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ARTICLE 35 - PARTIAL INVALIDITY, SEPARABILITY, & COMPLIANCE WITH LAWS

Should the parties hereafter agree that applicable law renders invalid or unenforceable any of the provisions of
this Agreement, the parties shall attempt to agree upon a replacement for the affected provision. Such
replacement provisions shall become effective immediately upon ratification according to the respective
procedures and regulations of the parties and shall remain in effect for the duration of the Agreement.

In the event that any of the provisions of this Agreement shall be declared invalid or unenforceable by a court,
board, or other appropriate authority, such invalidity or unenforceability shall not affect the remaining provisions
thereof.

The parties agree that this Agreement is subject to all pertinent federal, state, and local laws and ordinances, as
the same may be amended or enacted from time to time, and this Agreement shall be construed in accordance
therewith, and the parties shall conform their conduct thereto.

ARTICLE 36 — EMERGENCY LEAVE

For purposes of this Article, “Emergency Leave” is defined as an unforeseen crisis situation that arises
unexpectedly which is not considered any other type of leave contained within this collective bargaining
agreement.

A. With prior approval, and at the discretion of the Chief of Police or his designee, Emergency Leave
shall be granted to employees and shall be charged first against the employee's accumulated
sick leave and then against the employee's accumulated vacation leave.

B. An employee may be granted an extension of up to two (2) weeks of Emergency Leave at the
sole discretion of the Chief of Police.

C. Any request for extension shall be in writing and shall set forth in detail the reasons therefor. An
employee may be granted additional extensions of Emergency Leave at the sole discretion of the
Chief upon written request as set out above.

D. Disputes concerning Emergency Leave shall not be subject to the Grievance Procedure.

ARTICLE 37 — WAIVER

The parties acknowledge that during the negotiations which resulted in this Agreement, each had the unlimited
right and opportunity to make demands and proposals with respect to any subject or matter not removed by law
from the area of collective bargaining and that the understandings and agreements arrived at by the parties after
the exercise of that right and opportunity are set forth in this Agreement.

Therefore, the parties for the life of this Agreement voluntarily and unqualifiedly waive the right, and each agrees
that the other shall not be obligated to reopen contract negotiations with respect to any subject or matter referred
to or covered in this Agreement.

Further, the parties, for the life of this Agreement, voluntarily and unqualifiedly waive the right, and each agrees
that the other shall not be obligated to reopen contract negotiations with respect to any subject or matter not
specifically referred to or covered in this Agreement, even though such subject or matter may not have been
within the knowledge or contemplation of any of the parties at the time this Agreement was negotiated or signed.
The parties may, however, voluntarily agree to reopen contract negotiations on any subject at any time.

This Agreement contains all of the agreements and understandings between the parties; and supersedes all
previous agreements and understandings, and no oral agreement or understanding survives the execution hereof.

36

ARTICLE 38 - EDUCATIONAL REIMBURSEMENT, MANDATED TRAINING,
& PROFESSIONAL AFFILIATIONS/LICENSING

AVAILABLE FUNDING:

Effective July 1, 2011, the Commission shall allocate an amount of $1,200 to spend on educational benefits
(tuition reimbursement) per fiscal year, for employees covered under this Agreement.

A.

Said amount is on a first come, first serve basis. In order to receive reimbursement for that fiscal year,
the Financial Services Division must receive any previously approved requests, along with the grade, by
June 15" of that fiscal year. Any requests for reimbursements received after June 15" may be charged to
the next fiscal year’s allotment.

Once the $1,200 cap is expended, the educational benefit (tuition reimbursement) is no longer available
to employees covered under this Agreement.

Any portion of the allocated funds for education reimbursement which are not expended during a fiscal
year shall not carry over to the next fiscal year.

