Common use of Farm Credit Equity and Security Clause in Contracts

Farm Credit Equity and Security. (a) So long as a Farm Credit Lender is a Lender hereunder, the Company will acquire equity in such Farm Credit Lender in such amounts and at such times as such Farm Credit Lender may require in accordance with such Farm Credit Lender’s Bylaws and Capital Plan (or their equivalent) (as each may be amended from time to time), except that the maximum amount of equity that the Company shall be required pursuant to this sentence to purchase in such Farm Credit Lender in connection with the Loans made by such Farm Credit Lender shall not exceed the maximum amount required by the Bylaws and the Capital Plan (or the equivalent) on the Original Closing Date. The Company acknowledges receipt of documents from each Farm Credit Lender that describe the nature of the applicable Borrowers’ stock and other equities in such Farm Credit Lender acquired in connection with its patronage loan from such Farm Credit Lender (the “Farm Credit Equities”) as well as capitalization requirements, and agrees to be bound by the terms thereof. (b) Each party hereto acknowledges that each Farm Credit Lender’s Bylaws and Capital Plan (or their equivalent) (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 Company’s patronage with such Farm Credit Lender, (y) the Company’s eligibility for patronage distributions from such Farm Credit Lender (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. (c) Each party hereto acknowledges that each Farm Credit Lender has a statutory first lien pursuant to the Farm Credit Act of 1971 (as amended from time to time) on all Farm Credit Equities that the Company 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 shall not constitute security for the Obligations due to any other Secured Party. To the extent that any of the Loan Documents create a Lien on the Farm Credit Equities or on patronage accrued by such Farm Credit Lender for the account of the Company (including, in each case, proceeds thereof), 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 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 to amounts due under this Agreement. The Company acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the Company. CoBank shall have no obligation to retire the Farm Credit Equities upon any Event of Default, Default or any other default by the Company or any other Loan Party, or at any other time, either for application to the Obligations or otherwise.

Farm Credit Equity and Security. (a) So long as a Farm Credit Lender is a Lender hereunder, the Company will acquire equity in such Farm Credit Lender in such amounts and at such times as such Farm Credit Lender may require in accordance with such Farm Credit Lender’s Bylaws and Capital Plan (or their equivalent) (as each may be amended from time to time), except that the maximum amount of equity that the Company shall be required pursuant to this sentence to purchase in such Farm Credit Lender in connection with the Loans made by such Farm Credit Lender shall not exceed the maximum amount required by the Bylaws and the Capital Plan (or the equivalent) on the Original Closing Restatement Effective Date. The Company acknowledges receipt of documents from each Farm Credit Lender that describe the nature of the applicable Borrowers’ cash patronage, stock and other equities in such Farm Credit Lender acquired in connection with its patronage loan from such Farm Credit Lender (the “Farm Credit Equities”) as well as capitalization requirements, and agrees to be bound by the terms thereof. (b) Each party hereto acknowledges that each Farm Credit Lender’s Bylaws and Capital Plan (or their equivalent) (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 Company’s patronage with such Farm Credit Lender, (y) the Company’s eligibility for patronage distributions from such Farm Credit Lender (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. (c) Each party hereto acknowledges that each Farm Credit Lender has a statutory first lien pursuant to the Farm Credit Act of 1971 (as amended from time to time) on all Farm Credit Equities that the Company 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 shall not constitute security for the Obligations due to any other Secured Party. To the extent that any of the Loan Documents create a Lien on the Farm Credit Equities or on patronage accrued by such Farm Credit Lender for the account of the Company (including, in each case, proceeds thereof), such Lien shall be for such Farm Credit Lender’s sole and exclusive benefit and shall not be subject to pro rata sharing hereunderparty hereto. Neither the 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 to amounts due owed to such Farm Credit Lender under this Agreement, whether or not such amounts are currently due and payable. The Company acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the Company. CoBank shall have no obligation to retire the Farm Credit Equities upon any Event of Default, Default or any other default by the Company or any other Loan Party, or at any other time, either for application to the Obligations or otherwise.

Farm Credit Equity and Security. (a) So long as a any Farm Credit Lender is a Lender hereunder, the Company Borrower will (i) maintain its status as an entity eligible to borrow from such Farm Credit Lenders, and (ii) acquire equity in such Farm Credit Lender Lenders in such amounts and at such times as such each Farm Credit Lender may require in accordance with such Farm Credit Lender’s Bylaws its bylaws and Capital Plan (or their equivalent) capital plan (as each may be amended or otherwise modified from time to time), except that the maximum amount of equity that the Company shall Borrower may be required pursuant to this sentence to purchase in such each Farm Credit Lender in connection with the Loans made by such Farm Credit Lender shall may not exceed the maximum amount required permitted by the Bylaws bylaws and capital plan of such Farm Credit Lender at the Capital Plan (or the equivalent) on the Original Closing Datetime this Agreement is entered into. The Company Borrower acknowledges receipt of documents from a copy of (x) the most recent annual report, and if more recent, latest quarterly report for each Farm Credit Lender that Lender, (y) the Notice to Prospective Stockholders provided by CoBank, and any similar notice provided by the other Farm Credit Lenders and (z) the bylaws and capital plan of each Farm Credit Lender, which describe the nature of all of the applicable Borrowers’ Borrower’s cash patronage, stock and other equities in such each Farm Credit Lender acquired in connection with its patronage loan from such Farm Credit Lender Lenders (the “Farm Credit Equities”) as well as capitalization requirements, and agrees to be bound by the terms thereof. (b) Each party hereto acknowledges that each Farm Credit Lender’s Bylaws the bylaws and Capital Plan (or their equivalent) capital plan (as each may be amended from time to time) of each Farm Credit Lender 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 CompanyBorrower’s patronage with such Farm Credit Lender, (yii) the CompanyBorrower’s eligibility for patronage distributions from such each Farm Credit Lender (in the form of Farm Credit Equities equities and cash) and (ziii) 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. (c) Each party hereto acknowledges that each Farm Credit Lender has a statutory first lien pursuant to the Farm Credit Act of 1971 (as amended from time to time) on all each applicable Farm Credit Equities Lender has a statutory first Lien on its Farm Credit Equities, as the case may be, that the Company Borrower may now own or hereafter acquire, which statutory lien Lien shall be for such each applicable Farm Credit Lender’s sole and exclusive benefit. The Farm Credit Equities Equities, as the case may be, shall not constitute security for or form a part of the Obligations due to any other Secured PartyCollateral. To the extent that any of the Loan Documents create a Lien on the Farm Credit Equities of the applicable Farm Credit Lender or on patronage accrued by such the applicable Farm Credit Lender for the account of the Company (including, in each case, Borrower or proceeds thereof), such Lien shall be for such each applicable Farm Credit Lender’s sole and exclusive benefit and no other Lender Party shall not be subject to pro rata sharing hereunderhave any right, title or interest therein. Neither the Farm Credit Equities nor any accrued patronage thereon shall be offset against the Obligations Obligations, except that, in the event of an Event of Default, a each applicable Farm Credit Lender may elect, solely at its discretion, to apply the cash portion of any patronage distribution or retirement of equity to amounts due owed to such Farm Credit Lender under this Agreement, whether or not such amounts are currently due and payable. The Company Borrower acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the CompanyBorrower. CoBank No applicable Farm Credit Lender shall have no any obligation to retire the its Farm Credit Equities upon at any time, including during the continuance of any Default or Event of Default, Default or any other default by the Company or any other Loan Party, or at any other time, either for application to the Obligations or otherwise. (d) The Borrower acknowledges and agrees that it shall not receive any patronage with respect to the Farm Credit Equities of AgSouth purchased by it.

