OR ACQUISITION BY ANY LOAN PARTY OF ANY NEW
DEPOSIT, INVESTMENT OR OTHER ACCOUNTS.
EACH LOAN PARTY, PROMPTLY UPON THE
REQUEST OF ADMINISTRATIVE AGENT, WILL EXECUTE AND DELIVER ALL SUCH ADDITIONAL
DOCUMENTS AND INSTRUMENTS AS ADMINISTRATIVE AGENT MAY REASONABLY REQUIRE WITH
RESPECT TO EACH MATERIAL OWNED PROPERTY AND EACH MATERIAL LEASED PROPERTY
ACQUIRED AFTER THE DATE HEREOF IN ORDER TO CREATE A VALID AND PERFECTED LIEN IN
FAVOR ADMINISTRATIVE AGENT IN SUCH PROPERTY (INCLUDING, UPON THE REQUEST OF
ADMINISTRATIVE AGENT, MORTGAGES, LEASEHOLD MORTGAGES, MORTGAGEE WAIVERS,
LANDLORD AGREEMENTS, FIXTURE FILINGS, ENVIRONMENTAL AUDITS, COMPLETED
ENVIRONMENTAL QUESTIONNAIRES, SURVEYS AND TITLE INSURANCE POLICIES).
ADMINISTRATIVE AGENT MAY ELECT NOT TO REQUEST ANY DOCUMENTS OR INSTRUMENTS AS
CONTEMPLATED BY THIS SUBSECTION 2.6 REGARDING SUCH MATERIAL OWNED PROPERTY OR
MATERIAL LEASED PROPERTY OR REGISTERED INTELLECTUAL PROPERTY UNDER THE LAWS OF
ANY COUNTRY OTHER THAN THE UNITED STATES IF IT DETERMINES IN ITS SOLE DISCRETION
THAT THE COSTS TO THE LOAN PARTIES OF PERFECTING A SECURITY INTEREST OR LIEN IN
SUCH MATERIAL OWNED PROPERTY, MATERIAL LEASED PROPERTY OR INTELLECTUAL PROPERTY
EXCEED THE RELATIVE BENEFIT AFFORDED THE SECURED PARTIES.
EACH LOAN PARTY,
PROMPTLY UPON THE REQUEST OF ADMINISTRATIVE AGENT, ALSO WILL AUTHENTICATE OR
EXECUTE AND DELIVER UCC FINANCING STATEMENTS (INCLUDING FIXTURE FILINGS),
ASSIGNMENTS, SECURITY AGREEMENTS, CONTROL AGREEMENTS (BUT ONLY FOR ACCOUNTS WITH
AN AVERAGE DAILY BALANCE (DETERMINED ON A TRAILING SIX (6) MONTH BASIS, COUNTING
THE ACTUAL NUMBER OF DAYS ELAPSED) EXCEEDING $1,000,000 FOR TWO (2) CONSECUTIVE
MONTHS), AND LEGAL OPINIONS AS ADMINISTRATIVE AGENT MAY REASONABLY REQUEST TO
FURTHER CREATE OR TO EVIDENCE A VALID AND PERFECTED LIEN IN FAVOR OF
ADMINISTRATIVE AGENT IN SUCH PROPERTY.
2.7
COBANK EQUITY.
SO LONG AS COBANK IS A
LENDER HEREUNDER, BORROWER WILL ACQUIRE EQUITY IN COBANK IN SUCH AMOUNTS AND AT
SUCH TIMES AS COBANK MAY REQUIRE IN ACCORDANCE WITH COBANK'S BYLAWS AND CAPITAL
PLAN (AS EACH MAY BE AMENDED FROM TIME TO TIME), EXCEPT THAT THE MAXIMUM AMOUNT
OF EQUITY THAT BORROWER MAY BE REQUIRED TO PURCHASE IN COBANK IN CONNECTION WITH
THE LOANS MAY NOT EXCEED THE MAXIMUM AMOUNT PERMITTED BY THE BYLAWS AND THE
CAPITAL PLAN AT THE TIME THIS AGREEMENT IS ENTERED INTO.
THE RIGHTS AND
OBLIGATIONS OF THE PARTIES WITH RESPECT TO SUCH EQUITY AND ANY DISTRIBUTIONS
MADE ON ACCOUNT THEREOF OR ON ACCOUNT OF
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BORROWER'S EQUITY WITH COBANK SHALL BE GOVERNED BY COBANK'S BYLAWS.
COBANK
AGREES THAT ALL LOANS THAT ARE MADE BY COBANK AND THAT ARE RETAINED FOR ITS OWN
ACCOUNT AND NOT SOLD IN A PARTICIPATION SHALL BE ENTITLED TO PATRONAGE
DISTRIBUTIONS IN ACCORDANCE WITH COBANK'S BYLAWS; ALL LOANS THAT ARE MADE BY
COBANK AND ARE INCLUDED IN A SALE OF A PARTICIPATION SHALL NOT BE ENTITLED TO
PATRONAGE DISTRIBUTIONS.
COBANK'S PRO RATA SHARE OF THE LOANS AND OTHER SECURED
OBLIGATIONS DUE TO COBANK SHALL BE SECURED BY A STATUTORY FIRST LIEN ON ALL
EQUITY WHICH BORROWER MAY NOW OWN OR HEREAFTER ACQUIRE IN COBANK.
SUCH EQUITY
SHALL NOT, HOWEVER, CONSTITUTE SECURITY FOR THE SECURED OBLIGATIONS DUE TO ANY
OTHER SECURED PARTY.