COURSE REIMBURSEMENT CRITERIA:

The maximum amount the Department will pay per course is $400. Only one course will be reimbursed per
school term. The Commission shall reimburse employees up to 100% of the tuition costs for one course
successfully completed during the academic term for a degree- or certificate-related program under the following

conditions
A. Degree/Certificate Program: The course selected by the employee must be part of a degree or
certificate program and approved by the Chief or designee prior to enrollment.
B. Accredited: The course must be taken at an accredited college or university.
C. Satisfactory Grade: The employee must receive a passing grade of "C" (or its equivalent) or better.
D. Job-Related: The degree or certificate program must be job-related. The final decision of whether or not

the degree or certificate program is job-related shall be determined solely at the discretion of the Chief.

BOOKS AND/OR RELATED FEES:

The City does not reimburse employees for books and/or related fees.

MANDATED TRAINING:

Employees who are mandated to participate in programs or workshops/conferences will be reimbursed at 100%.

PROFESSIONAL AFFILIATIONS/LICENSING:

The Department shall bear the cost of all licenses and/or certifications required by various regulatory agencies
(local, state, and federal) to maintain the employee’s required certifications and licenses relating to their current
position within the Department.

GRIEVANCE POLICY:

This article shall not be subject to the grievance procedure.

37

ARTICLE 39 - TERM OF AGREEMENT

This Agreement shall remain in full force and effect from midnight, July 1, 2046. , until midnight, June 30,
2040.

Any party intending to alter or modify this Agreement or negotiate a successor agreement hereto, shall give notice
to the other party of such intention at least one hundred and twenty (120) days prior to the expiration date hereof,
after which the parties shall forthwith arrange to commence collective bargaining negotiations.

This Agreement is dated » ao-he
NASHUA POLICE COMMISSION NASHUA POLICE COMMUNICATION
EMPLOYEES N.E.P.B.A. LOCAL 125, I.U.P.A.,
AFL-CIO
WITNESSES:

38

COLLECTIVE BARGAINING AGREEMENT

BETWEEN

NASHUA BOARD OF POLICE COMMISSIONERS

AND

NASHUA POLICE COMMUNICATION EMPLOYEES
N.E.P.B.A. LOCAL 125, |.U.P.A., AFL-CIO

FY2020, FY2021, FY2022, FY2023
July 1, 2019 — June 30, 2023

TABLE OF CONTENTS

Contents
ARTICLE 1 - PREAMBLE ,j..........ccccccccecessseeeeneneueneueueususususueueueususueususususususueneneneoeneseseseeeseensesnsesnsesnsnsnsnsesesenes 1
ARTICLE 2 - RECOGNITION .......cccccccccccesececueeeueneusueeeusususueueusususueusususususususueneneneneoeseneeesnsnsesnsnseseensesesnansenenes 1
ARTICLE 3 - DEFINITIONS..........cccccccccesecesecnsesesnsususususususueueueususeeususususususueneneneneneoesenesesnonseensesnsesesesnsesesesenes 1
ARTICLE 4 - STABILITY OF AGREEMENT...........ccccccccccccecececeseeeeeseseeusesesususesususesnenenenesesesesesesesesnsnseansnenees 2
ARTICLE 5 - OPEN SHOP .........cccccccsceeesecneeeueesueueueusueususueueueueususueususususueusueneneneneneoesesesenesnsnsesesnsesesesnsesesenenes 2
ARTICLE 6 - DEDUCTION OF DUES ..........cccceceesseeeeeeeeeeeueueucususeeusususesusususususesueneoeseneseseonseensesnsesnsesesnansesnees 2
ARTICLE 7 - EMPLOYEE RIGHTS. ..........cccccccceceseceeeseseeueusueuseeusueusususesususesususueneneoesesesesesesesnsesesesssesnsnanseenses 3
ARTICLE 8 - MANAGEMENT RIGHTS. ..........ccccccececececeeneeeeeesesuseeusususesusususususesususnenenesesnsesesesesnsesesesnsnanseanees 4
ARTICLE 9 - STRIKES AND WORK STOPPAGEG ,.......cccccccscscscececeseeeeeceeesesesesusesusesesesensesneesnsnsnsesesnensnenses 5
ARTICLE 10 - COLLECTIVE BARGAINING MEETINGS AND CONTRACTS. ........cccccscscscscscecscesessseseseeees 5
ARTICLE 11 - SHOP STEWARD/INVESTIGATION OF ISSUES. .........cccccscscececececeeeseseseseseseseseeseeeseenensnenees 5
ARTICLE 12 - GRIEVANCE PROCEDURE .,...........ccccccsccssceceseseseeeeesuseeesesesesusesesesesueneeesesnsesesesnsesnsesesnsssnenees 6
ARTICLE 13 — VACATIONS. ......ccccccceccceseceseeuensueueueususususueueueueususususususususususuenenenenesesenesesnsneesnsesnsesnsesnseansenenes 8
ARTICLE 14 - HOLIDAYS .........ccccccsccceeeeesesuenensueueususueueususueueusususucusususususueneneneneneneseseseseneneensesnsnsnsesnsesesenenes 11
ARTICLE 15 - UNIFORMS, DRESS & GROOMING CODE .,.......ccsccsscssssssssscesceseseseesessceeeuseeersassnsscaneuseeneas 12
ARTICLE 16 — INSURANCES .........cccccccceceseeeseeeeueneueneususususususususueususususueususuenenesenesesesesesesnansnsesnsnsesnseensesenes 13
SECTION I— HEALTH INSURANCE ....ooccccccccccccccecccee es ecceceeeceseeseeeeceeseaeeaseceeeeesuaaeaseceeesssuaaeeseseeessaeaneeseeeeeauas 13
SECTION IT — LIFE INSURANCE... coccccccccccccccccceccece ae eeeceeeseseaaeeseceseseaeaaeeseeeeeseauaaeeseseeessaeeneeseeeeessauaneeeeeeeeauaa 15
SECTION ITI — DENTAL INSURANCE Lue cece cececceceeeseceaa eee ceeeseaeeaeeseceeeseaeaaeedeeeeeseauaaeeeeeeesuauaneseeeeeauas 15
SECTION IV — SHORT TERM DISABILITY COVERAGE uuu... cccccecccccceeseaeeaeececeseseaueaeeeeeeesuaeaneeeeeeeeeuas 15
SECTION V— LONG TERM DISABILITY COVERAGE. oui cccc cece ee eccecceeseseea eee eeseseaeeseeeeeeesuaeaneseeeeeeaaa 16
ARTICLE 17 - SICK LEAVE .,Q........ccccccccccceseseeueneeeuensusueueususueueueususueususususususuenenenesesesesenenesesesnsnsnsesnsesssesnsenenes 16
SECTION I - ACCRUAL RATES woe. cccccccceccese ae eeeceeeseseaaeeseceeeseaeaaeeseeeeesuaeaaeeseseseseauanseeeeeessauaneeeeeeenauaa 16
SECTION IT - ACCRUAL POLICIES ooo. occcccccccccccccccceeecceceeeseseea ees ceseseaeaaeeseceeeseaeaaeeseeeeeseaueseeseeeeessauaneeseeeaeeuaa 16