Farm Credit Equity and Security. (a) So long as a Farm Credit Lender is a Lender hereunder, the Company will acquire equity in such Farm Credit Lender in such amounts and at such times as such Farm Credit Lender may require in accordance with such Farm Credit Lender’s Bylaws and Capital Plan (or their equivalent) (as each may be amended from time to time), except that the maximum amount of equity that the Company shall be required pursuant to this sentence to purchase in such Farm Credit Lender in connection with the Loans made by such Farm Credit Lender shall not exceed the maximum amount required by the Bylaws and the Capital Plan (or the equivalent) on the Original Closing Restatement Effective Date. The Company acknowledges receipt of documents from each Farm Credit Lender that describe the nature of the applicable Borrowers’ stock and other equities in such Farm Credit Lender acquired in connection with its patronage loan from such Farm Credit Lender (the “Farm Credit Equities”) as well as capitalization requirements, and agrees to be bound by the terms thereof. (b) Each party hereto acknowledges that each Farm Credit Lender’s Bylaws and Capital Plan (or their equivalent) (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 Company’s patronage with such Farm Credit Lender, (y) the Company’s eligibility for patronage distributions from such Farm Credit Lender (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. (c) Each party hereto acknowledges that each Farm Credit Lender has a statutory first lien pursuant to the Farm Credit Act of 1971 (as amended from time to time) on all Farm Credit Equities that the Company 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 shall not constitute security for the Obligations due to any other Secured Party. To the extent that any of the Loan Documents create a Lien on the Farm Credit Equities or on patronage accrued by such Farm Credit Lender for the account of the Company (including, in each case, proceeds thereof), 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 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 to amounts due under this Agreement. The Company acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the Company. CoBank shall have no obligation to retire the Farm Credit Equities upon any Event of Default, Default or any other default by the Company or any other Loan Party, or at any other time, either for application to the Obligations or otherwise.

Farm Credit Equity and Security. (a) So long as a Farm Credit Lender Bank (or its Affiliate) is a Lender hereunder, the Company will each U.S. Borrower shall (i) maintain status as an entity eligible to borrow from such Farm Credit Bank (or its Affiliate) and (ii) acquire equity in such Farm Credit Lender Bank in such amounts and at such times as such Farm Credit Lender Bank may require in accordance with such Farm Credit Lender’s Bylaws the Bylaws, capitalization plan and Capital Plan (or their equivalent) internal policies thereof (as each such documentation may be amended from time to time, the “Farm Credit Equity Documents”), except that the maximum amount of equity that the Company shall U.S. Borrowers may be required pursuant to this sentence to purchase in such Farm Credit Lender Bank in connection with the Loans made by such Farm Credit Lender shall Bank (or its Affiliate) may not exceed the maximum amount required permitted by the Bylaws and applicable Farm Credit Equity Documents at the Capital Plan (or time this Agreement is entered into. In connection with the equivalent) on the Original Closing Date. The Company foregoing, Administrative Borrower acknowledges receipt of documents from each Farm Credit Lender that a copy of (x) CoBank’s most recent annual report, and if more recent, CoBank’s latest quarterly report, (y) CoBank’s Notice to Prospective Stockholders and (z) CoBank’s Bylaws and Capital Plan, which describe the nature of all of the applicable Borrowers’ stock and other equities in such Farm Credit Lender acquired in connection with its patronage loan from such Farm Credit Lender (the “Farm Credit Equities”) Equities of CoBank as well as capitalization requirements, and agrees to be bound by the terms thereofthereof to the extent CoBank is a Xxxxxx xxxxxxxxx. (b) Each party hereto Administrative Borrower acknowledges that each the applicable Farm Credit Lender’s Bylaws and Capital Plan (or their equivalent) Equity Documents (as each may be amended from time to time) shall govern (xi) the rights and obligations of the parties with respect to the corresponding Farm Credit Equities and any patronage refunds or other distributions made on account thereof or on account of the Companyany U.S. Borrower’s patronage with such Farm Credit LenderBank, (yii) the Company’s U.S. Borrowers’ eligibility for patronage distributions from such Farm Credit Lender Bank (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 Farm Credit Lender Bank reserves the right to assign or sell participations in all or any part of its (or its affiliate’s) Commitments or outstanding Loans hereunder on a non-patronage basis. (c) Each Notwithstanding anything herein or in any other Loan Document, each party hereto acknowledges that each that: (i) the Farm Credit Lender has Banks have a statutory first lien Lien pursuant to the Farm Credit Act of 1971 (as amended from time to time) on all applicable Farm Credit Equities that the Company U.S. Borrowers may now own or hereafter acquire, which statutory lien Lien shall be for such Farm Credit LenderBank’s (or its affiliate’s) sole and exclusive benefit. The ; (ii) during the existence of any Event of Default, such Farm Credit Bank may at its sole discretion, but shall not be required to, foreclose on its statutory first Lien on the Farm Credit Equities and/or set off the value thereof or of any cash patronage against the Obligations; (iii) during the existence of any Event of Default, each Farm Credit Bank may at its sole discretion, but shall not be required to, without notice except as required by applicable law, retire and cancel all or part of the Farm Credit Equities owned by or allocated to Borrowers in accordance with the Farm Credit Act of 1971 (as amended from time to time) and any regulations promulgated pursuant thereto in total or partial liquidation of the Obligations for such value as may be required pursuant applicable law and the applicable Farm Credit Equity Documents (as each may be amended from time to time); (iv) the Farm Credit Equities shall not constitute security for the Obligations due to Administrative Agent for the benefit of any Lender or Secured Party other Secured Party. To than the applicable Farm Credit Bank; (v) to the extent that any of the Loan Documents create a Lien on the Farm Credit Equities or on patronage accrued by such Farm Credit Lender for the account of the Company (including, in each case, proceeds thereof)Equities, such Lien shall be for such the applicable Farm Credit LenderBank’s (or its Affiliate’s) sole and exclusive benefit and shall not be subject to pro rata sharing hereunder. Neither ; (vi) any setoff effectuated pursuant to the preceding clause (ii) or (iii) may be undertaken whether or not the Obligations are currently due and payable; and (vii) no 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 to amounts due under this Agreement. The Company acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the Company. CoBank Bank shall have no any obligation to retire the applicable Farm Credit Equities upon any Event of Default, Default or any other default by the Company U.S. Borrowers or any other Loan PartyObligor, or at any other time, either for application to the Obligations or otherwise. U.S. Borrowers acknowledge that any corresponding tax liability associated with any Farm Credit Bank’s application of the value of Farm Credit Equities to any portion of the Obligations is the sole responsibility of Borrowers.

