Common use of Liabilities of Others Clause in Contracts

Liabilities of Others. Borrower shall not (nor shall it permit any of its Consolidated Subsidiaries to) assume, guarantee, become liable as a surety, endorse, contingently agree to purchase, or otherwise be or become liable, directly or indirectly (including, but not limited to, by means of a maintenance agreement, an asset or stock purchase agreement, or any other agreement designed to ensure any creditor against loss), for or on account of the obligation of any Person, except: (a) by the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of the Borrower’s or any Consolidated Subsidiary’s business; (b) guarantees made from time to time, whether in existence on the Closing Date or made subsequent thereto, among Borrower and its Consolidated Subsidiaries; provided that guarantees in support of Cofina by Borrower and its Consolidated Subsidiaries (other than Cofina) shall not exceed in the aggregate (x) $500,000,000.00 minus (y) the amount of loans or advances by Borrower and such Consolidated Subsidiaries to Cofina under Section 12.6(c) and Investments by Borrower and such Consolidated Subsidiaries in Cofina under Section 12.8(g); and (c) guarantees made from time to time, whether in existence on the Closing Date or made subsequent thereto, by Borrower and its Consolidated Subsidiaries in the ordinary course of their respective businesses with respect to the liabilities and obligations of other Persons (other than Cofina), provided, however, that the aggregate amount of all indebtedness guaranteed under this clause (c) shall not exceed $500,000,000.00 in the aggregate.

Liabilities of Others. Borrower shall not (nor shall it permit any of its Consolidated Subsidiaries to) assume, guaranteeGuarantee, become liable as a surety, endorse, contingently agree to purchase, or otherwise be or become liable, directly or indirectly (including, but not limited to, by means of a maintenance agreement, an asset or stock purchase agreement, or any other agreement designed to ensure any creditor against loss), for or on account of the obligation of any Person, except: (a) by the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of the Borrower’s or any Consolidated Subsidiary’s business; (b) guarantees made from time to time, whether in existence on the Closing Date or made subsequent thereto, among Borrower and its Consolidated Subsidiaries; provided that guarantees in support of Cofina CHS Capital by Borrower and its Consolidated Subsidiaries (other than CofinaCHS Capital) shall not exceed in the aggregate (x) $500,000,000.00 minus (y) the amount of loans or advances by Borrower and such Consolidated Subsidiaries to Cofina CHS Capital under Section 12.6(c) and Investments by Borrower and such Consolidated Subsidiaries in Cofina CHS Capital under Section 12.8(g); and (c) guarantees made from time to time, whether in existence on the Closing Date or made subsequent thereto, by Borrower and its Consolidated Subsidiaries in the ordinary course of their respective businesses with respect to the liabilities and obligations of other Persons (other than CofinaCHS Capital), provided, however, that the aggregate amount of all indebtedness guaranteed under this clause (c) shall not exceed $500,000,000.00 in the aggregate.

Liabilities of Others. Borrower shall not (nor shall it permit any of its Consolidated Subsidiaries to) assume, guaranteeGuarantee, become liable as a surety, endorse, contingently agree to purchase, or otherwise be or become liable, directly or indirectly (including, but not limited to, by means of a maintenance agreement, an asset or stock purchase agreement, or any other agreement designed to ensure any creditor against loss), for or on account of the obligation of any Person, except: (a) by the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of the Borrower’s or any Consolidated Subsidiary’s business; (b) guarantees made from time to time, whether in existence on the Closing Date or made subsequent thereto, among Borrower and its Consolidated Subsidiaries; provided provided, that guarantees in support of Cofina obligations of CHS Capital by Borrower and its Consolidated Subsidiaries (other than CofinaCHS Capital) shall not exceed in the aggregate (x) $500,000,000.00 1,000,000,000.00 minus (y) the amount of loans or advances by Borrower and such Consolidated Subsidiaries to Cofina CHS Capital under Section 12.6(c10.6(c) and Investments by Borrower and such Consolidated Subsidiaries in Cofina CHS Capital under Section 12.8(g10.8(g); and (c) guarantees made from time to timetime (including, for the avoidance of doubt, guarantees of producer loans and guarantees of loans to member cooperatives), whether in existence on the Closing Date or made subsequent thereto, by Borrower and its Consolidated Subsidiaries in the ordinary course of their respective businesses with respect to the liabilities and obligations of other Persons (other than CofinaCHS Capital), provided, however, that the aggregate amount of all indebtedness guaranteed under this clause (c) shall not exceed $500,000,000.00 1,000,000,000.00 in the aggregate; provided, that this Section 10.5 is subject to the Conditional Amendments as set forth in Section 14.26 and Schedule 3 hereto.