SECTION III - PAYMENTS & MAXIMUM ACCRUALS ooo ccc ecccecceece seen eee eeeeseseaaeeaeeeeeseaeaneseeeeeenaa 17
SECTION IV - USE OF SICK LEAVE uoooiiccccccccccccec ce ecceceeeseseaa ees ceseseaeaaeeseeeeeseaeaaeeseeeeeseauaneeseeeeessaeaneeseeeaeauaa 18
SECTION V - SICK LEAVE BANK wu... coccccccccccccccccccceceeceeeeececeeeseseaaeeseceseseaeaaeeseeseeseaeaaeeseeeeessaeaneeseeesesuauaneeseeeeeauas 19
ARTICLE 18 - BEREAVEMENT LEAVE ...........cccccccccceceeeceeeeeseseseceeuseeusueusesususesususnenesesnsesesesesnsnsnsesnsesnsnenees 19
ARTICLE 19 - LEAVES OF ABSENCE .........cccccccscsceceeeeeeeeueuseeesueusususueueusesususususneneseseneeesesesesesesesesnsesnseenses 20
ARTICLE 20 — PERSONAL DAYS. ........cccccsccceseceensueeeeeuseeusueusususeeusususususususususesueneneseaesesesnseseseonseseenseansnenees 21
ARTICLE 21 - EXCHANGE OF WORKDAYS (SWAPS)...........::ccccsseeceesseeeeesssceesessseeesesssseeesesssneesesesneeens 22
ARTICLE 22 - SHIFT EXCHANGES ,.......cccccccscecsseeeeeeeeeseeusueusueusueusesusususususususesuenenenesesesesesnsesesesnsesnsesnseenees 23
ARTICLE 23 — WAGES & TITLES ........ccccccccscsceeeeeeueeseeusususususususesusususususususususnenenesesesesesesnsnsesesesnsesesnensnsnses 24
ARTICLE 24 - WORK SCHEDULES .1..........ccccccceeceseeeeeseeeeueususeeuseeesesusesueususususesueneneseneseensnsesesnsesnsesnsesnsnenees 27
ARTICLE 25 - OVERTIME .........ccccccccccecesuseeveuceensueususususueususususususususususususuenenenenenenenesesesesesesnsesnsnsnsesssesesesenes 27
ARTICLE 25A — LONGEVITY ......cccccccccecececccecusnenensususususususueusususususususususususueneneseneneneaenesnsesnsesesesnsesnseensnseses 28
ARTICLE 26 - LUNCH TIME & COFFEE BREAKG...........cccccscscsceceseseeesesesesesesesesesesesesuneesesesesesesesnsesnsnenses 28
ARTICLE 27 - COMPENSATORY TIME (TIME COMING)..............:.::cccsssecesessssesesssseesesssseesessseesesssneeens 28
ARTICLE 28 - WORKER'S COMPENSATION ........ccccccccceeeceeecececesesusueesusesususesususususeseeneeesesesnsesesesnsesnsnenees 29
ARTICLE 29 - VACANCIES ........ccccccceeeeseeeseenensueueususueususueueueususususususususususueneneneoeseseseseansnsesesesnsesnsesesesnsnenes 30
ARTICLE 30 - WORK POLICIES & REGULATIONS ........cccccccscscsceceeeseeesesesesesesusesuseseseseeensesesnsesesnsesnenenees 31
ARTICLE 31 - RETIREMENT SYSTEM .........cccccccccscsceceeeceeeeesesuseeeeesesesusususususesusnenecenesesesesesesnsesnsesnsesnsnesees 31
ARTICLE 32 - DEPARTMENT SENIORITY ........ccccccccccecccececececeeeceseseceseeusesesusesususesueneseeesesesnsnsnsesesnsesnsnenees 31
ARTICLE 33 - LAYOFFS, RECALLS, & ELIMINATION OF POSITIONS. ........ccccsessessecssuseseseessnsccneeseeenens 31
ARTICLE 34 - BULLETIN BOARD ..........cccccsceeeeeeeeeeeeesesesueueusueusueusususususususususuenenenenesesesesesesesnsnsnsesesesnsnenees 32
ARTICLE 35 - PARTIAL INVALIDITY, SEPARABILITY, & COMPLIANCE WITH LAWS .........cccssssssee 32
ARTICLE 36 — EMERGENCY LEAVE ...........cccccccecscececeeeeneesusesesueusususususususususesesnenenesesnsesesnsesnsesesesnseansnenses 32
ARTICLE 37 — WAIVER .......cccccccccececececusueueusususueueueusueueueueueususususueusususususueneneneneneseseseseaesesesnsesnsnsnsesnsnsesesenes 33
ARTICLE 38 - EDUCATIONAL REIMBURSEMENT, MANDATED TRAINING, .........s0cccssssesssssessceseensenees 33
& PROFESSIONAL AFFILIATIONS /LICENSING ......cccccccecececeseeeseseeeseseeeseseseva vasa va vasa vaseeeeeseeeeeeeeeeeeseeeeeeeees 33