Farm Credit Equity and Security. (a) So long as a Farm Credit Lender is a Lender hereunder, the Company Borrower will acquire acquire, directly or through one or more of its Subsidiaries (and such Farm Credit Lender will make available to the Borrower or its applicable Subsidiaries for purchase) equity in such Farm Credit Lender in such amounts and at such times as such Farm Credit Lender may require in accordance with such Farm Credit Lender’s Bylaws and Capital Plan (or their equivalent) (as each may be amended from time to time), except that the maximum amount of equity that the Company Borrower shall be required pursuant to this sentence to purchase purchase, directly or through its applicable Subsidiaries, in such Farm Credit Lender in connection with the Loans made by such Farm Credit Lender shall not exceed the maximum amount required by the Bylaws and the Capital Plan (or the equivalent) on the Original Closing Restatement Effective Date. The Company Borrower acknowledges receipt of documents from each Farm Credit Lender that describe the nature of the applicable Borrowers’ Borrower’s stock and other equities in such Farm Credit Lender acquired in connection with its patronage loan from such Farm Credit Lender (the “Farm Credit Equities”) as well as capitalization requirements, and agrees to be bound by the terms thereof. (b) Each party hereto acknowledges that each Farm Credit Lender’s Bylaws and Capital Plan (or their equivalent) (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 CompanyBorrower’s patronage with such Farm Credit Lender, (y) the CompanyBorrower’s eligibility for patronage distributions from such Farm Credit Lender (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. (c) Each party hereto acknowledges that each Farm Credit Lender has a statutory first lien pursuant to the Farm Credit Act of 1971 (as amended from time to time) on all Farm Credit Equities that the Company Borrower may now own or hereafter acquire, which statutory lien shall be for such Farm Credit LenderXxxxxx’s sole and exclusive benefit. The Farm Credit Equities shall not constitute security for the Obligations due to any other Secured Party. To the extent that any of the Loan Documents create a Lien on the Farm Credit Equities or on patronage accrued by such Farm Credit Lender for the account of the Company Borrower (including, in each case, proceeds thereof), such Lien shall be for such Farm Credit LenderXxxxxx’s sole and exclusive benefit and shall not be subject to pro rata sharing hereunder. Neither the 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 to amounts due under this Agreement. The Company Borrower acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the CompanyBorrower. CoBank CoBank, ACB shall have no obligation to retire the Farm Credit Equities upon any Event of Default, Default or any other default by the Company Borrower or any other Loan Party, or at any other time, either for application to the Obligations or otherwise.

Farm Credit Equity and Security. (a) So long as a Farm Credit Lender is a Lender hereunder, the Company Borrower will acquire acquire, directly or through one or more of its Subsidiaries (and such Farm Credit Lender will make available to the Borrower or its applicable Subsidiaries for purchase) equity in such Farm Credit Lender in such amounts and at such times as such Farm Credit Lender may require in accordance with such Farm Credit Lender’s Bylaws and Capital Plan (or their equivalent) (as each may be amended from time to time), except that the maximum amount of equity that the Company Borrower shall be required pursuant to this sentence to purchase purchase, directly or through its applicable Subsidiaries, in such Farm Credit Lender in connection with the Loans made by such Farm Credit Lender shall not exceed the maximum amount required by the Bylaws and the Capital Plan (or the equivalent) on the Original Closing Restatement Effective Date. The Company Borrower acknowledges receipt of documents from each Farm Credit Lender that describe the nature of the applicable Borrowers’ Borrower’s stock and other equities in such Farm Credit Lender acquired in connection with its patronage loan from such Farm Credit Lender (the “Farm Credit Equities”) as well as capitalization requirements, and agrees to be bound by the terms thereof. (b) Each party hereto acknowledges that each Farm Credit Lender’s Bylaws and Capital Plan (or their equivalent) (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 CompanyBorrower’s patronage with such Farm Credit Lender, (y) the CompanyBorrower’s eligibility for patronage distributions from such Farm Credit Lender (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. (c) Each party hereto acknowledges that each Farm Credit Lender has a statutory first lien pursuant to the Farm Credit Act of 1971 (as amended from time to time) on all Farm Credit Equities that the Company 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 shall not constitute security for the Obligations due to any other Secured Party. To the extent that any of the Loan Documents create a Lien on the Farm Credit Equities or on patronage accrued by such Farm Credit Lender for the account of the Company Borrower (including, in each case, proceeds thereof), 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 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 to amounts due under this Agreement. The Company Borrower acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the CompanyBorrower. CoBank CoBank, ACB shall have no obligation to retire the Farm Credit Equities upon any Event of Default, Default or any other default by the Company Borrower or any other Loan Party, or at any other time, either for application to the Obligations or otherwise.

