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 Administrative Borrower that 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 Administrative Borrower will, as a condition to its eligibility to receive such patronage distributions, acquire 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 Affiliate’s bylaws and capital plan or similar documents (as each may be amended from time to time); provided, however, that, notwithstanding anything to the contrary contained herein, the maximum amount of equity that the Administrative Borrower may be required to purchase in such Farm Credit Lender or one of its Affiliates in connection with the Loans made by such Farm Credit Lender hereunder shall not exceed the maximum amount required by the applicable bylaws, capital plan and related documents, in each case, (x) as in effect (and in the form provided to the Administrative 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 Administrative Borrower) at the time of the closing of the related assignment or sale of participation or sub-participation. The Administrative Borrower acknowledges receipt of the bylaws and capital plan or similar documents from each Farm Credit Lender or its Affiliate (together with any similar documents delivered to the 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, the “Farm Credit Equity Documents”), which describe the nature of the stock and/or other equities in such Farm Credit Lender or its Affiliate required to be acquired by the 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 Administrative Borrower agrees to be bound by the terms thereof.

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 Administrative Borrower Performance Fibers that 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 Administrative Borrower will, as a condition Performance Fibers will acquire (and such Farm Credit Lender will make available to its eligibility to receive such patronage distributions, acquire 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 Affiliate’s Affiliates’ bylaws and capital plan or similar documents (as each may be amended from time to time); provided, however, that, notwithstanding anything to the contrary contained herein, except that the maximum amount of equity that the Administrative Borrower Performance Fibers may be required to purchase in such Farm Credit Lender or one of its Affiliates Affiliate in connection with the portion of the Term A-2 Loans made by such Farm Credit Lender hereunder shall may not exceed the maximum amount required permitted by the applicable bylaws, capital plan and related documents, in each case, documents (x) as in effect (and in at the form provided to the Administrative Borrower) 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 a participation or sub-participation, as in effect (and in the form provided to the Administrative Borrower) at the time of the closing of the related assignment or sale of participation or sub-participation. The Administrative Borrower Performance Fibers acknowledges receipt of the bylaws and capital plan or similar documents from each the respective Farm Credit Lenders as of the Signing Date that are listed on Schedule 11.24 (and will upon reasonable request, and subject to Products’ consent to such assignment or sale of a participation by such Farm Credit Lender pursuant to Section 11.06(b)(iii) or its Affiliate (together with Section 11.06(i), acknowledge receipt of any similar documents delivered to the Administrative Borrower in connection with 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 or sub-participation after the Closing Restatement Date, ) (the “Farm Credit Equity Documents”), which describe the nature of the cash patronage, stock and/or other equities in such a Farm Credit Lender or its Affiliate required to be acquired by the Administrative Borrower 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 Administrative Borrower Performance Fibers agrees to be bound by the terms thereof.

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 Administrative Borrower that it the Borrower 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 Administrative Borrower will, as a condition will acquire (and such Farm Credit Lender will make available to its eligibility to receive such patronage distributions, acquire the 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 Affiliate’s Affiliates’ bylaws and capital plan or similar documents (as each may be amended from time to time); provided, however, that, notwithstanding anything to the contrary contained herein, provided that the maximum amount of equity that the Administrative Borrower may be required to purchase in such Farm Credit Lender or one of its Affiliates Affiliate in connection with the portion of the Loans made by such Farm Credit Lender hereunder shall not exceed the maximum amount required permitted by the applicable bylaws, capital plan and related documents, in each case, documents (x) as in effect (and in the form provided to the Administrative 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 Administrative Borrower) at the time of the closing of the related assignment or sale of participation or sub-participation. The Administrative CoBank confirms delivery to the Borrower, and the Borrower acknowledges receipt receipt, of the bylaws and capital plan or similar documents from each CoBank as of the Closing Date (and will upon reasonable request, and subject to the Borrower’s consent to such assignment or sale of a participation by such Farm Credit Lender or its Affiliate (together with pursuant to Section 9.6(b), acknowledge receipt of any similar documents delivered to the Administrative Borrower in connection with by 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 Borrower) (the “Farm Credit Equity Documents”), which describe the nature of the stock and/or other equities in such a Farm Credit Lender or its Affiliate required to be acquired by the 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 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 Borrower on or prior to the Closing Date satisfies the requirements of this Section 9.20 in respect of the Closing Date Term Loan Commitments as of the Closing Date.

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 Administrative Borrower Parent that 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 Administrative Borrower Parent will, as a condition to its eligibility to receive receiving such patronage distributions, acquire 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 Affiliate’s bylaws and capital plan or similar documents (as each may be amended from time to time); provided, however, that, notwithstanding anything to the contrary contained herein, except that the maximum amount of equity that the Administrative Borrower Parent may be required to purchase in such Farm Credit Lender or one of its Affiliates in connection with the portion of the Term Loans made by such Farm Credit Lender hereunder shall may not exceed the maximum amount required permitted by the applicable bylaws, relevant bylaws and the capital plan and related documents, in each case, (x) as in effect (and in the form provided to the Administrative BorrowerA) 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 a participation or sub-participation, as in effect (and in the form provided to the Administrative Borrower) at the time of the closing of the related assignment or sale of participation or sub-participation. The Administrative Borrower Parent acknowledges receipt of the bylaws and capital plan or similar documents from each Farm Credit Lender or its Affiliate such information (together with any similar documents delivered to the 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, 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 such the respective Farm Credit Lender Lenders (or its Affiliate required to be Affiliates thereof) acquired by the Administrative Borrower 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 Administrative Borrower agrees to be bound by the terms thereof.

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 Administrative Borrower Borrowers that it is the Borrowers are 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 Administrative Borrower will, as a condition Borrowers will acquire (and such Farm Credit Lender will make available to its eligibility to receive such patronage distributions, acquire 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 Affiliate’s Affiliates’ bylaws and capital plan or similar documents (as each may be amended from time to time); provided, however, that, notwithstanding anything to the contrary contained herein, provided that the maximum amount of equity that the Administrative Borrower Borrowers may be required to purchase in such Farm Credit Lender or one of its Affiliates Affiliate in connection with the portion of the Loans made by such Farm Credit Lender hereunder shall not exceed the maximum amount required permitted by the applicable bylaws, capital plan and related documents, in each case, documents (x) as in effect (and in the form provided to the Administrative BorrowerBorrowers) 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 Administrative BorrowerBorrowers) at the time of the closing of the related assignment or sale of participation or sub-participation. The Administrative Borrower acknowledges receipt CoBank confirms delivery to the Borrowers, and the Borrowers acknowledge receipt, of 92 the documents from CoBank as of the bylaws Closing Date (and capital plan will upon reasonable request, and subject to the Borrowers’ consent to such assignment or similar documents from each sale of a participation by such Farm Credit Lender or its Affiliate (together with pursuant to Section 9.6(b), acknowledge receipt of any similar documents delivered to the Administrative Borrower in connection with Borrowers by 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 such a Farm Credit Lender or its Affiliate required to be acquired by the Administrative Borrower Borrowers 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 Administrative Borrower agrees 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.

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 (ii) such Farm Credit Lender has notified the Administrative each other Borrower that it is eligible to receive patronage distributions directly from such Farm Credit Lender or one of its Affiliates on account acts as a Relevant Borrower under this Agreement (or, alternatively, all of the Term Loans made (or participated inBorrowers acting collectively) by such Farm Credit Lender hereunder, the Administrative Borrower will, as a condition to its eligibility to receive such patronage distributions, will acquire 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 Affiliate’s bylaws and capital plan or similar documents plan, as applicable, (as each may be amended from time to time); provided, however, except that, notwithstanding anything any other agreement to the contrary contained hereincontrary, the maximum amount of equity that the Administrative Borrower Borrower(s) may be required to purchase (x) in such each Farm Credit Lender or one of its Affiliates in connection with the Loans made by such Farm Credit Lender hereunder shall may not exceed the maximum amount required permitted by such Farm Credit Lender’s bylaws and the applicable bylawscapital plan, capital plan and related documents, in each caseas applicable, (x1) as in effect (and in at the form provided to the Administrative Borrower) 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 a participation or sub-participationAccordion Increase, as in effect (and in the form provided to the Administrative Borrower) at the time of the closing of the related assignment or sale of participation or sub-participationAccordion Increase, and (y) in all Farm Credit Lenders in the aggregate may not exceed $10,000. The Administrative Borrower acknowledges Borrower(s) acknowledge receipt of the a copy of (i) each Farm Credit Lender’s most recent annual report, and if more recent, it’s latest quarterly report, (ii) each Farm Credit Lender’s Notice to Prospective Stockholders (or other applicable notice document) and (iii) each Farm Credit Lender’s bylaws and capital plan plan, as applicable (and, if applicable, any related loan or similar documents from each Farm Credit Lender or its Affiliate (together with any similar documents delivered to the 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, the “Farm Credit Equity Documents”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 such each Farm Credit Lender or its Affiliate required to be acquired by the Administrative Borrower in connection with its patronage loan from the Term 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 Administrative Borrower agrees to be bound by the terms thereof.

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 Administrative Borrower Borrowers that it is the Borrowers are 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 Administrative Borrower will, as a condition Borrowers will acquire (and such Farm Credit Lender will make available to its eligibility to receive such patronage distributions, acquire 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 Affiliate’s Affiliates’ bylaws and capital plan or similar documents (as each may be amended from time to time); provided, however, that, notwithstanding anything to the contrary contained herein, provided that the maximum amount of equity that the Administrative Borrower Borrowers may be required to purchase in such Farm Credit Lender or one of its Affiliates Affiliate in connection with the portion of the Loans made by such Farm Credit Lender hereunder shall not exceed the maximum amount required permitted by the applicable bylaws, capital plan and related documents, in each case, documents (x) as in effect (and in the form provided to the Administrative BorrowerBorrowers) 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 Administrative BorrowerBorrowers) at the time of the closing of the related assignment or sale of participation or sub-participation. The Administrative Borrower acknowledges receipt CoBank confirms delivery to the Borrowers, and the Borrowers acknowledge receipt, of xcvi the documents from CoBank as of the bylaws Closing Date (and capital plan will upon reasonable request, and subject to the Borrowers’ consent to such assignment or similar documents from each sale of a participation by such Farm Credit Lender or its Affiliate (together with pursuant to Section 9.6(b), acknowledge receipt of any similar documents delivered to the Administrative Borrower in connection with Borrowers by 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 such a Farm Credit Lender or its Affiliate required to be acquired by the Administrative Borrower Borrowers 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 Administrative Borrower agrees 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.

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 Administrative Borrower that it is eligible to receive patronage distributions directly from such Farm Credit Lender Member or one of its Affiliates on account of the Term Loans A-2 Loan made (or participated in) by such Farm Credit Lender Member hereunder, the Administrative Borrower willshall, as a condition to its eligibility to receive receiving such patronage distributions, acquire 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 Affiliate’s bylaws and capital plan or similar documents (as each may be amended from time to time); provided, however, that, notwithstanding anything to the contrary contained herein, the maximum amount of equity Equity Interests that the Administrative Borrower may be required to purchase in such Farm Credit Lender Member or one of its Affiliates in connection with the Term A-2 Loans made by such Farm Credit Lender Member hereunder shall not exceed the maximum amount required by the applicable bylaws, capital plan and related documents, in each case, (xA) as in effect (and in the form provided to the Administrative Borrower) 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 Administrative Borrower) at the time of the closing of the related assignment or sale of participation or sub-participation. The Administrative Borrower acknowledges receipt of the bylaws and capital plan or similar documents from each the Farm Credit Lender or its Affiliate Members identified on Schedule 6.15 as of the Closing Date (together with any similar documents delivered to the Administrative 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, the “Farm Credit Equity Documents”), which describe the nature of the stock and/or other equities Equity Interests in such a Farm Credit Lender Member or its Affiliate required to be acquired by the Administrative 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 Administrative Borrower agrees to be bound by the terms thereof.. (b) Each party hereto acknowledges that (i) the Farm Credit Equity Documents shall govern (A) the rights and obligations of the parties with respect to the Farm Credit 115 CHAR1\1940028v1CHAR1\1940028v4

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 Administrative Borrower Parent that 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 Loan made (or participated in) by such Farm Credit Lender hereunder, the Administrative Borrower Parent will, as a condition to its eligibility to receive receiving such patronage distributions, acquire 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 Affiliate’s 's bylaws and capital plan or similar documents (as each may be amended from time to time); provided, however, that, notwithstanding anything to the contrary contained herein, except that the maximum amount of equity that the Administrative Borrower Parent may be required to purchase in such Farm Credit Lender or one of its Affiliates in connection with the Loans portion of the Term Loan made by such Farm Credit Lender hereunder shall may not exceed the maximum amount required permitted by the applicable bylaws, relevant bylaws and the capital plan and related documents, in each case, (x) as in effect (and in the form provided to the Administrative BorrowerA) 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 a participation or sub-participation, as in effect (and in the form provided to the Administrative Borrower) at the time of the closing of the related assignment or sale of participation or sub-participation. The Administrative Borrower Parent acknowledges receipt of the bylaws and capital plan or similar documents from each Farm Credit Lender or its Affiliate such information (together with any similar documents delivered to the 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, 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 such the respective Farm Credit Lender Lenders (or its Affiliate required to be Affiliates thereof) acquired by the Administrative Borrower in connection with the Term Loans made (or participated in) by such Loan from the Farm Credit Lender Lenders hereunder (the “"Farm Credit Equities”), ") as well as applicable relevant capitalization requirements, and the Administrative Borrower agrees to be bound by the terms thereof.

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 Administrative Borrower Parent that 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 Loan made (or participated in) by such Farm Credit Lender hereunder, the Administrative Borrower Parent will, as a condition to its eligibility to receive receiving such patronage distributions, acquire 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 Affiliate’s bylaws and capital plan or similar documents (as each may be amended from time to time); provided, however, that, notwithstanding anything to the contrary contained herein, except that the maximum amount of equity that the Administrative Borrower Parent may be required to purchase in such Farm Credit Lender or one of its Affiliates in connection with the Loans portion of the Term Loan made by such Farm Credit Lender hereunder shall may not exceed the maximum amount required permitted by the applicable bylaws, relevant bylaws and the capital plan and related documents, in each case, (x) as in effect (and in the form provided to the Administrative BorrowerA) 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 a participation or sub-participation, as in effect (and in the form provided to the Administrative Borrower) at the time of the closing of the related assignment or sale of participation or sub-participation. The Administrative Borrower Parent acknowledges receipt of the bylaws and capital plan or similar documents from each Farm Credit Lender or its Affiliate such information (together with any similar documents delivered to the 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, 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 such the respective Farm Credit Lender Lenders (or its Affiliate required to be Affiliates thereof) acquired by the Administrative Borrower in connection with the Term Loans made (or participated in) by such Loan from the Farm Credit Lender Lenders hereunder (the “Farm Credit Equities”), ) as well as applicable relevant capitalization requirements, and the Administrative Borrower agrees to be bound by the terms thereof.

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 Administrative Borrower that 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 Administrative Borrower will, as a condition to its eligibility to receive such patronage distributions, will acquire 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 such Affiliate’s bylaws and ’s) bylaws, patronage resolutions and/or capital plan or similar documents (as each may be amended from time to time); provided, however, that, notwithstanding anything to the contrary contained herein, the maximum amount of equity that the Administrative Borrower may be required to purchase acquire in such Farm Credit Lender (or one of its Affiliates in connection with the Loans made by such Farm Credit Lender hereunder designated Affiliate) shall not exceed the maximum amount required by the applicable bylaws, patronage resolutions, capital plan and related documents, in each case, (x) as in effect (and in the form provided to the Administrative Borrower) 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 a participation or sub-participationpursuant to Section 9.04, as in effect (and in the form provided to the Administrative Borrower) at the time of the closing of the related assignment or sale of participation or sub-participation. The Administrative Borrower acknowledges receipt of (the bylaws and capital plan or similar documents from each Farm Credit Lender or its Affiliate (together with any similar documents delivered to the 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, the “Farm Credit Equity Documents”), which describe the nature of the stock and/or other equities in such Farm Credit Lender or its Affiliate Interests so required to be acquired by the Administrative Borrower in connection with the Term Loans made (or participated in) by such Farm Credit Lender (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. Each Farm Credit Lender party hereto as of the Effective Date acknowledges and agrees that the amount of 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 $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 Administrative Borrower agrees to be bound Effective Date participations. (or its designated Affiliate) acquired by the terms thereofBorrower on or prior to the Effective Date satisfies the requirements of this Section 5.11 with respect to such Farm Credit Lender (or its designated Affiliate).

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 Administrative Borrower that 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 Administrative Borrower will, as a condition to its eligibility to receive receiving such patronage distributions, acquire 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 Affiliate’s bylaws and capital plan or similar documents (as each may be amended from time to time); provided, however, that, notwithstanding anything to the contrary contained herein, the maximum amount of equity that the Administrative Borrower may be required to purchase in such Farm Credit Lender or one of its Affiliates in connection with the Loans made by such Farm Credit Lender hereunder shall not exceed the maximum amount required by the applicable bylaws, capital plan and related documents, in each case, (x) as in effect (and in the form provided to the Administrative 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 Administrative Borrower) at the time of the closing of the related assignment or sale of participation or sub-participation. The Administrative Borrower acknowledges receipt of the bylaws and capital plan or similar documents from each Farm Credit Lender or its Affiliate American AgCredit, PCA (together with any similar documents delivered to the 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, the “Farm Credit Equity Documents”), which describe the nature of the stock and/or other equities in such a Farm Credit Lender or its Affiliate required to be acquired by the 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 Administrative Borrower agrees to be bound by the terms thereof.

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 Administrative Borrower that 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 Administrative Borrower will, as a condition to its eligibility to receive such patronage distributions, acquire 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 Affiliate’s bylaws and capital plan or similar documents (as each may be amended from time to time); provided, however, that, notwithstanding anything to the contrary contained herein, the maximum amount of equity that the Administrative Borrower may be required to purchase in such Farm Credit Lender or one of its Affiliates in connection with the Loans made by such Farm Credit Lender hereunder shall not exceed the maximum amount required by the applicable bylaws, capital plan and related documents, in each case, (x) as in effect (and in the form provided to the Administrative Borrower) on the Closing Date or (y) in the case of a Farm Credit Lender that becomes a Lender or Voting 127044148_2 127255152_10 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 Administrative Borrower) at the time of the closing of the related assignment or sale of participation or sub-participation. The Administrative Borrower acknowledges receipt of the bylaws and capital plan or similar documents from each Farm Credit Lender or its Affiliate (together with any similar documents delivered to the 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, the “Farm Credit Equity Documents”), which describe the nature of the stock and/or other equities in such Farm Credit Lender or its Affiliate required to be acquired by the 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 Administrative Borrower agrees to be bound by the terms thereof.

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 Administrative Borrower that 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 Administrative Borrower will, as a condition to its eligibility to receive such patronage distributions, will acquire 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 such Affiliate’s bylaws and ’s) bylaws, patronage resolutions and/or capital plan or similar documents (as each may be amended from time to time); provided, however, that, notwithstanding anything to the contrary contained herein, the maximum amount of equity that the Administrative Borrower may be required to purchase acquire in such Farm Credit Lender (or one of its Affiliates in connection with the Loans made by such Farm Credit Lender hereunder designated Affiliate) shall not exceed the maximum amount required by the applicable bylaws, patronage resolutions, capital plan and related documents, in each case, (x) as in effect (and in the form provided to the Administrative Borrower) 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 a participation or sub-participationpursuant to Section 9.04, as in effect (and in the form provided to the Administrative Borrower) at the time of the closing of the related assignment or sale of participation or sub-participation. The Administrative Borrower acknowledges receipt of (the bylaws and capital plan or similar documents from each Farm Credit Lender or its Affiliate (together with any similar documents delivered to the 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, the “Farm Credit Equity Documents”), which describe the nature of the stock and/or other equities in such Farm Credit Lender or its Affiliate Interests so required to be acquired by the Administrative Borrower in connection with the Term Loans made (or participated in) by such Farm Credit Lender (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, . Each Farm Credit Lender party hereto as of the Effective Date acknowledges and agrees that the Administrative Borrower agrees to be bound amount of Farm Credit Equities in such Farm Credit Lender (or its designated Affiliate) acquired by the terms thereofBorrower on or prior to the Effective Date satisfies the requirements of this Section 5.11 with respect to such Farm Credit Lender (or its designated Affiliate).

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 (ii) such Farm Credit Lender has notified the Administrative each other Borrower that it is eligible to receive patronage distributions directly from such Farm Credit Lender or one of its Affiliates on account acts as a Relevant Borrower under this Agreement (or, alternatively, all of the Term Loans made (or participated inBorrowers acting collectively) by such Farm Credit Lender hereunder, the Administrative Borrower will, as a condition to its eligibility to receive such patronage distributions, will acquire 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 Affiliate’s bylaws and capital plan or similar documents plan, as applicable, (as each may be amended from time to time); provided, however, except that, notwithstanding anything any other agreement to the contrary contained hereincontrary, the maximum amount of equity that the Administrative Borrower Borrower(s) may be required to purchase (x) in such each Farm Credit Lender or one of its Affiliates in connection with the Loans made by such Farm Credit 66 Lender hereunder shall may not exceed the maximum amount required permitted by such Farm Credit Lender’s bylaws and the applicable bylawscapital plan, capital plan and related documents, in each caseas applicable, (x1) as in effect (and in at the form provided to the Administrative Borrower) 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 a participation or sub-participationAccordion Increase, as in effect (and in the form provided to the Administrative Borrower) at the time of the closing of the related assignment or sale of participation or sub-participationAccordion Increase, and (y) in all Farm Credit Lenders in the aggregate may not exceed $10,000. The Administrative Borrower acknowledges Borrower(s) acknowledge receipt of the a copy of (i) each Farm Credit Lender’s most recent annual report, and if more recent, it’s latest quarterly report, (ii) each Farm Credit Lender’s Notice to Prospective Stockholders (or other applicable notice document) and (iii) each Farm Credit Lender’s bylaws and capital plan plan, as applicable (and, if applicable, any related loan or similar documents from each Farm Credit Lender or its Affiliate (together with any similar documents delivered to the 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, the “Farm Credit Equity Documents”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 such each Farm Credit Lender or its Affiliate required to be acquired by the Administrative Borrower in connection with its patronage loan from the Term 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 Administrative Borrower agrees to be bound by the terms thereof.

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 Administrative Borrower that it is eligible to receive patronage distributions directly from such Farm Credit Lender Member or one of its Affiliates on account of the Term Loans A-2 Loan made (or participated in) by such Farm Credit Lender Member hereunder, the Administrative Borrower willshall, as a condition to its eligibility to receive receiving such patronage distributions, acquire 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 Affiliate’s bylaws and capital plan or similar documents (as each may be amended from time to time); provided, however, that, notwithstanding anything to the contrary contained herein, the maximum amount of equity Equity Interests that the Administrative Borrower may be required to purchase in such Farm Credit Lender Member or one of its Affiliates in connection with the Term A-2 Loans made by such Farm Credit Lender Member hereunder shall not exceed the maximum amount required by the applicable bylaws, capital plan and related documents, in each case, (xA) as in effect (and in the form provided to the Administrative Borrower) 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 Administrative Borrower) at the time of the closing of the related assignment or sale of participation or sub-participation. The Administrative Borrower acknowledges receipt of the bylaws and capital plan or similar documents from each the Farm Credit Lender or its Affiliate Members identified on Schedule 6.15 as of the Closing Date (together with any similar documents delivered to the Administrative 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, the “Farm Credit Equity Documents”), which describe the nature of the stock and/or other equities Equity Interests in such a Farm Credit Lender Member or its Affiliate required to be acquired by the Administrative 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 Administrative Borrower agrees to be bound by the terms thereof.

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 Administrative Borrower Borrowers that it is the Borrowers are 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 Administrative Borrower will, as a condition Borrowers will acquire (and such Farm Credit Lender will make available to its eligibility to receive such patronage distributions, acquire 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 Affiliate’s Affiliates’ bylaws and capital plan or similar documents (as each may be amended from time to time); provided, however, that, notwithstanding anything to the contrary contained herein, provided that the maximum amount of equity that the Administrative Borrower Borrowers may be required to purchase in such Farm Credit Lender or one of its Affiliates Affiliate in connection with the portion of the Loans made by such Farm Credit Lender hereunder shall not exceed the maximum amount required permitted by the applicable bylaws, capital plan and related documents, in each case, documents (x) as in effect (and in the form provided to the Administrative BorrowerBorrowers) 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 Administrative BorrowerBorrowers) at the time of the closing of the related assignment or sale of participation or sub-participation. The Administrative Borrower acknowledges receipt CoBank confirms delivery to the Borrowers, and the Borrowers acknowledge receipt, of the bylaws and capital plan or similar documents from each 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 or its Affiliate (together with pursuant to Section 9.6(b), acknowledge receipt of any similar documents delivered to the Administrative Borrower in connection with Borrowers by 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 such a Farm Credit Lender or its Affiliate required to be acquired by the Administrative Borrower Borrowers 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 Administrative Borrower agrees 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 9.199.20 in respect of the Closing Date Term Loan Commitments as of the Closing Date.

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 Administrative Borrower that 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 Administrative Borrower will, as a condition to its eligibility to receive such patronage distributions, acquire 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 Affiliate’s bylaws and capital 127255152_10 plan or similar documents (as each may be amended from time to time); provided, however, that, notwithstanding anything to the contrary contained herein, the maximum amount of equity that the Administrative Borrower may be required to purchase in such Farm Credit Lender or one of its Affiliates in connection with the Loans made by such Farm Credit Lender hereunder shall not exceed the maximum amount required by the applicable bylaws, capital plan and related documents, in each case, (x) as in effect (and in the form provided to the Administrative 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 Administrative Borrower) at the time of the closing of the related assignment or sale of participation or sub-participation. The Administrative Borrower acknowledges receipt of the bylaws and capital plan or similar documents from each Farm Credit Lender or its Affiliate (together with any similar documents delivered to the 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, the “Farm Credit Equity Documents”), which describe the nature of the stock and/or other equities in such Farm Credit Lender or its Affiliate required to be acquired by the 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 Administrative Borrower agrees to be bound by the terms thereof.

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 Administrative Borrower that 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 Administrative Borrower will, as a condition will acquire (and such Farm Credit Lender will make available to its eligibility to receive such patronage distributions, acquire the 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 Affiliate’s Affiliates’ bylaws and capital plan or similar documents (as each may be amended from time to time); provided, however, that, notwithstanding anything to the contrary contained herein, except that the maximum amount of equity that the Administrative Borrower may be required to purchase in such Farm Credit Lender or one of its Affiliates Affiliate in connection with the portion of the Term A-2 Loans made by such Farm Credit Lender hereunder shall may not exceed the maximum amount required permitted by the applicable bylaws, capital plan and related documents, in each case, documents (x) as in effect (and in at the form provided to the Administrative Borrower) 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 a participation or sub-participation, as in effect (and in the form provided to the Administrative Borrower) at the time of the closing of the related assignment or sale of participation or sub-participation. The Administrative Borrower acknowledges receipt of the bylaws and capital plan or similar documents from each the respective Farm Credit Lenders as of the Execution Date that are listed on Schedule 5.02(f) (and will upon reasonable request, and subject to the Borrower’s consent to such assignment or sale of a participation by such Farm Credit Lender pursuant to Section 11.06(b)(iii) or its Affiliate (together with Section 11.06(i), acknowledge receipt of any similar documents delivered to the Administrative Borrower in connection with by 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, ) (the “Farm Credit Equity Documents”), which describe the nature of the stock and/or other equities in such a Farm Credit Lender or its Affiliate required to be acquired by the Administrative 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 Administrative Borrower agrees to be bound by the terms thereof.