ii) patronage refunds or other distributions by each Farm Credit Lender are subject to various conditions, including approval by the applicable board of directors of such Farm Credit Lender with respect to each such refund or other distribution and (iii) the Parent (and not an Affiliate of the Parent) will be the owner of the Farm Credit Equities issued by the applicable Farm Credit Lender or an Affiliate thereof, and that the Parent’s designated voter as the owner of such Farm Credit Equities shall at all times be a participation interestSenior Officer of the Parent; provided, however, that the Parent may change such designated voter to another officer of the Parent upon prior written notice to the Lender, such notice to be promptly distributed to each Farm Credit Lender). Each Farm Credit Lender reserves the right to assign assign, or sell participations in in, all or any part of its Commitments or outstanding Loans hereunder portion of the Term Loan hereunder, on a non-patronage basis basis, in accordance with the provisions of Section 9.6(b); provided that if 12.12 of this Agreement. (c) Neither the Parent’s consent to such assignment or sale Farm Credit Equities nor any accrued patronage shall be offset against the Obligations except that, in an Event of Default, a participation by such Farm Credit Lender is required pursuant to Section 9.6(b) or Section 9.6(d), as applicable, the parties hereto agree thatmay elect, solely at its discretion and with respect to the Farm Credit Equities issued by it, to apply the cash portion of any patronage distribution or retirement of equity to amounts due under this Agreement. The Parent acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the Parent’s ability to reasonably withhold consent to such transfer because of an expected reduction in patronage distributions to the Borrowers (it being understood and agreed that the Parent may have another basis for reasonably withholding consent to such transfer), (A) if the transferring . No Farm Credit Lender has not delivered a shall have any obligation to retire any Farm Credit Lender Transfer Certificate (as defined below) Equities during the existence of a Default or after the occurrence of any Event of Default that is continuing, or at any other time, either for application to the Borrowers, then the Parent may withhold its consent to such assignment Obligations or sale in its sole discretion (and in such case, the Parent shall be deemed to have acted reasonably), and (B) if the transferring Farm Credit Lender has delivered a Farm Credit Lender Transfer Certificate to the Borrowers, then the Parent may not withhold its consent to such assignment or sale (and any such withholding of consent shall be deemed unreasonable). For purposes hereof, “Farm Credit Lender Transfer Certificate” means a certificate executed by an officer of the transferring Farm Credit Lender and certifying to the Borrowers that such transferring Farm Credit Lender has used commercially reasonable efforts to consummate the relevant assignment or sale or a participation with another entity that would be expected to make patronage distributions to the Borrowers on a going forward basis that are consistent with (or better than) those that the Borrowers could reasonably have expected to have received from such transferring Farm Credit Lenderotherwise.

Farm Credit Equities. (a) So long as (i) a Farm Credit Lender is a Lender or Voting Participant hereunder and (ii) such Farm Credit Lender has notified the Borrowers Borrower that the Borrowers are it is eligible to receive patronage distributions directly from such Farm Credit Lender or one of its Affiliates on account of the Term Loans made (or participated in) by such Farm Credit Lender hereunder, the Borrowers will Borrower will, as a condition to receiving such patronage distributions, acquire (and such Farm Credit Lender will make available to the Borrowers for purchase) equity in such Farm Credit Lender or one of its Affiliates in such amounts and at such times as such Farm Credit Lender may require in accordance with such Farm Credit Lender’s or its Affiliates’ Affiliate’s bylaws and capital plan or similar documents (as each may be amended from time to time); provided, provided that however, that, notwithstanding anything to the contrary contained herein, the maximum amount of equity that the Borrowers Borrower may be required to purchase in such Farm Credit Lender or one of its Affiliate Affiliates in connection with the portion of the Loans made by such Farm Credit Lender hereunder shall not exceed the maximum amount permitted required by the applicable bylaws, capital plan and related documents documents, in each case, (x) as in effect (and in the form provided to the BorrowersBorrower) on the Closing Date or (y) in the case of a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of a participation or sub-participation, as in effect (and in the form provided to the BorrowersBorrower) at the time of the closing of the related assignment or sale of participation or sub-participation. CoBank confirms delivery to the Borrowers, and the Borrowers acknowledge receipt, The Borrower acknowledges receipt of the documents from CoBank as of the Closing Date American AgCredit, PCA (and will upon reasonable request, and subject to the Borrowers’ consent to such assignment or sale of a participation by such Farm Credit Lender pursuant to Section 9.6(b), acknowledge receipt of together with any similar documents delivered to the Borrowers by Borrower in connection with a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of a participation or sub-participation after the Closing Date; provided that such Farm Credit Lender confirms delivery of such documents to the Borrowers) (, the “Farm Credit Equity Documents”), which describe the nature of the stock and/or other equities in a Farm Credit Lender or its Affiliate required to be acquired by the Borrowers Borrower in connection with the Term Loans made (or participated in) by such Farm Credit Lender (the “Farm Credit Equities”), as well as applicable capitalization requirements, and the Borrowers agree Borrower agrees to be bound by the terms thereof. CoBank acknowledges and agrees that the amount of the Farm Credit Equities of CoBank acquired by the Borrowers on or prior to the Closing Date satisfies the requirements of this Section 9.19 in respect of the Closing Date Term Loan Commitments as of the Closing Date. (b) Each party hereto acknowledges that each (i) the Farm Credit Lender’s (or its Affiliate’s) bylaws, capital plan and similar documents (as each may be amended from time to time) Equity Documents shall govern (x) the rights and obligations of the parties with respect to the Farm Credit Equities and any patronage refunds or other distributions made on account thereof or on account of the Borrowers’ Borrower’s patronage with such the respective Farm Credit Lender or its AffiliateLenders, (y) the Borrowers’ Borrower’s eligibility for patronage distributions from such the respective Farm Credit Lender Lenders or its Affiliate their Affiliates (in the form of Farm Credit Equities and and/or cash) and (z) patronage distributions, if any, in the event of a sale by a Farm Credit Lender of a participation interestparticipations or sub-participations in the Term Loans made (or participated in) by such Farm Credit Lender, (ii) patronage refunds or other distributions by each Farm Credit Lender or one of its Affiliates are subject to various conditions, including approval by the applicable board of directors of such Farm Credit Lender or Affiliate with respect to each such refund or other distribution and (iii) the Borrower (and not an Affiliate of the Borrower) will be the owner of the Farm Credit Equities issued by the applicable Farm Credit Lender or an Affiliate thereof. Each Farm Credit Lender reserves the right to assign or sell participations or sub-participations in all or any part of its Commitments or outstanding Loans hereunder on a non-patronage basis (and/or to a Lender that pays no patronage or pays patronage that is lower than the patronage paid by the transferring Farm Credit Lender) in accordance with Section 9.6(b); provided 10.4. (c) Each party hereto acknowledges that if each Farm Credit Lender (or its Affiliate) has a statutory first lien pursuant to the ParentFarm Credit Act on all Farm Credit Equities of such Farm Credit Lender (or its Affiliate) that the Borrower may now own or hereafter acquire, which statutory lien shall be for such Farm Credit Lender’s consent to such assignment (or sale its Affiliate’s) sole and exclusive benefit. The Farm Credit Equities of a participation particular Farm Credit Lender (or its Affiliate) 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 Farm Credit Equities of a Farm Credit Lender (or its Affiliate) or on patronage accrued by such Farm Credit Lender is required pursuant to Section 9.6(b(or its Affiliate) or Section 9.6(dfor the account of the Borrower (including, in each case, proceeds thereof), as applicable, such Lien shall be for such Farm Credit Lender’s sole and exclusive benefit and shall not be subject to pro rata sharing hereunder. Neither the parties hereto agree Farm Credit Equities nor any accrued patronage shall be offset against the Obligations except that, solely with respect to in the Parent’s ability to reasonably withhold consent to such transfer because event of an expected reduction in patronage distributions to the Borrowers (it being understood and agreed that the Parent may have another basis for reasonably withholding consent to such transfer)Event of Default, (A) if the transferring Farm Credit Lender has not delivered a Farm Credit Lender Transfer Certificate (as defined below) may elect, solely at its discretion, to apply the Borrowers, then 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 Parent may withhold its consent to such assignment or sale in its sole discretion (and in such case, responsibility of the Parent shall be deemed to have acted reasonably), and (B) if the transferring Borrower. No Farm Credit Lender has delivered a shall have an obligation to retire the Farm Credit Equities of such Farm Credit Lender Transfer Certificate upon any Event of Default, Default or any other default by the Borrower, or at any other time, either for application to the Borrowers, then the Parent may not withhold its consent to such assignment Obligations or sale (and any such withholding of consent shall be deemed unreasonable). For purposes hereof, “Farm Credit Lender Transfer Certificate” means a certificate executed by an officer of the transferring Farm Credit Lender and certifying to the Borrowers that such transferring Farm Credit Lender has used commercially reasonable efforts to consummate the relevant assignment or sale or a participation with another entity that would be expected to make patronage distributions to the Borrowers on a going forward basis that are consistent with (or better than) those that the Borrowers could reasonably have expected to have received from such transferring Farm Credit Lenderotherwise.