Liabilities of Others. Borrower shall not (nor shall it permit any of its Consolidated Restricted Subsidiaries to) assume, guarantee, become liable as a surety, endorse, contingently agree to purchase, or otherwise be or become liable, directly or indirectly (including, but not limited to, by means of a maintenance agreement, an asset or stock purchase agreement, or any other agreement designed to ensure any creditor against loss), for or on account of the obligation of any Person, except: except (a) by the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of the Borrower’s or any Consolidated Restricted Subsidiary’s business; , (b) guarantees made from time to time, whether in existence on the Closing Date or made subsequent thereto, among Borrower and its Consolidated Subsidiaries; provided that guarantees in support of Cofina by Borrower and its Consolidated Subsidiaries (other than Cofina) shall not exceed in the aggregate (x) $500,000,000.00 minus (y) the amount of loans or advances by Borrower and such Consolidated Subsidiaries to Cofina under Section 12.6(c) and Investments by Borrower and such Consolidated Subsidiaries in Cofina under Section 12.8(g); and (c) guarantees made from time to time, whether in existence on the Closing Date or made subsequent thereto, by Borrower and its Consolidated Restricted Subsidiaries in the ordinary course of their respective businesses with respect to the liabilities and obligations of other Persons (other than CofinaNational Cooperative Refinery Association (“NCRA”), ; provided, however, that the aggregate amount of all indebtedness guaranteed under this clause (cb) shall not exceed $500,000,000.00 150,000,000.00 in the aggregate, and (c) guarantees made by Borrower from time to time, whether in existence on the Closing Date or made subsequent thereto, of liabilities and obligations of NCRA for Funded Debt of NCRA, provided that the maximum amount of liabilities of NCRA guaranteed pursuant to this clause (c), when added to the amount of Investments by Borrower pursuant to clause (i) of Subsection 10.8 hereof, shall not exceed $125,000,000.00.

Liabilities of Others. Borrower Guarantor shall not (nor shall it permit any of its Consolidated Subsidiaries (including the Borrower) to) assume, guaranteeGuaranty, become liable as a surety, endorse, contingently agree to purchase, or otherwise be or become liable, directly or indirectly (including, but not limited to, by means of a maintenance agreement, an asset or stock purchase agreement, or any other agreement designed to ensure any creditor against loss), for or on account of the obligation of any Person, except: (a) by the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of the BorrowerGuarantor’s business or business of any Consolidated Subsidiary’s businessSubsidiary thereof; (b) guarantees made from time to time, whether in existence on the Closing Date or made subsequent thereto, among Borrower Guarantor and its Consolidated Subsidiaries; 55 provided that guarantees in support of Cofina CHS Capital by Borrower Guarantor and its Consolidated Subsidiaries (other than CofinaCHS Capital) shall not exceed in the aggregate (x) $500,000,000.00 U.S.$500,000,000 minus (y) the amount of loans or advances by Borrower Guarantor and such Consolidated Subsidiaries to Cofina CHS Capital under Section 12.6(c) and Investments by Borrower Guarantor and such Consolidated Subsidiaries in Cofina CHS Capital under Section 12.8(g); and (c) guarantees made from time to time, whether in existence on the Closing Date or made subsequent thereto, by Borrower Guarantor and its Consolidated Subsidiaries in the ordinary course of their respective businesses with respect to the liabilities and obligations of other Persons (other than CofinaCHS Capital), provided, however, that the aggregate amount of all indebtedness guaranteed under this clause (c) shall not exceed $500,000,000.00 U.S.$1,000,000,000 in the aggregate, or U.S.$100,000,000 in the case of indebtedness guaranteed by the Borrower.

Liabilities of Others. Borrower Guarantor shall not (nor shall it permit any of its Consolidated Subsidiaries (including the Borrower) to) assume, guaranteeGuaranty, become liable as a surety, endorse, contingently agree to purchase, or otherwise be or become liable, directly or indirectly (including, but not limited to, by means of a maintenance agreement, an asset or stock purchase agreement, or any other agreement designed to ensure any creditor against loss), for or on account of the obligation of any Person, except: (a) by the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of the BorrowerGuarantor’s business or business of any Consolidated Subsidiary’s businessSubsidiary thereof; (b) guarantees made from time to time, whether in existence on the Closing Date or made subsequent thereto, among Borrower Guarantor and its Consolidated Subsidiaries; provided that guarantees in support of Cofina CHS Capital by Borrower Guarantor and its Consolidated Subsidiaries (other than CofinaCHS Capital) shall not exceed in the aggregate (x) $500,000,000.00 U.S.$500,000,000 minus (y) the amount of loans or advances by Borrower Guarantor and such Consolidated Subsidiaries to Cofina CHS Capital under Section 12.6(c) and Investments by Borrower Guarantor and such Consolidated Subsidiaries in Cofina CHS Capital under Section 12.8(g); and (c) guarantees made from time to time, whether in existence on the Closing Date or made subsequent thereto, by Borrower Guarantor and its Consolidated Subsidiaries in the ordinary course of their respective businesses with respect to the liabilities and obligations of other Persons (other than CofinaCHS Capital), provided, however, that the aggregate amount of all indebtedness guaranteed under this clause (c) shall not exceed $500,000,000.00 U.S.$1,000,000,000 in the aggregate, or U.S.$100,000,000 in the case of indebtedness guaranteed by the Borrower.

Liabilities of Others. Borrower shall not (nor shall it permit any of its Consolidated Subsidiaries to) assume, guaranteeGuarantee, become liable as a surety, endorse, contingently agree to purchase, or otherwise be or become liable, directly or indirectly (including, but not limited to, by means of a maintenance agreement, an asset or stock purchase agreement, or any other agreement designed to ensure any creditor against loss), for or on account of the obligation of any Person, except: (a) by the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of the Borrower’s or any Consolidated Subsidiary’s business; (b) guarantees of obligations pursuant to a Permitted Inventory and Repo Finance Transaction; (c) guarantees made from time to time, whether in existence on the Closing Date or made subsequent thereto, among Borrower and its Consolidated Subsidiaries; provided provided, that guarantees in support of Cofina obligations of CHS Capital by Borrower and its Consolidated Subsidiaries (other than CofinaCHS Capital) shall not exceed in the aggregate (x) $500,000,000.00 1,000,000,000.00 minus (y) the amount of loans or advances by Borrower and such Consolidated Subsidiaries to Cofina CHS Capital under Section 12.6(c10.6(c) and Investments by Borrower and such Consolidated Subsidiaries in Cofina CHS Capital under Section 12.8(g10.8(g); and (cd) guarantees made from time to timetime (including, for the avoidance of doubt, guarantees of producer loans and guarantees of loans to member cooperatives), whether in existence on the Closing Date or made subsequent thereto, by Borrower and its Consolidated Subsidiaries in the ordinary course of their respective businesses with respect to the liabilities and obligations of other Persons (other than CofinaCHS Capital), provided, however, that the aggregate amount of all indebtedness guaranteed under this clause (cd) shall not exceed $500,000,000.00 1,000,000,000.00 in the aggregate.

