ITS ASSIGNEES OR ANY ACCEPTANCE THEREOF OR ANY
RELEASE OF ANY SECURITY BY LENDER OR ITS ASSIGNEES, (D) ANY LIMITATION ON ANY
PARTY'S LIABILITY OR OBLIGATION UNDER THE DOCUMENTS OR ANY OTHER DOCUMENTS,
INSTRUMENTS OR AGREEMENTS RELATING TO THE OBLIGATIONS OR ANY ASSIGNMENT OR
TRANSFER OF ANY THEREOF OR ANY INVALIDITY OR UNENFORCEABILITY, IN WHOLE OR IN
PART, OF ANY SUCH DOCUMENT, INSTRUMENT OR AGREEMENT OR ANY TERM THEREOF, (E) ANY
BANKRUPTCY, INSOLVENCY, REORGANIZATION, COMPOSITION, ADJUSTMENT, DISSOLUTION,
LIQUIDATION OR OTHER LIKE PROCEEDING RELATING TO BORROWER, OR ANY ACTION TAKEN
WITH RESPECT TO THIS GUARANTY BY ANY TRUSTEE OR RECEIVER, OR BY ANY COURT, IN
ANY SUCH PROCEEDING, WHETHER OR NOT THE GUARANTOR SHALL HAVE NOTICE OR KNOWLEDGE
OF ANY OF THE FOREGOING, (F) ANY EXCHANGE, RELEASE OR NONPERFECTION OF ANY
COLLATERAL, OR ANY RELEASE, OR AMENDMENT OR
2
WAIVER OF OR CONSENT TO DEPARTURE FROM ANY GUARANTY OR SECURITY, FOR ALL OR ANY
OF THE OBLIGATIONS OR (G) ANY OTHER CIRCUMSTANCE WHICH MIGHT OTHERWISE
CONSTITUTE A DEFENSE AVAILABLE TO, OR A DISCHARGE OF, THE GUARANTOR.
ANY
AMOUNTS DUE FROM THE GUARANTOR TO LENDER SHALL BEAR INTEREST UNTIL SUCH AMOUNTS
ARE PAID IN FULL AT THE HIGHEST RATE THEN APPLICABLE TO THE OBLIGATIONS.
OBLIGATIONS INCLUDE POST-PETITION INTEREST WHETHER OR NOT ALLOWED OR ALLOWABLE.
3.
WAIVERS.
(A)
THIS GUARANTY IS A
GUARANTY OF PAYMENT AND NOT OF COLLECTION.
LENDER SHALL BE UNDER NO OBLIGATION
TO INSTITUTE SUIT, EXERCISE RIGHTS OR REMEDIES OR TAKE ANY OTHER ACTION AGAINST
BORROWER OR ANY OTHER PERSON LIABLE WITH RESPECT TO ANY OF THE OBLIGATIONS OR
RESORT TO ANY COLLATERAL SECURITY HELD BY IT TO SECURE ANY OF THE OBLIGATIONS AS
A CONDITION PRECEDENT TO THE GUARANTOR BEING OBLIGATED TO PERFORM AS AGREED
HEREIN AND GUARANTOR HEREBY WAIVES ANY AND ALL RIGHTS WHICH IT MAY HAVE BY
STATUTE OR OTHERWISE WHICH WOULD REQUIRE LENDER TO DO ANY OF THE FOREGOING.
THE
GUARANTOR FURTHER CONSENTS AND AGREES THAT LENDER SHALL BE UNDER NO OBLIGATION
TO MARSHAL ANY ASSETS IN FAVOR OF THE GUARANTOR, OR AGAINST OR IN PAYMENT OF ANY
OR ALL OF THE OBLIGATIONS.
THE GUARANTOR HEREBY WAIVES ALL SURETYSHIP DEFENSES
AND ANY RIGHTS TO INTERPOSE ANY DEFENSE, COUNTERCLAIM OR OFFSET OF ANY NATURE
AND DESCRIPTION WHICH THE GUARANTOR MAY HAVE OR WHICH MAY EXIST BETWEEN AND
AMONG LENDER, BORROWER AND/OR THE GUARANTOR WITH RESPECT TO THE GUARANTOR'S
OBLIGATIONS UNDER THIS GUARANTY, OR WHICH BORROWER MAY ASSERT ON THE UNDERLYING
DEBT, INCLUDING BUT NOT LIMITED TO FAILURE OF CONSIDERATION, BREACH OF WARRANTY,
FRAUD, PAYMENT (OTHER THAN CASH PAYMENT IN FULL OF THE OBLIGATIONS), STATUTE OF
FRAUDS, BANKRUPTCY, INFANCY, STATUTE OF LIMITATIONS, ACCORD AND SATISFACTION,
AND USURY, EXCEPT FOR PAYMENT IN FULL OF THE OBLIGATIONS PURSUANT TO THIS
GUARANTY.
(B)
THE GUARANTOR WAIVES (I) NOTICE OF THE
ACCEPTANCE OF THIS GUARANTY, AND OF ALL NOTICES AND DEMANDS OF ANY KIND TO WHICH
THE GUARANTOR MAY BE ENTITLED, INCLUDING, WITHOUT LIMITATION, NOTICE OF ADVERSE
CHANGE IN BORROWER'S FINANCIAL CONDITION OR OF ANY OTHER FACT WHICH MIGHT
MATERIALLY INCREASE