Common use of No Personal Liability of General Partners Clause in Contracts

No Personal Liability of General Partners. In any action brought to enforce the obligation of Borrower to pay Borrower’s Obligations, any judgment or decee shall not be subject to execution on, nor be a lien on, the assets of General Partners of Borrower, other than their interests in the Collateral. The foregoing shall in no way otherwise affect the personal liability of Borrower. ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW. In Witness Whereof, the parties hereto have duly executed this Loan Agreement as of the date first above written. LENDER: NORTHWEST FARM CREDIT SERVICES, PCA By: Authorized Agent BORROWER: XXXX RESOURCES, A DELAWARE LIMITED PARTNERSHIP By: Xxxx MGP Inc., a Delaware corporation, its Managing General Partner By: Xxxxx X. Xxxxx, President and CEO Xxxx Resources, A Delaware Limited Partnership Customer No.: 56548 EXHIBIT A FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: _______________, 20__ To: Northwest Farm Credit Services, PCA Reference is made to that certain First Amended and Restated Master Loan Agreement, dated as of June 10, 2010, (the “Loan Agreement”) among XXXX RESOURCES, A DELAWARE LIMITED PARTNERSHIP (“Borrower”), and NORTHWEST FARM CREDIT SERVICES, PCA (“Lender”). The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the __________________________ of Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to Lender on behalf of Borrower, and that: [Use following Paragraph 1 for Fiscal Year-End financial statements]

No Personal Liability of General Partners. In any action brought to enforce the obligation of Borrower to pay Borrower’s Obligations, any judgment or decee shall not be subject to execution on, nor be a lien on, the assets of General Partners of Borrower, other than their interests in the Collateral. The foregoing shall in no way otherwise affect the personal liability of Borrower. ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW. In Witness Whereof, the parties hereto have duly executed this Loan Agreement as of the date first above written. LENDER: NORTHWEST FARM CREDIT SERVICES, PCA FLCA By: Authorized Agent BORROWER: XXXX PXXX RESOURCES, A DELAWARE LIMITED PARTNERSHIP By: Xxxx Pxxx MGP Inc., a Delaware corporation, its Managing General Partner By: Xxxxx Dxxxx X. Xxxxx, President and CEO Xxxx Pxxx Resources, A Delaware Limited Partnership Customer No.: 56548 EXHIBIT A FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: _______________, 20__ To: Northwest Farm Credit Services, PCA FLCA Reference is made to that certain First Amended and Restated Master Loan Agreement, dated as of June 10, 2010, (the “Loan Agreement”) among XXXX PXXX RESOURCES, A DELAWARE LIMITED PARTNERSHIP (“Borrower”), and NORTHWEST FARM CREDIT SERVICES, PCA FLCA (“Lender”). The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the __________________________ of Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to Lender on behalf of Borrower, and that: [Use following Paragraph 1 for Fiscal Year-End financial statements]

No Personal Liability of General Partners. In any action brought to enforce the obligation of Borrower to pay Borrower’s Obligations, any judgment or decee decree shall not be subject to execution on, nor be a lien on, the assets of the General Partners of Borrower, other than their interests in the Collateral. The foregoing shall in no way otherwise affect the personal liability of Borrower. ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW. In Witness Whereof, the parties hereto have duly executed this Loan Agreement as of the date first above written. LENDER: NORTHWEST FARM CREDIT SERVICES, PCA FLCA By: Authorized Agent BORROWER: XXXX RESOURCES, A DELAWARE LIMITED PARTNERSHIP By: Xxxx MGP Inc., a Delaware corporation, its Managing General Partner By: Xxxxx X. Xxxxx, President and CEO Pay to the Order of CoBank, ACB. Xxxx Resources, A a Delaware Limited Partnership Customer Customer/Note No.: 56548 . 56548-841 EXHIBIT A FORM OF COMPLIANCE CERTIFICATE Financial Statement DateNOTICE/CONFIRMATION NOTICE TO: Technical Accounting Services Northwest Farm Credit Services, FLCA 0000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxx, XX 00000-0000 P. O. Xxx 0000 Xxxxxxx, XX 00000-0000 Fax: 000-000-0000 Tel: 0-000-000-0000 This Notice is provided pursuant to the First Amended and Restated Term Note dated June 10, 2010, as renewed, extended, amended or restated, made by Borrower and payable to the order of Lender. SELECT ONE: o Prepayment of Principal Principal Amount _______________, 20__ To: Northwest Farm Credit Services, PCA Reference is made to that certain First Amended and Restated Master Loan Agreement, dated as of June 10, 2010, (the “Loan Agreement”) among XXXX RESOURCES, A DELAWARE LIMITED PARTNERSHIP (“Borrower”), and NORTHWEST FARM CREDIT SERVICES, PCA (“Lender”). The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the ______________________________________ of BorrowerDate to be Effective_____________________________________________________ Date: ______________________________ BORROWER By: _______________________________ Authorized Agent CONFIRMATION Lender confirms that the above actions were taken or modified as provided for below: NORTHWEST FARM CREDIT SERVICES, and that, as such, he/she is authorized to execute and deliver this Certificate to Lender on behalf of Borrower, and thatFLCA Date: [Use following Paragraph 1 for Fiscal Year-End financial statements]By: Authorized Agent

