Common use of Farm Credit Equity Clause in Contracts

Farm Credit Equity. (a) The Administrative Borrower will pay for stock or participation certificates evidencing equity interests in NWFCS and required to be acquired by the Administrative Borrower pursuant to this Section 6.14 upon request of NWFCS. (b) So long as (i) any Farm Credit Lender is a Lender or Voting Participant hereunder and (ii) such Farm Credit Lender has notified the Borrowers 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 a Term Loan made (or participated in) by such Farm Credit Lender hereunder, the Administrative Borrower will, as a condition to 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 (as each may be amended from time to time), except that the maximum amount of equity that the Administrative Borrower may be required to acquire in such Farm Credit Lender or one of its Affiliates in connection with the portion of such Term Loan made by such Farm Credit Lender hereunder may not exceed the maximum amount permitted by the relevant bylaws and the capital plan (x) at the time this Agreement is entered into or (y) in the case of a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of participation, at the time of the closing of the related assignment or sale of participation. The Administrative Borrower acknowledges receipt of the documents described on Schedule 6.14 (the “Farm Credit Equity Documents”), which describe the nature of all of the Administrative Borrower’s stock and participation certificates in the respective Farm Credit Lenders (or Affiliates thereof) acquired in connection with the Term Loans from the Farm Credit Lenders hereunder (the “Farm Credit Equities”) as well as relevant capitalization requirements, and agrees to be bound by the terms thereof. (c) Each party hereto acknowledges that (i) the Farm Credit Equity Documents (as each may be amended from time to time) shall govern (x) the rights and obligations of the parties with respect to the Farm Credit Equities and any patronage refunds or other distributions made on account thereof or on account of the Administrative Borrower’s patronage with the respective Farm Credit Lenders, (y) the Administrative Borrower’s eligibility for patronage distributions from the respective Farm Credit Lenders (in the form of Farm Credit Equities and cash) and (z) patronage distributions, if any, in the event of a sale by a Farm Credit Lender of participations in the Commitment of and the portion of a Term Loan made by such Farm Credit Lender, (ii) patronage refunds or other distributions by each Farm Credit Lender are subject to various conditions, including approval by the applicable board of directors of such Farm Credit Lender with respect to each such refund or other distribution and (iii) the Administrative Borrower (and not an Affiliate of any Borrower) will be the owner of the Farm Credit Equities issued by the applicable Farm Credit Lender or an Affiliate thereof, and that the Administrative Borrower’s designated voter as the owner of such Farm Credit Equities shall at all times be the Chief Financial Officer of the Administrative Borrower; provided, however, that the Administrative Borrower may change such designated voter to another officer of the Administrative Borrower upon prior written notice to the Administrative Agent (such notice to be promptly distributed to each Farm Credit Lender). Each Farm Credit Lender reserves the right to assign, or sell participations in, all or any part of its Commitment or outstanding portion of a Term Loan hereunder on a non-patronage (or lower-patronage) basis in accordance with the provisions of Section 10.06 of this Agreement. (d) 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 of such Farm Credit Lender that the Administrative 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 of a particular Farm Credit Lender shall not constitute security for the Obligations due to any other Lender. To the extent that any of the Loan Documents create a Lien on the Farm Credit Equities of a Farm Credit Lender or on patronage accrued by such Farm Credit Lender for the account of the Administrative 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 an Event of Default, a Farm Credit Lender may elect, solely at its discretion and with respect to the Farm Credit Equities issued by it, to apply the cash portion of any patronage distribution or retirement of equity to amounts due under this Agreement. The Administrative Borrower acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the Administrative Borrower. No Farm Credit Lender shall have any obligation to retire any Farm Credit Equities upon the occurrence and continuance of any Event of Default or Default by the Administrative Borrower, or at any other time, either for application to the Obligations or otherwise.

Farm Credit Equity. (a) The Administrative Borrower will pay for stock or participation certificates evidencing equity interests in NWFCS and required to be acquired by the Administrative Borrower pursuant to this Section 6.14 upon request of NWFCS. (b) So long as (i) any Farm Credit Lender is a Lender or Voting Participant hereunder and (ii) such Farm Credit Lender has notified the Borrowers 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 a Term Loan made (or participated in) by such Farm Credit Lender hereunder, the Administrative Borrower will, as a condition to 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 (as each may be amended from time to time), except that the maximum amount of equity that the Administrative Borrower may be required to acquire in such Farm Credit Lender or one of its Affiliates in connection with the portion of such Term Loan made by such Farm Credit Lender hereunder may not exceed the maximum amount permitted by the relevant bylaws and the capital plan (x) at the time this Agreement is entered into or (y) in the case of a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of participation, at the time of the closing of the related assignment or sale of participation. The Administrative Borrower acknowledges receipt of the documents described on Schedule 6.14 (the “Farm Credit Equity Documents”), which describe the nature of all of the Administrative Borrower’s stock and participation certificates in the respective Farm Credit Lenders (or Affiliates thereof) acquired in connection with the Term Loans from the Farm Credit Lenders hereunder (the “Farm Credit Equities”) as well as relevant capitalization requirements, and agrees to be bound by the terms thereof. (c) Each party hereto acknowledges that (i) the Farm Credit Equity Documents (as each may be amended from time to time) shall govern (x) the rights and obligations of the parties with respect to the Farm Credit Equities and any patronage refunds or other distributions made on account thereof or on account of the Administrative Borrower’s patronage with the respective Farm Credit Lenders, (y) the Administrative Borrower’s eligibility for patronage distributions from the respective Farm Credit Lenders (in the form of Farm Credit Equities and cash) and (z) patronage distributions, if any, in the event of a sale by a Farm Credit Lender of participations in the Commitment of and the portion of a Term Loan made by such Farm Credit Lender, (ii) patronage refunds or other distributions by each Farm Credit Lender are subject to various conditions, including approval by the applicable board of directors of such Farm Credit Lender with respect to each such refund or other distribution and (iii) the Administrative Borrower (and not an Affiliate of any Borrower) will be the owner of the Farm Credit Equities issued by the applicable Farm Credit Lender or an Affiliate thereof, and that the Administrative Borrower’s designated voter as the owner of such Farm Credit Equities shall at all times be the Chief Financial Officer of the Administrative Borrower; provided, however, that the Administrative Borrower may change such designated voter to another officer of the Administrative Borrower upon prior written notice to the Administrative Agent (such notice to be promptly distributed to each Farm Credit Lender). Each Farm Credit Lender reserves the right to assign, or sell participations in, all or any part of its Commitment or outstanding portion of a Term Loan hereunder on a non-patronage (or lower-patronage) basis in accordance with the provisions of Section 10.06 of this Agreement. (d) 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 of such Farm Credit Lender that the Administrative 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 of a particular Farm Credit Lender shall not constitute security for the Obligations due to any other Lender. To the extent that any of the Loan Documents create a Lien on the Farm Credit Equities of a Farm Credit Lender or on patronage accrued by such Farm Credit Lender for the account of the Administrative 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 an Event of Default, a Farm Credit Lender may elect, solely at its discretion and with respect to the Farm Credit Equities issued by it, to apply the cash portion of any patronage distribution or retirement of equity to amounts due under this Agreement. The Administrative Borrower acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the Administrative Borrower. No Farm Credit Lender shall have any obligation to retire any Farm Credit Equities upon the occurrence and continuance of any Event of Default or Default by the Administrative Borrower, or at any other time, either for application to the Obligations or otherwise.

Farm Credit Equity. (a) The Administrative Borrower will pay for stock or participation certificates evidencing equity interests in NWFCS and required to be acquired by the Administrative Borrower pursuant to this Section 6.14 upon request of NWFCS. (b) So long as (i) any a Farm Credit Lender System Institution is a Lender or Voting Participant hereunder and (ii) such Farm Credit Lender has notified the Borrowers 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 a Term Loan made (or participated in) by such Farm Credit Lender hereunder, the Administrative Borrower will, as a condition to receiving such patronage distributions, will acquire equity in such Farm Credit Lender or one of its Affiliates System Institution in such amounts and at such times as such Farm Credit Lender System Institution may require in accordance with such Farm Credit LenderSystem Institution’s Bylaws and Capital Plan (or its Affiliate’s bylaws and capital plan their equivalent) (as each may be amended from time to time), except that the maximum amount of equity that the Administrative Borrower may shall be required pursuant to acquire this sentence to purchase in such Farm Credit Lender or one of its Affiliates System Institution in connection with the portion of such Term Loan Loans made by such Farm Credit Lender hereunder may System Institution shall not exceed the maximum amount permitted required by the relevant bylaws Bylaws and the capital plan Capital Plan (xor the equivalent) at on the time this Agreement is entered into or (y) in the case of a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of participation, at the time of the closing of the related assignment or sale of participationEffective Date. The Administrative Borrower acknowledges receipt of the documents described on Schedule 6.14 (the “from each Farm Credit Equity Documents”), which System Institution that describe the nature of all of the Administrative Borrower’s cash patronage, stock and participation certificates other equities in the respective such Farm Credit Lenders (or Affiliates thereof) System Institution acquired in connection with the Term Loans its patronage loan from the such Farm Credit Lenders hereunder System Institution (the “Farm Credit Equities”) as well as relevant capitalization requirements, and agrees to be bound by the terms thereof. (cb) Each party hereto acknowledges that (i) the each Farm Credit Equity Documents System Institution’s Bylaws and 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 Administrative Borrower’s patronage with the respective such Farm Credit LendersSystem Institution, (yii) the Administrative Borrower’s eligibility for patronage distributions from the respective such Farm Credit Lenders System Institution (in the form of Farm Credit Equities and cash) and (ziii) patronage distributions, if any, in the event of a sale by a Farm Credit Lender of participations in the Commitment of and the portion of a Term Loan made by such Farm Credit Lender, (ii) patronage refunds or other distributions by each Farm Credit Lender are subject to various conditions, including approval by the applicable board of directors of such Farm Credit Lender with respect to each such refund or other distribution and (iii) the Administrative Borrower (and not an Affiliate of any Borrower) will be the owner of the Farm Credit Equities issued by the applicable Farm Credit Lender or an Affiliate thereof, and that the Administrative Borrower’s designated voter as the owner of such Farm Credit Equities shall at all times be the Chief Financial Officer of the Administrative Borrower; provided, however, that the Administrative Borrower may change such designated voter to another officer of the Administrative Borrower upon prior written notice to the Administrative Agent (such notice to be promptly distributed to each Farm Credit Lender)participation interest. Each Farm Credit Lender System Institution reserves the right to assign, assign or sell participations in, in all or any part of its Commitment Commitments or outstanding portion of a Term Loan Loans hereunder on a non-patronage (or lower-patronage) basis in accordance with the provisions of Section 10.06 of this Agreementbasis. (dc) Each party hereto acknowledges that each Farm Credit Lender System Institution has a statutory first lien pursuant to the Farm Credit Act of 1971 (as amended from time to time) on all Farm Credit Equities of such Farm Credit Lender that the Administrative Borrower may now own or hereafter acquire, which statutory lien shall be for such Farm Credit LenderSystem Institution’s sole and exclusive benefit. The Farm Credit Equities of a particular Farm Credit Lender shall not constitute security for the Obligations due to any other Lender. To the extent that any of the Loan Documents create a Lien on the Farm Credit Equities of a Farm Credit Lender or on patronage accrued by such Farm Credit Lender for the account of the Administrative 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 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 System Institution may elect, solely at its discretion and with respect to the Farm Credit Equities issued by itdiscretion, to apply the cash portion of any patronage distribution or retirement of equity to amounts due owed to such Farm Credit System Institution under this Agreement, whether or not such amounts are currently due and payable. The Administrative Borrower acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the Administrative Borrower. No Farm Credit Lender System Institution shall have any obligation to retire any Farm Credit Equities upon the occurrence and continuance of any Event of Default, Default or Default any other default by the Administrative BorrowerBorrower or any other Loan Party, or at any other time, either for application to the Obligations or otherwise.

Farm Credit Equity. (a) The Administrative Borrower will pay for stock or participation certificates evidencing equity interests in NWFCS and required to be acquired by the Administrative Borrower pursuant to this Section 6.14 upon request of NWFCS. (b) So long as (i) any a Farm Credit Lender is a Lender or Voting Participant hereunder and (ii) such Farm Credit Lender has notified the Borrowers Borrower 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 a Term Loan the Loans made (or participated in) by such Farm Credit Lender hereunder, the Administrative Borrower will, as a condition to 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 (as each may be amended from time to time), except that the maximum amount of equity that the Administrative Borrower may be required to acquire in such Farm Credit Lender or one of its Affiliates in connection with the portion of such Term Loan made by such Farm Credit Lender hereunder may not exceed the maximum amount permitted by the relevant bylaws and the capital plan (x) at the time this Agreement is entered into or (y) in the case of a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of participation, at the time of the closing of the related assignment or sale of participation. The Administrative Borrower acknowledges receipt of the documents described on Schedule 6.14 (the “Farm Credit Equity Documents”), which describe the nature of all of the Administrative Borrower’s stock and participation certificates in the respective Farm Credit Lenders (or Affiliates thereof) acquired in connection with the Term Loans from the Farm Credit Lenders hereunder (the “Farm Credit Equities”) as well as relevant capitalization requirements, and agrees to be bound by the terms thereof.a (cb) Each party hereto acknowledges that (i) the Farm Credit Equity Documents (as each may be amended from time to time) shall govern (x) the rights and obligations of the parties with respect to the Farm Credit Equities and any patronage refunds or other distributions made on account thereof or on account of the Administrative Borrower’s patronage with the respective Farm Credit Lenders, (y) the Administrative Borrower’s eligibility for patronage distributions from the respective Farm Credit Lenders or their Affiliates (in the form of Farm Credit Equities and and/or cash) and (z) patronage distributions, if any, in the event of a sale by a Farm Credit Lender of participations in the Commitment of and the portion of a Term Loan the Loans made (or participated in) by such Farm Credit Lender, (ii) patronage refunds or other distributions by each Farm Credit Lender or one of its Affiliates are subject to various conditions, including approval by the applicable board of directors of such Farm Credit Lender or Affiliate with respect to each such refund or other distribution and (iii) the Administrative Borrower (and not an Affiliate of any the Borrower) will be the owner of the Farm Credit Equities issued by the applicable Farm Credit Lender or an Affiliate thereof, and that the Administrative Borrower’s designated voter as the owner of such Farm Credit Equities shall at all times be the Chief Financial Officer of the Administrative Borrower; provided, however, that the Administrative Borrower may change such designated voter to another officer of the Administrative Borrower upon prior written notice to the Administrative Agent (such notice to be promptly distributed to each Farm Credit Lender). Each Farm Credit Lender reserves the right to assign, assign or sell participations in, in all or any part of its Commitment Commitments or outstanding portion of a Term Loan Borrowings hereunder on a non-patronage basis (and/or to a Lender that pays no patronage or lower-patronagepays patronage that is lower than the patronage paid by the transferring Farm Credit Lender) basis in accordance with the provisions of Section 10.06 of this Agreement. (d) Each party hereto acknowledges 11.06; provided, that each Farm Credit Lender has a statutory first lien pursuant if Borrower’s consent to the Farm Credit Act of 1971 (as amended from time to time) on all Farm Credit Equities of such Farm Credit Lender that the Administrative Borrower may now own assignment or hereafter acquire, which statutory lien shall be for such Farm Credit Lender’s sole and exclusive benefit. The Farm Credit Equities sale of a particular Farm Credit Lender shall not constitute security for the Obligations due to any other Lender. To the extent that any of the Loan Documents create a Lien on the Farm Credit Equities of a Farm Credit Lender or on patronage accrued participation by such Farm Credit Lender for is required pursuant to Section 11.06(b) or Section 11.06(e), as applicable, the account parties hereto agree that, solely with respect to Borrower’s ability to reasonably withhold consent to such transfer because of an expected reduction in patronage distributions to the Administrative Borrower (including, in each case, proceeds thereofit being understood and agreed that the Borrower may have another basis for reasonably withholding consent to such transfer), such Lien shall be for such (A) if the transferring Farm Credit Lender’s sole and exclusive benefit and shall Lender has 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 an Event of Default, delivered a Farm Credit Lender may elect, solely at its discretion and with respect Transfer Certificate (as defined below) to the Farm Credit Equities issued by itBorrower, then the Borrower may withhold its consent to apply such assignment or sale in its sole discretion (and in such case, the cash portion of any patronage distribution or retirement of equity Borrower shall be deemed to amounts due under this Agreement. The Administrative Borrower acknowledges that any corresponding tax liability associated with such application is have acted reasonably), and (B) if the sole responsibility of the Administrative Borrower. No transferring Farm Credit Lender shall have any obligation to retire any has delivered a Farm Credit Equities upon Lender Transfer Certificate to the occurrence and continuance of any Event of Default or Default by the Administrative Borrower, then the Borrower may not withhold its consent to such assignment or at sale (and any other timesuch withholding of consent shall be deemed unreasonable). For purposes hereof, either for application “Farm Credit Lender Transfer Certificate” means a certificate executed by an officer of the transferring Farm Credit Lender and certifying to the Obligations or otherwise.the

Farm Credit Equity. (a) The Administrative Borrower will pay for stock or participation certificates evidencing equity interests in NWFCS and required to be acquired by the Administrative Borrower pursuant to this Section 6.14 upon request of NWFCS. (b) So long as (i) any a Farm Credit Lender is a Lender or Voting Participant hereunder and (ii) such Farm Credit Lender has notified the Borrowers Borrower 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 a Term Loan the Loans made (or participated in) by such Farm Credit Lender hereunder, the Administrative Borrower will, as a condition to receiving such patronage distributions, acquire equity in such Farm Credit Lender or one of its Affiliates 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 Affiliate’s bylaws and capital plan or similar documents (as each may be amended from time to time), except that provided, however, that, notwithstanding anything to the contrary contained herein, the maximum amount of equity that the Administrative Borrower may be required to acquire purchase in such Farm Credit Lender or one of its Affiliates in connection with the portion of such Term Loan Loans made by such Farm Credit Lender hereunder may shall not exceed the maximum amount permitted required by the relevant bylaws and the applicable bylaws, capital plan and related documents, in each case, (x) at as in effect (and in the time this Agreement is entered into form provided to the 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, as in effect (and in the form provided to the Borrower) at the time of the closing of the related assignment or sale of participation. The Administrative Borrower acknowledges receipt of the documents described from the respective Farm Credit Lenders that are listed on Schedule 6.14 4.01(h) (together with any similar documents delivered to the 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 after the Closing Date, the “Farm Credit Equity Documents”), which describe the nature of all of the Administrative Borrower’s stock and participation certificates and/or other equities in the respective such Farm Credit Lenders (or Affiliates thereof) its Affiliate required to be acquired by the Borrower in connection with the Term Loans from the made (or participated in) by such Farm Credit Lenders hereunder Lender (the “Farm Credit Equities”) ), as well as relevant applicable capitalization requirements, and the Borrower agrees to be bound by the terms thereof. (cb) Each party hereto acknowledges that (i) the Farm Credit Equity Documents (as each may be amended from time to time) shall govern (x) the rights and obligations of the parties with respect to the Farm Credit Equities and any patronage refunds or other distributions made on account thereof or on account of the Administrative Borrower’s patronage with the respective Farm Credit Lenders, (y) the Administrative Borrower’s eligibility for patronage distributions from the respective Farm Credit Lenders or their Affiliates (in the form of Farm Credit Equities and and/or cash) and (z) patronage distributions, if any, in the event of a sale by a Farm Credit Lender of participations in the Commitment of and the portion of a Term Loan the Loans made (or participated in) by such Farm Credit Lender, (ii) patronage refunds or other distributions by each Farm Credit Lender or one of its Affiliates are subject to various conditions, including approval by the applicable board of directors of such Farm Credit Lender or Affiliate with respect to each such refund or other distribution and (iii) the Administrative Borrower (and not an Affiliate of any the Borrower) will be the owner of the Farm Credit Equities issued by the applicable Farm Credit Lender or an Affiliate thereof, and that the Administrative Borrower’s designated voter as the owner of such Farm Credit Equities shall at all times be the Chief Financial Officer of the Administrative Borrower; provided, however, that the Administrative Borrower may change such designated voter to another officer of the Administrative Borrower upon prior written notice to the Administrative Agent (such notice to be promptly distributed to each Farm Credit Lender). Each Farm Credit Lender reserves the right to assign, assign or sell participations in, in all or any part of its Commitment Commitments or outstanding portion of a Term Loan Borrowings hereunder on a non-patronage basis (and/or to a Lender that pays no patronage or lower-patronagepays patronage that is lower than the patronage paid by the transferring Farm Credit Lender) basis in accordance with the provisions of Section 10.06 of this Agreement. (d) Each party hereto acknowledges 11.06; provided, that each Farm Credit Lender has a statutory first lien pursuant if Borrower’s consent to the Farm Credit Act of 1971 (as amended from time to time) on all Farm Credit Equities of such Farm Credit Lender that the Administrative Borrower may now own assignment or hereafter acquire, which statutory lien shall be for such Farm Credit Lender’s sole and exclusive benefit. The Farm Credit Equities sale of a particular Farm Credit Lender shall not constitute security for the Obligations due to any other Lender. To the extent that any of the Loan Documents create a Lien on the Farm Credit Equities of a Farm Credit Lender or on patronage accrued participation by such Farm Credit Lender for is required pursuant to Section 11.06(b) or Section 11.06(e), as applicable, the account parties hereto agree that, solely with respect to Borrower’s ability to reasonably withhold consent to such transfer because of an expected reduction in patronage distributions to the Administrative Borrower (including, in each case, proceeds thereofit being understood and agreed that the Borrower may have another basis for reasonably withholding consent to such transfer), such Lien shall be for such (A) if the transferring Farm Credit Lender’s sole and exclusive benefit and shall Lender has 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 an Event of Default, delivered a Farm Credit Lender may elect, solely at its discretion and with respect Transfer Certificate (as defined below) to the Farm Credit Equities issued by itBorrower, then the Borrower may withhold its consent to apply such assignment or sale in its sole discretion (and in such case, the cash portion of any patronage distribution or retirement of equity Borrower shall be deemed to amounts due under this Agreement. The Administrative Borrower acknowledges that any corresponding tax liability associated with such application is have acted reasonably), and (B) if the sole responsibility of the Administrative Borrower. No transferring Farm Credit Lender shall have any obligation to retire any has delivered a Farm Credit Equities upon Lender Transfer Certificate to the occurrence and continuance of any Event of Default or Default by the Administrative Borrower, then the Borrower may not withhold its consent to such assignment or at sale (and any other timesuch withholding of consent shall be deemed unreasonable). For purposes hereof, either for application “Farm Credit Lender Transfer Certificate” means a certificate executed by an officer of the transferring Farm Credit Lender and certifying to the Obligations Borrower that such transferring Farm Credit Lender has used commercially reasonable efforts to consummate the relevant assignment or otherwisesale or a participation with another entity that would be expected to make patronage distributions to the Borrower on a going forward basis that are consistent with (or better than) those that the Borrower could reasonably have expected to have received from such transferring Farm Credit Lender.