Farm Credit Equities. (a) So long as (i) a Farm Credit Lender is a Lender or Voting Participant hereunder and (ii) such Farm Credit Lender has notified the Borrowers that the Borrowers are eligible to receive patronage distributions directly from such Farm Credit Lender or one of its Affiliates on account of the Loans made (or participated in) by such Farm Credit Lender hereunder, the Borrowers Borrower will acquire (and such Farm Credit Lender will make available to the Borrowers for purchase) equity Equity Interests in such Farm Credit Lender (or one of its Affiliates designated Affiliate) in such amounts and at such times as such Farm Credit Lender may require in accordance with such Farm Credit Lender’s (or its Affiliates’ bylaws and such Affiliate’s) bylaws, patronage resolutions and/or capital plan or similar documents (as each may be amended from time to time); provided, provided that however, that, notwithstanding anything to the contrary contained herein, the maximum amount of equity that the Borrowers Borrower may be required to purchase acquire in such Farm Credit Lender (or its Affiliate in connection with the portion of the Loans made by such Farm Credit Lender designated Affiliate) shall not exceed the maximum amount permitted required by the applicable bylaws, patronage resolutions, capital plan and related documents documents, in each case, (x) as in effect (and in the form provided to the BorrowersBorrower) on the Closing Effective Date or (y) in the case of a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of participationpursuant to Section 9.04, as in effect (and in the form provided to the BorrowersBorrower) at the time of the closing of the related assignment or sale of participation. CoBank confirms delivery to the Borrowers, and the Borrowers acknowledge receipt, of the documents from CoBank as of the Closing Date (and will upon reasonable request, and subject to the Borrowers’ consent to such assignment or sale of a participation by such Farm Credit Lender pursuant to Section 9.6(b), acknowledge receipt of any similar documents delivered to the Borrowers by a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of a participation after the Closing Date; provided that such Farm Credit Lender confirms delivery of such documents to the Borrowers) (the “Farm Credit Equity Documents”), which describe the nature of the stock and/or other equities in a Farm Credit Lender or its Affiliate Interests so required to be acquired by the Borrowers in connection with the Loans made (or participated in) by such Farm Credit Lender (Borrower being referred to as the “Farm Credit Equities”). As of the Effective Date, each Farm Credit Lender party hereto confirms delivery to the Borrower, and the Borrower acknowledges receipt, of documents from such Farm Credit Lender that describe the nature of the Farm Credit Equities in such Farm Credit Lender (or its designated Affiliate) required to be acquired by the Borrower in connection with such Farm Credit Lender’s Loan, as well as applicable capitalization requirements, and . Each Farm Credit Lender party hereto as of the Borrowers agree to be bound by the terms thereof. CoBank Effective Date acknowledges and agrees that the amount of the Farm Credit Equities in such Farm Credit Lender CHAR1\1536846v3 CHAR1\1539728v3 * For voting purposes only. Percentages are approximate due to rounding. ** After giving effect to an assignment on the Effective Date by Northwest Farm Credit Services, PCA of CoBank $70,000,000.00 of its Commitment to CoBank, FCB (which will become a Lender via an Assignment and Assumption dated and effective as of the Effective Date), but before giving effect to the participations on the Effective Date. *** After giving effect to the Effective Date assignment and the Effective Date participations. (or its designated Affiliate) acquired by the Borrowers Borrower on or prior to the Closing Effective Date satisfies the requirements of this Section 9.19 in 5.11 with respect of the Closing Date Term Loan Commitments as of the Closing Dateto such Farm Credit Lender (or its designated Affiliate). (b) Each party hereto acknowledges The Borrower and each Farm Credit Lender acknowledge that each such Farm Credit Lender’s (or its designated Affiliate’s) bylaws, patronage resolutions, capital plan and similar documents (as each may be amended from time to time) shall govern (xi) the rights and obligations of the parties Borrower and such Farm Credit Lender (or its designated Affiliate) with respect to the applicable Farm Credit Equities and any patronage refunds or other distributions made on account thereof or on account of the Borrowers’ Borrower’s patronage with such Farm Credit Lender or its AffiliateLender, and (yii) the Borrowers’ Borrower’s eligibility for patronage distributions from such Farm Credit Lender (or its Affiliate (designated Affiliate), whether in the form of Farm Credit Equities and and/or cash) and (z) patronage . Patronage distributions, if any, in the event of a sale of a participation interest pursuant to Section 9.04 shall be governed by the respective bylaws, patronage resolutions and/or capital plan of the applicable seller and purchaser of such participation interest. . (c) Each party hereto acknowledges that each Farm Credit Lender reserves has a statutory first lien pursuant to the right Farm Credit Act of 1971 (as amended from time to assign time) on all Farm Credit Equities in such Farm Credit Lender (or sell participations its designated Affiliate) that the Borrower may now own or hereafter acquire, which statutory lien shall be for such Farm Credit Lender’s sole and exclusive benefit. The Farm Credit Equities in all any Farm Credit Lender (or its designated Affiliate) shall not constitute security for the obligations arising under the Loan Documents due to any part other Lender. To the extent that any of the Loan Documents create a Lien on the Farm Credit Equities in any Farm Credit Lender (or its Commitments designated Affiliate) or outstanding Loans hereunder on a non-patronage basis in accordance with Section 9.6(b); provided that if the Parent’s consent to such assignment or sale of a participation accrued by such Farm Credit Lender is required pursuant to Section 9.6(b) or Section 9.6(dfor the account of the Borrower (including, in each case, proceeds thereof), as applicable, such Lien shall be for such Farm Credit Lender’s sole and exclusive benefit and shall not be subject to pro rata sharing hereunder. Neither the parties hereto agree Farm Credit Equities nor any accrued patronage shall be offset against the obligations arising under the Loan Documents except that, solely with respect to the Parent’s ability to reasonably withhold consent to such transfer because if an Event of an expected reduction in patronage distributions to the Borrowers (it being understood Default shall have occurred and agreed that the Parent may have another basis for reasonably withholding consent to such transfer)is continuing, (A) if the transferring Farm Credit Lender has not delivered a Farm Credit Lender Transfer Certificate (as defined below) may elect, solely at its discretion, to set off and apply the Borrowers, then cash portion of any patronage distribution or retirement of Farm Credit Equities against any obligation of the Parent may withhold its consent Borrower owed to such assignment Lender under this Agreement, whether or sale in its not such obligation is then due and payable. The Borrower acknowledges that any corresponding tax liability associated with such application is the sole discretion (and in such case, responsibility of the Parent shall be deemed to have acted reasonably), and (B) if the transferring Borrower. No Farm Credit Lender has delivered a shall have an obligation to retire the Farm Credit Equities in such Farm Credit Lender Transfer Certificate (or its designated Affiliate) upon any Default or Event of Default, or at any other time, either for application to the Borrowers, then obligations arising under the Parent may not withhold its consent to such assignment Loan Documents or sale (and any such withholding of consent shall be deemed unreasonable). For purposes hereof, “Farm Credit Lender Transfer Certificate” means a certificate executed by an officer of the transferring Farm Credit Lender and certifying to the Borrowers that such transferring Farm Credit Lender has used commercially reasonable efforts to consummate the relevant assignment or sale or a participation with another entity that would be expected to make patronage distributions to the Borrowers on a going forward basis that are consistent with (or better than) those that the Borrowers could reasonably have expected to have received from such transferring Farm Credit Lenderotherwise.

Farm Credit Equities. (a) So long as (i) a Farm Credit Lender is a Lender or Voting Participant hereunder and (ii) such Farm Credit Lender has notified the Borrowers that the Borrowers are eligible to receive patronage distributions directly from such Farm Credit Lender or one of its Affiliates on account of the Loans made (or participated in) by such Farm Credit Lender hereunder, the Borrowers Borrower will acquire (and such Farm Credit Lender will make available to the Borrowers for purchase) equity in such Farm Credit Lender or one of its Affiliates in such amounts and at such times as such Farm Credit Lender may require in accordance with such Farm Credit Lender’s or its Affiliates’ bylaws and capital plan or similar documents (as each may be amended from time to time), provided except that the maximum amount of equity that the Borrowers Borrower may be required to purchase in such Farm Credit Lender or its Affiliate in connection with the portion of the Loans made by such Farm Credit Lender shall may not exceed the maximum amount permitted by the applicable bylaws, capital plan and related documents (x) as in effect (and in at the form provided to the Borrowers) on the Closing Date time this Agreement is entered into or (y) in the case of a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of participation, as in effect (and in the form provided to the Borrowers) at the time of the closing of the related assignment or sale of participation. CoBank confirms delivery to the Borrowers, and the Borrowers acknowledge receipt, The Borrower acknowledges receipt of the documents from CoBank as of the Closing Date (and will upon reasonable request, and subject to the Borrowers’ consent to such assignment or sale of a participation by such Farm Credit Lender pursuant to Section 9.6(b), acknowledge receipt of any similar documents delivered to the Borrowers by a each Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of a participation after the Closing Date; provided that such Farm Credit Lender confirms delivery of such documents to the Borrowers) (the “Farm Credit Equity Documents”), which describe the nature of the Borrower’s stock and/or and other equities in a such Farm Credit Lender or its Affiliate required to be acquired by the Borrowers in connection with the Loans made (or participated in) by its patronage loan from such Farm Credit Lender (the “Farm Credit Equities”), ) as well as applicable capitalization requirements, and the Borrowers agree agrees to be bound by the terms thereof. CoBank acknowledges and agrees that the amount of the Farm Credit Equities of CoBank acquired by the Borrowers on or prior to the Closing Date satisfies the requirements of this Section 9.19 in respect of the Closing Date Term Loan Commitments as of the Closing Date. (b) Each party hereto acknowledges that each Farm Credit Lender’s (or its Affiliate’s) bylaws, capital plan and similar documents (as each may be amended from time to time) shall govern (x) the rights and obligations of the parties with respect to the Farm Credit Equities and any patronage refunds or other distributions made on account thereof or on account of the Borrowers’ Borrower’s patronage with such Farm Credit Lender or its AffiliateLender, (y) the Borrowers’ Borrower’s eligibility for patronage distributions from such Farm Credit Lender or its Affiliate (in the form of Farm Credit Equities and cash) and (z) patronage distributions, if any, in the event of a sale of a participation interest. Each Farm Credit Lender reserves the right to assign or sell participations in all or any part of its Commitments or outstanding Loans hereunder on a non-patronage basis (and/or to a Lender that pays no patronage or pays patronage that is lower than the patronage paid by the transferring Farm Credit Lender) in accordance with Section 9.6(b); provided 10.06. (c) Each party hereto acknowledges that if each Farm Credit Lender has a statutory first lien pursuant to the ParentFarm Credit Act of 1971 (as amended from time to time) on all Farm Credit Equities of such Farm Credit Lender that the Borrower may now own or hereafter acquire, which statutory lien shall be for such Farm Credit Xxxxxx’s consent to such assignment or sale sole and exclusive benefit. The Farm Credit Equities of a participation particular Farm Credit Lender 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 Farm Credit Equities of a Farm Credit Lender or on patronage accrued by such Farm Credit Lender is required pursuant to Section 9.6(b) or Section 9.6(dfor the account of the Borrower (including, in each case, proceeds thereof), as applicable, such Lien shall be for such Farm Credit Xxxxxx’s sole and exclusive benefit and shall not be subject to pro rata sharing hereunder. Neither the parties hereto agree Farm Credit Equities nor any accrued patronage shall be offset against the obligations hereunder except that, in the event of an Event of Default that has occurred and is continuing, a Farm Credit Lender may elect, solely at its discretion, to apply the cash portion of any patronage distribution or retirement of equity, made with respect to the Parent’s ability Farm Credit Equities of such Farm Credit Lender, to reasonably withhold consent amounts owed to such transfer because of an expected reduction in patronage distributions to the Borrowers (it being understood and agreed that the Parent may have another basis for reasonably withholding consent to such transfer), (A) if the transferring Farm Credit Lender has under this Agreement whether or not delivered a 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. No Farm Credit Lender Transfer Certificate (as defined below) shall have an obligation to retire the Borrowers, then the Parent may withhold its consent to Farm Credit Equities of such assignment or sale in its sole discretion (and in such case, the Parent shall be deemed to have acted reasonably), and (B) if the transferring Farm Credit Lender has delivered a Farm Credit Lender Transfer Certificate upon any Default, either for application to the Borrowers, then the Parent may not withhold its consent to such assignment Obligations or sale (and any such withholding of consent shall be deemed unreasonable). For purposes hereof, “Farm Credit Lender Transfer Certificate” means a certificate executed by an officer of the transferring Farm Credit Lender and certifying to the Borrowers that such transferring Farm Credit Lender has used commercially reasonable efforts to consummate the relevant assignment or sale or a participation with another entity that would be expected to make patronage distributions to the Borrowers on a going forward basis that are consistent with (or better than) those that the Borrowers could reasonably have expected to have received from such transferring Farm Credit Lenderotherwise.

