UNDER ANY LOAN DOCUMENT.
(D)
BINDING AGREEMENT. EACH OF THE LOAN
DOCUMENTS TO WHICH SUCH GUARANTOR IS A PARTY IS, OR WHEN EXECUTED AND DELIVERED
WILL BE, THE LEGAL, VALID, AND BINDING OBLIGATION OF SUCH GUARANTOR, ENFORCEABLE
IN ACCORDANCE WITH ITS TERMS, SUBJECT ONLY TO LIMITATIONS ON ENFORCEABILITY
IMPOSED BY THE BANKRUPTCY CODE OR OTHER DEBTOR RELIEF LAW.
(E)
FINANCIAL CONDITION. SUCH GUARANTOR
REPRESENTS AND WARRANTS THAT THE LIABILITY AND OBLIGATIONS OF SUCH GUARANTOR
INCURRED OR ARISING UNDER THIS CONTINUING GUARANTY AND OF THE LOAN PARTIES
INCURRED OR ARISING UNDER THE LOAN AGREEMENT MAY REASONABLY BE EXPECTED TO
BENEFIT SUBSTANTIALLY SUCH GUARANTOR DIRECTLY OR INDIRECTLY, AND SUCH
GUARANTOR'S BOARD OF DIRECTORS, MANAGERS, MEMBERS OR GENERAL PARTNER(S), AS
APPLICABLE, HAVE MADE THAT DETERMINATION. SUCH GUARANTOR REPRESENTS AND WARRANTS
THAT IT HAS FULL AND COMPLETE ACCESS TO ALL OF THE LOAN DOCUMENTS AND OTHER
DOCUMENTS RELATING TO THE OBLIGATIONS, HAS REVIEWED THEM AND IS FULLY AWARE OF
THE MEANING AND EFFECT OF THEIR CONTENTS. SUCH GUARANTOR IS FULLY INFORMED OF
THE FINANCIAL CONDITION OF THE LOAN PARTIES, INCLUDING OF THE OTHER GUARANTORS,
AND OF ALL OTHER CIRCUMSTANCES THAT BEAR UPON THE RISKS OF EXECUTING THIS
CONTINUING GUARANTY WHICH A DILIGENT INQUIRY WOULD REVEAL. SUCH GUARANTOR AGREES
THAT COBANK WILL HAVE NO OBLIGATION TO ADVISE OR NOTIFY SUCH GUARANTOR OF OR
PROVIDE SUCH GUARANTOR WITH ANY DATA OR INFORMATION.
(F)
INCORPORATED REPRESENTATIONS AND
WARRANTIES. SUCH GUARANTOR REPRESENTS AND WARRANTS THAT THE REPRESENTATIONS AND
WARRANTS SET FORTH IN THE LOAN AGREEMENT AND IN THE OTHER LOAN DOCUMENTS ARE
TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS THEY RELATE TO SUCH GUARANTOR, EACH
OF WHICH IS HEREBY INCORPORATED HEREIN BY REFERENCE, ARE TRUE AND CORRECT IN ALL
MATERIAL RESPECTS AS OF THE DATE HEREOF (EXCEPT WHERE SUCH REPRESENTATIONS AND
WARRANTIES EXPRESSLY RELATE TO AN EARLIER DATE, IN WHICH CASE SUCH
REPRESENTATIONS AND WARRANTIES WERE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS
OF SUCH EARLIER DATE), AND COBANK IS ENTITLED TO RELY ON EACH OF THEM AS IF THEY
WERE FULLY SET FORTH HEREIN.
9
Amended and Restated Continuing Guaranty
Loan No. RX0583
SECTION 8.
COVENANTS. EACH GUARANTOR COVENANTS AND AGREES WITH
COBANK THAT SO LONG AS THIS CONTINUING GUARANTY REMAINS IN EFFECT OR THE
OBLIGATIONS HAVE NOT BEEN FULLY PAID OR OTHERWISE SATISFIED, SUCH GUARANTOR WILL
TAKE, OR WILL REFRAIN FROM TAKING, AS THE CASE MAY BE, ALL ACTIONS NECESSARY TO
BE TAKEN OR NOT TAKEN SO THAT NO VIOLATION OF ANY PROVISION, COVENANT OR
AGREEMENT CONTAINED IN THE LOAN AGREEMENT OR IN THE OTHER LOAN DOCUMENTS, EACH
OF WHICH IS HEREBY INCORPORATED HEREIN BY REFERENCE, IS CAUSED BY ANY ACT OR
FAILURE TO ACT OF SUCH GUARANTOR OR ANY OF ITS SUBSIDIARIES.
SECTION 9.
EVENTS OF DEFAULT. THE OCCURRENCE OF ANY OF THE
FOLLOWING SHALL CONSTITUTE AN "EVENT OF DEFAULT" HEREUNDER:
(A)
REPRESENTATIONS AND WARRANTIES. ANY
REPRESENTATION OR WARRANTY MADE BY ANY GUARANTOR HEREIN OR IN ANY LOAN DOCUMENT
TO WHICH IT IS A PARTY SHALL PROVE TO HAVE BEEN FALSE OR