Farm Credit Equity. (a) The Administrative Borrower will pay for stock or participation certificates evidencing equity interests in NWFCS and required to be acquired by the Administrative Borrower pursuant to this Section 6.14 upon request of NWFCS. (bi) So long as (i) any a Farm Credit Lender is a Lender or Voting Participant hereunder and (ii) such Farm Credit Lender has notified the Borrowers 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 a Term Loan made (or participated in) by such Farm Credit Lender hereunder, the Administrative each Borrower will, as a condition in favor of which any Advances are to receiving such patronage distributions, be made or are outstanding,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 (as each may be amended from time to time), except that the maximum amount of equity that the Administrative Borrower may each such Borrowermay be required to acquire purchase in such Farm Credit Lender or one of its Affiliates in connection with the portion of such Term Loan the Advances made by such Farm Credit Lender hereunder may not exceed the maximum amount permitted by the relevant bylaws and the applicable bylaws, capital plan and related documents (x) at the time this Agreement is entered into or (y) in the case of a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of participation, at the time of the closing of the related assignment or sale of participation. The Administrative Each such Borrower acknowledges receipt of the documents described on Schedule 6.14 (the “from each Farm Credit Equity Documents”), which Lender that describe the nature of all of the Administrative Borrower’s stock applicable Borrower(s)’stock and participation certificates other equities in the respective such Farm Credit Lenders (or Affiliates thereof) Lender acquired in connection with the Term Loans its patronage loan from the such Farm Credit Lenders hereunder Lender (the “Farm Credit Equities”) as well as relevant applicable capitalization requirements, and agrees to be bound by the terms thereof. (cii) Each party hereto acknowledges that (i) the each Farm Credit Equity Documents Lender’s bylaws, capital plan and similar documents (as each may be amended from time to time) shall govern (x) the rights and obligations of the parties with respect to the Farm Credit Equities and any patronage refunds or other distributions made on account thereof or on account of the Administrative Borrower’s patronage ofa Borrower’spatronage with the respective such Farm Credit LendersLender, (y) the Administrative Borrower’s eligibility a Borrower’seligibility for patronage distributions from the respective such Farm Credit Lenders Lender (in the form of Farm Credit Equities and cash) and (z) patronage distributions, if any, in the event of a sale by a Farm Credit Lender of participations in the Commitment of and the portion of a Term Loan made by such Farm Credit Lender, (ii) patronage refunds or other distributions by each Farm Credit Lender are subject to various conditions, including approval by the applicable board of directors of such Farm Credit Lender with respect to each such refund or other distribution and (iii) the Administrative Borrower (and not an Affiliate of any Borrower) will be the owner of the Farm Credit Equities issued by the applicable Farm Credit Lender or an Affiliate thereof, and that the Administrative Borrower’s designated voter as the owner of such Farm Credit Equities shall at all times be the Chief Financial Officer of the Administrative Borrower; provided, however, that the Administrative Borrower may change such designated voter to another officer of the Administrative Borrower upon prior written notice to the Administrative Agent (such notice to be promptly distributed to each Farm Credit Lender)participation interest. Each Farm Credit Lender reserves the right to assign, assign or sell participations in, in all or any part of its Commitment Commitments or outstanding portion of a Term Loan Advances hereunder on a non-patronage (or lower-patronage) basis in accordance with the provisions of Section 10.06 of this Agreement. (d) Each party hereto acknowledges 8.07; provided, that each Farm Credit Lender has a statutory first lien pursuant if Rayonier’s consent to the Farm Credit Act of 1971 (as amended from time to time) on all Farm Credit Equities of such Farm Credit Lender that the Administrative Borrower may now own assignment or hereafter acquire, which statutory lien shall be for such Farm Credit Lender’s sole and exclusive benefit. The Farm Credit Equities sale of a particular Farm Credit Lender shall not constitute security for the Obligations due to any other Lender. To the extent that any of the Loan Documents create a Lien on the Farm Credit Equities of a Farm Credit Lender or on patronage accrued participation by such Farm Credit Lender for the account of the Administrative Borrower (including, in each case, proceeds thereofis required pursuant to Section 8.07(b)(iii) or Section 8.07(f), 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 as applicable, the Farm Credit Equities nor any accrued patronage shall be offset against the Obligations except parties hereto agree that, in an Event of Default, a Farm Credit Lender may elect, solely at its discretion and with respect to the Farm Credit Equities issued by it, Rayonier’s ability to apply the cash portion reasonably withhold consent to such transfer because of any an expected reduction in patronage distribution or retirement of equity to amounts due under this Agreement. The Administrative Borrower acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the Administrative Borrower. No Farm Credit Lender shall have any obligation to retire any Farm Credit Equities upon the occurrence and continuance of any Event of Default or Default by the Administrative Borrower, or at any other time, either for application distributions to the Obligations or otherwise.applicable Borrower (it being understood and agreed that Rayonier may have another basis for reasonably

Farm Credit Equity. xc (a) The Administrative Borrower will pay for stock or participation certificates evidencing equity interests in NWFCS and required to be acquired by the Administrative Borrower pursuant to this Section 6.14 upon request of NWFCS. (b) So long as (i) any a Farm Credit Lender is a Lender or Voting Participant hereunder and (ii) such Farm Credit Lender has notified the Borrowers Borrower 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 a Term Loan the Loans made (or participated in) by such Farm Credit Lender hereunder, the Administrative Borrower will, as a condition to receiving such patronage distributions, acquire equity in such Farm Credit Lender or one of its Affiliates 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 Affiliate’s bylaws and capital plan or similar documents (as each may be amended from time to time), except that provided, however, that, notwithstanding anything to the contrary contained herein, the maximum amount of equity that the Administrative Borrower may be required to acquire purchase in such Farm Credit Lender or one of its Affiliates in connection with the portion of such Term Loan Loans made by such Farm Credit Lender hereunder may shall not exceed the maximum amount permitted required by the relevant bylaws and the applicable bylaws, capital plan and related documents, in each case, (x) at as in effect (and in the time this Agreement is entered into form provided to the 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, as in effect (and in the form provided to the Borrower) at the time of the closing of the related assignment or sale of participation. The Administrative Borrower acknowledges receipt of the documents described from the respective Farm Credit Lenders that are listed on Schedule 6.14 4.01(h) (together with any similar documents delivered to the 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 after the Closing Date, the “Farm Credit Equity Documents”), which describe the nature of all of the Administrative Borrower’s stock and participation certificates and/or other equities in the respective such Farm Credit Lenders (or Affiliates thereof) its Affiliate required to be acquired by the Borrower in connection with the Term Loans from the made (or participated in) by such Farm Credit Lenders hereunder Lender (the “Farm Credit Equities”) ), as well as relevant applicable capitalization requirements, and the Borrower agrees to be bound by the terms thereof. (cb) Each party hereto acknowledges that (i) the Farm Credit Equity Documents (as each may be amended from time to time) shall govern (x) the rights and obligations of the parties with respect to the Farm Credit Equities and any patronage refunds or other distributions made on account thereof or on account of the Administrative Borrower’s patronage with the respective Farm Credit Lenders, (y) the Administrative Borrower’s eligibility for patronage distributions from the respective Farm Credit Lenders or their Affiliates (in the form of Farm Credit Equities and and/or cash) and (z) patronage distributions, if any, in the event of a sale by a Farm Credit Lender of participations in the Commitment of and the portion of a Term Loan the Loans made (or participated in) by such Farm Credit Lender, (ii) patronage refunds or other distributions by each Farm Credit Lender or one of its Affiliates are subject to various conditions, including approval by the applicable board of directors of such Farm Credit Lender or Affiliate with respect to each such refund or other distribution and (iii) the Administrative Borrower (and not an Affiliate of any the Borrower) will be the owner of the Farm Credit Equities issued by the applicable Farm Credit Lender or an Affiliate thereof, and that the Administrative Borrower’s designated voter as the owner of such Farm Credit Equities shall at all times be the Chief Financial Officer of the Administrative Borrower; provided, however, that the Administrative Borrower may change such designated voter to another officer of the Administrative Borrower upon prior written notice to the Administrative Agent (such notice to be promptly distributed to each Farm Credit Lender). Each Farm Credit Lender reserves the right to assign, assign or sell participations in, in all or any part of its Commitment Commitments or outstanding portion of a Term Loan Borrowings hereunder on a non-patronage basis (and/or to a Lender that pays no patronage or lower-patronagepays patronage that is lower than the patronage paid by the transferring Farm Credit Lender) basis in accordance with the provisions of Section 10.06 of this Agreement. (d) Each party hereto acknowledges 11.06; provided, that each Farm Credit Lender has a statutory first lien pursuant if Borrower’s consent to the Farm Credit Act of 1971 (as amended from time to time) on all Farm Credit Equities of such Farm Credit Lender that the Administrative Borrower may now own assignment or hereafter acquire, which statutory lien shall be for such Farm Credit Lender’s sole and exclusive benefit. The Farm Credit Equities sale of a particular Farm Credit Lender shall not constitute security for the Obligations due to any other Lender. To the extent that any of the Loan Documents create a Lien on the Farm Credit Equities of a Farm Credit Lender or on patronage accrued participation by such Farm Credit Lender for is required pursuant to Section 11.06(b) or Section 11.06(e), as applicable, the account parties hereto agree that, solely with respect to Borrower’s ability to reasonably withhold consent to such transfer because of an expected reduction in patronage distributions to the Administrative Borrower (including, in each case, proceeds thereofit being understood and agreed that the Borrower may have another basis for reasonably withholding consent to such transfer), such Lien shall be for such (A) if the transferring Farm Credit Lender’s sole and exclusive benefit and shall Lender has 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 an Event of Default, delivered a Farm Credit Lender may elect, solely at its discretion and with respect Transfer Certificate (as defined below) to the Farm Credit Equities issued by itBorrower, then the Borrower may withhold its consent to apply such assignment or sale in its sole discretion (and in such case, the cash portion of any patronage distribution or retirement of equity Borrower shall be deemed to amounts due under this Agreement. The Administrative Borrower acknowledges that any corresponding tax liability associated with such application is have acted reasonably), and (B) if the sole responsibility of the Administrative Borrower. No transferring Farm Credit Lender shall have any obligation to retire any has delivered a Farm Credit Equities upon Lender Transfer Certificate to the occurrence and continuance of any Event of Default or Default by the Administrative Borrower, then the Borrower may not withhold its consent to such assignment or at sale (and any other timesuch withholding of consent shall be deemed unreasonable). For purposes hereof, either for application to the Obligations or otherwise.“Farm Credit CHAR1\1724240v1