Farm Credit Equity and Security. (a) So long as a Farm Credit Lender is a Lender hereunder, the Company will acquire equity in such Farm Credit Lender in such amounts and at such times as such Farm Credit Lender may require requires in accordance with such Farm Credit Lender’s Bylaws bylaws and Capital Plan capital plan (or their equivalent) (as each may be amended from time to time), except that the maximum amount of equity that the Company shall be required pursuant to this sentence to purchase in such Farm Credit Lender in connection with the Loans made by such Farm Credit Lender shall not exceed the maximum amount required by the Bylaws bylaws and the Capital Plan capital plan (or the equivalent) as in effect on the Original Closing Effective Date. The Company acknowledges receipt receipt, as of the Effective Date and to the extent applicable, of documents from each Farm Credit Lender that describe the nature of the applicable Borrowers’ Company’s cash patronage, stock and other equities in such Farm Credit Lender acquired in connection with its patronage loan from such Farm Credit Lender (the “Farm Credit Equities”) as well as capitalization requirements, and agrees to be bound by the terms thereof. The Company acknowledges that the Loans are non-patronage loans. (b) Each party hereto acknowledges that each Farm Credit Lender’s Bylaws bylaws and Capital Plan capital plan (or their equivalent) (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 Company’s patronage with such Farm Credit Lender, (yii) the Company’s eligibility for patronage distributions from such Farm Credit Lender (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 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. (c) Each party hereto acknowledges that each Farm Credit Lender has a statutory first lien pursuant to the Farm Credit Act of 1971 (as amended from time to time) on all any Farm Credit Equities in such Farm Credit Lender that the Company 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 shall not constitute security for the Obligations due to any other Secured PartyPerson. To the extent that any of the Loan Documents create a Lien on the Farm Credit Equities or on patronage accrued by such Farm Credit Lender for the account of the Company (including, in each case, proceeds thereof), 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 The Farm Credit Equities nor any accrued patronage shall not 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 to amounts due owed to such Farm Credit Lender under this Agreement, whether or not such amounts are currently due and payable. The Company acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the Company. CoBank No Farm Credit Lender shall have no any obligation to retire the Farm Credit Equities upon any Event of Default, Default or any other default by the Company or any other Loan Party, or at any other time, either for application to the Obligations or otherwise.

Farm Credit Equity and Security. (a) So long as a any Farm Credit Lender is a Lender hereunder, the Company Borrower will (i) maintain its status as an entity eligible to borrow from such Farm Credit Lenders, and (ii) acquire equity in such Farm Credit Lender Lenders in such amounts and at such times as such each Farm Credit Lender may require in accordance with such Farm Credit Lender’s Bylaws its bylaws and Capital Plan (or their equivalent) capital plan (as each may be amended or otherwise modified from time to time), except that the maximum amount of equity that the Company shall Borrower may be required pursuant to this sentence to purchase in such each Farm Credit Lender in connection with the Loans made by such Farm Credit Lender shall may not exceed the maximum amount required permitted by the Bylaws bylaws and capital plan of such Farm Credit Lender at the Capital Plan (or the equivalent) on the Original Closing Datetime this Agreement is entered into. The Company Borrower acknowledges receipt of documents from a copy of (x) the most recent annual report, and if more recent, latest quarterly report for each Farm Credit Lender that Lender, (y) the Notice to Prospective Stockholders provided by CoBank, and any similar notice provided by the other Farm Credit Lenders and (z) the bylaws and capital plan of each Farm Credit Lender, which describe the nature of all of the applicable Borrowers’ Borrower’s stock and other equities in such each Farm Credit Lender acquired in connection with its patronage loan from such Farm Credit Lender Lenders (the “Farm Credit Equities”) as well as capitalization requirements, and agrees to be bound by the terms thereof. (b) Each party hereto acknowledges that each Farm Credit Lender’s Bylaws the bylaws and Capital Plan (or their equivalent) capital plan (as each may be amended from time to time) of each Farm Credit Lender 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 Company’s Borrower's patronage with such Farm Credit Lender, (yii) the Company’s Borrower's eligibility for patronage distributions from such each Farm Credit Lender (in the form of Farm Credit Equities equities and cash) and (ziii) 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. (c) Each party hereto acknowledges that each Farm Credit Lender has a statutory first lien pursuant to the Farm Credit Act of 1971 (as amended or otherwise modified from time to time) on all each applicable Farm Credit Equities Lender has a statutory first Lien on its Farm Credit Equities, as the case may be, that the Company Borrower may now own or hereafter acquire, which statutory lien Lien shall be for such each applicable Farm Credit Lender’s sole and exclusive benefit. The Farm Credit Equities Equities, as the case may be, shall not constitute security for or form a part of the Obligations due to any other Secured PartyCollateral. To the extent that any of the Loan Documents create a Lien on the Farm Credit Equities of the applicable Farm Credit Lender or on patronage accrued by such the applicable Farm Credit Lender for the account of the Company (including, in each case, Borrower or proceeds thereof), such Lien shall be for such each applicable Farm Credit Lender’s sole and exclusive benefit and no other Lender Party shall not be subject to pro rata sharing hereunderhave any right, title or interest therein. Neither the Farm Credit Equities nor any accrued patronage thereon shall be offset against the Obligations Obligations, except that, in the event of an Event of Default, a each applicable Farm Credit Lender may elect, solely at its discretion, elect to apply the cash portion of any patronage distribution or retirement of equity to amounts due under this Agreement. The Company Borrower acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the CompanyBorrower. CoBank No applicable Farm Credit Lender shall have no any obligation to retire the its Farm Credit Equities upon at any time, including during the continuance of any Default or Event of Default, Default or any other default by the Company or any other Loan Party, or at any other time, either for application to the Obligations or otherwise. (d) The Borrower acknowledges and agrees that it shall not receive any patronage with respect to the Farm Credit Equities of AgSouth purchased by it.

