MISLEADING IN ANY
MATERIAL RESPECT ON OR AS OF THE DATE MADE OR DEEMED MADE; OR
(B)
PAYMENT DEFAULT.
ANY GUARANTOR SHOULD FAIL TO MAKE
ANY PAYMENT TO COBANK WHEN DUE HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT TO
WHICH IT IS A PARTY.
(C)
CROSS-DEFAULT. THE OCCURRENCE OF ANY EVENT OF
DEFAULT UNDER SECTION 10 OF THE MLA; OR
(D)
COVENANTS AND AGREEMENTS.
ANY GUARANTOR SHOULD FAIL
TO PERFORM OR COMPLY WITH ANY OTHER COVENANT OR AGREEMENT CONTAINED HEREIN, AND
SUCH FAILURE SHALL CONTINUE FOR A PERIOD OF THIRTY (30) DAYS.
PROVIDED, THAT ANY BREACH OF THE TERMS OF THIS CONTINUING GUARANTY WHICH SHALL
ALSO CONSTITUTE A BREACH OF THE LOAN AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL
BE SUBJECT TO THE SAME NOTICE AND CURE RIGHT APPLICABLE TO SUCH BREACH UNDER THE
LOAN AGREEMENT OR SUCH OTHER LOAN DOCUMENT.
SECTION 10.
RIGHT OF SET-OFF. IN ADDITION TO ANY RIGHTS AND REMEDIES
OF COBANK PROVIDED BY LAW OR THE LOAN DOCUMENTS, EACH GUARANTOR HEREBY
IRREVOCABLY AUTHORIZES COBANK AT ANY TIME AND FROM TIME TO TIME DURING THE
CONTINUATION OF AN EVENT OF DEFAULT, WITHOUT NOTICE TO ANY GUARANTOR AND
REGARDLESS OF THE ACCEPTANCE OF ANY SECURITY OR COLLATERAL FOR THE PAYMENT
HEREOF, APPROPRIATE AND APPLY TOWARD PAYMENT OF ALL OR ANY PART OF THE
OBLIGATIONS (A) ANY INDEBTEDNESS DUE OR TO BECOME DUE FROM COBANK TO ANY
GUARANTOR, AND (B) ANY MONEYS, CREDITS OR OTHER PROPERTY BELONGING TO ANY
GUARANTOR, AT ANY TIME HELD BY OR COMING INTO THE POSSESSION OF COBANK OR ANY OF
ITS AFFILIATES.
10
Amended and Restated Continuing Guaranty
Loan No. RX0583
SECTION 11.
MISCELLANEOUS.
(A)
GOVERNING LAW.
WITHOUT GIVING EFFECT TO
THE PRINCIPLES OF CONFLICT OF LAWS AND EXCEPT TO THE EXTENT GOVERNED BY FEDERAL
LAW, THE LAWS OF THE STATE OF COLORADO, WITHOUT REFERENCE TO CHOICE OF LAW
DOCTRINE, SHALL GOVERN THIS CONTINUING GUARANTY AND ANY OTHER LOAN DOCUMENT FOR
WHICH COLORADO IS SPECIFIED AS THE APPLICABLE LAW, AND ALL DISPUTES AND MATTERS
BETWEEN THE PARTIES TO THIS CONTINUING GUARANTY, INCLUDING ALL DISPUTES AND
MATTERS WHATSOEVER ARISING UNDER, IN CONNECTION WITH OR INCIDENT TO THE GUARANTY
OR OTHER BUSINESS RELATIONSHIP BETWEEN THE PARTIES, AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES TO THIS CONTINUING GUARANTY OR ANY OTHER LOAN
DOCUMENT BY AND BETWEEN THE PARTIES FOR WHICH COLORADO IS SPECIFIED AS THE
APPLICABLE LAW. TO THE EXTENT MINNESOTA STATUTES CHAPTER 582.30 IS APPLICABLE,
EACH GUARANTOR WAIVES TO THE EXTENT PERMITTED BY APPLICABLE LAW MINNESOTA
STATUTES CHAPTER 582.30 AND ACKNOWLEDGES THAT IT REMAINS LIABLE FOR ANY
DEFICIENCY.
(B)
BINDING EFFECT. THIS CONTINUING GUARANTY
SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON THE PARTIES HERETO AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS, INCLUDING ANY HOLDER OR OWNER OF ANY OF THE
NOTES OR THE OTHER LOAN DOCUMENTS. NONE OF THE GUARANTORS OR THE BORROWER MAY
ASSIGN ANY OF ITS RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN
CONSENT OF COBANK.
NO NOTICE TO OR DEMAND ON ANY GUARANTOR OR THE BORROWER
SHALL ENTITLE