Farm Credit Equity. (a) The Administrative Borrower will pay for stock or participation certificates evidencing equity interests in NWFCS and required to be acquired by the Administrative Borrower pursuant to this Section 6.14 upon request of NWFCS. (bi) So long as (i) any a Farm Credit Lender is a Lender or Voting Participant hereunder and (ii) such Farm Credit Lender has notified the Borrowers 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 a Term Loan made (or participated in) by such Farm Credit Lender hereunder, the Administrative each Borrower willin favor of which any Advances are to be made or are outstanding, as a condition to receiving 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 (as each may be amended from time to time), except that the maximum amount of equity that the Administrative each such Borrower may be required to acquire purchase in such Farm Credit Lender or one of its Affiliates in connection with the portion of such Term Loan the Advances made by such Farm Credit Lender hereunder may not exceed the maximum amount permitted by the relevant bylaws and the applicable bylaws, capital plan and related documents (x) at the time this Agreement is entered into or (y) in the case of a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of participation, at the time of the closing of the related assignment or sale of participation. The Administrative Each such Borrower acknowledges receipt of documents from each Farm Credit Lender that describe the documents described on Schedule 6.14 nature of the applicable 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 Equity Documents”), which describe the nature of all of the Administrative Borrower’s stock and participation certificates in the respective Farm Credit Lenders (or Affiliates thereof) acquired in connection with the Term Loans from the Farm Credit Lenders hereunder (the “Farm CHAR1\1713543v7 Credit Equities”) as well as relevant applicable capitalization requirements, and agrees to be bound by the terms thereof. (cii) Each party hereto acknowledges that (i) the each Farm Credit Equity Documents Lender’s bylaws, capital plan and similar documents (as each may be amended from time to time) shall govern (x) the rights and obligations of the parties with respect to the Farm Credit Equities and any patronage refunds or other distributions made on account thereof or on account of the Administrative a Borrower’s patronage with the respective such Farm Credit LendersLender, (y) the Administrative a Borrower’s eligibility for patronage distributions from the respective such Farm Credit Lenders Lender (in the form of Farm Credit Equities and cash) and (z) patronage distributions, if any, in the event of a sale by a Farm Credit Lender of participations in the Commitment of and the portion of a Term Loan made by such Farm Credit Lender, (ii) patronage refunds or other distributions by each Farm Credit Lender are subject to various conditions, including approval by the applicable board of directors of such Farm Credit Lender with respect to each such refund or other distribution and (iii) the Administrative Borrower (and not an Affiliate of any Borrower) will be the owner of the Farm Credit Equities issued by the applicable Farm Credit Lender or an Affiliate thereof, and that the Administrative Borrower’s designated voter as the owner of such Farm Credit Equities shall at all times be the Chief Financial Officer of the Administrative Borrower; provided, however, that the Administrative Borrower may change such designated voter to another officer of the Administrative Borrower upon prior written notice to the Administrative Agent (such notice to be promptly distributed to each Farm Credit Lender)participation interest. Each Farm Credit Lender reserves the right to assign, assign or sell participations in, in all or any part of its Commitment Commitments or outstanding portion of a Term Loan Advances hereunder on a non-patronage (or lower-patronage) basis in accordance with the provisions of Section 10.06 of this Agreement. (d) Each party hereto acknowledges 8.07; provided, that each Farm Credit Lender has a statutory first lien pursuant if Rayonier’s consent to the Farm Credit Act of 1971 (as amended from time to time) on all Farm Credit Equities of such Farm Credit Lender that the Administrative Borrower may now own assignment or hereafter acquire, which statutory lien shall be for such Farm Credit Lender’s sole and exclusive benefit. The Farm Credit Equities sale of a particular Farm Credit Lender shall not constitute security for the Obligations due to any other Lender. To the extent that any of the Loan Documents create a Lien on the Farm Credit Equities of a Farm Credit Lender or on patronage accrued participation by such Farm Credit Lender is required pursuant to Section 8.07(b)(iii) or Section 8.07(f), as applicable, the parties hereto agree that, solely with respect to Rayonier’s ability to reasonably withhold consent to such transfer because of an expected reduction in patronage distributions to the applicable Borrower (it being understood and agreed that Rayonier may have another basis for reasonably withholding consent to such transfer), (A) if the transferring Farm Credit Lender has not delivered a Farm Credit Lender Transfer Certificate (as defined below) to Rayonier, then Rayonier may withhold its consent to such assignment or sale in its sole discretion (and in such case, Rayonier shall be deemed to have acted reasonably), and (B) if the transferring Farm Credit Lender has delivered a Farm Credit Lender Transfer Certificate to Rayonier, then Rayonier may not withhold its consent to such assignment or sale (and any such withholding of consent shall be deemed unreasonable). For purposes hereof, “Farm Credit Lender Transfer Certificate” means a certificate executed by an officer of the transferring Farm Credit Lender and certifying to Rayonier that such transferring Farm Credit Lender has used commercially reasonable efforts to consummate the relevant assignment or sale or a participation with another entity that would be expected to make patronage distributions to the applicable Borrower on a going forward basis that are consistent with (or better than) those that the applicable Borrower could reasonably have expected to have received from such transferring Farm Credit Lender. Notwithstanding anything herein to the contrary, only those entities which have made Borrowings hereunder shall be required to purchase Farm Credit Equities pursuant to this Agreement. Any Advances made to a Borrower shall result in the accrual of patronage refunds or distributions for the benefit of such Borrower, and such patronage refunds or distributions shall be payable directly for the account of the Administrative 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 an Event of Default, a Farm Credit Lender may elect, solely at its discretion and with respect to the Farm Credit Equities issued by it, to apply the cash portion of any patronage distribution or retirement of equity to amounts due under this Agreement. The Administrative Borrower acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the Administrative Borrower. No Farm Credit Lender shall have any obligation to retire any Farm Credit Equities upon the occurrence and continuance of any Event of Default or Default by the Administrative Borrower, or at any other time, either for application to the Obligations or otherwise.

Farm Credit Equity. (a) The Administrative Borrower will pay for stock or participation certificates evidencing equity interests in NWFCS and required to be acquired by the Administrative Borrower pursuant to this Section 6.14 upon request of NWFCS. (b) So long as (i) any Farm Credit Lender is a Lender or Voting Participant hereunder and (ii) such Farm Credit Lender has notified the Borrowers Borrower 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 a the Term Loan made (or participated in) by such Farm Credit Lender hereunder, the Administrative Borrower will, as a condition to 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 (as each may be amended from time to time), except that the maximum amount of equity that the Administrative Borrower may be required to acquire purchase in such Farm Credit Lender or one of its Affiliates in connection with the portion of such the Term Loan made by such Farm Credit Lender hereunder may not exceed the maximum amount permitted by the relevant bylaws and the capital plan (x) at the time this Agreement is entered into or (y) in the case of a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of participation, at the time of the closing of the related assignment or sale of participation. The Administrative Borrower acknowledges receipt of the documents described on Schedule 6.14 6.13 (the “Farm Credit Equity Documents”), which describe the nature of all of the Administrative Borrower’s stock and participation certificates in the respective Farm Credit Lenders (or Affiliates thereof) acquired in connection with the Term Loans Loan from the Farm Credit Lenders hereunder (the “Farm Credit Equities”) as well as relevant capitalization requirements, and agrees to be bound by the terms thereof. (cb) Each party hereto acknowledges that (i) the Farm Credit Equity Documents (as each may be amended from time to time) shall govern (x) the rights and obligations of the parties with respect to the Farm Credit Equities and any patronage refunds or other distributions made on account thereof or on account of the Administrative Borrower’s patronage with the respective Farm Credit Lenders, (y) the Administrative Borrower’s eligibility for patronage distributions from the respective Farm Credit Lenders (in the form of Farm Credit Equities and cash) and (z) patronage distributions, if any, in the event of a sale by a Farm Credit Lender of participations in the Commitment of and the portion of a the Term Loan made by such Farm Credit Lender, (ii) patronage refunds or other distributions by each Farm Credit Lender are subject to various conditions, including approval by the applicable board of directors of such Farm Credit Lender with respect to each such refund or other distribution and (iii) the Administrative Borrower (and not an Affiliate of any the Borrower) will be the owner of the Farm Credit Equities issued by the applicable Farm Credit Lender or an Affiliate thereof, and that the Administrative Borrower’s designated voter as the owner of such Farm Credit Equities shall at all times be the Chief Financial Officer Treasurer of the Administrative Borrower; provided, however, that the Administrative Borrower may change such designated voter to another officer of the Administrative Borrower upon prior written notice to the Administrative Agent (such notice to be promptly distributed to each Farm Credit Lender). Each Farm Credit Lender reserves the right to assign, or sell participations in, all or any part of its Commitment or outstanding portion of a Term Loan hereunder on a non-patronage (or lower-patronage) basis in accordance with the provisions of Section 10.06 of this Agreement. (d) 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 of such Farm Credit Lender that the Administrative 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 of a particular Farm Credit Lender shall not constitute security for the Obligations due to any other Lender. To the extent that any of the Loan Documents create a Lien on the Farm Credit Equities of a Farm Credit Lender or on patronage accrued by such Farm Credit Lender for the account of the Administrative 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 an Event of Default, a Farm Credit Lender may elect, solely at its discretion and with respect to the Farm Credit Equities issued by it, to apply the cash portion of any patronage distribution or retirement of equity to amounts due under this Agreement. The Administrative Borrower acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the Administrative Borrower. No Farm Credit Lender shall have any obligation to retire any Farm Credit Equities upon the occurrence and continuance of any Event of Default or Default by the Administrative Borrower, or at any other time, either for application to the Obligations or otherwise.participations

Farm Credit Equity. (a) The Administrative Borrower will pay for stock or participation certificates evidencing equity interests in NWFCS and required to be acquired by the Administrative Borrower pursuant to this Section 6.14 upon request of NWFCS. (bi) So long as (i) any a Farm Credit Lender is a Lender or Voting Participant hereunder and (ii) such Farm Credit Lender has notified the Borrowers 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 a Term Loan made (or participated in) by such Farm Credit Lender hereunder, the Administrative each Borrower willin favor of which any Advances are to be made or are outstanding, as a condition to receiving 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 (as each may be amended from time to time), except that the maximum amount of equity that the Administrative each such Borrower may be required to acquire purchase in such Farm Credit Lender or one of its Affiliates in connection with the portion of such Term Loan the Advances made by such Farm Credit Lender hereunder may not exceed the maximum amount permitted by the relevant bylaws and the applicable bylaws, capital plan and related documents (x) at the time this Agreement is entered into or (y) in the case of a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of participation, at the time of the closing of the related assignment or sale of participation. The Administrative Each such Borrower acknowledges receipt of the documents described on Schedule 6.14 (the “from each Farm Credit Equity Documents”), which Lender that describe the nature of all of the Administrative Borrower’s applicable Borrower(s)’ stock and participation certificates other equities in the respective such Farm Credit Lenders (or Affiliates thereof) Lender acquired in connection with the Term Loans its patronage loan from the such Farm Credit Lenders hereunder Lender (the “Farm Credit Equities”) as well as relevant applicable capitalization requirements, and agrees to be bound by the terms thereof. (ci) Each party hereto acknowledges that (i) the each Farm Credit Equity Documents Lender’s bylaws, capital plan and similar documents (as each may be amended from time to time) shall govern (x) the rights and obligations of the parties with respect to the Farm Credit Equities and any patronage refunds or other distributions made on account thereof or on account of the Administrative a Borrower’s patronage with the respective such Farm Credit LendersLender, (y) the Administrative a Borrower’s eligibility for patronage distributions from the respective such Farm Credit Lenders Lender (in the form of Farm Credit Equities and cash) and (z) patronage distributions, if any, in the event of a sale by a Farm Credit Lender of participations in the Commitment of and the portion of a Term Loan made by such Farm Credit Lender, (ii) patronage refunds or other distributions by each Farm Credit Lender are subject to various conditions, including approval by the applicable board of directors of such Farm Credit Lender with respect to each such refund or other distribution and (iii) the Administrative Borrower (and not an Affiliate of any Borrower) will be the owner of the Farm Credit Equities issued by the applicable Farm Credit Lender or an Affiliate thereof, and that the Administrative Borrower’s designated voter as the owner of such Farm Credit Equities shall at all times be the Chief Financial Officer of the Administrative Borrower; provided, however, that the Administrative Borrower may change such designated voter to another officer of the Administrative Borrower upon prior written notice to the Administrative Agent (such notice to be promptly distributed to each Farm Credit Lender)participation interest. Each Farm Credit Lender reserves the right to assign, assign or sell participations in, in all or any part of its Commitment Commitments or outstanding portion of a Term Loan Advances hereunder on a non-patronage (or lower-patronage) basis in accordance with the provisions of Section 10.06 of this Agreement. (d) Each party hereto acknowledges 8.07; provided, that each Farm Credit Lender has a statutory first lien pursuant if Rayonier’s consent to the Farm Credit Act of 1971 (as amended from time to time) on all Farm Credit Equities of such Farm Credit Lender that the Administrative Borrower may now own assignment or hereafter acquire, which statutory lien shall be for such Farm Credit Lender’s sole and exclusive benefit. The Farm Credit Equities sale of a particular Farm Credit Lender shall not constitute security for the Obligations due to any other Lender. To the extent that any of the Loan Documents create a Lien on the Farm Credit Equities of a Farm Credit Lender or on patronage accrued participation by such Farm Credit Lender for is required pursuant to Section 8.07(b)(iii) or Section 8.07(f), as applicable, the account parties hereto agree that, solely with respect to Rayonier’s ability to reasonably withhold consent to such transfer because of an expected reduction in patronage distributions to the Administrative applicable Borrower (including, in each case, proceeds thereofit being understood and agreed that Rayonier may have another basis for reasonably withholding consent to such transfer), such Lien shall be for such (A) if the transferring Farm Credit Lender’s sole and exclusive benefit and shall Lender has 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 an Event of Default, delivered a Farm Credit Lender may electTransfer Certificate (as defined below) to Rayonier, solely at its discretion and with respect to the Farm Credit Equities issued by it, to apply the cash portion of any patronage distribution or retirement of equity to amounts due under this Agreement. The Administrative Borrower acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the Administrative Borrower. No Farm Credit Lender shall have any obligation to retire any Farm Credit Equities upon the occurrence and continuance of any Event of Default or Default by the Administrative Borrower, or at any other time, either for application to the Obligations or otherwise.then Rayonier

