OF HOW THEY ARISE OR BY
WHAT AGREEMENT OR INSTRUMENT THEY MAY BE EVIDENCED (INCLUDING ANY INTEREST RATE
AGREEMENT PROVIDED BY COBANK), INCLUDING, IN EACH CASE, THE PRINCIPAL AMOUNT OF
ALL DEBTS, CLAIMS AND INDEBTEDNESS, ACCRUED AND UNPAID INTEREST AND ALL
INDEMNITIES, FEES, COSTS AND EXPENSES, WHETHER PRIMARY, SECONDARY, DIRECT,
CONTINGENT, FIXED OR OTHERWISE, ACQUIRED DIRECTLY OR BY ASSIGNMENT OR OTHERWISE,
HERETOFORE, NOW OR FROM TIME TO TIME HEREAFTER OWING, DUE OR PAYABLE, OR ANY
COMBINATION THEREOF, WHETHER BEFORE OR AFTER THE FILING OF A PROCEEDING UNDER
THE BANKRUPTCY CODE OR ANY OTHER DEBTOR RELIEF LAW (WHETHER OR NOT ALLOWED IN
SUCH PROCEEDING) BY OR AGAINST ANY LOAN PARTY OR ANY OF THE SUBSIDIARIES OF ANY
LOAN PARTY; PROVIDED THAT,
EXCLUDED SWAP OBLIGATIONS OF ANY GUARANTOR SHALL IN
ANY EVENT BE EXCLUDED FROM "OBLIGATIONS" OWING BY SUCH GUARANTOR.
3
Amended and Restated Continuing Guaranty
Loan No. RX0583
SECTION 3.
THE GUARANTY.
(A)
EACH OF THE GUARANTORS HEREBY, JOINTLY AND
SEVERALLY, ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY, COMPLETELY AND IMMEDIATELY,
AS PRIMARY OBLIGOR AND NOT MERELY AS SURETY, GUARANTEES TO COBANK THE FULL AND
PROMPT PAYMENT AND PERFORMANCE WHEN DUE (WHETHER AT STATED MATURITY, AS A
MANDATORY PREPAYMENT, BY ACCELERATION OR OTHERWISE) OF THE OBLIGATIONS. UPON
FAILURE BY THE BORROWER OR ANY OTHER LOAN PARTY TO PAY IN FULL WHEN DUE (WHETHER
AT STATED MATURITY, AS A MANDATORY PREPAYMENT, BY ACCELERATION OR OTHERWISE) ANY
OF THE OBLIGATIONS, EACH OF THE GUARANTORS, JOINTLY AND SEVERALLY, AGREES THAT
IT WILL PROMPTLY PAY THE SAME WITHOUT SET-OFF OR COUNTERCLAIM AT THE PLACE AND
IN THE MANNER SPECIFIED IN THE LOAN DOCUMENTS, WITHOUT ANY DEMAND OR NOTICE
WHATSOEVER, AND THAT IN THE CASE OF ANY EXTENSION OF TIME OF PAYMENT OR RENEWAL
OF ANY OF THE OBLIGATIONS, THE SAME WILL BE PROMPTLY PAID IN FULL WHEN DUE
(WHETHER AT STATED MATURITY, AS A MANDATORY PREPAYMENT, BY ACCELERATION OR
OTHERWISE) IN ACCORDANCE WITH THE TERMS OF SUCH EXTENSION OR RENEWAL;
(B)
EACH GUARANTOR FURTHER HEREBY, JOINTLY
AND SEVERALLY, AGREES TO PAY TO COBANK, UPON DEMAND, ANY AND ALL LOSSES AND
EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES, PAID OR INCURRED BY
COBANK IN ENFORCING OR ATTEMPTING TO ENFORCE OR COLLECTING OR ATTEMPTING TO
COLLECT, OR OBTAINING ADVICE OF COUNSEL WITH RESPECT OF, ANY RIGHT WITH RESPECT
TO, ANY OR ALL OF THE OBLIGATION OR ANY LOAN DOCUMENT, INCLUDING THIS CONTINUING
GUARANTY, OR IN ATTEMPTING TO PROTECT OR PRESERVE ANY PROPERTY, PERSONAL OR
REAL, SECURING THE OBLIGATIONS OR PLEDGED UNDER ANY LOAN DOCUMENT;
(C)
EACH GUARANTOR HEREBY, JOINTLY AND
SEVERALLY, GUARANTEES ANY SUM OR SUMS WHICH BECOME DUE AND OWING TO COBANK AS A
RESULT OF ANY ORDER OF A BANKRUPTCY COURT WHICH REQUIRES COBANK TO TURN OVER
MONEYS PAID BY THE BORROWER, ANY GUARANTOR OR ANY OTHER PERSON TO COBANK ON
ACCOUNT OF THE OBLIGATIONS. EACH GUARANTOR AGREES THAT THIS CONTINUING GUARANTY
SHALL CONTINUE TO BE EFFECTIVE OR BE REINSTATED, AS THE CASE MAY BE, IF AT ANY
TIME ANY PAYMENT BY THE BORROWER, ANY GUARANTOR OR ANY