Liabilities of Others. Borrower Guarantor shall not (nor shall it permit any of its Consolidated Subsidiaries (including the Borrower) to) assume, guaranteeGuaranty, become liable as a surety, endorse, contingently agree to purchase, or otherwise be or become liable, directly or indirectly (including, but not limited to, by means of a maintenance agreement, an asset or stock purchase agreement, or any other agreement designed to ensure any creditor against loss), for or on account of the obligation of any Person, except: (a) by the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of the BorrowerGuarantor’s business or business of any Consolidated Subsidiary’s businessSubsidiary thereof; (b) guarantees made from time to time, whether in existence on the Closing Date or made subsequent thereto, among Borrower Guarantor and its Consolidated Subsidiaries; provided provided, that guarantees in support of Cofina obligations of CHS Capital by Borrower Guarantor and its Consolidated Subsidiaries (other than CofinaCHS Capital) shall not exceed in the aggregate (x) $500,000,000.00 1,000,000,000.00 minus (y) the amount of loans or advances by Borrower Guarantor and such Consolidated Subsidiaries to Cofina CHS Capital under Section 12.6(c) and Investments by Borrower Guarantor and such Consolidated Subsidiaries in Cofina CHS Capital under Section 12.8(g); and (c) guarantees made from time to timetime (including, for the avoidance of doubt, guarantees of producer loans and guarantees of loans to member cooperatives), whether in existence on the Closing Date or made subsequent thereto, by Borrower Guarantor and its Consolidated Subsidiaries in the ordinary course of their respective businesses with respect to the liabilities and obligations of other Persons (other than CofinaCHS Capital), provided, however, that the aggregate amount of all indebtedness guaranteed under this clause (c) shall not exceed $500,000,000.00 1,000,000,000.00 in the aggregate, or U.S.$100,000,000 in the case of indebtedness guaranteed by the Borrower.” 4.4Section 12.6(c)(x) is hereby modified by deleting “$500,000,000” and replacing it with “U.S.$1,000,000,000.”

Liabilities of Others. Borrower shall not (nor shall it permit any of its Consolidated Subsidiaries to) assume, guaranteeGuarantee, become liable as a surety, endorse, contingently agree to purchase, or otherwise be or become liable, directly or indirectly (including, but not limited to, by means of a maintenance agreement, an asset or stock purchase agreement, or any other agreement designed to ensure any creditor against loss), for or on account of the obligation of any Person, except: (a) by the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of the Borrower’s or any Consolidated Subsidiary’s business; (b) guarantees of obligations pursuant to a Permitted Inventory and Repo Finance Transaction; (c) guarantees made from time to time, whether in existence on the Closing Date or made subsequent thereto, among Borrower and its Consolidated Subsidiaries; provided provided, that guarantees in support of Cofina obligations of CHS Capital by Borrower and its Consolidated Subsidiaries (other than CofinaCHS Capital) shall not exceed in the aggregate (x) $500,000,000.00 1,000,000,000.00 minus (y) the amount of loans or advances by Borrower and such Consolidated Subsidiaries to Cofina CHS Capital under Section 12.6(c) and Investments by Borrower and such Consolidated Subsidiaries in Cofina CHS Capital under Section 12.8(g); and (cd) guarantees made from time to timetime (including, for the avoidance of doubt, guarantees of producer loans and guarantees of loans to member cooperatives), whether in existence on the Closing Date or made subsequent thereto, by Borrower and its Consolidated Subsidiaries in the ordinary course of their respective businesses with respect to the liabilities and obligations of other Persons (other than CofinaCHS Capital), provided, however, that the aggregate amount of all indebtedness guaranteed under this clause (cd) shall not exceed $500,000,000.00 1,000,000,000.00 in the aggregate.

Liabilities of Others. Borrower shall not (nor shall it permit any of its Consolidated Restricted Subsidiaries to) assume, guarantee, become liable as a surety, endorse, contingently agree to purchase, or otherwise be or become liable, directly or indirectly (including, but not limited to, by means of a maintenance agreement, an asset or stock purchase agreement, or any other agreement designed to ensure any creditor against loss), for or on account of the obligation of any Person, except: except (a) by the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of the Borrower’s 's or any Consolidated Restricted Subsidiary’s 's business; , (b) guarantees made from time to time, whether in existence on the Closing Date or made subsequent thereto, among Borrower and its Consolidated Subsidiaries; provided that guarantees in support of Cofina by Borrower and its Consolidated Subsidiaries (other than Cofina) shall not exceed in the aggregate (x) $500,000,000.00 minus (y) the amount of loans or advances by Borrower and such Consolidated Subsidiaries to Cofina under Section 12.6(c) and Investments by Borrower and such Consolidated Subsidiaries in Cofina under Section 12.8(g); and (c) guarantees made from time to time, whether in existence on the Closing Date or made subsequent thereto, by Borrower and its Consolidated Restricted Subsidiaries in the ordinary course of their respective businesses with respect to the liabilities and obligations of other Persons (other than CofinaNational Cooperative Refinery Association ("NCRA"), ; provided, however, that the aggregate amount of all indebtedness guaranteed under this clause (cb) shall not exceed $500,000,000.00 150,000,000.00 in the aggregate, and (c) guarantees made by Borrower from time to time, whether in existence on the Closing Date or made subsequent thereto, of liabilities and obligations of NCRA for Funded Debt of NCRA, provided that the maximum amount of liabilities of NCRA guaranteed pursuant to this clause (c), when added to the amount of Investments by Borrower pursuant to clause (i) of Subsection 13.8 hereof, shall not exceed $125,000,000.00.

