OTHER PERSON TO COBANK ON
ACCOUNT OF THE OBLIGATIONS IS RESCINDED OR MUST OTHERWISE BE RETURNED OR
RESTORED UPON THE INSOLVENCY OR BANKRUPTCY OF THE BORROWER, ANY GUARANTOR, OR
ANY OTHER OBLIGOR, GUARANTOR, ENDORSER OR SURETY OF THE OBLIGATIONS, ALL AS
THOUGH SUCH PAYMENT HAD NOT BEEN MADE; AND
(D)
NOTWITHSTANDING ANY PROVISION TO THE CONTRARY
CONTAINED HEREIN OR IN ANY OTHER LOAN DOCUMENT, THE MAXIMUM LIABILITY OF ANY
GUARANTOR HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS SHALL IN NO EVENT EXCEED
THE AGGREGATE AMOUNT THAT WOULD RENDER THE GUARANTY OF SUCH GUARANTOR SUBJECT TO
AVOIDANCE UNDER ANY APPLICABLE LAW.
4
Amended and Restated Continuing Guaranty
Loan No. RX0583
SECTION 4.
THE GUARANTY UNCONDITIONAL.
(A)
EACH GUARANTOR HEREBY AGREES THAT THIS IS
A GUARANTY OF PAYMENT AND PERFORMANCE AND NOT OF COLLECTION ONLY. THE LIABILITY
OF EACH GUARANTOR UNDER THIS CONTINUING GUARANTY SHALL BE ABSOLUTE,
UNCONDITIONAL, DIRECT, COMPLETE AND IMMEDIATE AND SHALL NOT BE CONTINGENT UPON
THE PURSUIT OF ANY REMEDIES AGAINST THE BORROWER, ANY GUARANTOR OR ANY OTHER
PERSON, NOR AGAINST ANY SECURITY OR LIEN AVAILABLE TO COBANK, ITS SUCCESSORS,
SUCCESSORS-IN-TITLE, ENDORSEES OR ASSIGNS. EACH GUARANTOR WAIVES ANY RIGHT TO
REQUIRE THAT AN ACTION BE BROUGHT AGAINST THE BORROWER, ANY GUARANTOR OR ANY
OTHER PERSON OR TO REQUIRE THAT RESORT BE HAD TO ANY SECURITY. IN THE OCCURRENCE
OF A BREACH, DEFAULT, OR EVENT OF DEFAULT UNDER ANY OF THE LOAN DOCUMENTS,
COBANK SHALL HAVE THE RIGHT TO ENFORCE ITS RIGHTS, POWERS AND REMEDIES UNDER ANY
OF THE LOAN DOCUMENTS, IN ANY ORDER, AND ALL RIGHTS, POWERS AND REMEDIES
AVAILABLE TO COBANK IN SUCH EVENT SHALL BE NONEXCLUSIVE AND CUMULATIVE OF ALL
OTHER RIGHTS, POWERS AND REMEDIES PROVIDED THEREUNDER OR HEREUNDER OR BY LAW OR
IN EQUITY. ACCORDINGLY, EACH GUARANTOR HEREBY AUTHORIZES AND EMPOWERS COBANK
UPON ACCELERATION OF THE MATURITY OF ANY OF THE NOTES OR ANY OTHER OBLIGATION,
AT ITS SOLE DISCRETION, AND WITHOUT NOTICE TO SUCH GUARANTOR, TO EXERCISE ANY
RIGHT OR REMEDY WHICH COBANK MAY HAVE OR ANY RIGHT OR REMEDY HEREINAFTER GRANTED
WHICH COBANK MAY HAVE AS TO ANY SECURITY. EACH GUARANTOR EXPRESSLY WAIVES ANY
RIGHT TO REQUIRE ANY ACTION ON THE PART OF COBANK TO PROCEED TO COLLECT AMOUNTS
DUE UNDER ANY LOAN DOCUMENT;
(B)
EACH GUARANTOR ASSENTS TO ALL TERMS AND
AGREEMENTS HERETOFORE OR HEREAFTER MADE BY THE BORROWER, ANY OF ITS
SUBSIDIARIES, ANY GUARANTOR, OR ANY OTHER GUARANTOR OF THE OBLIGATIONS WITH
COBANK;
(C)
EACH GUARANTOR HEREBY CONSENTS TO THE
FOLLOWING AND AGREES THAT ITS LIABILITY WILL NOT BE AFFECTED OR IMPAIRED BY (I)
THE EXCHANGE, RELEASE OR SURRENDER OF ANY COLLATERAL TO THE BORROWER, ANY
GUARANTOR OR ANY OTHER PERSON, OR THE WAIVER, RELEASE OR SUBORDINATION OF ANY
SECURITY INTEREST, IN WHOLE OR IN PART; (II) THE WAIVER OR DELAY IN THE EXERCISE
OF ANY OF COBANK'S RIGHTS OR REMEDIES AGAINST THE BORROWER, ANY GUARANTOR OR ANY
OTHER PERSON; (III) THE RELEASE OF THE BORROWER, ANY GUARANTOR OR ANY OTHER
PERSON INCLUDING ANY PERSON GUARANTEEING ANY PORTION OF THE OBLIGATIONS;