Farm Credit Equities. (a) So long as (i) a Farm Credit Lender is a Lender or Voting Participant hereunder and (ii) such Farm Credit Lender has notified the Borrowers Administrative Borrower that the Borrowers are it is eligible to receive patronage distributions directly from such Farm Credit Lender or one of its Affiliates on account of the Term Loans made (or participated in) by such Farm Credit Lender hereunder, the Borrowers will Administrative Borrower will, as a condition to its eligibility to receive such patronage distributions, acquire (and such Farm Credit Lender will make available to the Borrowers for purchase) equity in such Farm Credit Lender or one of its Affiliates in such amounts and at such times as such Farm Credit Lender may require in accordance with such Farm Credit Lender’s or its Affiliates’ Affiliate’s bylaws and capital 127255152_10 plan or similar documents (as each may be amended from time to time); provided, provided that however, that, notwithstanding anything to the contrary contained herein, the maximum amount of equity that the Borrowers Administrative Borrower may be required to purchase in such Farm Credit Lender or one of its Affiliate Affiliates in connection with the portion of the Loans made by such Farm Credit Lender hereunder shall not exceed the maximum amount permitted required by the applicable bylaws, capital plan and related documents documents, in each case, (x) as in effect (and in the form provided to the BorrowersAdministrative Borrower) on the Closing Date or (y) in the case of a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of a participation or sub-participation, as in effect (and in the form provided to the BorrowersAdministrative Borrower) at the time of the closing of the related assignment or sale of participation or sub-participation. CoBank confirms delivery to the Borrowers, and the Borrowers acknowledge receipt, The Administrative Borrower acknowledges receipt of the bylaws and capital plan or similar documents from CoBank as of the Closing Date (and will upon reasonable request, and subject to the Borrowers’ consent to such assignment or sale of a participation by such each Farm Credit Lender pursuant to Section 9.6(b), acknowledge receipt of or its Affiliate (together with any similar documents delivered to the Borrowers by Administrative Borrower in connection with a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of a participation or sub-participation after the Closing Date; provided that such Farm Credit Lender confirms delivery of such documents to the Borrowers) (, the “Farm Credit Equity Documents”), which describe the nature of the stock and/or other equities in a such Farm Credit Lender or its Affiliate required to be acquired by the Borrowers Administrative Borrower in connection with the Term Loans made (or participated in) by such Farm Credit Lender (the “Farm Credit Equities”), as well as applicable capitalization requirements, and the Borrowers agree Administrative Borrower agrees to be bound by the terms thereof. CoBank acknowledges and agrees that the amount of the Farm Credit Equities of CoBank acquired by the Borrowers on or prior to the Closing Date satisfies the requirements of this Section 9.19 in respect of the Closing Date Term Loan Commitments as of the Closing Date. (b) Each party hereto acknowledges that each (i) the applicable Farm Credit Lender’s (or its Affiliate’s) bylaws, capital plan and similar documents (as each may be amended from time to time) Equity Documents shall govern (x) the rights and obligations of the parties with respect to the Farm Credit Equities of a Farm Credit Lender (or its Affiliate) and any patronage refunds or other distributions made on account thereof or on account of the Borrowers’ Administrative Borrower’s patronage with such the respective Farm Credit Lender or its AffiliateLenders, (y) the Borrowers’ Administrative Borrower’s eligibility for patronage distributions from such the respective Farm Credit Lender Lenders or its Affiliate their Affiliates (in the form of Farm Credit Equities and and/or cash) and (z) patronage distributions, if any, in the event of a sale by a Farm Credit Lender of a participation interestparticipations or sub-participations in the Term Loans made (or participated in) by such Farm Credit Lender, (ii) patronage refunds or other distributions by each Farm Credit Lender or one of its Affiliates are subject to various conditions, including approval by the applicable board of directors of such Farm Credit Lender or Affiliate with respect to each such refund or other distribution and (iii) the Administrative Borrower (and not an Affiliate of the Administrative Borrower) will be the owner of the Farm Credit Equities issued by the applicable Farm Credit Lender or an Affiliate thereof. Each Farm Credit Lender reserves the right to assign or sell participations or sub-participations in all or any part of its Term Loan Commitments or outstanding Loans Term Loan hereunder on a non-patronage basis (and/or to a Lender that pays no patronage or pays patronage that is lower than the patronage paid by the transferring Farm Credit Lender) in accordance with Section 9.6(b); provided 13.1. (c) Each party hereto acknowledges that if each Farm Credit Lender (or its Affiliate) has a statutory first lien pursuant to the ParentFarm Credit Act on all Farm Credit Equities of such Farm Credit Lender (or its Affiliate) that the Administrative Borrower may now own or hereafter acquire, which statutory lien shall be for such Farm Credit Lender’s consent to such assignment (or sale its Affiliate’s) sole and exclusive benefit. The Farm Credit Equities of a participation particular Farm Credit Lender (or its Affiliate) 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 Farm Credit Equities of a Farm Credit Lender (or its Affiliate) or on patronage accrued by such Farm Credit Lender is required pursuant to Section 9.6(b(or its Affiliate) or Section 9.6(dfor the account of the Administrative Borrower (including, in each case, proceeds thereof), as applicable, such Lien shall be for such Farm Credit Lender’s sole and exclusive benefit and shall not be subject to pro rata sharing hereunder. Neither the parties hereto agree Farm Credit Equities nor any accrued patronage shall be offset against the Obligations except that, in the event of an Event of Default, a Farm Credit Lender may elect, solely at its discretion, to apply the cash portion of any patronage distribution or 127255152_10 retirement of equity made with respect to the Parent’s ability to reasonably withhold consent to Farm Credit Equities of such transfer because of an expected reduction in patronage distributions to the Borrowers (it being understood and agreed that the Parent may have another basis for reasonably withholding consent to such transfer), (A) if the transferring Farm Credit Lender has not delivered a or its Affiliate to amounts owed to such Farm Credit Lender Transfer Certificate (as defined below) to under this Agreement, whether or not such amounts are currently due and payable. The Administrative Borrower acknowledges that any corresponding tax liability associated with such application is the Borrowers, then sole responsibility of the Parent may withhold its consent to such assignment or sale in its sole discretion (and in such case, the Parent shall be deemed to have acted reasonably), and (B) if the transferring Administrative Borrower. No Farm Credit Lender has delivered a shall have an obligation to retire the Farm Credit Equities of such Farm Credit Lender Transfer Certificate upon any Event of Default, Default or any other default by the Administrative Borrower, or at any other time, either for application to the Borrowers, then the Parent may not withhold its consent to such assignment Obligations or sale (and any such withholding of consent shall be deemed unreasonable). For purposes hereof, “Farm Credit Lender Transfer Certificate” means a certificate executed by an officer of the transferring Farm Credit Lender and certifying to the Borrowers that such transferring Farm Credit Lender has used commercially reasonable efforts to consummate the relevant assignment or sale or a participation with another entity that would be expected to make patronage distributions to the Borrowers on a going forward basis that are consistent with (or better than) those that the Borrowers could reasonably have expected to have received from such transferring Farm Credit Lenderotherwise.

Farm Credit Equities. (a) So long as (i) a any Farm Credit Lender is a Lender or Voting Participant hereunder hereunder, Resolute FP US Inc. and each other Borrower that acts as a Relevant Borrower under this Agreement (ii) such Farm Credit Lender has notified or, alternatively, all of the Borrowers that the Borrowers are eligible to receive patronage distributions directly from such Farm Credit Lender or one of its Affiliates on account of the Loans made (or participated inacting collectively) by such Farm Credit Lender hereunder, the Borrowers will acquire (and such Farm Credit Lender will make available to the Borrowers for purchase) equity in such Farm Credit Lender or one of its Affiliates in such amounts and at such times as such Farm Credit Lender may require in accordance with such Farm Credit Lender’s or its Affiliates’ bylaws and capital plan or similar documents plan, as applicable, (as each may be amended from time to time), provided that except that, notwithstanding any other agreement to the contrary, the maximum amount of equity that the Borrowers Borrower(s) may be required to purchase (x) in such each Farm Credit Lender or its Affiliate in connection with the portion of the Loans made by such Farm Credit Lender shall may not exceed the maximum amount permitted by such Farm Credit Lender’s bylaws and the applicable bylawscapital plan, capital plan and related documents as applicable, (x1) as in effect (and in at the form provided to the Borrowers) on the Closing Date time this Agreement is entered into or (y2) in the case of a Farm Credit Lender that becomes a Lender or Voting Participant after the Closing Date as a result of an assignment or sale of participationAccordion Increase, as in effect (and in the form provided to the Borrowers) at the time of the closing of the related assignment or sale of participation. CoBank confirms delivery to the BorrowersAccordion Increase, and the Borrowers acknowledge receipt, of the documents from CoBank as of the Closing Date (and will upon reasonable request, and subject to the Borrowers’ consent to such assignment or sale of a participation by such y) in all Farm Credit Lender pursuant to Section 9.6(b), Lenders in the aggregate may not exceed $10,000. The Borrower(s) acknowledge receipt of any similar documents delivered to the Borrowers by a copy of (i) each Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of a participation after the Closing Date; provided that such Lender’s most recent annual report, and if more recent, it’s latest quarterly report, (ii) each Farm Credit Lender confirms delivery of such documents Lender’s Notice to the BorrowersProspective Stockholders (or other applicable notice document) and (the “iii) each Farm Credit Equity Documents”Lender’s bylaws and capital plan, as applicable (and, if applicable, any related loan or membership application), which describe the nature of the all of Resolute FP US Inc. and each other Relevant Borrower’s stock and/or and other equities in a each Farm Credit Lender or its Affiliate required to be acquired by the Borrowers in connection with its patronage loan from the Loans made (or participated in) by such Farm Credit Lender Lenders as well as capitalization requirements (the “Farm Credit Equities”), as well as applicable capitalization requirements, and the Borrowers agree agrees to be bound by the terms thereof. CoBank acknowledges and agrees that the amount of the Farm Credit Equities of CoBank acquired by the Borrowers on or prior to the Closing Date satisfies the requirements of this Section 9.19 in respect of the Closing Date Term Loan Commitments as of the Closing Date. (b) Each party hereto acknowledges that the bylaws and capital plan, as applicable, of each Farm Credit Lender’s (or its Affiliate’s) bylaws, capital plan and similar documents Lender that is a Lender hereunder (as each may be amended from time to time) shall govern (xi) the rights and obligations of the parties with respect to the Farm Credit Equities and any patronage refunds or other distributions made on account thereof or on account of the Borrowers’ patronage of the Borrower(s) with such Farm Credit Lender or its AffiliateLender, (yii) the Borrowers’ eligibility of the Borrower(s) for patronage distributions from such Farm Credit Lender or its Affiliate (in the form of Farm Credit Equities and cash) and (ziii) patronage distributions, if any, in the event of a sale of a participation interest. Each Subject to the definition of “Eligible Assignee”, each Farm Credit Lender that is a Lender hereunder reserves the right to assign or sell participations in all or any part of its Commitments or outstanding Loans hereunder on a non-patronage basis basis. (c) Each party hereto acknowledges that each Farm Credit Lender that is a Lender hereunder has a statutory first Lien pursuant to the Farm Credit Act on all Farm Credit Equities that the Borrower(s) may now own or hereafter acquire, which statutory Lien shall be the sole and exclusive benefit of each such Farm Credit Lender. Notwithstanding anything herein or in accordance with Section 9.6(bany other Loan Document to the contrary, the Farm Credit 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 Farm Credit Equities or on patronage accrued by any Farm Credit Lender for the account of the Borrower(s) (including, in each case, proceeds thereof); provided that if , such Lien shall be for the Parent’s consent to such assignment or sale sole and exclusive benefit of a participation by such Farm Credit Lender is required pursuant and shall not be subject to Section 9.6(b) or Section 9.6(d), as applicable, pro rata sharing hereunder. Neither the parties hereto agree Farm Credit Equities nor any accrued patronage shall be offset against the Obligations except that, solely with respect to in the Parent’s ability to reasonably withhold consent to such transfer because event of an expected reduction in patronage distributions to the Borrowers (it being understood and agreed that the Parent may have another basis for reasonably withholding consent to such transfer)Event of Default, (A) if the transferring each Farm Credit Lender has not delivered that is a Lender hereunder may elect to apply the cash portion of any patronage distribution or retirement of equity to amounts due under this Agreement. The Borrower(s) acknowledge that any corresponding tax liability associated with such application is the sole responsibility of the Borrower(s). No Farm Credit Lender Transfer Certificate (as defined below) shall have an obligation to retire the Farm Credit Equities upon any Event of Default, Default or any other default by a Borrower or any other Credit Party, or at any other time, either for application to the Borrowers, then the Parent may withhold its consent to such assignment Obligations or sale in its sole discretion (and in such case, the Parent shall be deemed to have acted reasonably), and (B) if the transferring Farm Credit Lender has delivered a Farm Credit Lender Transfer Certificate to the Borrowers, then the Parent may not withhold its consent to such assignment or sale (and any such withholding of consent shall be deemed unreasonable). For purposes hereof, “Farm Credit Lender Transfer Certificate” means a certificate executed by an officer of the transferring Farm Credit Lender and certifying to the Borrowers that such transferring Farm Credit Lender has used commercially reasonable efforts to consummate the relevant assignment or sale or a participation with another entity that would be expected to make patronage distributions to the Borrowers on a going forward basis that are consistent with (or better than) those that the Borrowers could reasonably have expected to have received from such transferring Farm Credit Lenderotherwise.