Farm Credit Equity. (a) The Administrative Borrower will pay for stock or participation certificates evidencing equity interests in NWFCS and required to be acquired by the Administrative Borrower pursuant to this Section 6.14 upon request of NWFCS. (b) So long as (i) any a Farm Credit Lender System Institution is a Lender or Voting Participant hereunder and (ii) such Farm Credit Lender has notified the Borrowers 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 a Term Loan made (or participated in) by such Farm Credit Lender hereunder, the Administrative Borrower will, as a condition to receiving such patronage distributions, will acquire equity in such Farm Credit Lender or one of its Affiliates System Institution in such amounts and at such times as such Farm Credit Lender System Institution may require in accordance with such Farm Credit LenderSystem Institution’s Bylaws and Capital Plan (or its Affiliate’s bylaws and capital plan their equivalent) (as each may be amended from time to time), except that the maximum amount of equity that the Administrative Borrower may shall be required pursuant to acquire this sentence to purchase in such Farm Credit Lender or one of its Affiliates System Institution in connection with the portion of such Term Loan Loans made by such Farm Credit Lender hereunder may System Institution shall not exceed the maximum amount permitted required by the relevant bylaws Bylaws and the capital plan Capital Plan (xor the equivalent) at on the time this Agreement is entered into or (y) in the case of a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of participation, at the time of the closing of the related assignment or sale of participationClosing Date. The Administrative Borrower acknowledges receipt of the documents described on Schedule 6.14 (the “from each Farm Credit Equity Documents”), which System Institution that describe the nature of all of the Administrative Borrower’s cash patronage, stock and participation certificates other equities in the respective such Farm Credit Lenders (or Affiliates thereof) System Institution acquired in connection with the Term Loans its patronage loan from the such Farm Credit Lenders hereunder System Institution (the “Farm Credit Equities”) ), as well as relevant capitalization requirements, and agrees to be bound by the terms thereof. (cb) Each party hereto acknowledges that (i) the each Farm Credit Equity Documents System Institution’s Bylaws and 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 Administrative Borrower’s patronage with the respective such Farm Credit LendersSystem Institution, (yii) the Administrative Borrower’s eligibility for patronage distributions from the respective such Farm Credit Lenders System Institution (in the form of Farm Credit Equities and cash) and (ziii) patronage distributions, if any, in the event of a sale by a Farm Credit Lender of participations in the Commitment of and the portion of a Term Loan made by such Farm Credit Lender, (ii) patronage refunds or other distributions by each Farm Credit Lender are subject to various conditions, including approval by the applicable board of directors of such Farm Credit Lender with respect to each such refund or other distribution and (iii) the Administrative Borrower (and not an Affiliate of any Borrower) will be the owner of the Farm Credit Equities issued by the applicable Farm Credit Lender or an Affiliate thereof, and that the Administrative Borrower’s designated voter as the owner of such Farm Credit Equities shall at all times be the Chief Financial Officer of the Administrative Borrower; provided, however, that the Administrative Borrower may change such designated voter to another officer of the Administrative Borrower upon prior written notice to the Administrative Agent (such notice to be promptly distributed to each Farm Credit Lender)participation interest. Each Farm Credit Lender System Institution reserves the right to assign, assign or sell participations in, in all or any part of its Commitment Commitments or outstanding portion of a Term Loan Loans hereunder on a non-patronage (or lower-patronage) basis in accordance with the provisions of Section 10.06 of this Agreementbasis. (dc) Each party hereto acknowledges that each Farm Credit Lender System Institution has a statutory first lien pursuant to the Farm Credit Act of 1971 (as amended from time to time) on all Farm Credit Equities of such Farm Credit Lender that the Administrative Borrower may now own or hereafter acquire, which statutory lien shall be for such Farm Credit LenderSystem Institution’s sole and exclusive benefit. The Farm Credit Equities of a particular Farm Credit Lender shall not constitute security for the Obligations due to any other Lender. To the extent that any of the Loan Documents create a Lien on the Farm Credit Equities of a Farm Credit Lender or on patronage accrued by such Farm Credit Lender for the account of the Administrative 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 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 System Institution may elect, solely at its discretion and with respect to the Farm Credit Equities issued by itdiscretion, to apply the cash portion of any patronage distribution or retirement of equity to amounts due owed to such Farm Credit System Institution under this Agreement, whether or not such amounts are currently due and payable. The Administrative Borrower acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the Administrative Borrower. No Farm Credit Lender System Institution shall have any obligation to retire any Farm Credit Equities upon the occurrence and continuance of any Event of Default, Default or Default any other default by the Administrative BorrowerBorrower or any other Loan Party, or at any other time, either for application to the Obligations or otherwise.

Farm Credit Equity. (a) The Administrative Borrower will pay for stock or participation certificates evidencing equity interests in NWFCS and required to be acquired by the Administrative Borrower pursuant to this Section 6.14 upon request of NWFCS. (b) So long as (i) any a Farm Credit Lender Bank is a Lender or Voting voting Participant hereunder hereunder, Borrowers agree to (i) maintain its status as an entity eligible to borrow from such Farm Credit Bank and (ii) such Farm Credit Lender has notified the Borrowers 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 a Term Loan made (or participated in) by such Farm Credit Lender hereunder, the Administrative Borrower will, as a condition to receiving such patronage distributions, acquire equity purchase Equity Interests in such Farm Credit Lender or one of its Affiliates Bank in such amounts and at such times as such Farm Credit Lender Bank may require in accordance with such Farm Credit Lender’s or its AffiliateBank’s bylaws and capital plan or similar documents (as each may be amended from time to time)) (such Equity Interests, except that the maximum amount of equity that the Administrative Borrower may be required including any additional Equity Interests granted to acquire in such Farm Credit Lender Borrowers as patronage refunds or one of its Affiliates in connection with the portion of such Term Loan made by such Farm Credit Lender hereunder may not exceed the maximum amount permitted by the relevant bylaws and the capital plan (x) at the 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 participationother distributions, at the time of the closing of the related assignment or sale of participation. The Administrative Borrower acknowledges receipt of the documents described on Schedule 6.14 (the “Farm Credit Equity Documents”), which describe the nature of all of the Administrative Borrower’s stock and participation certificates in the respective Farm Credit Lenders (or Affiliates thereof) acquired in connection with the Term Loans from the Farm Credit Lenders hereunder (the “Farm Credit Equities”) as well as relevant capitalization requirements, and agrees to be bound by the terms thereof). (cb) Each party hereto acknowledges that (i) the each Farm Credit Equity Documents Bank’s bylaws, capital plan and similar documents (as each may be amended from time to time) shall govern (x) the rights and obligations of the parties with respect to the Farm Credit Equities and any patronage refunds or other distributions made on account thereof or on account of the Administrative Borrower’s patronage with the respective such Farm Credit LendersBank, (y) the Administrative Borrower’s Borrowers’ eligibility for patronage distributions from the respective such Farm Credit Lenders Bank (in the form of Farm Credit Equities and cash) and (z) patronage distributions, if any, in the event of a sale by a Farm Credit Lender of participations in the Commitment of and the portion of a Term Loan made by such Farm Credit Lenderparticipation interest, and (ii) such patronage refunds or other distributions by each Farm Credit Lender are subject to various conditions, including approval by shall be payable directly for the applicable board account of directors of such Farm Credit Lender with respect to each such refund or other distribution and (iii) the Administrative Borrower (and not an Affiliate of any Borrower) will be the owner of the Farm Credit Equities issued by the applicable Farm Credit Lender or an Affiliate thereof, and that the Administrative Borrower’s designated voter as the owner of such Farm Credit Equities shall at all times be the Chief Financial Officer of the Administrative Borrower; provided, however, that the Administrative Borrower may change such designated voter to another officer of the Administrative Borrower upon prior written notice to the Administrative Agent (such notice to be promptly distributed to each Farm Credit Lender). Each Farm Credit Lender Bank reserves the right to assign, assign or sell participations in, in all or any part of its Commitment or outstanding portion of a Term Loan Loans hereunder on a non-patronage (or lower-patronage) basis in accordance with the provisions of Section 10.06 of this Agreement. 9.5 to one or more assignees or purchasers that would not be expected to make patronage distributions to Borrowers on a going forward basis that are consistent with (dor better than) Each party hereto acknowledges those that each Borrowers could reasonably have expected to have received from such transferring Farm Credit Lender has a statutory first lien pursuant Bank; provided that if Borrowers’ consent to the Farm Credit Act of 1971 (as amended from time to time) on all Farm Credit Equities of such Farm Credit Lender that the Administrative 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 of a particular Farm Credit Lender shall not constitute security for the Obligations due to any other Lender. To the extent that any of the Loan Documents create a Lien on the Farm Credit Equities of a Farm Credit Lender or on patronage accrued assignment by such Farm Credit Lender Bank is required pursuant to Section 9.5, the parties hereto agree that, solely with respect to Borrowers’ ability to reasonably withhold such consent because of an expected reduction in patronage distributions to Borrowers (it being understood and agreed that Borrowers may have another basis for the account of the Administrative Borrower (including, in each case, proceeds thereofreasonably withholding consent to such transfer), such Lien shall be for such (A) if the transferring Farm Credit Lender’s sole and exclusive benefit and shall Bank has 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 an Event of Default, delivered a Farm Credit Lender Bank Transfer Certificate (as defined below) to Borrowers, then Borrowers may elect, solely at its discretion and with respect to the Farm Credit Equities issued by it, to apply the cash portion of any patronage distribution or retirement of equity to amounts due under this Agreement. The Administrative Borrower acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the Administrative Borrower. No Farm Credit Lender shall have any obligation to retire any Farm Credit Equities upon the occurrence and continuance of any Event of Default or Default by the Administrative Borrower, or at any other time, either for application to the Obligations or otherwise.withhold 113

