the terms and conditions of the Loan Documents; (iii) the forbearance by CoBank from exercising any right
or remedy it may have under the Loan Documents or under law; (iv) any inability, failure, negiect or
amission to obtain, perfect, maintain, enforce, or realize upon any collaicral for the Guaranteed Obligations,
or 10 pursue or obtain any deficiency judgment against the Company following any foreclosure of any
security interest, mortgage or deed of trust; :¥) the Joss or impairment of any collateral, the subordination or
release of CoBank's lien thereon, or the sale, pledge, surrender, exchange or substitution of any collateral;
(vi} CoBank reieasing, watving, discharging, or modifying the obligations of one or more other guarantors
(whether a party hereto or to a separate agreement with CoBank); (vii) the acceptance by CoBank of any
partial payment on the Guaranteed Obligations or any collateral therefor, or CoBank settling, subordinating,
compromising, discharging. or releasing the Guaranteed Obligations or any collateral therefor, (viii) the
enforceability of the Loan Documents; (ix) any defenses or counterclaims assertable by the Company,
including any defense or counterclaim based on fatlure of consideration, fraud, statute of frauds,
bankruptcy, statute of limitations, lender liability, and accord and satisfaction; {x} any setoff, counterclaim,
recoupmient of similar right assertable by the Company, the Guarantor, or other guarantor (whether a party
hereto or to a separate puarantec): or (xi) any other circumstance which constitutes a legal or equitable
discharge of a guarantor or surety. This Guaranty shall cantinue in full force and effect until five business
days after written notice of termination shail have been received by CoRank. Noowithstanding the
foregoing, such notice of termination shall not be effective as to any Guaranteed Obligations: (1) existing
prior to the effective date of termination; (2) arising thereafter pursuant to any commitment to extend credit
entered inta prior to the effective date of such notice (regardless of whether CoBank has or from time to
time acquires a right to suspend or terminate such commitment owing to the occurrence of a default or
othenwise), (3) any extensions, renewals, or refinancings of any Guaranteed Obligations referred to in {1} or
(2) above made before or after the effective date of termination; and (4) interest, fees, expenses, and other
Guaranteed Obligations relating to any of the foregomg. In addition, no stich notice of termination shall in
any manner impair or alter CoBank’s rights or obligations hereunder with respect to such Guaranteed
Obligations (including under Sections? and 3 hercof} or affect or impair the obligations of any other
guarantor (whether a party hercta or to a separate guarantec),
SECTION 3. Subordination and Subrogation. The Guarantor bereby agrees that all
indebtedness and other obligations of the Company (now existing or hereafter incurred} to the Guarantor are
and shall be subordinated in right of payment to the prior payment in Full by the Company of its obligations
to CoBank under the |.van Documents. During the existence of a “Default” or an “Event of Default under
the Loan Documents, no payments by the Company shall be accepted by the Guarantor with respect to such
subordinated obligations and, if any such payments are inadvertently received, the same shail be held in
trust and promptly tumed over to CoBank. The Guarantor hereby waives all claims, rights or remedies that
it may have at law or m equity (inclucting, withour fimitarion, any law subrogating the Guarantor to the
rights of CoBank} to seek contribution, indemnification. or any other form of reimbursement from the
Company. any other guarantor, or any other person or entity now or hereafter primarily or secondarily fiable
for any Obligations of the Guarantor to CoBank, for any disbursement madc by the Guarantor under or in
connection with this Guaranty or othenvise. The Guarantor hereby stipulates and agrees that any such
disbursement made by the Guarantor shail be a contribution to the equity capital of the Company,
SECTION 4. Recovery of Payment. [f any payment received b} CoBank and applied to the
Guaraniced Obiigations is subsequently set aside, recovered, rescinded, or required to be returned for any
reason (including, without limitation, the bankruptey, insolvency or reorganization of the Guarantor), the
Guaranteed Obligations to which such payment was applied skali for the purposes of this Guaranty and ail
instruments or documents executed in connection herewith or securing the Guarantor’s obligations
hereunder, be deemed to have continued tn existence, and this Guaranty shall be enforceabie as to such
Guaranteed Obligations as fully as if such applications had never been made.