Farm Credit Equities. (a) So long as (i) a Farm Credit Lender is a Lender or Voting Participant hereunder and (ii) such Farm Credit Lender has notified the Borrowers Administrative Borrower that the Borrowers are it is eligible to receive patronage distributions directly from such Farm Credit Lender or one of its Affiliates on account of the Term Loans made (or participated in) by such Farm Credit Lender hereunder, the Borrowers will Administrative Borrower will, as a condition to its eligibility to receive such patronage distributions, acquire (and such Farm Credit Lender will make available to the Borrowers for purchase) equity in such Farm Credit Lender or one of its Affiliates in such amounts and at such times as such Farm Credit Lender may require in accordance with such Farm Credit Lender’s or its Affiliates’ Affiliate’s bylaws and capital plan or similar documents (as each may be amended from time to time); provided, provided that however, that, notwithstanding anything to the contrary contained herein, the maximum amount of equity that the Borrowers Administrative Borrower may be required to purchase in such Farm Credit Lender or one of its Affiliate Affiliates in connection with the portion of the Loans made by such Farm Credit Lender hereunder shall not exceed the maximum amount permitted required by the applicable bylaws, capital plan and related documents documents, in each case, (x) as in effect (and in the form provided to the BorrowersAdministrative Borrower) on the Closing Date or (y) in the case of a Farm Credit Lender that becomes a Lender or Voting 127044148_2 Participant as a result of an assignment or sale of a participation or sub-participation, as in effect (and in the form provided to the BorrowersAdministrative Borrower) at the time of the closing of the related assignment or sale of participation or sub-participation. CoBank confirms delivery to the Borrowers, and the Borrowers acknowledge receipt, The Administrative Borrower acknowledges receipt of the bylaws and capital plan or similar documents from CoBank as of the Closing Date (and will upon reasonable request, and subject to the Borrowers’ consent to such assignment or sale of a participation by such each Farm Credit Lender pursuant to Section 9.6(b), acknowledge receipt of or its Affiliate (together with any similar documents delivered to the Borrowers by Administrative Borrower in connection with a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of a participation or sub-participation after the Closing Date; provided that such Farm Credit Lender confirms delivery of such documents to the Borrowers) (, the “Farm Credit Equity Documents”), which describe the nature of the stock and/or other equities in a such Farm Credit Lender or its Affiliate required to be acquired by the Borrowers Administrative Borrower in connection with the Term Loans made (or participated in) by such Farm Credit Lender (the “Farm Credit Equities”), as well as applicable capitalization requirements, and the Borrowers agree Administrative Borrower agrees to be bound by the terms thereof. CoBank acknowledges and agrees that the amount of the Farm Credit Equities of CoBank acquired by the Borrowers on or prior to the Closing Date satisfies the requirements of this Section 9.19 in respect of the Closing Date Term Loan Commitments as of the Closing Date. (b) Each party hereto acknowledges that each (i) the applicable Farm Credit Lender’s (or its Affiliate’s) bylaws, capital plan and similar documents (as each may be amended from time to time) Equity Documents shall govern (x) the rights and obligations of the parties with respect to the Farm Credit Equities of a Farm Credit Lender (or its Affiliate) and any patronage refunds or other distributions made on account thereof or on account of the Borrowers’ Administrative Borrower’s patronage with such the respective Farm Credit Lender or its AffiliateLenders, (y) the Borrowers’ Administrative Borrower’s eligibility for patronage distributions from such the respective Farm Credit Lender Lenders or its Affiliate their Affiliates (in the form of Farm Credit Equities and and/or cash) and (z) patronage distributions, if any, in the event of a sale by a Farm Credit Lender of a participation interestparticipations or sub-participations in the Term Loans made (or participated in) by such Farm Credit Lender, (ii) patronage refunds or other distributions by each Farm Credit Lender or one of its Affiliates are subject to various conditions, including approval by the applicable board of directors of such Farm Credit Lender or Affiliate with respect to each such refund or other distribution and (iii) the Administrative Borrower (and not an Affiliate of the Administrative Borrower) will be the owner of the Farm Credit Equities issued by the applicable Farm Credit Lender or an Affiliate thereof. Each Farm Credit Lender reserves the right to assign or sell participations or sub-participations in all or any part of its Term Loan Commitments or outstanding Loans Term Loan hereunder on a non-patronage basis (and/or to a Lender that pays no patronage or pays patronage that is lower than the patronage paid by the transferring Farm Credit Lender) in accordance with Section 9.6(b); provided 13.1. (c) Each party hereto acknowledges that if each Farm Credit Lender (or its Affiliate) has a statutory first lien pursuant to the ParentFarm Credit Act on all Farm Credit Equities of such Farm Credit Lender (or its Affiliate) that the Administrative Borrower may now own or hereafter acquire, which statutory lien shall be for such Farm Credit Lender’s consent to such assignment (or sale its Affiliate’s) sole and exclusive benefit. 127044148_2 The Farm Credit Equities of a participation particular Farm Credit Lender (or its Affiliate) 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 Farm Credit Equities of a Farm Credit Lender (or its Affiliate) or on patronage accrued by such Farm Credit Lender is required pursuant to Section 9.6(b(or its Affiliate) or Section 9.6(dfor the account of the Administrative Borrower (including, in each case, proceeds thereof), as applicable, such Lien shall be for such Farm Credit Lender’s sole and exclusive benefit and shall not be subject to pro rata sharing hereunder. Neither the parties hereto agree Farm Credit Equities nor any accrued patronage shall be offset against the Obligations except that, in the event of an Event of Default, a Farm Credit Lender may elect, solely at its discretion, to apply the cash portion of any patronage distribution or retirement of equity made with respect to the Parent’s ability to reasonably withhold consent to Farm Credit Equities of such transfer because of an expected reduction in patronage distributions to the Borrowers (it being understood and agreed that the Parent may have another basis for reasonably withholding consent to such transfer), (A) if the transferring Farm Credit Lender has not delivered a or its Affiliate to amounts dueowed to such Farm Credit Lender Transfer Certificate (as defined below) to under this Agreement, whether or not such amounts are currently due and payable. The Administrative Borrower acknowledges that any corresponding tax liability associated with such application is the Borrowers, then sole responsibility of the Parent may withhold its consent to such assignment or sale in its sole discretion (and in such case, the Parent shall be deemed to have acted reasonably), and (B) if the transferring Administrative Borrower. No Farm Credit Lender has delivered a shall have an obligation to retire the Farm Credit Equities of such Farm Credit Lender Transfer Certificate upon any Event of Default, Default or any other default by the Administrative Borrower, or at any other time, either for application to the Borrowers, then the Parent may not withhold its consent to such assignment Obligations or sale (and any such withholding of consent shall be deemed unreasonable). For purposes hereof, “Farm Credit Lender Transfer Certificate” means a certificate executed by an officer of the transferring Farm Credit Lender and certifying to the Borrowers that such transferring Farm Credit Lender has used commercially reasonable efforts to consummate the relevant assignment or sale or a participation with another entity that would be expected to make patronage distributions to the Borrowers on a going forward basis that are consistent with (or better than) those that the Borrowers could reasonably have expected to have received from such transferring Farm Credit Lenderotherwise.

Farm Credit Equities. (a) So long as (i) a Farm Credit Lender is a Lender or Voting Participant hereunder and (ii) such Farm Credit Lender has notified the Borrowers Administrative Borrower that the Borrowers are it is eligible to receive patronage distributions directly from such Farm Credit Lender or one of its Affiliates on account of the Term Loans made (or participated in) by such Farm Credit Lender hereunder, the Borrowers will Administrative Borrower will, as a condition to its eligibility to receive such patronage distributions, acquire (and such Farm Credit Lender will make available to the Borrowers for purchase) equity in such Farm Credit Lender or one of its Affiliates in such amounts and at such times as such Farm Credit Lender may require in accordance with such Farm Credit Lender’s or its Affiliates’ Affiliate’s bylaws and capital plan or similar documents (as each may be amended from time to time); provided, provided that however, that, notwithstanding anything to the contrary contained herein, the maximum amount of equity that the Borrowers Administrative Borrower may be required to purchase in such Farm Credit Lender or one of its Affiliate Affiliates in connection with the portion of the Loans made by such Farm Credit Lender hereunder shall not exceed the maximum amount permitted required by the applicable bylaws, capital plan and related documents documents, in each case, (x) as in effect (and in the form provided to the BorrowersAdministrative Borrower) on the Closing Date or (y) in the case of a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of a participation or sub-participation, as in effect (and in the form provided to the BorrowersAdministrative Borrower) at the time of the closing of the related assignment or sale of participation or sub-participation. CoBank confirms delivery to the Borrowers, and the Borrowers acknowledge receipt, The Administrative Borrower acknowledges receipt of the bylaws and capital plan or similar documents from CoBank as of the Closing Date (and will upon reasonable request, and subject to the Borrowers’ consent to such assignment or sale of a participation by such each Farm Credit Lender pursuant to Section 9.6(b), acknowledge receipt of or its Affiliate (together with any similar documents delivered to the Borrowers by Administrative Borrower in connection with a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of a participation or sub-participation after the Closing Date; provided that such Farm Credit Lender confirms delivery of such documents to the Borrowers) (, the “Farm Credit Equity Documents”), which describe the nature of the stock and/or other equities in a such Farm Credit Lender or its Affiliate required to be acquired by the Borrowers Administrative Borrower in connection with the Term Loans made (or participated in) by such Farm Credit Lender (the “Farm Credit Equities”), as well as applicable capitalization requirements, and the Borrowers agree Administrative Borrower agrees to be bound by the terms thereof. CoBank acknowledges and agrees that the amount of the Farm Credit Equities of CoBank acquired by the Borrowers on or prior to the Closing Date satisfies the requirements of this Section 9.19 in respect of the Closing Date Term Loan Commitments as of the Closing Date. (b) Each party hereto acknowledges that each (i) the applicable Farm Credit Lender’s (or its Affiliate’s) bylaws, capital plan and similar documents (as each may be amended from time to time) Equity Documents shall govern (x) the rights and obligations of the parties with respect to the Farm Credit Equities of a Farm Credit Lender (or its Affiliate) and any patronage refunds or other distributions made on account thereof or on account of the Borrowers’ Administrative Borrower’s patronage with such the respective Farm Credit Lender or its AffiliateLenders, (y) the Borrowers’ Administrative Borrower’s eligibility for patronage distributions from such the respective Farm Credit Lender Lenders or its Affiliate their Affiliates (in the form of Farm Credit Equities and and/or cash) and (z) patronage distributions, if any, in the event of a sale by a Farm Credit Lender of a participation interestparticipations or sub-participations in the Term Loans made (or participated in) by such Farm Credit Lender, (ii) patronage refunds or other distributions by each Farm Credit Lender or one of its Affiliates are subject to various conditions, including approval by the applicable board of directors of such Farm Credit Lender or Affiliate with respect to each such refund or other distribution and (iii) the Administrative Borrower (and not an Affiliate of the Administrative Borrower) will be the owner of the Farm Credit Equities issued by the \66176107.6 applicable Farm Credit Lender or an Affiliate thereof. Each Farm Credit Lender reserves the right to assign or sell participations or sub-participations in all or any part of its Term Loan Commitments or outstanding Loans Term Loan hereunder on a non-patronage basis (and/or to a Lender that pays no patronage or pays patronage that is lower than the patronage paid by the transferring Farm Credit Lender) in accordance with Section 9.6(b); provided 13.1. (c) Each party hereto acknowledges that if each Farm Credit Lender (or its Affiliate) has a statutory first lien pursuant to the ParentFarm Credit Act on all Farm Credit Equities of such Farm Credit Lender (or its Affiliate) that the Administrative Borrower may now own or hereafter acquire, which statutory lien shall be for such Farm Credit Lender’s consent to such assignment (or sale its Affiliate’s) sole and exclusive benefit. The Farm Credit Equities of a participation particular Farm Credit Lender (or its Affiliate) 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 Farm Credit Equities of a Farm Credit Lender (or its Affiliate) or on patronage accrued by such Farm Credit Lender is required pursuant to Section 9.6(b(or its Affiliate) or Section 9.6(dfor the account of the Administrative Borrower (including, in each case, proceeds thereof), as applicable, such Lien shall be for such Farm Credit Lender’s sole and exclusive benefit and shall not be subject to pro rata sharing hereunder. Neither the parties hereto agree Farm Credit Equities nor any accrued patronage shall be offset against the Obligations except that, in the event of an Event of Default, a Farm Credit Lender may elect, solely at its discretion, to apply the cash portion of any patronage distribution or retirement of equity made with respect to the Parent’s ability to reasonably withhold consent to Farm Credit Equities of such transfer because of an expected reduction in patronage distributions to the Borrowers (it being understood and agreed that the Parent may have another basis for reasonably withholding consent to such transfer), (A) if the transferring Farm Credit Lender has not delivered a or its Affiliate to amounts due under this Agreement. The Administrative Borrower acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the Administrative Borrower. No Farm Credit Lender Transfer Certificate (as defined below) shall have an obligation to retire the Borrowers, then the Parent may withhold its consent to Farm Credit Equities of such assignment or sale in its sole discretion (and in such case, the Parent shall be deemed to have acted reasonably), and (B) if the transferring Farm Credit Lender has delivered a Farm Credit Lender Transfer Certificate upon any Event of Default, Default or any other default by the Administrative Borrower, or at any other time, either for application to the Borrowers, then the Parent may not withhold its consent to such assignment Obligations or sale (and any such withholding of consent shall be deemed unreasonable). For purposes hereof, “Farm Credit Lender Transfer Certificate” means a certificate executed by an officer of the transferring Farm Credit Lender and certifying to the Borrowers that such transferring Farm Credit Lender has used commercially reasonable efforts to consummate the relevant assignment or sale or a participation with another entity that would be expected to make patronage distributions to the Borrowers on a going forward basis that are consistent with (or better than) those that the Borrowers could reasonably have expected to have received from such transferring Farm Credit Lenderotherwise.