Farm Credit Equity and Security. (a) So long as a any Farm Credit Lender is a Lender hereunder, the Company Borrower will (i) maintain its status as an entity eligible to borrow from such Farm Credit Lenders as and to the extent each Farm Credit Lender may require in accordance with its bylaws and capital plan (as each may be amended or otherwise modified from time to time) and (ii) acquire equity in such Farm Credit Lender Lenders in such amounts and at such times as such and to the extent each Farm Credit Lender may require in accordance with such Farm Credit Lender’s Bylaws its bylaws and Capital Plan (or their equivalent) capital plan (as each may be amended or otherwise modified from time to time), except that the maximum amount of equity that the Company shall Borrower may be required pursuant to this sentence to purchase in such each Farm Credit Lender in connection with the Loans made by such Farm Credit Lender shall may not exceed the maximum amount required permitted by the Bylaws bylaws and capital plan of such Farm Credit Lender at the Capital Plan (or the equivalent) on the Original Closing Datetime this Agreement is entered into. The Company Borrower acknowledges receipt of documents from a copy of (x) the most recent annual report, and if more recent, the latest quarterly report for each Farm Credit Lender, (y) the Notice to Prospective Stockholders (or similar notice) provided by each Farm Credit Lender that and (z) the bylaws and capital plan of each Farm Credit Lender, which describe the nature of all of the applicable Borrowers’ Borrower’s cash patronage, stock and other equities in such each Farm Credit Lender acquired in connection with its patronage loan from such Farm Credit Lender Lenders (the “Farm Credit Equities”) as well as capitalization requirements, and agrees to be bound by the terms thereof. (b) Each party hereto acknowledges that each Farm Credit Lender’s Bylaws the bylaws and Capital Plan (or their equivalent) capital plan (as each may be amended from time to time) of each Farm Credit Lender 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 CompanyBorrower’s patronage with such Farm Credit Lender, (yii) the CompanyBorrower’s eligibility for patronage distributions from such each Farm Credit Lender (in the form of Farm Credit Equities equities and cash) and (ziii) 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, subject, in each case, to the consent of the Borrower to the extent required as set forth in Section 10.06(b). (c) Each Notwithstanding anything herein or in any other Loan Document to the contrary, each party hereto acknowledges that each Farm Credit Lender has a statutory first lien that: (i) pursuant to the Farm Credit Act of 1971 (as amended from time to time) on all each applicable Farm Credit Equities Lender has a statutory first Lien on its Farm Credit Equities, as the case may be, that the Company Borrower may now own or hereafter acquire, which statutory lien Lien shall be for such each applicable Farm Credit LenderXxxxxx’s sole and exclusive benefit. The ; (ii) during the existence of any Event of Default, each Farm Credit Lender may at its sole discretion, but shall not be required to, foreclose on its statutory first Lien on the applicable Farm Credit Equities and/or set off the value thereof or of any cash patronage against the Obligations; (iii) during the existence of any Event of Default, each Farm Credit Lender may at its sole discretion, but shall not be required to, without notice except as required by applicable Law, retire and cancel all or part of its respective Farm Credit Equities owned by or allocated to the Borrower in accordance with the Farm Credit Act of 1971 (as amended from time to time) and any regulations promulgated pursuant thereto in total or partial liquidation of the Obligations for such value as may be required pursuant to applicable law and each Farm Credit Lender’s bylaws and capital plan (as each may be amended from time to time); (iv) the Farm Credit Equities, as the case may be, shall not constitute security for the Obligations due to the Administrative Agent for the benefit of any Lender other Secured Party. To than for the applicable Farm Credit Lender; (v) to the extent that any of the Loan Documents create a Lien on the Farm Credit Equities of the applicable Farm Credit Lender or on patronage accrued by such the applicable Farm Credit Lender for the account of the Company (including, in each case, Borrower or proceeds thereof), such Lien shall be for such each applicable Farm Credit Lender’s sole and exclusive benefit and shall not be subject to pro rata sharing hereunder. Neither ; any setoff effectuated pursuant to the preceding clauses (ii) or (iii) may be undertaken whether or not the Obligations are currently due and payable and (vii) no applicable Farm Credit Lender shall have any obligation pursuant to this Agreement to retire its Farm Credit Equities nor at any accrued patronage shall be offset against time, including during the Obligations except that, in the event continuance of an any Default or Event of Default, a Farm Credit Lender may elect, solely at its discretion, either for application to apply the cash portion of any patronage distribution Obligations or retirement of equity to amounts due under this Agreementotherwise. The Company Borrower acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the Company. CoBank shall have no obligation to retire the Farm Credit Equities upon any Event of Default, Default or any other default by the Company or any other Loan Party, or at any other time, either for application to the Obligations or otherwiseBorrower.

Farm Credit Equity and Security. (a) So long as a Farm Credit Lender is a Lender hereunder, the Company Borrower will acquire acquire, directly or through one or more of its Subsidiaries (and such Farm Credit Lender will make available to the Borrower or its applicable Subsidiaries for purchase) equity in such Farm Credit Lender in such amounts and at such times as such Farm Credit Lender may require in accordance with such Farm Credit Lender’s Bylaws and Capital Plan (or their equivalent) (as each may be amended from time to time), except that the maximum amount of equity that the Company Borrower shall be required pursuant to this sentence to purchase purchase, directly or through its applicable Subsidiaries, in such Farm Credit Lender in connection with the Loans made by such Farm Credit Lender shall not exceed the maximum amount required by the Bylaws and the Capital Plan (or the equivalent) on the Original Closing Date. The Company Borrower acknowledges receipt of documents from each Farm Credit Lender that describe the nature of the applicable Borrowers’ Borrower’s stock and other equities in such Farm Credit Lender acquired in connection with its patronage loan from such Farm Credit Lender (the “"Farm Credit Equities”") as well as capitalization requirements, and agrees to be bound by the terms thereof. (b) Each party hereto acknowledges that each Farm Credit Lender’s Bylaws and Capital Plan (or their equivalent) (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 CompanyBorrower’s patronage with such Farm Credit Lender, (y) the CompanyBorrower’s eligibility for patronage distributions from such Farm Credit Lender (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. (c) Each party hereto acknowledges that each Farm Credit Lender has a statutory first lien pursuant to the Farm Credit Act of 1971 (as amended from time to time) on all Farm Credit Equities that the Company 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 shall not constitute security for the Obligations due to any other Secured Party. To the extent that any of the Loan Documents create a Lien on the Farm Credit Equities or on patronage accrued by such Farm Credit Lender for the account of the Company Borrower (including, in each case, proceeds thereof), 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 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 to amounts due under this Agreement. The Company Borrower acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the CompanyBorrower. CoBank CoBank, ACB shall have no obligation to retire the Farm Credit Equities upon any Event of Default, Default or any other default by the Company Borrower or any other Loan Party, or at any other time, either for application to the Obligations or otherwise.

Farm Credit Equity and Security. (a) So long as a Farm Credit Lender is a Lender hereunder, the Company Borrower will acquire acquire, directly or through one or more of its Subsidiaries (and such Farm Credit Lender will make available to the Borrower or its applicable Subsidiaries for purchase) equity in such Farm Credit Lender in such amounts and at such times as such Farm Credit Lender may require in accordance with such Farm Credit Lender’s Bylaws and Capital Plan (or their equivalent) (as each may be amended from time to time), except that the maximum amount of equity that the Company Borrower shall be required pursuant to this sentence to purchase purchase, directly or through its applicable Subsidiaries, in such Farm Credit Lender in connection with the Loans made by such Farm Credit Lender shall not exceed the maximum amount required by the Bylaws and the Capital Plan (or the equivalent) on the Original Closing Date. The Company Borrower acknowledges receipt of documents from each Farm Credit Lender that describe the nature of the applicable Borrowers’ Borrower’s stock and other equities in such Farm Credit Lender acquired in connection with its patronage loan from such Farm Credit Lender (the “Farm Credit Equities”) as well as capitalization requirements, and agrees to be bound by the terms thereof. (b) Each party hereto acknowledges that each Farm Credit Lender’s Bylaws and Capital Plan (or their equivalent) (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 CompanyBorrower’s patronage with such Farm Credit Lender, (y) the CompanyBorrower’s eligibility for patronage distributions from such Farm Credit Lender (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. (c) Each party hereto acknowledges that each Farm Credit Lender has a statutory first lien pursuant to the Farm Credit Act of 1971 (as amended from time to time) on all Farm Credit Equities that the Company 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 shall not constitute security for the Obligations due to any other Secured Party. To the extent that any of the Loan Documents create a Lien on the Farm Credit Equities or on patronage accrued by such Farm Credit Lender for the account of the Company Borrower (including, in each case, proceeds thereof), 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 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 to amounts due under this Agreement. The Company Borrower acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the CompanyBorrower. CoBank CoBank, ACB shall have no obligation to retire the Farm Credit Equities upon any Event of Default, Default or any other default by the Company Borrower or any other Loan Party, or at any other time, either for application to the Obligations or otherwise.