Liabilities of Others. Borrower Guarantor shall not (nor shall it permit any of its Consolidated Subsidiaries (including the Borrower) to) assume, guaranteeGuaranty, become liable as a surety, endorse, contingently agree to purchase, or otherwise be or become liable, directly or indirectly (including, but not limited to, by means of a maintenance agreement, an asset or stock purchase agreement, or any other agreement designed to ensure any creditor against loss), for or on account of the obligation of any Person, except: (a) by the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of the BorrowerGuarantor’s business or business of any Consolidated Subsidiary’s businessSubsidiary thereof; (b) guarantees made from time to time, whether in existence on the Closing Date or made subsequent thereto, among Borrower Guarantor and its Consolidated Subsidiaries; provided provided, that guarantees in support of Cofina obligations of CHS Capital by Borrower Guarantor and its Consolidated Subsidiaries (other than CofinaCHS Capital) shall not exceed in the aggregate (x) $500,000,000.00 1,000,000,000.00 minus (y) the amount of loans or advances by Borrower Guarantor and such Consolidated Subsidiaries to Cofina CHS Capital under Section 12.6(c) and Investments by Borrower Guarantor and such Consolidated Subsidiaries in Cofina CHS Capital under Section 12.8(g); and (c) guarantees made from time to timetime (including, for the avoidance of doubt, guarantees of producer loans and guarantees of loans to member cooperatives), whether in existence on the Closing Date or made subsequent thereto, by Borrower Guarantor and its Consolidated Subsidiaries in the ordinary course of their respective businesses with respect to the liabilities and obligations of other Persons (other than CofinaCHS Capital), provided, however, that the aggregate amount of all indebtedness guaranteed under this clause (c) shall not exceed $500,000,000.00 1,000,000,000.00 in the aggregate, or U.S.$100,000,000 in the case of indebtedness guaranteed by the Borrower.” 4.4 Section 12.6(c)(x) is hereby modified by deleting “$500,000,000” and replacing it with “U.S.$1,000,000,000.”

Liabilities of Others. Borrower shall not (nor shall it permit any of its Consolidated Subsidiaries to) assume, guaranteeGuarantee, become liable as a surety, endorse, contingently agree to purchase, or otherwise be or become liable, directly or indirectly (including, but not limited to, by means of a maintenance agreement, an asset or stock purchase agreement, or any other agreement designed to ensure any creditor against loss), for or on account of the obligation of any Person, except: (a) by the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of the Borrower’s or any Consolidated Subsidiary’s business; (b) guarantees made from time to time, whether in existence on the Closing Date or made subsequent thereto, among Borrower and its Consolidated Subsidiaries; provided provided, that guarantees in support of Cofina obligations of CHS Capital by Borrower and its Consolidated Subsidiaries (other than CofinaCHS Capital) shall not exceed in the aggregate (x) $500,000,000.00 1,000,000,000.00 minus (y) the amount of loans or advances by Borrower and such Consolidated Subsidiaries to Cofina CHS Capital under Section 12.6(c) and Investments by Borrower and such Consolidated Subsidiaries in Cofina CHS Capital under Section 12.8(g); and (c) guarantees made from time to timetime (including, for the avoidance of doubt, guarantees of producer loans and guarantees of loans to member cooperatives), whether in existence on the Closing Date or made subsequent thereto, by Borrower and its Consolidated Subsidiaries in the ordinary course of their respective businesses with respect to the liabilities and obligations of other Persons (other than CofinaCHS Capital), provided, however, that the aggregate amount of all indebtedness guaranteed under this clause (c) shall not exceed $500,000,000.00 1,000,000,000.00 in the aggregate; provided, that this Section 12.5 is subject to the Conditional Amendments as set forth in Section 16.26 and Schedule 3 hereto.