Farm Credit Equities. (a) So long as (i) a any Farm Credit Lender is the Lender (or at Lender's election a Lender or Voting voting Participant hereunder hereunder) and (ii) such Farm Credit Lender has notified the Borrowers Parent that the Borrowers are it is eligible to receive patronage distributions directly from such Farm Credit Lender or one of its Affiliates on account of its portion of the Loans Term Loan made (or participated in) by such Farm Credit Lender hereunder, the Borrowers will Parent will, as a condition to receiving such patronage distributions, acquire (and such Farm Credit Lender will make available to the Borrowers for purchase) equity in such Farm Credit Lender or one of its Affiliates in such amounts and at such times as such Farm Credit Lender may require in accordance with such Farm Credit Lender’s 's or its Affiliates’ Affiliate's bylaws and capital plan or similar documents (as each may be amended from time to time), provided except that the maximum amount of equity that the Borrowers Parent may be required to purchase in such Farm Credit Lender or one of its Affiliate Affiliates in connection with the portion of the Loans Term Loan made by such Farm Credit Lender shall hereunder may not exceed the maximum amount permitted by the applicable bylaws, relevant bylaws and the capital plan and related documents (x) as in effect (and in the form provided to the BorrowersA) on the Closing Date or (yB) in the case of a Farm Credit Lender that becomes a Lender or Voting voting Participant as a result of an assignment or sale of participation, as in effect (and in the form provided to the Borrowers) at the time of the closing of the related assignment or sale of participation. CoBank confirms delivery to the Borrowers, and the Borrowers acknowledge receipt, of the documents from CoBank as of the Closing Date (and will upon reasonable request, and subject to the Borrowers’ consent to such assignment or sale of a participation by such Farm Credit Lender pursuant to Section 9.6(b), acknowledge The Parent acknowledges receipt of any similar documents delivered to the Borrowers by a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of a participation after the Closing Date; provided that such Farm Credit Lender confirms delivery of such documents to the Borrowers) information (the “"Farm Credit Equity Documents”), which describe ") as it has deemed necessary regarding the nature of all of the Parent's stock and/or other equities and participation certificates in a the respective Farm Credit Lender Lenders (or its Affiliate required to be Affiliates thereof) acquired by the Borrowers in connection with the Loans made (or participated in) by such Term Loan from the Farm Credit Lender Lenders hereunder (the “"Farm Credit Equities”), ") as well as applicable relevant capitalization requirements, and the Borrowers agree agrees to be bound by the terms thereof. CoBank acknowledges and agrees that the amount of the Farm Credit Equities of CoBank acquired by the Borrowers on or prior to the Closing Date satisfies the requirements of this Section 9.19 in respect of the Closing Date Term Loan Commitments as of the Closing Date. (b) Each party hereto acknowledges that each (i) the Farm Credit Lender’s (or its Affiliate’s) bylaws, capital plan and similar documents Equity Documents (as each may be amended from time to time) shall govern (xA) the rights and obligations of the parties with respect to the Farm Credit Equities and any patronage refunds or other distributions made on account thereof or on account of the Borrowers’ Parent's patronage with such the respective Farm Credit Lender or its AffiliateLenders, (yB) the Borrowers’ Parent's eligibility for patronage distributions from such the respective Farm Credit Lender or its Affiliate Lenders (in the form of Farm Credit Equities and cash) and (zC) patronage distributions, if any, in the event of a sale by a Farm Credit Lender of participations in the Term Loan made by such Farm Credit Lender, (ii) patronage refunds or other distributions by each Farm Credit Lender are subject to various conditions, including approval by the applicable board of directors of such Farm Credit Lender with respect to each such refund or other distribution and (iii) the Parent (and not an Affiliate of the Parent) will be the owner of the Farm Credit Equities issued by the applicable Farm Credit Lender or an Affiliate thereof, and that the Parent's designated voter as the owner of such Farm Credit Equities shall at all times be a participation interestSenior Officer of the Parent; provided, however, that the Parent may change such designated voter to another officer of the Parent upon prior written notice to the Lender, such notice to be promptly distributed to each Farm Credit Lender). Each Farm Credit Lender reserves the right to assign assign, or sell participations in in, all or any part of its Commitments or outstanding Loans hereunder portion of the Term Loan hereunder, on a non-patronage basis basis, in accordance with the provisions of Section 9.6(b); provided that if 12.12 of this Agreement. (c) Neither the Parent’s consent to such assignment or sale Farm Credit Equities nor any accrued patronage shall be offset against the Obligations except that, in an Event of Default, a participation by such Farm Credit Lender is required pursuant to Section 9.6(b) or Section 9.6(d), as applicable, the parties hereto agree thatmay elect, solely at its discretion and with respect to the Farm Credit Equities issued by it, to apply the cash portion of any patronage distribution or retirement of equity to amounts due under this Agreement. The Parent acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the Parent’s ability to reasonably withhold consent to such transfer because of an expected reduction in patronage distributions to the Borrowers (it being understood and agreed that the Parent may have another basis for reasonably withholding consent to such transfer), (A) if the transferring . No Farm Credit Lender has not delivered a shall have any obligation to retire any Farm Credit Lender Transfer Certificate (as defined below) Equities during the existence of a Default or after the occurrence of any Event of Default that is continuing, or at any other time, either for application to the Borrowers, then the Parent may withhold its consent to such assignment Obligations or sale in its sole discretion (and in such case, the Parent shall be deemed to have acted reasonably), and (B) if the transferring Farm Credit Lender has delivered a Farm Credit Lender Transfer Certificate to the Borrowers, then the Parent may not withhold its consent to such assignment or sale (and any such withholding of consent shall be deemed unreasonable). For purposes hereof, “Farm Credit Lender Transfer Certificate” means a certificate executed by an officer of the transferring Farm Credit Lender and certifying to the Borrowers that such transferring Farm Credit Lender has used commercially reasonable efforts to consummate the relevant assignment or sale or a participation with another entity that would be expected to make patronage distributions to the Borrowers on a going forward basis that are consistent with (or better than) those that the Borrowers could reasonably have expected to have received from such transferring Farm Credit Lenderotherwise.

Farm Credit Equities. (a) So long as (i) a Farm Credit Lender is a Lender or Voting Participant hereunder and (ii) such Farm Credit Lender has notified the Borrowers Administrative Borrower that the Borrowers are it is eligible to receive patronage distributions directly from such Farm Credit Lender or one of its Affiliates on account of the Term Loans made (or participated in) by such Farm Credit Lender hereunder, the Borrowers will Administrative Borrower will, as a condition to its eligibility to receive such patronage distributions, acquire (and such Farm Credit Lender will make available to the Borrowers for purchase) equity in such Farm Credit Lender or one of its Affiliates in such amounts and at such times as such Farm Credit Lender may require in accordance with such Farm Credit Lender’s or its Affiliates’ Affiliate’s bylaws and capital plan or similar documents (as each may be amended from time to time); provided, provided that however, that, notwithstanding anything to the contrary contained herein, the maximum amount of equity that the Borrowers Administrative Borrower may be required to purchase in such Farm Credit Lender or one of its Affiliate Affiliates in connection with the portion of the Loans made by such Farm Credit Lender hereunder shall not exceed the maximum amount permitted required by the applicable bylaws, capital plan and related documents documents, in each case, (x) as in effect (and in the form provided to the BorrowersAdministrative Borrower) on the Closing Date or (y) in the case of a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of a participation or sub-participation, as in effect (and in the form provided to the BorrowersAdministrative Borrower) at the time of the closing of the related assignment or sale of participation or sub-participation. CoBank confirms delivery to the Borrowers, and the Borrowers acknowledge receipt, The Administrative Borrower acknowledges receipt of the bylaws and capital plan or similar documents from CoBank as of the Closing Date (and will upon reasonable request, and subject to the Borrowers’ consent to such assignment or sale of a participation by such each Farm Credit Lender pursuant to Section 9.6(b), acknowledge receipt of or its Affiliate (together with any similar documents delivered to the Borrowers by Administrative Borrower in connection with a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of a participation or sub-participation after the Closing Date; provided that such Farm Credit Lender confirms delivery of such documents to the Borrowers) (, the “Farm Credit Equity Documents”), which describe the nature of the stock and/or other equities in a such Farm Credit Lender or its Affiliate required to be acquired by the Borrowers Administrative Borrower in connection with the Term Loans made (or participated in) by such Farm Credit Lender (the “Farm Credit Equities”), as well as applicable capitalization requirements, and the Borrowers agree Administrative Borrower agrees to be bound by the terms thereof. CoBank acknowledges and agrees that the amount of the Farm Credit Equities of CoBank acquired by the Borrowers on or prior to the Closing Date satisfies the requirements of this Section 9.19 in respect of the Closing Date Term Loan Commitments as of the Closing Date. (b) Each party hereto acknowledges that each (i) the applicable Farm Credit Lender’s (or its Affiliate’s) bylaws, capital plan and similar documents (as each may be amended from time to time) Equity Documents shall govern (x) the rights and obligations of the parties with respect to the Farm Credit Equities of a Farm Credit Lender (or its Affiliate) and any patronage refunds or other distributions made on account thereof or on account of the Borrowers’ Administrative Borrower’s patronage with such the respective Farm Credit Lender or its AffiliateLenders, (y) the Borrowers’ Administrative Borrower’s eligibility for patronage distributions from such the respective Farm Credit Lender Lenders or its Affiliate their Affiliates (in the form of Farm Credit Equities and and/or cash) and (z) patronage distributions, if any, in the event of a sale by a Farm Credit Lender of a participation interestparticipations or sub-participations in the Term Loans made (or participated in) by such Farm Credit Lender, (ii) patronage refunds or other distributions by each Farm Credit Lender or one of its Affiliates are subject to various conditions, including approval by the applicable board of directors of such Farm Credit Lender or Affiliate with respect to each such refund or other distribution and (iii) the Administrative Borrower (and not an Affiliate of the Administrative Borrower) will be the owner of the Farm Credit Equities issued by the applicable Farm Credit Lender or an Affiliate thereof. Each Farm Credit Lender reserves the right to assign or sell participations or sub-participations in all or any part of its Term Loan Commitments or outstanding Loans Term Loan hereunder on a non-patronage basis (and/or to a Lender that pays no patronage or pays patronage that is lower than the patronage paid by the transferring Farm Credit Lender) in accordance with Section 9.6(b); provided 13.1. (c) Each party hereto acknowledges that if each Farm Credit Lender (or its Affiliate) has a statutory first lien pursuant to the ParentFarm Credit Act on all Farm Credit Equities of such Farm Credit Lender (or its Affiliate) that the Administrative Borrower may now own or hereafter acquire, which statutory lien shall be for such Farm Credit Lender’s consent to such assignment (or sale its Affiliate’s) sole and exclusive benefit. The Farm Credit Equities of a participation particular Farm Credit Lender (or its Affiliate) 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 Farm Credit Equities of a Farm Credit Lender (or its Affiliate) or on patronage accrued by such Farm Credit Lender is required pursuant to Section 9.6(b(or its Affiliate) or Section 9.6(dfor the account of the Administrative Borrower (including, in each case, proceeds thereof), as applicable, such Lien shall be for such Farm Credit Xxxxxx’s sole and exclusive benefit and shall not be subject to pro rata sharing hereunder. Neither the parties hereto agree Farm Credit Equities nor any accrued patronage shall be offset against the Obligations except that, in the event of an Event of Default, a Farm Credit Lender may elect, solely at its discretion, to apply the cash portion of any patronage distribution or retirement of equity made with respect to the Parent’s ability to reasonably withhold consent to Farm Credit Equities of such transfer because of an expected reduction in patronage distributions to the Borrowers (it being understood and agreed that the Parent may have another basis for reasonably withholding consent to such transfer), (A) if the transferring Farm Credit Lender has not delivered a or its Affiliate to amounts owed to such Farm Credit Lender Transfer Certificate (as defined below) to under this Agreement, whether or not such amounts are currently due and payable. The Administrative Borrower acknowledges that any corresponding tax liability associated with such application is the Borrowers, then sole responsibility of the Parent may withhold its consent to such assignment or sale in its sole discretion (and in such case, the Parent shall be deemed to have acted reasonably), and (B) if the transferring Administrative Borrower. No Farm Credit Lender has delivered a shall have an obligation to retire the Farm Credit Equities of such Farm Credit Lender Transfer Certificate upon any Event of Default, Default or any other default by the Administrative Borrower, or at any other time, either for application to the Borrowers, then the Parent may not withhold its consent to such assignment Obligations or sale (and any such withholding of consent shall be deemed unreasonable). For purposes hereof, “Farm Credit Lender Transfer Certificate” means a certificate executed by an officer of the transferring Farm Credit Lender and certifying to the Borrowers that such transferring Farm Credit Lender has used commercially reasonable efforts to consummate the relevant assignment or sale or a participation with another entity that would be expected to make patronage distributions to the Borrowers on a going forward basis that are consistent with (or better than) those that the Borrowers could reasonably have expected to have received from such transferring Farm Credit Lenderotherwise.