Farm Credit Equity. (a) The Administrative Borrower will pay for stock or participation certificates evidencing equity interests in NWFCS AgWest and required to be acquired by the Administrative Borrower pursuant to this Section 6.14 upon request of NWFCSAgWest. (b) So long as (i) any Farm Credit Lender is a Lender or Voting Participant hereunder and (ii) such Farm Credit Lender has notified the Borrowers 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 a Term Loan made (or participated in) by such Farm Credit Lender hereunder, the Administrative Borrower will, as a condition to 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 (as each may be amended from time to time), except that the maximum amount of equity that the Administrative Borrower may be required to acquire in such Farm Credit Lender or one of its Affiliates in connection with the portion of such Term Loan made by such Farm Credit Lender hereunder may not exceed the maximum amount permitted by the relevant bylaws and the capital plan (x) at the time this Agreement is entered into or (y) in the case of a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of participation, at the time of the closing of the related assignment or sale of participation. The Administrative Borrower acknowledges receipt of the documents described on Schedule 6.14 (the “Farm Credit Equity Documents”), which describe the nature of all of the Administrative Borrower’s stock and participation certificates in the respective Farm Credit Lenders (or Affiliates thereof) acquired in connection with the Term Loans from the Farm Credit Lenders hereunder (the “Farm Credit Equities”) as well as relevant capitalization requirements, and agrees to be bound by the terms thereof. (c) Each party hereto acknowledges that (i) the Farm Credit Equity Documents (as each may be amended from time to time) shall govern (x) the rights and obligations of the parties with respect to the Farm Credit Equities and any patronage refunds or other distributions made on account thereof or on account of the Administrative Borrower’s patronage with the respective Farm Credit Lenders, (y) the Administrative Borrower’s eligibility for patronage distributions from the respective Farm Credit Lenders (in the form of Farm Credit Equities and cash) and (z) patronage distributions, if any, in the event of a sale by a Farm Credit Lender of participations in the Commitment of and the portion of a Term Loan made by such Farm Credit Lender, (ii) patronage refunds or other distributions by each Farm Credit Lender are subject to various conditions, including approval by the applicable board of directors of such Farm Credit Lender with respect to each such refund or other distribution and (iii) the Administrative Borrower (and not an Affiliate of any Borrower) will be the owner of the Farm Credit Equities issued by the applicable Farm Credit Lender or an Affiliate thereof, and that the Administrative Borrower’s designated voter as the owner of such Farm Credit Equities shall at all times be the Chief Financial Officer of the Administrative Borrower; provided, however, that the Administrative Borrower may change such designated voter to another officer of the Administrative Borrower upon prior written notice to the Administrative Agent (such notice to be promptly distributed to each Farm Credit Lender). Each Farm Credit Lender reserves the right to assign, or sell participations in, all or any part of its Commitment or outstanding portion of a Term Loan hereunder on a non-patronage (or lower-patronage) basis in accordance with the provisions of Section 10.06 of this Agreement. (d) 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 of such Farm Credit Lender that the Administrative 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 of a particular Farm Credit Lender shall not constitute security for the Obligations due to any other Lender. To the extent that any of the Loan Documents create a Lien on the Farm Credit Equities of a Farm Credit Lender or on patronage accrued by such Farm Credit Lender for the account of the Administrative 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 an Event of Default, a Farm Credit Lender may elect, solely at its discretion and with respect to the Farm Credit Equities issued by it, to apply the cash portion of any patronage distribution or retirement of equity to amounts due under this Agreement. The Administrative Borrower acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the Administrative Borrower. No Farm Credit Lender shall have any obligation to retire any Farm Credit Equities upon the occurrence and continuance of any Event of Default or Default by the Administrative Borrower, or at any other time, either for application to the Obligations or otherwise.

Farm Credit Equity. (a) The Administrative Borrower will pay for stock or participation certificates evidencing equity interests in NWFCS and required to be acquired by the Administrative Borrower pursuant to this Section 6.14 upon request of NWFCS. (b) So long as (i) any Farm Credit Lender is a Lender or Voting Participant hereunder and (ii) such Farm Credit Lender has notified the Borrowers Borrower 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 a the Term Loan made (or participated in) by such Farm Credit Lender hereunder, the Administrative Borrower will, as a condition to 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 (as each may be amended from time to time), except that the maximum amount of equity that the Administrative Borrower may be required to acquire purchase in such Farm Credit Lender or one of its Affiliates in connection with the portion of such the Term Loan made by such Farm Credit Lender hereunder may not exceed the maximum amount permitted by the relevant bylaws and the capital plan (x) at the time this Agreement is entered into or (y) in the case of a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of participation, at the time of the closing of the related assignment or sale of participation. The Administrative Borrower acknowledges receipt of the documents described on Schedule 6.14 6.13 (the “Farm Credit Equity Documents”), which describe the nature of all of the Administrative Borrower’s stock and participation certificates in the respective Farm Credit Lenders (or Affiliates thereof) acquired in connection with the Term Loans Loan from the Farm Credit Lenders hereunder (the “Farm Credit Equities”) as well as relevant capitalization requirements, and agrees to be bound by the terms thereof. (cb) Each party hereto acknowledges that (i) the Farm Credit Equity Documents (as each may be amended from time to time) shall govern (x) the rights and obligations of the parties with respect to the Farm Credit Equities and any patronage refunds or other distributions made on account thereof or on account of the Administrative Borrower’s patronage with the respective Farm Credit Lenders, (y) the Administrative Borrower’s eligibility for patronage distributions from the respective Farm Credit Lenders (in the form of Farm Credit Equities and cash) and (z) patronage distributions, if any, in the event of a sale by a Farm Credit Lender of participations in the Commitment of and the portion of a the Term Loan made by such Farm Credit Lender, (ii) patronage refunds or other distributions by each Farm Credit Lender are subject to various conditions, including approval by the applicable board of directors of such Farm Credit Lender with respect to each such refund or other distribution and (iii) the Administrative Borrower (and not an Affiliate of any the Borrower) will be the owner of the Farm Credit Equities issued by the applicable Farm Credit Lender or an Affiliate thereof, and that the Administrative Borrower’s designated voter as the owner of such Farm Credit Equities shall at all times be the Chief Financial Officer Treasurer of the Administrative Borrower; provided, however, that the Administrative Borrower may change such designated voter to another officer of the Administrative Borrower upon prior written notice to the Administrative Agent (such notice to be promptly distributed to each Farm Credit Lender). Each Farm Credit Lender reserves the right to assign, or sell participations in, all or any part of its Commitment or outstanding portion of a the Term Loan hereunder on a non-patronage (or lower-patronage) basis in accordance with the provisions of Section 10.06 of this Agreement. (d) Each party hereto acknowledges that each Farm Credit Lender has a statutory first lien pursuant ; provided that, to the Farm Credit Act of 1971 (as amended from time extent the Borrower’s consent to time) on all Farm Credit Equities of such Farm Credit Lender that the Administrative Borrower may now own assignment or hereafter acquire, which statutory lien shall be for such Farm Credit Lender’s sole and exclusive benefit. The Farm Credit Equities sale of a particular Farm Credit Lender shall not constitute security for the Obligations due to any other Lender. To the extent that any of the Loan Documents create a Lien on the Farm Credit Equities of a Farm Credit Lender or on patronage accrued participation by such Farm Credit Lender for is required pursuant to Section 10.06(b)(iii) or Section 10.06(e), the account parties hereto agree that, solely with respect to the Borrower’s ability to reasonably withhold consent to such transfer because of an expected reduction in patronage distributions to the Administrative Borrower (including, in each case, proceeds thereofit being understood and agreed that the Borrower may have another basis for reasonably withholding consent to such transfer), such Lien shall be for such (A) if the transferring Farm Credit Lender’s sole and exclusive benefit and shall Lender has 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 an Event of Default, delivered a Farm Credit Lender may elect, solely at its discretion and with respect Transfer Certificate (as defined below) to the Farm Credit Equities issued by itBorrower, then the Borrower may withhold its consent to apply such assignment or sale in its sole discretion (and, in such case, the cash portion of any patronage distribution or retirement of equity Borrower shall be deemed to amounts due under this Agreement. The Administrative Borrower acknowledges that any corresponding tax liability associated with such application is have acted reasonably), and (B) if the sole responsibility of the Administrative Borrower. No transferring Farm Credit Lender shall have any obligation to retire any has delivered a Farm Credit Equities upon Lender Transfer Certificate to the occurrence and continuance of any Event of Default or Default by the Administrative Borrower, then the Borrower may not withhold its consent to such assignment or at sale (and any other timesuch withholding of consent shall be deemed unreasonable). For purposes hereof, either for application “Farm Credit Lender Transfer Certificate” means a certificate executed by an officer of the transferring Farm Credit Lender and certifying to the Obligations Borrower that such transferring Farm Credit Lender has used commercially reasonable efforts to consummate the relevant assignment or otherwisesale of a participation with another entity that would be expected to make patronage distributions to the Borrower on a going forward basis that are consistent with (or better than) those that the Borrower could reasonably have expected to have received from such transferring Farm Credit Lender.

Farm Credit Equity. (a) The Administrative Borrower will pay for stock or participation certificates evidencing equity interests in NWFCS and required to be acquired by the Administrative Borrower pursuant to this Section 6.14 upon request of NWFCS. (b) So long as (i) any a Farm Credit Lender is a Lender or Voting Participant hereunder and (ii) such Farm Credit Lender has notified the Borrowers 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 a Term Loan made (or participated in) by such Farm Credit Lender hereunder, the Administrative Borrower will, as a condition to receiving 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 (as each may be amended from time to time), except provided, however, that notwithstanding anything to the contrary contained herein the maximum amount of equity that the Administrative Borrower may be required to acquire purchase in such Farm Credit Lender or one of its Affiliates in connection with the portion of such Term Loan made by such Farm Credit Lender hereunder may shall not exceed the maximum amount permitted required by the relevant bylaws and the applicable bylaws, capital plan and related documents, in each case, (x) at as in effect (and in the time this Agreement is entered into form provided to the 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 participation, as in effect (and in the form provided to the Borrower) at the time of the closing of the related assignment or sale of participation. The Administrative Each applicable Farm Credit Lender confirms delivery to the Borrower, and the Borrower acknowledges receipt receipt, of the documents described on Schedule 6.14 (the “from such Farm Credit Equity Documents”), which Lender that describe the nature of all of the Administrative Borrower’s stock and participation certificates other equities in the respective such Farm Credit Lenders (or Affiliates thereof) Lender required to be acquired by the Borrower in connection with the Term Loans its patronage loan from the such Farm Credit Lenders hereunder Lender (the “Farm Credit Equities”) as well as relevant applicable capitalization requirements, and the Borrower agrees to be bound by the terms thereof. Each applicable Farm Credit Lender party hereto as of the Closing Date acknowledges and agrees that the amount of Farm Credit Equities of such Farm Credit Lender acquired by the Borrower on or prior to the Closing Date satisfies the requirements of this Section 5.12 in respect of the Total Commitments as of the Closing Date. (cb) Each party hereto acknowledges that (i) the each Farm Credit Equity Documents Lender’s bylaws, capital plan and similar documents (as each may be amended from time to time) shall govern (x) the rights and obligations of the parties with respect to the Farm Credit Equities and any patronage refunds or other distributions made on account thereof or on account of the Administrative Borrower’s patronage with the respective such Farm Credit LendersLender, (y) the Administrative Borrower’s eligibility for patronage distributions from the respective such Farm Credit Lenders Lender (in the form of Farm Credit Equities and cash) and (z) patronage distributions, if any, in the event of a sale by a Farm Credit Lender of participations in the Commitment of and the portion of a Term Loan made by such Farm Credit Lender, (ii) patronage refunds or other distributions by each Farm Credit Lender are subject to various conditions, including approval by the applicable board of directors of such Farm Credit Lender with respect to each such refund or other distribution and (iii) the Administrative Borrower (and not an Affiliate of any Borrower) will be the owner of the Farm Credit Equities issued by the applicable Farm Credit Lender or an Affiliate thereof, and that the Administrative Borrower’s designated voter as the owner of such Farm Credit Equities shall at all times be the Chief Financial Officer of the Administrative Borrower; provided, however, that the Administrative Borrower may change such designated voter to another officer of the Administrative Borrower upon prior written notice to the Administrative Agent (such notice to be promptly distributed to each Farm Credit Lender)participation interest. Each Farm Credit Lender reserves the right to assign, assign or sell participations in, in all or any part of its Commitment Commitments or outstanding portion of a Term Loan Borrowings hereunder on a non-patronage basis (and/or to a Lender that pays no patronage or lower-patronagepays patronage that is lower than the patronage paid by the transferring Farm Credit Lender) basis in accordance with the provisions of Section 10.06 of this Agreement. (d) Each party hereto acknowledges 9.04; provided, that each Farm Credit Lender has a statutory first lien pursuant if Borrower’s consent to the Farm Credit Act of 1971 (as amended from time to time) on all Farm Credit Equities of such Farm Credit Lender that the Administrative Borrower may now own assignment or hereafter acquire, which statutory lien shall be for such Farm Credit Lender’s sole and exclusive benefit. The Farm Credit Equities sale of a particular Farm Credit Lender shall not constitute security for the Obligations due to any other Lender. To the extent that any of the Loan Documents create a Lien on the Farm Credit Equities of a Farm Credit Lender or on patronage accrued participation by such Farm Credit Lender for is required pursuant to Section 9.04(b) or Section 9.04(f), as applicable, the account parties hereto agree that, solely with respect to Borrower’s ability to reasonably withhold consent to such transfer because of an expected reduction in patronage distributions to the Administrative Borrower (including, in each case, proceeds thereofit being understood and agreed that the Borrower may have another basis for reasonably withholding consent to such transfer), such Lien shall be for such (A) if the transferring Farm Credit Lender’s sole and exclusive benefit and shall Lender has 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 an Event of Default, delivered a Farm Credit Lender may elect, solely at its discretion and with respect Transfer Certificate (as defined below) to the Farm Credit Equities issued by itBorrower, then the Borrower may withhold its consent to apply such assignment or sale in its sole discretion (and in such case, the cash portion of any patronage distribution or retirement of equity Borrower shall be deemed to amounts due under this Agreement. The Administrative Borrower acknowledges that any corresponding tax liability associated with such application is have acted reasonably), and (B) if the sole responsibility of the Administrative Borrower. No transferring Farm Credit Lender shall have any obligation to retire any has delivered a Farm Credit Equities upon the occurrence and continuance of any Event of Default or Default by the Administrative Borrower, or at any other time, either for application Lender Transfer Certificate to the Obligations or otherwise.Borrower,