Farm Credit Equity and Security. (a) So long as a Farm Credit Lender is a Lender hereunder, the Company will acquire equity in such Farm Credit Lender in such amounts and at such times as such Farm Credit Lender may require in accordance with such Farm Credit Lender’s Bylaws and Capital Plan (or their equivalent) (as each may be amended from time to time), except that the maximum amount of equity that the Company shall be required pursuant to this sentence to purchase in such Farm Credit Lender in connection with the Loans made by such Farm Credit Lender shall not exceed the maximum amount required by the Bylaws and the Capital Plan (or the equivalent) on the Original Closing Date. The Company acknowledges receipt of documents from each Farm Credit Lender that describe the nature of the applicable Borrowers’ stock and other equities in such Farm Credit Lender acquired in connection with its patronage loan from such Farm Credit Lender (the “Farm Credit Equities”) as well as capitalization requirements, and agrees to be bound by the terms thereof. (b) Each party hereto acknowledges that each Farm Credit Lender’s Bylaws the bylaws and Capital Plan (or their equivalent) capital plan (as each may be amended from time to time) of each Farm Credit Lender 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 CompanyBorrower’s patronage with such Farm Credit Lender, (yii) the Company’s Borrower's eligibility for patronage distributions from such each Farm Credit Lender (in the form of Farm Credit Equities equities and cash) and (ziii) 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. (cb) Each party hereto acknowledges that each Farm Credit Lender has a statutory first lien that, pursuant to the Farm Credit Act of 1971 (as amended or otherwise modified from time to time) on all ), each applicable Farm Credit Equities Lender has a statutory first Lien on its Farm Credit Equities, as the case may be, that the Company Borrower may now own or hereafter acquire, which statutory lien Lien shall be for such each applicable Farm Credit Lender’s sole and exclusive benefit. The Farm Credit Equities Equities, as the case may be, shall not constitute security for or form a part of the Obligations due to any other Secured PartyCollateral. To the extent that any of the Loan Documents create a Lien on the Farm Credit Equities of the applicable Farm Credit Lender or on patronage accrued by such the applicable Farm Credit Lender for the account of the Company (including, in each case, Borrower or proceeds thereof), such Lien shall be for such each applicable Farm Credit Lender’s sole and exclusive benefit and no other Secured Party shall not be subject to pro rata sharing hereunderhave any right, title or interest therein. Neither the Farm Credit Equities nor any accrued patronage thereon shall be offset against the Obligations Obligations, except that, in the event of an Event of Default, a each applicable Farm Credit Lender may elect, solely at its discretion, elect to apply the cash portion of any patronage distribution or retirement of equity to amounts due owed to such Farm Credit Lender under this Agreement, whether or not such amounts are currently due and payable. The Company Borrower acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the CompanyBorrower. CoBank No applicable Farm Credit Lender shall have no any obligation to retire the its Farm Credit Equities upon at any time, including during the continuance of any Default or Event of Default, Default or any other default by the Company or any other Loan Party, or at any other time, either for application to the Obligations or otherwise.

Farm Credit Equity and Security. (a) So long as a Farm Credit Lender is a Lender hereunder, the Company will acquire equity in such Farm Credit Lender in such amounts and at such times as such Farm Credit Lender may require in accordance with such Farm Credit Lender’s Bylaws and Capital Plan (or their equivalent) (as each may be amended from time to time), except that the maximum amount of equity that the Company shall be required pursuant to this sentence to purchase in such Farm Credit Lender in connection with the Loans made by such Farm Credit Lender shall not exceed the maximum amount required by the Bylaws and the Capital Plan (or the equivalent) on the Original Closing Sixth Restatement Effective Date. The Company acknowledges receipt of documents from each Farm Credit Lender that describe the nature of the applicable Borrowers’ cash patronage, stock and other equities in such Farm Credit Lender acquired in connection with its patronage loan from such Farm Credit Lender (the “Farm Credit Equities”) as well as capitalization requirements, and agrees to be bound by the terms thereof. (b) Each party hereto acknowledges that each Farm Credit Lender’s Bylaws and Capital Plan (or their equivalent) (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 Company’s patronage with such Farm Credit Lender, (y) the Company’s eligibility for patronage distributions from such Farm Credit Lender (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. (c) Each party hereto acknowledges that each Farm Credit Lender has a statutory first lien pursuant to the Farm Credit Act of 1971 (as amended from time to time) on all Farm Credit Equities that the Company 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 shall not constitute security for the Obligations due to any other Secured Party. To the extent that any of the Loan Documents create a Lien on the Farm Credit Equities or on patronage accrued by such Farm Credit Lender for the account of the Company (including, in each case, proceeds thereof), such Lien shall be for such Farm Credit Lender’s sole and exclusive benefit and shall not be subject to pro rata sharing hereunderparty hereto. Neither the 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 to amounts due owed to such Farm Credit Lender under this Agreement, whether or not such amounts are currently due and payable. The Company acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the Company. CoBank shall have no obligation to retire the Farm Credit Equities upon any Event of Default, Default or any other default by the Company or any other Loan Party, or at any other time, either for application to the Obligations or otherwise.