Farm Credit Equities. (a) So long as (i) a Farm Credit Lender is a Lender or Voting Participant hereunder and (ii) such Farm Credit Lender has notified the Borrowers that the Borrowers are eligible to receive patronage distributions directly from such Farm Credit Lender or one of its Affiliates on account of the Loans made (or participated in) by such Farm Credit Lender hereunder, the Borrowers Borrower will acquire (and such Farm Credit Lender will make available to the Borrowers for purchase) equity Equity Interests in such Farm Credit Lender (or one of its Affiliates designated Affiliate) in such amounts and at such times as such Farm Credit Lender may require in accordance with such Farm Credit Lender’s (or its Affiliates’ bylaws and such Affiliate’s) bylaws, patronage resolutions and/or capital plan or similar documents (as each may be amended from time to time); provided, provided that however, that, notwithstanding anything to the contrary contained herein, the maximum amount of equity that the Borrowers Borrower may be required to purchase acquire in such Farm Credit Lender (or its Affiliate in connection with the portion of the Loans made by such Farm Credit Lender designated Affiliate) shall not exceed the maximum amount permitted required by the applicable bylaws, patronage resolutions, capital plan and related documents documents, in each case, (x) as in effect (and in the form provided to the BorrowersBorrower) on the Closing Effective Date or (y) in the case of a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of participationpursuant to Section 9.04, as in effect (and in the form provided to the BorrowersBorrower) at the time of the closing of the related assignment or sale of participation. CoBank confirms delivery to the Borrowers, and the Borrowers acknowledge receipt, of the documents from CoBank as of the Closing Date (and will upon reasonable request, and subject to the Borrowers’ consent to such assignment or sale of a participation by such Farm Credit Lender pursuant to Section 9.6(b), acknowledge receipt of any similar documents delivered to the Borrowers by a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of a participation after the Closing Date; provided that such Farm Credit Lender confirms delivery of such documents to the Borrowers) (the “Farm Credit Equity Documents”), which describe the nature of the stock and/or other equities in a Farm Credit Lender or its Affiliate Interests so required to be acquired by the Borrowers in connection with the Loans made (or participated in) by such Farm Credit Lender (Borrower being referred to as the “Farm Credit Equities”). As of the Effective Date, each Farm Credit Lender party hereto confirms delivery to the Borrower, and the Borrower acknowledges receipt, of documents from such Farm Credit Lender that describe the nature of the Farm Credit Equities in such Farm Credit Lender (or its designated Affiliate) required to be acquired by the Borrower in connection with such Farm Credit Lender’s Loan, as well as applicable capitalization requirements, and . Each Farm Credit Lender party hereto as of the Borrowers agree to be bound by the terms thereof. CoBank Effective Date acknowledges and agrees that the amount of the Farm Credit Equities of CoBank in such Farm Credit Lender (or its designated Affiliate) acquired by the Borrowers Borrower on or prior to the Closing Effective Date satisfies the requirements of this Section 9.19 in 5.11 with respect of the Closing Date Term Loan Commitments as of the Closing Dateto such Farm Credit Lender (or its designated Affiliate). (b) Each party hereto acknowledges The Borrower and each Farm Credit Lender acknowledge that each such Farm Credit Lender’s (or its designated Affiliate’s) bylaws, patronage resolutions, capital plan and similar documents (as each may be amended from time to time) shall govern (xi) the rights and obligations of the parties Borrower and such Farm Credit Lender (or its designated Affiliate) with respect to the applicable Farm Credit Equities and any patronage refunds or other distributions made on account thereof or on account of the Borrowers’ Borrower’s patronage with such Farm Credit Lender or its AffiliateLender, and (yii) the Borrowers’ Borrower’s eligibility for patronage distributions from such Farm Credit Lender (or its Affiliate (designated Affiliate), whether in the form of Farm Credit Equities and and/or cash) and (z) patronage . Patronage distributions, if any, in the event of a sale of a participation interest pursuant to Section 9.04 shall be governed by the respective bylaws, patronage resolutions and/or capital plan of the applicable seller and purchaser of such participation interest. . (c) Each party hereto acknowledges that each Farm Credit Lender reserves has a statutory first lien pursuant to the right Farm Credit Act of 1971 (as amended from time to assign time) on all Farm Credit Equities in such Farm Credit Lender (or sell participations its designated Affiliate) that the Borrower may now own or hereafter acquire, which statutory lien shall be for such Farm Credit Lender’s sole and exclusive benefit. The Farm Credit Equities in all any Farm Credit Lender (or its designated Affiliate) shall not constitute security for the obligations arising under the Loan Documents due to any part other Lender. To the extent that any of the Loan Documents create a Lien on the Farm Credit Equities in any Farm Credit Lender (or its Commitments designated Affiliate) or outstanding Loans hereunder on a non-patronage basis in accordance with Section 9.6(b); provided that if the Parent’s consent to such assignment or sale of a participation accrued by such Farm Credit Lender is required pursuant to Section 9.6(b) or Section 9.6(dfor the account of the Borrower (including, in each case, proceeds thereof), as applicable, such Lien shall be for such Farm Credit Lender’s sole and exclusive benefit and shall not be subject to pro rata sharing hereunder. Neither the parties hereto agree Farm Credit Equities nor any accrued patronage shall be offset against the obligations arising under the Loan Documents except that, solely with respect to the Parent’s ability to reasonably withhold consent to such transfer because if an Event of an expected reduction in patronage distributions to the Borrowers (it being understood Default shall have occurred and agreed that the Parent may have another basis for reasonably withholding consent to such transfer)is continuing, (A) if the transferring Farm Credit Lender has not delivered a Farm Credit Lender Transfer Certificate (as defined below) may elect, solely at its discretion, to set off and apply the Borrowers, then cash portion of any patronage distribution or retirement of Farm Credit Equities against any obligation of the Parent may withhold its consent Borrower owed to such assignment Lender under this Agreement, whether or sale in its not such obligation is then due and payable. The Borrower acknowledges that any corresponding tax liability associated with such application is the sole discretion (and in such case, responsibility of the Parent shall be deemed to have acted reasonably), and (B) if the transferring Borrower. No Farm Credit Lender has delivered a shall have an obligation to retire the Farm Credit Equities in such Farm Credit Lender Transfer Certificate (or its designated Affiliate) upon any Default or Event of Default, or at any other time, either for application to the Borrowers, then obligations arising under the Parent may not withhold its consent to such assignment Loan Documents or sale (and any such withholding of consent shall be deemed unreasonable). For purposes hereof, “Farm Credit Lender Transfer Certificate” means a certificate executed by an officer of the transferring Farm Credit Lender and certifying to the Borrowers that such transferring Farm Credit Lender has used commercially reasonable efforts to consummate the relevant assignment or sale or a participation with another entity that would be expected to make patronage distributions to the Borrowers on a going forward basis that are consistent with (or better than) those that the Borrowers could reasonably have expected to have received from such transferring Farm Credit Lenderotherwise.

Farm Credit Equities. (a) So long as (i) a Farm Credit Lender Member is a Lender or a Voting Participant hereunder hereunder, and (ii) such Farm Credit Lender Member has notified the Borrowers Borrower that the Borrowers are it is eligible to receive patronage distributions directly from such Farm Credit Lender Member or one of its Affiliates on account of the Loans Term A-2 Loan made (or participated in) by such Farm Credit Lender Member hereunder, the Borrowers will Borrower shall, as a condition to receiving such patronage distributions, acquire (and such Farm Credit Lender will make available to the Borrowers for purchase) equity Equity Interests in such Farm Credit Lender Member or one of its Affiliates in such amounts and at such times as such Farm Credit Lender Member may require in accordance with such Farm Credit LenderMember’s or its Affiliates’ Affiliate’s bylaws and capital plan or similar documents (as each may be amended from time to time); provided, provided that that, notwithstanding anything to the contrary contained herein, the maximum amount of equity Equity Interests that the Borrowers Borrower may be required to purchase in such Farm Credit Lender Member or one of its Affiliate Affiliates in connection with the portion of the Term A-2 Loans made by such Farm Credit Lender Member hereunder shall not exceed the maximum amount permitted required by the applicable bylaws, capital plan and related documents documents, in each case, (xA) as in effect (and in the form provided to the BorrowersBorrower) on the Closing Date Date, or (yB) in the case of a Farm Credit Lender Member that becomes a Lender or a Voting Participant as a result of an assignment or sale of a participation or sub-participation, as in effect (and in the form provided to the BorrowersBorrower) at the time of the closing of the related assignment or sale of participation or sub-participation. CoBank confirms delivery to the Borrowers, and the Borrowers acknowledge receipt, The Borrower acknowledges receipt of the documents from CoBank the Farm Credit Members identified on Schedule 6.15 as of the Closing Date (and will upon reasonable request, and subject to the Borrowers’ consent to such assignment or sale of a participation by such Farm Credit Lender pursuant to Section 9.6(b), acknowledge receipt of together with any similar documents delivered to the Borrowers by Borrower in connection with a Farm Credit Lender Member that becomes a Lender or a Voting Participant as a result of an assignment or sale of a participation or sub-participation after the Closing Date; provided that such Farm Credit Lender confirms delivery of such documents to the Borrowers) (, the “Farm Credit Equity Documents”), which describe the nature of the stock and/or other equities Equity Interests in a Farm Credit Lender Member or its Affiliate required to be acquired by the Borrowers Borrower in connection with the Term A-2 Loans made (or participated in) by such Farm Credit Lender Member (the “Farm Credit Equities”), as well as applicable capitalization requirements, and the Borrowers agree Borrower agrees to be bound by the terms thereof. CoBank acknowledges and agrees that the amount of the Farm Credit Equities of CoBank acquired by the Borrowers on or prior to the Closing Date satisfies the requirements of this Section 9.19 in respect of the Closing Date Term Loan Commitments as of the Closing Date. (b) Each party hereto acknowledges that each (i) the Farm Credit Lender’s (or its Affiliate’s) bylaws, capital plan and similar documents (as each may be amended from time to time) Equity Documents shall govern (xA) the rights and obligations of the parties with respect to the Farm Credit 115 CHAR1\1940028v1CHAR1\1940028v4 (c) Each party hereto acknowledges that each Farm Credit Member (or its Affiliate) has a statutory first lien pursuant to the Farm Credit Act on all Farm Credit Equities of such Farm Credit Member (or its Affiliate) that the Borrower may now own or hereafter acquire, which statutory lien shall be for such Farm Credit Member’s (or its Affiliate’s) sole and exclusive benefit. The Farm Credit Equities of a particular Farm Credit Member (or its Affiliate) shall not constitute security for the Secured Obligations due to any patronage refunds other Lender. To the extent that any of the Loan Documents create a Lien on the Farm Credit Equities of a Farm Credit Member (or other distributions made on account thereof its Affiliate) or on patronage accrued by such Farm Credit Member (or its Affiliate) for the account of the Borrowers’ patronage with Borrower (including, in each case, proceeds thereof), such Lien shall be for such Farm Credit Lender or its Affiliate, (y) Member’s sole and exclusive benefit and shall not be subject to pro rata sharing hereunder. Neither the Borrowers’ eligibility for patronage distributions from such Farm Credit Lender or its Affiliate (in the form of Farm Credit Equities and cash) and (z) nor any accrued patronage distributions, if anyshall be offset against the Secured Obligations except that, in the event of an Event of Default, a sale of a participation interest. Each Farm Credit Lender reserves Member may elect, solely at its discretion, to apply the right cash portion of any patronage distribution or retirement of equity to assign or sell participations in all or amounts due under this Agreement. The Borrower acknowledges that any part corresponding tax liability associated with such application is the sole responsibility of its Commitments or outstanding Loans hereunder on a non-patronage basis in accordance with Section 9.6(b); provided that if the Parent’s consent Borrower. No Farm Credit Member shall have an obligation to such assignment or sale retire the Farm Credit Equities of a participation by such Farm Credit Lender is required pursuant to Section 9.6(b) Member upon any Event of Default, any Default or Section 9.6(d)any other default by the Borrower, as applicableor at any other time, the parties hereto agree that, solely with respect either for application to the Parent’s ability to reasonably withhold consent to such transfer because of an expected reduction in patronage distributions to the Borrowers (it being understood and agreed that the Parent may have another basis for reasonably withholding consent to such transfer), (A) if the transferring Farm Credit Lender has not delivered a Farm Credit Lender Transfer Certificate (as defined below) to the Borrowers, then the Parent may withhold its consent to such assignment Secured Obligations or sale in its sole discretion (and in such case, the Parent shall be deemed to have acted reasonably), and (B) if the transferring Farm Credit Lender has delivered a Farm Credit Lender Transfer Certificate to the Borrowers, then the Parent may not withhold its consent to such assignment or sale (and any such withholding of consent shall be deemed unreasonable). For purposes hereof, “Farm Credit Lender Transfer Certificate” means a certificate executed by an officer of the transferring Farm Credit Lender and certifying to the Borrowers that such transferring Farm Credit Lender has used commercially reasonable efforts to consummate the relevant assignment or sale or a participation with another entity that would be expected to make patronage distributions to the Borrowers on a going forward basis that are consistent with (or better than) those that the Borrowers could reasonably have expected to have received from such transferring Farm Credit Lenderotherwise.