Farm Credit Equity. (a) The Administrative Borrower will pay for stock or participation certificates evidencing equity interests in NWFCS and required to be acquired by the Administrative Borrower pursuant to this Section 6.14 upon request of NWFCS. (bi) So long as (i) any a Farm Credit Lender is a Lender or Voting Participant hereunder and (ii) such Farm Credit Lender has notified the Borrowers 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 a Term Loan made (or participated in) by such Farm Credit Lender hereunder, the Administrative each Borrower willin favor of which any Advances are to be made or are outstanding, as a condition to receiving 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 (as each may be amended from time to time), except that the maximum amount of equity that the Administrative each such Borrower may be required to acquire purchase in such Farm Credit Lender or one of its Affiliates in connection with the portion of such Term Loan the Advances made by such Farm Credit Lender hereunder may not exceed the maximum amount permitted by the relevant bylaws and the applicable bylaws, capital plan and related documents (x) at the time this Agreement is entered into or (y) in the case of a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of participation, at the time of the closing of 76 the related assignment or sale of participation. The Administrative Each such Borrower acknowledges receipt of the documents described on Schedule 6.14 (the “from each Farm Credit Equity Documents”), which Lender that describe the nature of all of the Administrative Borrower’s applicable Borrower(s)’ stock and participation certificates other equities in the respective such Farm Credit Lenders (or Affiliates thereof) Lender acquired in connection with the Term Loans its patronage loan from the such Farm Credit Lenders hereunder Lender (the “Farm Credit Equities”) as well as relevant applicable capitalization requirements, and agrees to be bound by the terms thereof. (cii) Each party hereto acknowledges that (i) the each Farm Credit Equity Documents Lender’s bylaws, capital plan and similar documents (as each may be amended from time to time) shall govern (x) the rights and obligations of the parties with respect to the Farm Credit Equities and any patronage refunds or other distributions made on account thereof or on account of the Administrative a Borrower’s patronage with the respective such Farm Credit LendersLender, (y) the Administrative a Borrower’s eligibility for patronage distributions from the respective such Farm Credit Lenders Lender (in the form of Farm Credit Equities and cash) and (z) patronage distributions, if any, in the event of a sale by a Farm Credit Lender of participations in the Commitment of and the portion of a Term Loan made by such Farm Credit Lender, (ii) patronage refunds or other distributions by each Farm Credit Lender are subject to various conditions, including approval by the applicable board of directors of such Farm Credit Lender with respect to each such refund or other distribution and (iii) the Administrative Borrower (and not an Affiliate of any Borrower) will be the owner of the Farm Credit Equities issued by the applicable Farm Credit Lender or an Affiliate thereof, and that the Administrative Borrower’s designated voter as the owner of such Farm Credit Equities shall at all times be the Chief Financial Officer of the Administrative Borrower; provided, however, that the Administrative Borrower may change such designated voter to another officer of the Administrative Borrower upon prior written notice to the Administrative Agent (such notice to be promptly distributed to each Farm Credit Lender)participation interest. Each Farm Credit Lender reserves the right to assign, assign or sell participations in, in all or any part of its Commitment Commitments or outstanding portion of a Term Loan Advances hereunder on a non-patronage (or lower-patronage) basis in accordance with the provisions of Section 10.06 of this Agreement. (d) Each party hereto acknowledges 8.07; provided, that each Farm Credit Lender has a statutory first lien pursuant if Rayonier’s consent to the Farm Credit Act of 1971 (as amended from time to time) on all Farm Credit Equities of such Farm Credit Lender that the Administrative Borrower may now own assignment or hereafter acquire, which statutory lien shall be for such Farm Credit Lender’s sole and exclusive benefit. The Farm Credit Equities sale of a particular Farm Credit Lender shall not constitute security for the Obligations due to any other Lender. To the extent that any of the Loan Documents create a Lien on the Farm Credit Equities of a Farm Credit Lender or on patronage accrued participation by such Farm Credit Lender is required pursuant to Section 8.07(b)(iii) or Section 8.07(f), as applicable, the parties hereto agree that, solely with respect to Rayonier’s ability to reasonably withhold consent to such transfer because of an expected reduction in patronage distributions to the applicable Borrower (it being understood and agreed that Rayonier may have another basis for reasonably withholding consent to such transfer), (A) if the transferring Farm Credit Lender has not delivered a Farm Credit Lender Transfer Certificate (as defined below) to Rayonier, then Rayonier may withhold its consent to such assignment or sale in its sole discretion (and in such case, Rayonier shall be deemed to have acted reasonably), and (B) if the transferring Farm Credit Lender has delivered a Farm Credit Lender Transfer Certificate to Rayonier, then Rayonier may not withhold its consent to such assignment or sale (and any such withholding of consent shall be deemed unreasonable). For purposes hereof, “Farm Credit Lender Transfer Certificate” means a certificate executed by an officer of the transferring Farm Credit Lender and certifying to Rayonier that such transferring Farm Credit Lender has used commercially reasonable efforts to consummate the relevant assignment or sale or a participation with another entity that would be expected to make patronage distributions to the applicable Borrower on a going forward basis that are consistent with (or better than) those that the applicable Borrower could reasonably have expected to have received from such transferring Farm Credit Lender. Notwithstanding anything herein to the contrary, only those entities which have made Borrowings hereunder shall be required to purchase Farm Credit Equities pursuant to this Agreement. Any Advances made to a Borrower shall result in the accrual of patronage refunds or distributions for the benefit of such Borrower, and such patronage refunds or distributions shall be payable directly for the account of the Administrative 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 an Event of Default, a Farm Credit Lender may elect, solely at its discretion and with respect to the Farm Credit Equities issued by it, to apply the cash portion of any patronage distribution or retirement of equity to amounts due under this Agreement. The Administrative Borrower acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the Administrative Borrower. No Farm Credit Lender shall have any obligation to retire any Farm Credit Equities upon the occurrence and continuance of any Event of Default or Default by the Administrative Borrower, or at any other time, either for application to the Obligations or otherwise.77

Farm Credit Equity. (a) The Administrative Borrower will pay for stock or participation certificates evidencing equity interests in NWFCS and required to be acquired by the Administrative Borrower pursuant to this Section 6.14 upon request of NWFCS. (b) So long as (i) any a Farm Credit Lender System Institution is a Lender or Voting Participant hereunder and (ii) such Farm Credit Lender has notified the Borrowers 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 a Term Loan made (or participated in) by such Farm Credit Lender hereunder, the Administrative Borrower will, as a condition to receiving such patronage distributions, will acquire equity in such Farm Credit Lender or one of its Affiliates System Institution in such amounts and at such times as such Farm Credit Lender System Institution may require in accordance with such Farm Credit LenderSystem Institution’s Bylaws and Capital Plan (or its Affiliate’s bylaws and capital plan their equivalent) (as each may be amended from time to time), except that the maximum amount of equity that the Administrative Borrower may shall be required pursuant to acquire this sentence to purchase in such Farm Credit Lender or one of its Affiliates System Institution in connection with the portion of such Term Loan Loans made by such Farm Credit Lender hereunder may System Institution shall not exceed the maximum amount permitted required by the relevant bylaws Bylaws and the capital plan Capital Plan (xor the equivalent) at on the time this Agreement is entered into or (y) in the case of a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of participation, at the time of the closing of the related assignment or sale of participationEffective Date. The Administrative Borrower acknowledges receipt of the documents described on Schedule 6.14 (the “from each Farm Credit Equity Documents”), which System Institution that describe the nature of all of the Administrative Borrower’s cash patronage, stock and participation certificates other equities in the respective such Farm Credit Lenders (or Affiliates thereof) System Institution acquired in connection with the Term Loans its patronage loan from the such Farm Credit Lenders hereunder System Institution (the “Farm Credit Equities”) ), as well as relevant capitalization requirements, and agrees to be bound by the terms thereof. (cb) Each party hereto acknowledges that (i) the each Farm Credit Equity Documents System Institution’s Bylaws and 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 Administrative Borrower’s patronage with the respective such Farm Credit LendersSystem Institution, (yii) the Administrative Borrower’s eligibility for patronage distributions from the respective such Farm Credit Lenders System Institution (in the form of Farm Credit Equities and cash) and (ziii) patronage distributions, if any, in the event of a sale by a Farm Credit Lender of participations in the Commitment of and the portion of a Term Loan made by such Farm Credit Lender, (ii) patronage refunds or other distributions by each Farm Credit Lender are subject to various conditions, including approval by the applicable board of directors of such Farm Credit Lender with respect to each such refund or other distribution and (iii) the Administrative Borrower (and not an Affiliate of any Borrower) will be the owner of the Farm Credit Equities issued by the applicable Farm Credit Lender or an Affiliate thereof, and that the Administrative Borrower’s designated voter as the owner of such Farm Credit Equities shall at all times be the Chief Financial Officer of the Administrative Borrower; provided, however, that the Administrative Borrower may change such designated voter to another officer of the Administrative Borrower upon prior written notice to the Administrative Agent (such notice to be promptly distributed to each Farm Credit Lender)participation interest. Each Farm Credit Lender System Institution reserves the right to assign, assign or sell participations in, in all or any part of its Commitment Commitments or outstanding portion of a Term Loan Loans hereunder on a non-patronage (or lower-patronage) basis in accordance with the provisions of Section 10.06 of this Agreementbasis. (dc) Each party hereto acknowledges that each Farm Credit Lender System Institution has a statutory first lien pursuant to the Farm Credit Act of 1971 (as amended from time to time) on all Farm Credit Equities of such Farm Credit Lender that the Administrative Borrower may now own or hereafter acquire, which statutory lien shall be for such Farm Credit LenderSystem Institution’s sole and exclusive benefit. The Farm Credit Equities of a particular Farm Credit Lender shall not constitute security for the Obligations due to any other Lender. To the extent that any of the Loan Documents create a Lien on the Farm Credit Equities of a Farm Credit Lender or on patronage accrued by such Farm Credit Lender for the account of the Administrative 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 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 System Institution may elect, solely at its discretion and with respect to the Farm Credit Equities issued by itdiscretion, to apply the cash portion of any patronage distribution or retirement of equity to amounts due owed to such Farm Credit System Institution under this Agreement, whether or not such amounts are currently due and payable. The Administrative Borrower acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the Administrative Borrower. No Farm Credit Lender System Institution shall have any obligation to retire any Farm Credit Equities upon the occurrence and continuance of any Event of Default, Default or Default any other default by the Administrative BorrowerBorrower or any other Loan Party, or at any other time, either for application to the Obligations or otherwise.