Farm Credit Equity and Security. (a) So long as a Farm Credit Lender is a Lender hereunder, the Company will acquire equity in such Farm Credit Lender in such amounts and at such times as such Farm Credit Lender may require requires in accordance with such Farm Credit Lender’s Bylaws bylaws and Capital Plan capital plan (or their equivalent) (as each may be amended from time to time), except that the maximum amount of equity that the Company shall be required pursuant to this sentence to purchase in such Farm Credit Lender in connection with the Loans made by such Farm Credit Lender shall not exceed the maximum amount required by the Bylaws bylaws and the Capital Plan capital plan (or the equivalent) as in effect on the Original Closing Effective Date. The Company acknowledges receipt receipt, as of the Effective Date and to the extent applicable, of documents from each Farm Credit Lender that describe the nature of the applicable Borrowers’ Company’s cash patronage, stock and other equities in such Farm Credit Lender acquired in connection with its patronage loan from such Farm Credit Lender (the “Farm Credit Equities”) as well as capitalization requirements, and agrees to be bound by the terms thereof. The Company acknowledges that the Loans are non-patronage loans. (b) Each party hereto acknowledges that each Farm Credit Lender’s Bylaws bylaws and Capital Plan capital plan (or their equivalent) (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 Company’s patronage with such Farm Credit Lender, (yii) the Company’s eligibility for patronage distributions from such Farm Credit Lender (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 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. (c) Each party hereto acknowledges that each Farm Credit Lender has a statutory first lien pursuant to the Farm Credit Act of 1971 (as amended from time to time) on all any Farm Credit Equities in such Farm Credit Lender that the Company may now own or hereafter acquire, which statutory lien shall be for such Farm Credit LenderXxxxxx’s sole and exclusive benefit. The Farm Credit Equities shall not constitute security for the Obligations due to any other Secured PartyPerson. To the extent that any of the Loan Documents create a Lien on the Farm Credit Equities or on patronage accrued by such Farm Credit Lender for the account of the Company (including, in each case, proceeds thereof), such Lien shall be for such Farm Credit LenderXxxxxx’s sole and exclusive benefit and shall not be subject to pro rata sharing hereunder. Neither the The Farm Credit Equities nor any accrued patronage shall not 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 to amounts due owed to such Farm Credit Lender under this Agreement, whether or not such amounts are currently due and payable. The Company acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the Company. CoBank No Farm Credit Lender shall have no any obligation to retire the Farm Credit Equities upon any Event of Default, Default or any other default by the Company or any other Loan Party, or at any other time, either for application to the Obligations or otherwise.

Farm Credit Equity and Security. (a) So long as a any Farm Credit Lender is a Lender hereunder, the Company Borrower will (i) maintain its status as an entity eligible to borrow from such Farm Credit Lenders, and (ii) acquire equity in such Farm Credit Lender Lenders in such amounts and at such times as such each Farm Credit Lender may require in accordance with such Farm Credit Lender’s Bylaws its bylaws and Capital Plan (or their equivalent) capital plan (as each may be amended or otherwise modified from time to time), except that the maximum amount of equity that the Company shall Borrower may be required pursuant to this sentence to purchase in such each Farm Credit Lender in connection with the Loans made by such Farm Credit Lender shall may not exceed the maximum amount required permitted by the Bylaws bylaws and capital plan of such Farm Credit Lender at the Capital Plan (or the equivalent) on the Original Closing Datetime this Agreement is entered into. The Company Borrower acknowledges receipt of documents from a copy of (x) the most recent annual report, and if more recent, latest quarterly report for each Farm Credit Lender that Lender, (y) the Notice to Prospective Stockholders provided by CoBank, and any similar notice provided by the other Farm Credit Lenders and (z) the bylaws and capital plan of each Farm Credit Lender, which describe the nature of all of the applicable Borrowers’ Borrower’s cash patronage, stock and other equities in such each Farm Credit Lender acquired in connection with its patronage loan from such Farm Credit Lender Lenders (the “Farm Credit Equities”) as well as capitalization requirements, and agrees to be bound by the terms thereof. (b) Each party hereto acknowledges that each Farm Credit Lender’s Bylaws the bylaws and Capital Plan (or their equivalent) capital plan (as each may be amended from time to time) of each Farm Credit Lender shall govern (xi) the rights and 46267678.11 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 CompanyBorrower’s patronage with such Farm Credit Lender, (yii) the CompanyBorrower’s eligibility for patronage distributions from such each Farm Credit Lender (in the form of Farm Credit Equities equities and cash) and (ziii) 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. (c) Each party hereto acknowledges that each Farm Credit Lender has a statutory first lien pursuant to the Farm Credit Act of 1971 (as amended from time to time) on all each applicable Farm Credit Equities Lender has a statutory first Lien on its Farm Credit Equities, as the case may be, that the Company Borrower may now own or hereafter acquire, which statutory lien Lien shall be for such each applicable Farm Credit Lender’s sole and exclusive benefit. The Farm Credit Equities Equities, as the case may be, shall not constitute security for the Obligations due to any other Secured Lender Party. To the extent that any of the Loan Documents create a Lien on the Farm Credit Equities of the applicable Farm Credit Lender or on patronage accrued by such the applicable Farm Credit Lender for the account of the Company Borrower (including, in each case, proceeds thereof), such Lien shall be for such each applicable Farm Credit Lender’s sole and exclusive benefit and shall not be subject to pro rata sharing hereunder. Neither the Farm Credit Equities nor any accrued patronage shall be offset against the Obligations Obligations, except that, in the event of an Event of Default, a each applicable Farm Credit Lender may elect, solely at its discretion, to apply the cash portion of any patronage distribution or retirement of equity to amounts due owed to such Farm Credit Lender under this Agreement, whether or not such amounts are currently due and payable. The Company Borrower acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the CompanyBorrower. CoBank No applicable Farm Credit Lender shall have no any obligation to retire the its Farm Credit Equities upon at any time, including during the continuance of any Default or Event of Default, Default or any other default by the Company or any other Loan Party, or at any other time, either for application to the Obligations or otherwise. (d) The Borrower acknowledges and agrees that it shall not receive any patronage with respect to the Farm Credit Equities of AgSouth purchased by it.