ARTICLE 39 - TERM OF AGREEMENT ..........ccscccssceseeseeceeserseeeeeenessnesaneesneesanesenessneesaeesanessaessanesaneesneeseeas 34

ARTICLE 1 - PREAMBLE

Pursuant to New Hampshire RSA 273-A, and other applicable laws and statutes, this Agreement
has been entered into by the City of Nashua and the Nashua Board of Police Commissioners,
hereinafter referred to as the "City" and the "Commission," and the Communications Division
employees of the Nashua Police Department as listed under the current PELRB Certification of
Representative, hereinafter referred to as the "Union." Both parties agree to be bound by the
provisions of this Agreement.

NOTE: All references herein to the masculine gender shall be construed to include the
feminine, and all singular to include the plural.

ARTICLE 2 - RECOGNITION

As defined in Article 1 above, the City and the Commission recognize, in accordance with RSA
273-A only, the Nashua Police Communication Employees N.E.P.B.A. Local 125, I.U.P.A., AFL-
CIO Union as the sole and exclusive representative for the included Communications Division
employees of the Nashua Police Department, excluding probationary employees as defined in
Article 3 of this contract, for the purposes of collective bargaining with respect to wages, hours,
and other terms and conditions of employment without interfering with public control of
governmental functions.

ARTICLE 3 - DEFINITIONS

A. COMMISSION: The Nashua Board of Police Commissioners.

B. CHIEF: Chief of Police of the Nashua, New Hampshire, Police Department.

C. DEPARTMENT: The Nashua, New Hampshire, Police Department.

D. CITY OF NASHUA: The City of Nashua, New Hampshire.

E. EMPLOYEE: As identified on State of NH, Public Employees Labor Relations
Board's Certification of Representative form in accordance with RSA 273-A.

F. GRIEVANCE: A written complaint signed by one or more employees and the
Union, or the Commission or Department which alleges a_ violation,
misinterpretation or misapplication of any grievable provision of this Agreement.

G. GRIEVANT: The person or party filing and signing the grievance.

H. MANAGEMENT: The Nashua Board of Police Commissioners, the Chief of
Police, the Deputy Chief of Operations, Services Bureau Commanders, or their
designee.

I. PARTIES: The City/the Commission; the Union.

J. RESPONDING AUTHORITY: The person or party to whom the grievance is
presented.

K. UNION: Nashua Police Communication Employees N.E.P.B.A. Local 125,

1.U.P.A., AFL-CIO Union.

L. PROBATIONARY EMPLOYEE: An employee who has been hired, recently
promoted, or transferred and serving a one-year probationary period.

M. ESSENTIAL EMPLOYEE/PERSONNEL: An employee that is essential to
maintain the 24-hour operations of the Nashua Police Department as determined
by the Chief of Police or designee.

N. NON-ESSENTIAL EMPLOYEE/PERSONNEL: An employee that is not usually
essential to maintain the 24-hour operations of the Nashua Police Department as
determined by the Chief of Police or designee; however, this condition may
change due to emergencies that could occur.

O. REGULAR EMPLOYEE: A full-time employee that has completed a probationary
period.
P. ADMINISTRATIVE BUREAU: A bureau within the Nashua Police Department

responsible for the compensation of Department employees.

Q. DOMESTIC PARTNER: Is defined as an individual who had a long-term
relationship with an employee; who was living in the same household as the
employee at the time of death; and with whom the employee had intent to remain
in a long-term relationship.

ARTICLE 4 - STABILITY OF AGREEMENT

No amendment to, modification of, or change in, the terms or provisions of this Agreement shall
bind the City and the Commission or the Union unless made and executed in writing and signed
by an authorized representative of each party.

ARTICLE 5 - OPEN SHOP

Membership in the Union is not compulsory. Employees may join or not, maintain, or resign
membership in the Union at their sole discretion. Nothing in this Agreement shall be construed to
require that any employee of the Department join the Union as a condition of being hired or
retained in employment.