Farm Credit Equities. (a) So long as (i) a Farm Credit Lender is a Lender or Voting Participant hereunder and (ii) such Farm Credit Lender has notified the Borrowers that the Borrowers are eligible to receive patronage distributions directly from such Farm Credit Lender or one of its Affiliates on account of the Loans made (or participated in) by such Farm Credit Lender hereunder, the Borrowers will acquire (and such Farm Credit Lender will make available to the Borrowers for purchase) equity in such Farm Credit Lender or one of its Affiliates in such amounts and at such times as such Farm Credit Lender may require in accordance with such Farm Credit Lender’s or its Affiliates’ bylaws and capital plan or similar documents (as each may be amended from time to time), provided that the maximum amount of equity that the Borrowers may be required to purchase in such Farm Credit Lender or its Affiliate in connection with the portion of the Loans made by such Farm Credit Lender shall not exceed the maximum amount permitted by the applicable bylaws, capital plan and related documents (x) as in effect (and in the form provided to the Borrowers) on the Closing Date or (y) in the case of a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of participation, as in effect (and in the form provided to the Borrowers) at the time of the closing of the related assignment or sale of participation. CoBank confirms delivery to the Borrowers, and the Borrowers acknowledge receipt, of the documents from CoBank as of the Closing Date (and will upon reasonable request, and subject to the Borrowers’ consent to such assignment or sale of a participation by such Farm Credit Lender pursuant to Section 9.6(b), acknowledge receipt of any similar documents delivered to the Borrowers by a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of a participation after the Closing Date; provided that such Farm Credit Lender confirms delivery of such documents to the Borrowers) (the “Farm Credit Equity Documents”), which describe the nature of the stock and/or other equities in a Farm Credit Lender or its Affiliate required to be acquired by the Borrowers in connection with the Loans made (or participated in) by such Farm Credit Lender (the “Farm Credit Equities”), as well as applicable capitalization requirements, and the Borrowers agree to be bound by the terms thereof. CoBank acknowledges and agrees that the amount of the Farm Credit Equities of CoBank acquired by the Borrowers on or prior to the Closing Date satisfies the requirements of this Section 9.19 9.20 in respect of the Closing Date Term Loan Commitments as of the Closing Date. (b) Each party hereto acknowledges that each Farm Credit Lender’s (or its Affiliate’s) bylaws, capital plan and similar documents (as each may be amended from time to time) shall govern (x) the rights and obligations of the parties with respect to the Farm Credit Equities and any patronage refunds or other distributions made on account thereof or on account of the Borrowers’ patronage with such Farm Credit Lender or its Affiliate, (y) the Borrowers’ eligibility for patronage distributions from such Farm Credit Lender or its Affiliate (in the form of Farm Credit Equities and cash) and (z) patronage distributions, if any, in the event of a sale of a participation interest. Each Farm Credit Lender reserves the right to assign or sell participations in all or any part of its Commitments or outstanding Loans hereunder on a non-patronage basis in accordance with Section 9.6(b); provided that if the Parent’s consent to such assignment or sale of a participation by such Farm Credit Lender is required pursuant to Section 9.6(b) or Section 9.6(d), as applicable, the parties hereto agree that, solely with respect to the Parent’s ability to reasonably withhold consent to such transfer because of an expected reduction in patronage distributions to the Borrowers (it being understood and agreed that the Parent may have another basis for reasonably withholding consent to such transfer), (A) if the transferring Farm Credit Lender has not delivered a Farm Credit Lender Transfer Certificate (as defined below) to the Borrowers, then the Parent may withhold its consent to such assignment or sale in its sole discretion (and in such case, the Parent shall be deemed to have acted reasonably), and (B) if the transferring Farm Credit Lender has delivered a Farm Credit Lender Transfer Certificate to the Borrowers, then the Parent may not withhold its consent to such assignment or sale (and any such withholding of consent shall be deemed unreasonable). For purposes hereof, “Farm Credit Lender Transfer Certificate” means a certificate executed by an officer of the transferring Farm Credit Lender and certifying to the Borrowers that such transferring Farm Credit Lender has used commercially reasonable efforts to consummate the relevant assignment or sale or a participation with another entity that would be expected to make patronage distributions to the Borrowers on a going forward basis that are consistent with (or better than) those that the Borrowers could reasonably have expected to have received from such transferring Farm Credit Lender.

Farm Credit Equities. (a) So long as (i) a Farm Credit Lender is a Lender or Voting Participant hereunder and (ii) such Farm Credit Lender has notified the Borrowers Administrative Borrower that the Borrowers are it is eligible to receive patronage distributions directly from such Farm Credit Lender or one of its Affiliates on account of the Term Loans made (or participated in) by such Farm Credit Lender hereunder, the Borrowers will Administrative Borrower will, as a condition to its eligibility to receive such patronage distributions, acquire (and such Farm Credit Lender will make available to the Borrowers for purchase) equity in such Farm Credit Lender or one of its Affiliates in such amounts and at such times as such Farm Credit Lender may require in accordance with such Farm Credit Lender’s or its Affiliates’ Affiliate’s bylaws and capital plan or similar documents (as each may be amended from time to time); provided, provided that however, that, notwithstanding anything to the contrary contained herein, the maximum amount of equity that the Borrowers Administrative Borrower may be required to purchase in such Farm Credit Lender or one of its Affiliate Affiliates in connection with the portion of the Loans made by such Farm Credit Lender hereunder shall not exceed the maximum amount permitted required by the applicable bylaws, capital plan and related documents documents, in each case, (x) as in effect (and in the form provided to the BorrowersAdministrative Borrower) on the Closing Date or (y) in the case of a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of a participation or sub-participation, as in effect (and in the form provided to the BorrowersAdministrative Borrower) at the time of the closing of the related assignment or sale of participation or sub-participation. CoBank confirms delivery to the Borrowers, and the Borrowers acknowledge receipt, The Administrative Borrower acknowledges receipt of the bylaws and capital plan or similar documents from CoBank as of the Closing Date (and will upon reasonable request, and subject to the Borrowers’ consent to such assignment or sale of a participation by such each Farm Credit Lender pursuant to Section 9.6(b), acknowledge receipt of or its Affiliate (together with any similar documents delivered to the Borrowers by Administrative Borrower in connection with a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of a participation or sub-participation after the Closing Date; provided that such Farm Credit Lender confirms delivery of such documents to the Borrowers) (, the “Farm Credit Equity Documents”), which describe the nature of the stock and/or other equities in a such Farm Credit Lender or its Affiliate required to be acquired by the Borrowers Administrative Borrower in connection with the Term Loans made (or participated in) by such Farm Credit Lender (the “Farm Credit Equities”), as well as applicable capitalization requirements, and the Borrowers agree Administrative Borrower agrees to be bound by the terms thereof. CoBank acknowledges and agrees that the amount of the Farm Credit Equities of CoBank acquired by the Borrowers on or prior to the Closing Date satisfies the requirements of this Section 9.19 in respect of the Closing Date Term Loan Commitments as of the Closing Date. (b) Each party hereto acknowledges that each (i) the applicable Farm Credit Lender’s (or its Affiliate’s) bylaws, capital plan and similar documents (as each may be amended from time to time) Equity Documents shall govern (x) the rights and obligations of the parties with respect to the Farm Credit Equities of a Farm Credit Lender (or its Affiliate) and any patronage refunds or other distributions made on account thereof or on account of the Borrowers’ Administrative Borrower’s patronage with such the respective Farm Credit Lender or its AffiliateLenders, (y) the Borrowers’ Administrative Borrower’s eligibility for patronage distributions from such the respective Farm Credit Lender Lenders or its Affiliate their Affiliates (in the form of Farm Credit Equities and and/or cash) and (z) patronage distributions, if any, in the event of a sale by a Farm Credit Lender of a participation interestparticipations or sub-participations in the Term Loans made (or participated in) by such Farm Credit Lender, (ii) patronage refunds or other distributions by each Farm Credit Lender or one of its Affiliates are subject to various conditions, including approval by the applicable board of directors of such Farm Credit Lender or Affiliate with respect to each such refund or other distribution and (iii) the Administrative Borrower (and not an Affiliate of the Administrative Borrower) will be the owner of the Farm Credit Equities issued by the applicable Farm Credit Lender or an Affiliate thereof. Each Farm Credit Lender reserves the right to assign or sell participations or sub-participations in all or any part of its Commitments Term Loan Commitment or outstanding Loans Term Loan hereunder on a non-patronage basis (and/or to a Lender that pays no patronage or pays patronage that is lower than the patronage paid by the transferring Farm Credit Lender) in accordance with Section 9.6(b); provided 13.1. (c) Each party hereto acknowledges that if each Farm Credit Lender (or its Affiliate) has a statutory first lien pursuant to the ParentFarm Credit Act on all Farm Credit Equities of such Farm Credit Lender (or its Affiliate) that the Administrative Borrower may now own or hereafter acquire, which statutory lien shall be for such Farm Credit Lender’s consent to such assignment (or sale its Affiliate’s) sole and exclusive benefit. The Farm Credit Equities of a participation particular Farm Credit Lender (or its Affiliate) 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 Farm Credit Equities of a Farm Credit Lender (or its Affiliate) or on patronage accrued by such Farm Credit Lender is required pursuant to Section 9.6(b(or its Affiliate) or Section 9.6(dfor the account of the Administrative Borrower (including, in each case, proceeds thereof), as applicable, such Lien shall be for such Farm Credit Lender’s sole and exclusive benefit and shall not be subject to pro rata sharing hereunder. Neither the parties hereto agree Farm Credit Equities nor any accrued patronage shall be offset against the Obligations except that, in the event of an Event of Default, a Farm Credit Lender may elect, solely at its discretion, to apply the cash portion of any patronage distribution or retirement of equity made with respect to the Parent’s ability to reasonably withhold consent to Farm Credit Equities of such transfer because of an expected reduction in patronage distributions to the Borrowers (it being understood and agreed that the Parent may have another basis for reasonably withholding consent to such transfer), (A) if the transferring Farm Credit Lender has not delivered a or its Affiliate to amounts due under this Agreement. The Administrative Borrower acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the Administrative Borrower. No Farm Credit Lender Transfer Certificate (as defined below) shall have an obligation to retire the Borrowers, then the Parent may withhold its consent to Farm Credit Equities of such assignment or sale in its sole discretion (and in such case, the Parent shall be deemed to have acted reasonably), and (B) if the transferring Farm Credit Lender has delivered a Farm Credit Lender Transfer Certificate upon any Event of Default, Default or any other default by the Administrative Borrower, or at any other time, either for application to the Borrowers, then the Parent may not withhold its consent to such assignment Obligations or sale (and any such withholding of consent shall be deemed unreasonable). For purposes hereof, “Farm Credit Lender Transfer Certificate” means a certificate executed by an officer of the transferring Farm Credit Lender and certifying to the Borrowers that such transferring Farm Credit Lender has used commercially reasonable efforts to consummate the relevant assignment or sale or a participation with another entity that would be expected to make patronage distributions to the Borrowers on a going forward basis that are consistent with (or better than) those that the Borrowers could reasonably have expected to have received from such transferring Farm Credit Lenderotherwise.