Farm Credit Equity and Security. (a) So long as a any Farm Credit Lender is a Lender hereunder, the Company Borrower will (i) maintain its status as an entity eligible to borrow from such Farm Credit Lenders, and (ii) acquire equity in such Farm Credit Lender Lenders in such amounts and at such times as such each Farm Credit Lender may require in accordance with such Farm Credit Lender’s Bylaws its bylaws and Capital Plan (or their equivalent) capital plan (as each may be amended or otherwise modified from time to time), except that the maximum amount of equity that the Company shall Borrower may be required pursuant to this sentence to purchase in such each Farm Credit Lender in connection with the Loans made by such Farm Credit Lender shall may not exceed the maximum amount required permitted by the Bylaws bylaws and capital plan of such Farm Credit Lender at the Capital Plan (or the equivalent) on the Original Closing Datetime this Agreement is entered into. The Company Borrower acknowledges receipt of documents from a copy of (x) the most recent annual report, and if more recent, latest quarterly report for each Farm Credit Lender that Lender, (y) the Notice to Prospective Stockholders provided by CoBank, and any similar notice provided by the other Farm Credit Lenders and (z) the bylaws and capital plan of each Farm Credit Lender, which describe the nature of all of the applicable Borrowers’ Borrower’s stock and other equities in such each Farm Credit Lender acquired in connection with its patronage loan from such Farm Credit Lender Lenders (the “Farm Credit Equities”) as well as capitalization requirements, and agrees to be bound by the terms thereof. (b) Each party hereto acknowledges that each Farm Credit Lender’s Bylaws the bylaws and Capital Plan (or their equivalent) capital plan (as each may be amended from time to time) of each Farm Credit Lender 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 CompanyBorrower’s patronage with such Farm Credit Lender, (yii) the CompanyBorrower’s eligibility for patronage distributions from such each Farm Credit Lender (in the form of Farm Credit Equities equities and cash) and (ziii) 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. (c) Each party hereto acknowledges that each Farm Credit Lender has a statutory first lien pursuant to the Farm Credit Act of 1971 (as amended or otherwise modified from time to time) on all each applicable Farm Credit Equities Lender has a statutory first Lien on its Farm Credit Equities, as the case may be, that the Company Borrower may now own or hereafter acquire, which statutory lien Lien shall be for such each applicable Farm Credit Lender’s sole and exclusive benefit. The Farm Credit Equities Equities, as the case may be, shall not constitute security for or form a part of the Obligations due to any other Secured PartyCollateral. To the extent that any of the Loan Documents create a Lien on the Farm Credit Equities of the applicable Farm Credit Lender or on patronage accrued by such the applicable Farm Credit Lender for the account of the Company (including, in each case, Borrower or proceeds thereof), such Lien shall be for such each applicable Farm Credit Lender’s sole and exclusive benefit and no other Lender Party shall not be subject to pro rata sharing hereunderhave any right, title or interest therein. Neither the Farm Credit Equities nor any accrued patronage thereon shall be offset against the Obligations Obligations, except that, in the event of an Event of Default, a each applicable Farm Credit Lender may elect, solely at its discretion, elect to apply the cash portion of any patronage distribution or retirement of equity to amounts due under this Agreement. The Company Borrower acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the CompanyBorrower. CoBank No applicable Farm Credit Lender shall have no any obligation to retire the its Farm Credit Equities upon at any time, including during the continuance of any Default or Event of Default, Default or any other default by the Company or any other Loan Party, or at any other time, either for application to the Obligations or otherwise. (d) The Borrower acknowledges and agrees that it shall not receive any patronage with respect to the Farm Credit Equities of AgSouth purchased by it.

Farm Credit Equity and Security. (a) So long as a Farm Credit Lender is a Lender hereunder, the Company will acquire equity in such Farm Credit Lender in such amounts and at such times as such Farm Credit Lender may require in accordance with such Farm Credit Lender’s Bylaws and Capital Plan (or their equivalent) (as each may be amended from time to time), except that the maximum amount of equity that the Company shall be required pursuant to this sentence to purchase in such Farm Credit Lender in connection with the Loans made by such Farm Credit Lender shall not exceed the maximum amount required by the Bylaws and the Capital Plan (or the equivalent) on the Original Closing Date. The Company acknowledges receipt of documents from each Farm Credit Lender that describe the nature of the applicable Borrowers’ stock and other equities in such Farm Credit Lender acquired in connection with its patronage loan from such Farm Credit Lender (the “Farm Credit Equities”) as well as capitalization requirements, and agrees to be bound by the terms thereof. (b) Each party hereto acknowledges that each Farm Credit Lender’s Bylaws the bylaws and Capital Plan (or their equivalent) capital plan (as each may be amended from time to time) of each Farm Credit Lender 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 CompanyBorrower’s patronage with such Farm Credit Lender, (yii) the Company’s Borrower's eligibility for patronage distributions from such each Farm Credit Lender (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 Farm Credit Lender reserves the right to assign or sell participations in all or any part of its (or its Affiliate’s) Commitments or outstanding Loans hereunder on a non-patronage basis. (cb) Each Notwithstanding anything herein or in any other Loan Document, each party hereto acknowledges that that: (i) each Farm Credit Lender has a statutory first lien Lien pursuant to the Farm Credit Act of 1971 (as amended from time to time) on all the applicable Farm Credit Equities that the Company Borrower may now own or hereafter acquire, which statutory lien Lien shall be for such Farm Credit Lender’s (or its Affiliate’s) sole and exclusive benefit. The ; (ii) during the existence of any Event of Default, each Farm Credit Lender may at its sole discretion, but shall not be required to, foreclose on its statutory first Lien on the applicable Farm Credit Equities and/or set off the value thereof or of any cash patronage against the Secured Obligations; (iii) during the existence of any Event of Default, each Farm Credit Lender may at its sole discretion, but shall not be required to, without notice except as required by applicable Law, retire and cancel all or part of the applicable Farm Credit Equities owned by or allocated to the Borrower in accordance with the Farm Credit Act of 1971 (as amended from time to time) and any regulations promulgated pursuant thereto in total or partial liquidation of the Secured Obligations for such value as may be required pursuant applicable Law and the bylaws and capital plan of such Farm Credit Lender (as each may be amended from time to time); (iv) the Farm Credit Equities shall not constitute security for the Secured Obligations due to any other Secured Party. To Person; (v) to the extent that any of the Loan Documents create a Lien on the Farm Credit Equities or on patronage accrued by such Farm Credit Lender for the account of the Company (including, in each case, proceeds thereof)Equities, such Lien shall be for such the applicable Farm Credit Lender’s (or its Affiliate’s) sole and exclusive benefit and shall not be subject to pro rata sharing hereunder. Neither ; (vi) any setoff effectuated pursuant to the Farm Credit Equities nor any accrued patronage shall preceding clauses (ii) or (iii) may be offset against undertaken whether or not the Secured Obligations except that, in the event of an Event of Default, a are currently due and payable; and (vii) no Farm Credit Lender 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 Company acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the Company. CoBank shall have no any obligation to retire the applicable Farm Credit Equities upon any Event of Default, Default or any other default by the Company Borrower or any other Loan Party, or at any other time, either for application to the Secured Obligations or otherwise. The Borrower acknowledges that any corresponding tax liability associated with the application of the value of any Farm Credit Equities to any portion of the Secured Obligations is the sole responsibility of Borrower.