Neither the Union nor the Commission shall discriminate in favor of, or against, any employee by
reason of membership or non-membership in the Union.

The wages and benefits provided under this Agreement shall apply to all employees.

ARTICLE 6 - DEDUCTION OF DUES

An employee, who is or who may become a member of the Union, may execute a written
authorization providing that a portion of his wages representing monthly dues be withheld weekly
and forwarded to the Union. Upon receiving a properly executed Authorization Form from an
employee, the Commission or appropriate designee shall notify the Chief Financial officer or
appropriate designee to deduct from wages due, the amount authorized.

Each month, a check for the amount of all dues deducted, along with a current list of members
from whose wages dues deductions have been made, shall be transmitted to the
Secretary/Treasurer of the Union as follows: New England P.B.A. Corporate Office, 227

Chelmsford Street, Chelmsford, Massachusetts 01824. The deduction shall be only in the
amount certified in writing by the President or the Secretary/Treasurer of the Union, as
representing monthly dues uniformly required as a condition of acquiring or retaining
membership.

An employee who executes such authorization form shall continue to have such deductions made
from his wages during the term of the Agreement or until he notifies the Commission or designee
in writing, with a copy to the Union, that the Authorization Form is being revoked, and the
employee thus withdraws the authority for the deduction of dues. Dues deductions shall be made
without cost to the employee or the Union.

Dues deductions shall be subordinate to deductions required by law. No deductions shall be
made if an employee has insufficient wages in any pay period. Neither the Commission nor the
City of Nashua shall be responsible for deducting any arrearage in dues owed to the Union by a
member. Deductions shall automatically terminate upon the occurrence of any of the following
events:

Termination of employment;

Transfer out of the bargaining unit;

Lay-off or reduction in force;

Revocation by the employee of Dues Authorization.

FoNM>

The Union shall indemnify and save harmless the Commission, the Nashua Police Department,
or the City of Nashua from any and all suits and damages arising out of, or in connection with,
such dues deductions.

ARTICLE 7 - EMPLOYEE RIGHTS

It is agreed that the City, the Commission, and the Department will not:

A. Dominate or interfere in the formation or administration of the Union;

B. Discriminate in the hire, tenure, or the terms and conditions of employment of
employees, for the purpose of encouraging or discouraging membership in the
Union;

C. Discharge or otherwise discriminate against any employee because he has filed
a complaint, affidavit or petition, or given information or testimony under RSA
273-A;

D. Restrain, coerce, or otherwise interfere with the Union in the exercise of this
Agreement;

E. Refuse to negotiate in good faith with the exclusive representative of a

bargaining unit, including the failure to submit to the legislative body any cost
item agreed upon in negotiations;

F. Invoke a lockout;
G. Fail to comply with RSA 273-A or any rule adopted under the Chapter;
H. To breach a collective bargaining agreement;

To make any law or regulation, or to adopt any rule relative to the terms and
conditions of employment that would invalidate any portion of an agreement

entered into by the public employer making or adopting such law, regulation, or
rule.

ARTICLE 8 - MANAGEMENT RIGHTS

It shall be a prohibited practice for the Union to:

A.

F.

G.

Restrain, coerce or otherwise interfere with public employees in the exercise of
their rights under RSA 273-A;

Restrain, coerce or otherwise interfere with employers in their selection of agents
to represent them in collective bargaining negotiations or the settlement of
grievances;

Cause or attempt to cause an employer to discriminate against an employee in
violation of RSA 2783-C:6, | (c), or to discriminate against any employee whose
membership in an employee organization has been denied or terminated for
reasons other than failure to pay membership dues;

Refuse to negotiate in good faith with the employer;

Engage in a strike or other form of job action during the term of the existing
agreement;

Breach a collective bargaining agreement;

Fail to comply with RSA 273-A or any rule adopted thereunder.

The Commission and its designees shall have, whether exercised or not, all of the rights, powers,
and authority vested in it by virtue of the Statutes of the State of New Hampshire and the Nashua
City Charter and ordinances, including, but not limited to, the specific rights to:

A.

