{C) Application of Funds. Apply all payments received by it to the Company’s
obligations ts CoBank in such order and manner as CoBank may elect in its sole discretion
In addition to the rights and remedies set forth above and notwithstanding the terms of any Promissory
Note and Supplement, upon the occurrence and during the continuance of an Event of Default. the unpaid
principal balance of the loans and, to the extent permitted by Law, overdue interest, fees and other
charges, shail, at CoBank’'s option in each instance ¢and automatically following an acceleration), accrue
interest at the Default Rate.
ARTICLE 10
MISCELLANEOUS
SECTION 10.01. Broken Funding Surcharge. Netwithstanding the terms of any Promissory
Sole and Supplement, the Company agrees to: (A) give CoBank not fess than three (3) Business Days’
priov notice in the event it desires to repay any juan balance bearing interest at a fixed rate prior to the
last day of the fixed rate period; and (RB) pay to CoBank a broken funding surcharge in the amount set
forth below in the event the Company (1) repays any fixed rate balance prior to the last day of its fixed
rate period (whether such payment is made voluntarily, as a resuli of an acceleration, or otherwise);
(2) converts any Fixed rate balance to another fixed rate or to a variable rate prior to the Jast day of the
fixed rate period applicable to such balance, or (3) fails to borrow any fixed rate baiance on the date
scheduled therefor. The surcharge shall be in an amount equal ia the greater of (i) the sum of the present
value of: (a) any funding losses imputed by CoBank to have been incurred as a result of such payment,
conversion or failure: plus (b) a per annum yield of A of 1% of the amount repaid, conyerted or not
dorrowed for the pertud such amount was scheduled to have been outstanding at such fixed rate, or (ii)
$300.00. Such surcharye shall be determined and calculated in accordance with methudolegy established
by CoBank, a copy of which will be made available npon request. Notwithstanding the foregoing, in the
event of a conflict between the provisions of this stibsection and of the broken funding charge section of
a forward fix agreement between CoBank and the Company, the provisions of che forward fix agreement
shall contral.
SECTION 10.02. Complete Agreement, Amendments, Etc. The Loan Documents are
intended by the parties to be a complete and final expression of their agreement. NO AMENDMENT,
MODIVICATION, OR WAIVER OF ANY PROVISION OF THIS AGREEMENT OR THE OTHER
LOAN DOCUMENTS, AND NO CONSENT TO ANY DBELPARTURE BY THE COMPANY
HEREFROM OR THEREFROM, SHALL BL EFFECTIVE UNLESS APPROVED BY COBANK AND
CONTAINED IN A WRITING SIGNED BY OR ON BEHALF OF COBANK, AND THEN SUCH
WAIVER OR CONSENT SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR
THE SPECIFIC PURPOSE FOR WHICEF GIVEN. In the event this Agreement is amended or restated,
gach such amendment or restatement shall be applicab’e lo all Promissory Notes and Supplements hereto.
Each Promissory Note and Supplement shall be deemed to incorporate ali of the terms and conditions of
this Agreement ag if filly set forth therein, Without limiting the foregoing, any capitalized term wtlized
in any Promissory Note and Supplement (or in ans amendment to this Agreement or Promissory Note and
Supplement} and not othervise defined in the Promissory Note and Supplement (or amendment) shali
have the meaning set forth herein.
SECTION 10.03. Applicable Law, Jurisdiction. Except to the extent governed by applicable
federal Law, the Laws of the State of Colorado, without reference to choice of law doctrine, shall govern:
(A} this Agreemen: and each Promissory Note and Supplement, (B) afl disputes and matters between the
parties to this Agreement; and (C)} the rights obligations of the parties to this Agreement. The parties
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