CONTINUES TO BE BENEFITED BY THIS
CONTINUING GUARANTY AND COBANK SHALL HAVE NO DUTY TO INQUIRE INTO OR CONFIRM
THAT THE RECEIPT OF ANY SUCH BENEFITS, AND THIS CONTINUING GUARANTY SHALL BE
EFFECTIVE AND ENFORCEABLE BY COBANK WITHOUT REGARD TO THE RECEIPT, NATURE OR
VALUE OF ANY SUCH BENEFITS;
6
Amended and Restated Continuing Guaranty
Loan No. RX0583
(H)
EACH GUARANTOR HEREBY SUBORDINATES ANY AND
ALL INDEBTEDNESS OF ANY LOAN PARTY, INCLUDING ANY OTHER GUARANTOR NOW OR
HEREAFTER OWED TO SUCH GUARANTOR TO THE OBLIGATIONS OF THE BORROWER AND THE
OTHER LOAN PARTIES TO COBANK, AND AGREES WITH COBANK THAT, FROM AND AFTER THE
OCCURRENCE OF A BREACH, DEFAULT OR EVENT OF DEFAULT UNDER ANY OF THE LOAN
DOCUMENTS AND FOR SO LONG AS SUCH BREACH, DEFAULT OR EVENT OF DEFAULT EXISTS,
SUCH GUARANTOR SHALL NOT DEMAND OR ACCEPT ANY PAYMENT OF PRINCIPAL OR INTEREST
FROM ANY LOAN PARTY, INCLUDING ANY OTHER GUARANTOR, SHALL NOT CLAIM ANY OFFSET
OR OTHER REDUCTION OF SUCH GUARANTOR'S LIABILITY HEREUNDER BECAUSE OF ANY SUCH
INDEBTEDNESS AND SHALL NOT TAKE ANY ACTION TO OBTAIN ANY OF THE SECURITY FOR THE
OBLIGATIONS; PROVIDED, HOWEVER, THAT, IF COBANK SO REQUESTS, AND SO LONG AS SUCH
BREACH, DEFAULT OR EVENT OF DEFAULT EXISTS, SUCH INDEBTEDNESS SHALL BE
COLLECTED, ENFORCED AND RECEIVED BY SUCH GUARANTOR AS TRUSTEE FOR COBANK AND BE
PAID OVER TO COBANK ON ACCOUNT OF THE OBLIGATIONS OF THE BORROWER OR ANY OTHER
LOAN PARTY TO COBANK, BUT WITHOUT REDUCING OR AFFECTING IN ANY MANNER THE
LIABILITY OF SUCH GUARANTOR UNDER THE OTHER PROVISIONS OF THIS CONTINUING
GUARANTY; AND
(I)
UNTIL THE OBLIGATIONS ARE PAID FINALLY
AND IN FULL AND THIS CONTINUING GUARANTY IS RELEASED AS PROVIDED HEREIN, EACH
GUARANTOR HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO ENFORCE
ANY OF COBANK'S RIGHTS OR REMEDIES OR PARTICIPATE IN ANY SECURITY NOW OR
HEREAFTER HELD BY COBANK, AND ANY AND ALL SUCH OTHER RIGHTS OF SUBROGATION,
REIMBURSEMENT, CONTRIBUTION OR INDEMNIFICATION AGAINST THE BORROWER, ANY
GUARANTOR OR ANY OTHER PERSON HAVING ANY MANNER OF LIABILITY FOR THE OBLIGATIONS
TO COBANK, WHETHER OR NOT ARISING HEREUNDER, UNDER ANY OTHER AGREEMENT, AT LAW
OR IN EQUITY.
SECTION 5.
RIGHTS OF CONTRIBUTION. THE GUARANTORS HEREBY AGREE AS
AMONG THEMSELVES THAT, IN CONNECTION WITH PAYMENTS MADE HEREUNDER, EACH
GUARANTOR SHALL HAVE A RIGHT OF CONTRIBUTION FROM EACH OTHER GUARANTOR IN
ACCORDANCE WITH APPLICABLE LAW. EACH GUARANTOR'S RIGHTS OF CONTRIBUTION SHALL BE
SUBJECT TO THE TERMS AND CONDITIONS OF SECTION 4 HEREOF. THIS SECTION 5 SHALL IN
NO RESPECT LIMIT THE OBLIGATIONS AND LIABILITY OF ANY GUARANTOR TO COBANK, AND
EACH GUARANTOR SHALL REMAIN LIABLE TO COBANK UP TO THE MAXIMUM LIABILITY OF SUCH
GUARANTOR HEREUNDER.
7
Amended and Restated Continuing Guaranty
Loan No. RX0583
SECTION 6.
SECURITY.
EACH OF THE GUARANTORS ACKNOWLEDGES AND
AGREES THAT ITS OBLIGATIONS HEREUNDER ARE SECURED IN ACCORDANCE WITH THE TERMS
OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY AND THAT COBANK MAY EXERCISE ITS
REMEDIES THEREUNDER IN ACCORDANCE WITH THE