Farm Credit Equities. (a) So long as (i) a Farm Credit Lender Member is a Lender or a Voting Participant hereunder hereunder, and (ii) such Farm Credit Lender Member has notified the Borrowers Borrower that the Borrowers are it is eligible to receive patronage distributions directly from such Farm Credit Lender Member or one of its Affiliates on account of the Loans Term A-2 Loan made (or participated in) by such Farm Credit Lender Member hereunder, the Borrowers will Borrower shall, as a condition to receiving such patronage distributions, acquire (and such Farm Credit Lender will make available to the Borrowers for purchase) equity Equity Interests in such Farm Credit Lender Member or one of its Affiliates in such amounts and at such times as such Farm Credit Lender Member may require in accordance with such Farm Credit LenderMember’s or its Affiliates’ Affiliate’s bylaws and capital plan or similar documents (as each may be amended from time to time); provided, provided that that, notwithstanding anything to the contrary contained herein, the maximum amount of equity Equity Interests that the Borrowers Borrower may be required to purchase in such Farm Credit Lender Member or one of its Affiliate Affiliates in connection with the portion of the Term A-2 Loans made by such Farm Credit Lender Member hereunder shall not exceed the maximum amount permitted required by the applicable bylaws, capital plan and related documents documents, in each case, (xA) as in effect (and in the form provided to the BorrowersBorrower) on the Closing Date Date, or (yB) in the case of a Farm Credit Lender Member that becomes a Lender or a Voting Participant as a result of an assignment or sale of a participation or sub-participation, as in effect (and in the form provided to the BorrowersBorrower) at the time of the closing of the related assignment or sale of participation or sub-participation. CoBank confirms delivery to the Borrowers, and the Borrowers acknowledge receipt, The Borrower acknowledges receipt of the documents from CoBank the Farm Credit Members identified on Schedule 6.15 as of the Closing Date (and will upon reasonable request, and subject to the Borrowers’ consent to such assignment or sale of a participation by such Farm Credit Lender pursuant to Section 9.6(b), acknowledge receipt of together with any similar documents delivered to the Borrowers by Borrower in connection with a Farm Credit Lender Member that becomes a Lender or a Voting Participant as a result of an assignment or sale of a participation or sub-participation after the Closing Date; provided that such Farm Credit Lender confirms delivery of such documents to the Borrowers) (, the “Farm Credit Equity Documents”), which describe the nature of the stock and/or other equities Equity Interests in a Farm Credit Lender Member or its Affiliate required to be acquired by the Borrowers Borrower in connection with the Term A-2 Loans made (or participated in) by such Farm Credit Lender Member (the “Farm Credit Equities”), as well as applicable capitalization requirements, and the Borrowers agree Borrower agrees to be bound by the terms thereof. CoBank acknowledges and agrees that the amount of the Farm Credit Equities of CoBank acquired by the Borrowers on or prior to the Closing Date satisfies the requirements of this Section 9.19 in respect of the Closing Date Term Loan Commitments as of the Closing Date. (b) Each party hereto acknowledges that each (i) the Farm Credit Lender’s (or its Affiliate’s) bylaws, capital plan and similar documents (as each may be amended from time to time) Equity Documents shall govern (xA) the rights and obligations of the parties with respect to the Farm Credit Equities and any patronage refunds or other distributions made on account thereof or on account of the Borrowers’ Borrower’s patronage with such the respective Farm Credit Lender or its AffiliateMembers, (yB) the Borrowers’ Borrower’s eligibility for patronage distributions from such the respective Farm Credit Lender Members or its Affiliate their Affiliates (in the form of Farm Credit Equities and and/or cash) ), and (zC) patronage distributions, if any, in the event of a sale by a Farm Credit Member of a participation interestparticipations or sub-participations in the Term A-2 Loans made (or participated in) by such Farm Credit Member, (ii) patronage refunds or other distributions by each Farm Credit Member or one of its Affiliates are subject to various conditions, including approval by the applicable board of directors of such Farm Credit Member or Affiliate with respect to each such refund or other distribution, and (iii) the Borrower (and not an Affiliate of the Borrower) will be the owner of the Farm Credit Equities issued by the applicable Farm Credit Member or an Affiliate thereof. Each Farm Credit Lender Member reserves the right to assign or sell participations or sub-participations in all or any part of its Commitments or outstanding Term A-2 Loans hereunder on a non-patronage basis (and/or to a Lender that pays no patronage or pays patronage that is lower than the patronage paid by the transferring Farm Credit Member) in accordance with Section 9.6(b11.06(e); provided . (c) Each party hereto acknowledges that if each Farm Credit Member (or its Affiliate) has a statutory first lien pursuant to the ParentFarm Credit Act on all Farm Credit Equities of such Farm Credit Member (or its Affiliate) that the Borrower may now own or hereafter acquire, which statutory lien shall be for such Farm Credit Member’s consent to such assignment (or sale its Affiliate’s) sole and exclusive benefit. The Farm Credit Equities of a participation particular Farm Credit Member (or its Affiliate) shall not constitute security for the Secured Obligations due to any other Lender. To the extent that any of the Loan Documents create a Lien on the Farm Credit Equities of a Farm Credit Member (or its Affiliate) or on patronage accrued by such Farm Credit Lender is required pursuant to Section 9.6(bMember (or its Affiliate) or Section 9.6(dfor the account of the Borrower (including, in each case, proceeds thereof), as applicable, such Lien shall be for such Farm Credit Member’s sole and exclusive benefit and shall not be subject to pro rata sharing hereunder. Neither the parties hereto agree Farm Credit Equities nor any accrued patronage shall be offset against the Secured Obligations except that, solely with respect to in the Parent’s ability to reasonably withhold consent to such transfer because event of an expected reduction in patronage distributions to the Borrowers (it being understood and agreed that the Parent may have another basis for reasonably withholding consent to such transfer)Event of Default, (A) if the transferring Farm Credit Lender has not delivered a Farm Credit Lender Transfer Certificate (as defined below) Member may 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. No Farm Credit Member shall have an obligation to retire the Farm Credit Equities of such Farm Credit Member upon any Event of Default, any Default or any other default by the Borrower, or at any other time, either for application to the Borrowers, then the Parent may withhold its consent to such assignment Secured Obligations or sale in its sole discretion (and in such case, the Parent shall be deemed to have acted reasonably), and (B) if the transferring Farm Credit Lender has delivered a Farm Credit Lender Transfer Certificate to the Borrowers, then the Parent may not withhold its consent to such assignment or sale (and any such withholding of consent shall be deemed unreasonable). For purposes hereof, “Farm Credit Lender Transfer Certificate” means a certificate executed by an officer of the transferring Farm Credit Lender and certifying to the Borrowers that such transferring Farm Credit Lender has used commercially reasonable efforts to consummate the relevant assignment or sale or a participation with another entity that would be expected to make patronage distributions to the Borrowers on a going forward basis that are consistent with (or better than) those that the Borrowers could reasonably have expected to have received from such transferring Farm Credit Lenderotherwise.

Farm Credit Equities. (a) So long as (i) a Farm Credit Lender is a Lender or Voting Participant hereunder and (ii) such Farm Credit Lender has notified the Borrowers Borrower that the Borrowers are it is eligible to receive patronage distributions directly from such Farm Credit Lender or one of its Affiliates on account of the Term A-2 Loans made (or participated in) by such Farm Credit Lender hereunder, the Borrowers Borrower will acquire (and such Farm Credit Lender will make available to the Borrowers Borrower for purchase) equity in such Farm Credit Lender or one of its Affiliates in such amounts and at such times as such Farm Credit Lender may require in accordance with such Farm Credit Lender’s or its Affiliates’ bylaws and capital plan or similar documents (as each may be amended from time to time), provided except that the maximum amount of equity that the Borrowers Borrower may be required to purchase in such Farm Credit Lender or its Affiliate in connection with the portion of the Term A-2 Loans made by such Farm Credit Lender shall may not exceed the maximum amount permitted by the applicable bylaws, capital plan and related documents (x) as in effect (and in at the form provided to the Borrowers) on the Closing Date time this Agreement is entered into or (y) in the case of a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of participation, as in effect (and in the form provided to the Borrowers) at the time of the closing of the related assignment or sale of participation. CoBank confirms delivery to the Borrowers, and the Borrowers acknowledge receipt, The Borrower acknowledges receipt of the documents from CoBank the respective Farm Credit Lenders as of the Closing Execution Date that are listed on Schedule 5.02(f) (and will upon reasonable request, and subject to the Borrowers’ Borrower’s consent to such assignment or sale of a participation by such Farm Credit Lender pursuant to Section 9.6(b11.06(b)(iii) or Section 11.06(i), acknowledge receipt of any similar documents delivered to the Borrowers Borrower by a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of a participation after the Closing Date; provided that such Farm Credit Lender confirms delivery of such documents to the Borrowers) (the “Farm Credit Equity Documents”), which describe the nature of the stock and/or other equities in a Farm Credit Lender or its Affiliate required to be acquired by the Borrowers Borrower in connection with the Term A-2 Loans made (or participated in) by such Farm Credit Lender (the “Farm Credit Equities”), as well as applicable capitalization requirements, and the Borrowers agree Borrower agrees to be bound by the terms thereof. CoBank acknowledges and agrees that the amount of the Farm Credit Equities of CoBank acquired by the Borrowers on or prior to the Closing Date satisfies the requirements of this Section 9.19 in respect of the Closing Date Term Loan Commitments as of the Closing Date. (b) Each party hereto acknowledges that each Farm Credit Lender’s (or its Affiliate’s) bylaws, capital plan and similar documents (as each may be amended from time to time) shall govern (x) the rights and obligations of the parties with respect to the Farm Credit Equities and any patronage refunds or other distributions made on account thereof or on account of the Borrowers’ Borrower’s patronage with such Farm Credit Lender or its Affiliate, (y) the Borrowers’ Borrower’s eligibility for patronage distributions from such Farm Credit Lender or its Affiliate (in the form of Farm Credit Equities and cash) and (z) patronage distributions, if any, in the event of a sale of a participation interest. Each Farm Credit Lender reserves the right to assign or sell participations in all or any part of its Commitments or outstanding Term A-2 Loans hereunder on a non-patronage basis in accordance with Section 9.6(b)11.06; provided provided, that if the ParentBorrower’s consent to such assignment or sale of a participation by such Farm Credit Lender is required pursuant to Section 9.6(b11.06(b)(iii) or Section 9.6(d11.06(i), as applicable, the parties hereto agree that, solely with respect to the ParentBorrower’s ability to reasonably withhold consent to such transfer because of an expected reduction in patronage distributions to the Borrowers Borrower (it being understood and agreed that the Parent Borrower may have another basis for reasonably withholding consent to such transfer), (A) if the transferring Farm Credit Lender has not delivered a Farm Credit Lender Transfer Certificate (as defined below) to the BorrowersBorrower, then the Parent Borrower may withhold its consent to such assignment or sale in its sole discretion (and in such case, the Parent Borrower shall be deemed not to have acted reasonablyunreasonably withheld or delayed its consent), and (B) if the transferring Farm Credit Lender has delivered a Farm Credit Lender Transfer Certificate to the BorrowersBorrower, then the Parent Borrower may not withhold or delay its consent to such assignment or sale on that basis (and any such withholding or delaying of consent on that basis shall be deemed unreasonable). For purposes hereof, “Farm Credit Lender Transfer Certificate” means a certificate executed by an officer of the transferring Farm Credit Lender and certifying to the Borrowers Borrower that such transferring Farm Credit Lender has used commercially reasonable efforts to consummate the relevant assignment or sale or a participation with another entity that would be expected to make patronage distributions to the Borrowers Borrower on a going forward basis that are consistent with (or better than) those that the Borrowers Borrower could reasonably have expected to have received from such transferring Farm Credit Lender. Subject to the first sentence of this Section 11.24(b), any Term A-2 Loans made to the Borrower shall result in the accrual of patronage refunds or distributions for the benefit of the Borrower from the applicable Farm Credit Lender (or one of its Affiliates), and such patronage refunds or distributions shall be payable directly for the account of the Borrower.