B.

Control the management and administration of the Nashua Police Department;

Hire, promote, transfer, assign, retain, lay off, and direct employees within the
Nashua Police Department;

Suspend, demote, discharge, and take other disciplinary actions against
employees for just cause;

Issue, modify, and enforce Rules and Regulations which do not expressly violate
the terms of this Agreement;

Determine the methods, means, and personnel by which Nashua Police
Department operations are to be conducted, as well as to determine those
operations;

Determine the Job Classifications and Compensation based on a system which
classifies positions based on the skill, effort, responsibility, and working
conditions required;

Exercise complete control and discretion over the Nashua Police Department, its
organization, and the technology of performing its work;

(D) Litigation. Except as disclosed in the Company’s Application for Credit dated as
of February 9, 2010 (the “Application”), there are no pending legal, arbitration, or governmental actions or
proceedings to which the Guarantor is a party or to which any of its property is subject which, if adversely
determined, could have a material adverse effect on the condition, financial or otherwise, operations,
properties, or business of the Guarantor, or on the ability of the Guarantor to perform its obligations
hereunder or under any instrument or document executed in connection herewith, and to the best of the
Guarantor’s knowledge, no such actions or proceedings are threatened or contemplated.

(£) Financial Statements; No Material Adverse Change; Etc. The annual audited
consolidating and consolidated financial statements of the Guarantor and its consolidated subsidiaries, if
any, for the fiscal year ended in 2008 and the interim consolidated financial statements of the Guarantor and
its consolidated subsidiaries, if any, for the period ending on June 30, 2009, copies of which (together with
all notes and schedules relating thereto) have been submitted to CoBank, are complete and correct and fairly
present the financial condition of the Guarantor and the results of the Guarantor’s operations for the periods
covered thereby, and are prepared in accordance with generally accepted accounting principles ("GAAP")
consistently applied. Since the date of the interim statements, there has been no material adverse change in
the condition, financial or otherwise, business, or operations of the Guarantor. There are no liabilities of the
Guarantor, fixed or contingent, which are material but which are not reflected in the financial statements or

the notes thereto.

(F) Title to Property. The Guarantor has title to, or valid leasehold interests in, all of
its property, real and personal, including the properties reflected in the financial statements referred to above
(other than any property disposed of in the ordinary course of business).

(G) Compliance with Laws, Environmental Matters, Etc. All of the properties of
the Guarantor and all of its operations are in compliance in all material respects with all applicable Laws
including, without limitation, all Laws relating to the environment. No property owned or leased by the
Guarantor is being used or, to its knowledge, has been used for the disposal, treatment, storage, processing
or handling of hazardous waste or materials (as defined under any environmental Law) and no investigation,
claim, litigation, proceeding, order, judgment, decree, settlement, Lien or the like with respect to any
environmental matter is proposed, threatened, anticipated or in existence with respect to its properties or
operations. In addition, no environmental contamination or condition currently exists on any property of the
Guarantor or, to its knowledge, any adjoining property, which could delay the sale or other disposition of, or
could have (or already has had) an adverse effect on the value of, its property.

(A) Compliance With Guaranty. As of the date hereof, the Guarantor is operating its
business in compliance with all of the covenants set forth in this Guaranty.

SECTION 7. Affirmative Covenants. Unless otherwise agreed to in writing by CoBank, while
this Guaranty is in effect, whether or not any Guaranteed Obligations are outstanding hereunder, the
Guarantor agrees to, and agrees to cause each of its subsidiaries to:

(A) Corporate Existence, Licenses. Etc. Preserve and keep in full force and effect
its existence and good standing in the jurisdiction of its incorporation or formation, qualify and remain
qualified to transact business in all jurisdictions where such qualification is required, and obtain and
maintain all licenses, certificates, permits, authorizations, approvals, and the like which are material to
the conduct of its business or required by Law.

(B) Compliance with Laws. Comply in all material respects with all applicable
Laws, including, without limitation, all Laws relating to environmental protection. In addition, the