Farm Credit Equity. (a) The Administrative Borrower will pay for stock or participation certificates evidencing equity interests in NWFCS and required to be acquired by the Administrative Borrower pursuant to this Section 6.14 upon request of NWFCS. (b) So long as (i) any a Farm Credit Lender is a Lender or Voting Participant hereunder and (ii) such Farm Credit Lender has notified the Borrowers Borrower 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 a Term Loan the Loans made (or participated in) by such Farm Credit Lender hereunder, the Administrative Borrower will, as a condition to receiving such patronage distributions, acquire equity in such Farm Credit Lender or one of its Affiliates 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 Affiliate’s bylaws and capital plan or similar documents (as each may be amended from time to time), except that provided, however, that, notwithstanding anything to the contrary contained herein, the maximum amount of equity that the Administrative Borrower may be required to acquire purchase in such Farm Credit Lender or one of its Affiliates in connection with the portion of such Term Loan Loans made by such Farm Credit Lender hereunder may shall not exceed the maximum amount permitted required by the relevant bylaws and the applicable bylaws, capital plan and related documents, in each case, (x) at as in effect (and in the time this Agreement is entered into form provided to the 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, as in effect (and in the form provided to the Borrower) at the time of the closing of the related assignment or sale of participation. The Administrative Borrower acknowledges receipt of the documents described from the respective Farm Credit Lenders that are listed on Schedule 6.14 4.01(h) (together with any similar documents delivered to the 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 after the Closing Date, the “Farm Credit Equity Documents”), which describe the nature of all of the Administrative Borrower’s stock and participation certificates and/or other equities in the respective such Farm Credit Lenders (or Affiliates thereof) its Affiliate required to be acquired by the Borrower in connection with the Term Loans from the made (or participated in) by such Farm Credit Lenders hereunder Lender (the “Farm Credit Equities”) ), as well as relevant applicable capitalization requirements, and the Borrower agrees to be bound by the terms thereof. (cb) Each party hereto acknowledges that (i) the Farm Credit Equity Documents (as each may be amended from time to time) shall govern (x) the rights and obligations of the parties with respect to the Farm Credit Equities and any patronage refunds or other distributions made on account thereof or on account of the Administrative Borrower’s patronage with the respective Farm Credit Lenders, (y) the Administrative Borrower’s eligibility for patronage distributions from the respective Farm Credit Lenders or their Affiliates (in the form of Farm Credit Equities and and/or cash) and (z) patronage distributions, if any, in the event of a sale by a Farm Credit Lender of participations in the Commitment of and the portion of a the Term Loan made (or participated in) by such Farm Credit Lender, (ii) patronage refunds or other distributions by each Farm Credit Lender or one of its Affiliates are subject to various conditions, including approval by the applicable board of directors of such Farm Credit Lender or Affiliate with respect to each such refund or other distribution and (iii) the Administrative Borrower (and not an Affiliate of any the Borrower) will be the owner of the Farm Credit Equities issued by the applicable Farm Credit Lender or an Affiliate thereof, and that the Administrative Borrower’s designated voter as the owner of such Farm Credit Equities shall at all times be the Chief Financial Officer of the Administrative Borrower; provided, however, that the Administrative Borrower may change such designated voter to another officer of the Administrative Borrower upon prior written notice to the Administrative Agent (such notice to be promptly distributed to each Farm Credit Lender). Each Farm Credit Lender reserves the right to assign, assign or sell participations in, in all or any part of its Commitment Commitments or outstanding portion of a Term Loan Borrowings hereunder on a non-patronage basis (and/or to a Lender that pays no patronage or lower-patronagepays patronage that is lower than the patronage paid by the transferring Farm Credit Lender) basis in accordance with the provisions of Section 10.06 of this Agreement. (d) Each party hereto acknowledges 11.06; provided, that each Farm Credit Lender has a statutory first lien pursuant if Borrower’s consent to the Farm Credit Act of 1971 (as amended from time to time) on all Farm Credit Equities of such Farm Credit Lender that the Administrative Borrower may now own assignment or hereafter acquire, which statutory lien shall be for such Farm Credit Lender’s sole and exclusive benefit. The Farm Credit Equities sale of a particular Farm Credit Lender shall not constitute security for the Obligations due to any other Lender. To the extent that any of the Loan Documents create a Lien on the Farm Credit Equities of a Farm Credit Lender or on patronage accrued participation by such Farm Credit Lender for the account of the Administrative Borrower (including, in each case, proceeds thereofis required pursuant to Section 11.06(b) or Section 11.06(e), 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 as applicable, the Farm Credit Equities nor any accrued patronage shall be offset against the Obligations except parties hereto agree that, in an Event of Default, a Farm Credit Lender may elect, solely at its discretion and with respect to the Farm Credit Equities issued by it, Borrower’s ability to apply the cash portion of any patronage distribution or retirement of equity to amounts due under this Agreement. The Administrative Borrower acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the Administrative Borrower. No Farm Credit Lender shall have any obligation to retire any Farm Credit Equities upon the occurrence and continuance of any Event of Default or Default by the Administrative Borrower, or at any other time, either for application to the Obligations or otherwise.reasonably withhold

Farm Credit Equity. (a) The Administrative Borrower will pay for stock or participation certificates evidencing equity interests in NWFCS and required to be acquired by the Administrative Borrower pursuant to this Section 6.14 upon request of NWFCS. (bi) So long as (i) any a Farm Credit Lender is a Lender or Voting Participant hereunder and (ii) such Farm Credit Lender has notified the Borrowers 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 a Term Loan made (or participated in) by such Farm Credit Lender hereunder, the Administrative each Borrower willin favor of which any Advances are to be made or are outstanding, as a condition to receiving 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 (as each may be amended from time to time), except that the maximum amount of equity that the Administrative each such Borrower may be required to acquire purchase in such Farm Credit Lender or one of its Affiliates in connection with the portion of such Term Loan the Advances made by such Farm Credit Lender hereunder may not exceed the maximum amount permitted by the relevant bylaws and the applicable bylaws, capital plan and related documents (x) at the time this Agreement is entered into or (y) in the case of a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of participation, at the time of the closing of CHAR2\1701593v10 the related assignment or sale of participation. The Administrative Each such Borrower acknowledges receipt of the documents described on Schedule 6.14 (the “from each Farm Credit Equity Documents”), which Lender that describe the nature of all of the Administrative Borrower’s applicable Borrower(s)’ stock and participation certificates other equities in the respective such Farm Credit Lenders (or Affiliates thereof) Lender acquired in connection with the Term Loans its patronage loan from the such Farm Credit Lenders hereunder Lender (the “Farm Credit Equities”) as well as relevant applicable capitalization requirements, and agrees to be bound by the terms thereof. (ci) Each party hereto acknowledges that (i) the each Farm Credit Equity Documents Lender’s bylaws, capital plan and similar documents (as each may be amended from time to time) shall govern (x) the rights and obligations of the parties with respect to the Farm Credit Equities and any patronage refunds or other distributions made on account thereof or on account of the Administrative a Borrower’s patronage with the respective such Farm Credit LendersLender, (y) the Administrative a Borrower’s eligibility for patronage distributions from the respective such Farm Credit Lenders Lender (in the form of Farm Credit Equities and cash) and (z) patronage distributions, if any, in the event of a sale by a Farm Credit Lender of participations in the Commitment of and the portion of a Term Loan made by such Farm Credit Lender, (ii) patronage refunds or other distributions by each Farm Credit Lender are subject to various conditions, including approval by the applicable board of directors of such Farm Credit Lender with respect to each such refund or other distribution and (iii) the Administrative Borrower (and not an Affiliate of any Borrower) will be the owner of the Farm Credit Equities issued by the applicable Farm Credit Lender or an Affiliate thereof, and that the Administrative Borrower’s designated voter as the owner of such Farm Credit Equities shall at all times be the Chief Financial Officer of the Administrative Borrower; provided, however, that the Administrative Borrower may change such designated voter to another officer of the Administrative Borrower upon prior written notice to the Administrative Agent (such notice to be promptly distributed to each Farm Credit Lender)participation interest. Each Farm Credit Lender reserves the right to assign, assign or sell participations in, in all or any part of its Commitment Commitments or outstanding portion of a Term Loan Advances hereunder on a non-patronage (or lower-patronage) basis in accordance with the provisions of Section 10.06 of this Agreement. (d) Each party hereto acknowledges 8.07; provided, that each Farm Credit Lender has a statutory first lien pursuant if Rayonier’s consent to the Farm Credit Act of 1971 (as amended from time to time) on all Farm Credit Equities of such Farm Credit Lender that the Administrative Borrower may now own assignment or hereafter acquire, which statutory lien shall be for such Farm Credit Lender’s sole and exclusive benefit. The Farm Credit Equities sale of a particular Farm Credit Lender shall not constitute security for the Obligations due to any other Lender. To the extent that any of the Loan Documents create a Lien on the Farm Credit Equities of a Farm Credit Lender or on patronage accrued participation by such Farm Credit Lender is required pursuant to Section 8.07(b)(iii) or Section 8.07(f), as applicable, the parties hereto agree that, solely with respect to Rayonier’s ability to reasonably withhold consent to such transfer because of an expected reduction in patronage distributions to the applicable Borrower (it being understood and agreed that Rayonier may have another basis for reasonably withholding consent to such transfer), (A) if the transferring Farm Credit Lender has not delivered a Farm Credit Lender Transfer Certificate (as defined below) to Rayonier, then Rayonier may withhold its consent to such assignment or sale in its sole discretion (and in such case, Rayonier shall be deemed to have acted reasonably), and (B) if the transferring Farm Credit Lender has delivered a Farm Credit Lender Transfer Certificate to Rayonier, then Rayonier may not withhold its consent to such assignment or sale (and any such withholding of consent shall be deemed unreasonable). For purposes hereof, “Farm Credit Lender Transfer Certificate” means a certificate executed by an officer of the transferring Farm Credit Lender and certifying to Rayonier that such transferring Farm Credit Lender has used commercially reasonable efforts to consummate the relevant assignment or sale or a participation with another entity that would be expected to make patronage distributions to the applicable Borrower on a going forward basis that are consistent with (or better than) those that the applicable Borrower could reasonably have expected to have received from such transferring Farm Credit Lender. Notwithstanding anything herein to the contrary, only those entities which have made Borrowings hereunder shall be required to purchase Farm Credit Equities pursuant to this Agreement. Any Advances made to a Borrower shall result in the accrual of patronage refunds or distributions for the benefit of such Borrower, and such patronage refunds or distributions shall be payable directly for the account of the Administrative 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 an Event of Default, a Farm Credit Lender may elect, solely at its discretion and with respect to the Farm Credit Equities issued by it, to apply the cash portion of any patronage distribution or retirement of equity to amounts due under this Agreement. The Administrative Borrower acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the Administrative Borrower. No Farm Credit Lender shall have any obligation to retire any Farm Credit Equities upon the occurrence and continuance of any Event of Default or Default by the Administrative Borrower, or at any other time, either for application to the Obligations or otherwise.CHAR2\1701593v10