No Personal Liability of General Partners. In any action brought to enforce the obligation of Borrower to pay Borrower’s Obligations, any judgment or decee shall not be subject to execution on, nor be a lien on, the assets of General Partners of Borrower, other than their interests in the Collateral. The foregoing shall in no way otherwise affect the personal liability of Borrower. MASTER LOAN AGREEMENT - 29 Xxxx Resources, A Delaware Limited Partnership; Customer No. 56548 ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW. In Witness Whereof, the parties hereto have duly executed this Loan Agreement as of the date first above written. LENDER: NORTHWEST FARM CREDIT SERVICES, PCA By: Authorized Agent BORROWER: XXXX RESOURCES, A DELAWARE LIMITED PARTNERSHIP By: Xxxx MGP MGP, Inc., a Delaware corporation, its Managing General Partner By: Name: Xxxxxx X. Xxxxx X. Xxxxx, Its: Vice President and CEO CFO MASTER LOAN AGREEMENT - 30 Xxxx Resources, A Delaware Limited Partnership; Customer No. 56548 Xxxx Resources, A Delaware Limited Partnership Customer No.: 56548 EXHIBIT A FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: _______________, 20__ To: Northwest Farm Credit Services, PCA FLCA Reference is made to that certain First Amended and Restated Master Loan Agreement, dated as of June 10September 25, 20102009, (the “Loan Agreement”) among XXXX RESOURCES, A DELAWARE LIMITED PARTNERSHIP (“Borrower”), and NORTHWEST FARM CREDIT SERVICES, PCA FLCA (“Lender”). The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the __________________________ of Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to Lender on behalf of Borrower, and that: [Use following Paragraph 1 for Fiscal Year-End financial statements]

No Personal Liability of General Partners. In any action brought to enforce the obligation of Borrower to pay Borrower’s Obligations, any judgment or decee decree shall not be subject to execution on, nor be a lien on, the assets of the General Partners of Borrower, other than their interests in the Collateral. The foregoing shall in no way otherwise affect the personal liability of Borrower. ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW. In Witness Whereof, the parties hereto have duly executed this Loan Agreement as of the date first above written. LENDER: NORTHWEST FARM CREDIT SERVICES, PCA By: __________________________________ Authorized Agent BORROWER: XXXX RESOURCES, A DELAWARE LIMITED PARTNERSHIP By: Xxxx MGP Inc., a Delaware corporation, its Managing General Partner By: __________________________________ Xxxxx X. Xxxxx, President and CEO Chief Executive Officer 28 Xxxx Resources, A Delaware Limited Partnership Customer No.: 56548 EXHIBIT A TO MASTER LOAN AGREEMENT FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: _______________, 20__ To: Northwest Farm Credit Services, PCA Reference is made to that certain First Amended and Restated Master Loan Agreement, dated as of June 10__, 20102008, (the “Loan Agreement”“) among XXXX RESOURCES, A DELAWARE LIMITED PARTNERSHIP PARTHERSHIP, a Delaware limited partnership (“Borrower”), and NORTHWEST FARM CREDIT SERVICES, PCA (PCA, “Lender”). .” The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the __________________________ of Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to Lender on behalf of Borrower, and that: [Use following Paragraph 1 for Fiscal Year-End financial statements]