APPROVED BY
COBANK AND CONTAINED IN A WRITING EXECUTED AND DELIVERED BY COBANK AND (IN THE
CASE OF AMENDMENTS) THE GUARANTORS, AND THEN THE SAME SHALL BE EFFECTIVE ONLY IN
THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE FOR WHICH GIVEN.
(I)
REGULATORY APPROVALS. UPON ANY
ACTION BY COBANK TO COMMENCE THE EXERCISE OF REMEDIES HEREUNDER OR UNDER ANY OF
THE OTHER LOAN DOCUMENTS, EACH GUARANTOR AND THE BORROWER HEREBY UNDERTAKE AND
AGREE TO COOPERATE AND JOIN WITH COBANK IN ANY APPLICATION TO ANY GOVERNMENTAL
AUTHORITY WITH RESPECT THERETO AND TO PROVIDE SUCH ASSISTANCE IN CONNECTION
THEREWITH AS COBANK MAY REASONABLY REQUEST, INCLUDING THE PREPARATION OF,
CONSENT TO OR JOINING IN OF FILINGS AND APPEARANCES OF OFFICERS AND EMPLOYEES OF
SUCH GUARANTOR OR THE BORROWER BEFORE ANY GOVERNMENTAL AUTHORITY, IN EACH CASE
IN SUPPORT OF ANY SUCH APPLICATION MADE BY COBANK, AND SUCH GUARANTOR OR THE
BORROWER, AS APPLICABLE, SHALL NOT, DIRECTLY OR INDIRECTLY, OPPOSE ANY SUCH
ACTION BY COBANK BEFORE ANY SUCH GOVERNMENTAL AUTHORITY.
12
Amended and Restated Continuing Guaranty
Loan No. RX0583
SECTION 12.
CONSENT TO JURISDICTION. TO THE MAXIMUM EXTENT PERMITTED
BY LAW, THE GUARANTORS AND THE BORROWER AGREE THAT ANY LEGAL ACTION OR
PROCEEDING WITH RESPECT TO THIS CONTINUING GUARANTY OR ANY OF THE OTHER LOAN
DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE UNITED STATES OF AMERICA FOR THE
DISTRICT OF COLORADO, ALL AS COBANK MAY ELECT. BY EXECUTION OF THIS CONTINUING
GUARANTY, THE GUARANTORS AND THE BORROWER HEREBY IRREVOCABLY SUBMIT TO EACH SUCH
JURISDICTION, EXPRESSLY WAIVING ANY OBJECTION IT MAY HAVE TO THE LAYING OF VENUE
BY REASON OF ITS PRESENT OR FUTURE DOMICILE. NOTHING CONTAINED HEREIN SHALL
AFFECT THE RIGHT OF COBANK TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED
AGAINST ANY GUARANTOR OR THE BORROWER IN ANY OTHER JURISDICTION OR TO SERVE
PROCESS IN ANY MANNER PERMITTED OR REQUIRED BY LAW.
SECTION 13.
WAIVER OF JURY TRIAL. EACH GUARANTOR, THE BORROWER AND
COBANK HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS CONTINUING GUARANTY, ANY OTHER
LOAN DOCUMENT, OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF
THIS CONTINUING GUARANTY, AND THE SURETY RELATIONSHIP THAT IS BEING ESTABLISHED.
THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL
DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF
THIS CONTINUING GUARANTY, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY
CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH GUARANTOR, THE
BORROWER AND COBANK ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO
ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THE WAIVER
IN ENTERING INTO THIS CONTINUING GUARANTY AND THAT EACH WILL CONTINUE TO RELY ON
THE WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH GUARANTOR, THE BORROWER AND
COBANK FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS
LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES