TIME
TO TIME BY LENDER TO BORROWER WITHOUT NOTICE TO OR AUTHORIZATION FROM GUARANTOR,
INCLUDING BUT NOT LIMITED TO MAKING ADDITIONAL LOANS OR OTHER FINANCIAL
ACCOMMODATIONS BY LENDER TO BORROWER OR ANY OTHER LOAN PARTY REGARDLESS OF THE
FINANCIAL OR OTHER CONDITION OF BORROWER, ANY OTHER LOAN PARTY OR THE PROPERTY
AND GUARANTOR AGREES THAT THE OBLIGATIONS, COVENANTS AND AGREEMENTS OF GUARANTOR
UNDER THIS GUARANTY SHALL NOT BE DISCHARGED, AFFECTED OR IMPAIRED THEREBY.
(C)
NO MODIFICATION OR WAIVER OF ANY OF THE
PROVISIONS OF THIS GUARANTY SHALL BE BINDING UPON LENDER OR GUARANTOR EXCEPT AS
EXPRESSLY SET FORTH IN A WRITING DULY SIGNED AND DELIVERED ON BEHALF OF LENDER.
(D)
GUARANTOR FURTHER AGREES THAT ANY
EXCULPATORY LANGUAGE PERTAINING TO BORROWER OR TO ANY OTHER LOAN PARTY CONTAINED
IN THE NOTE, THE LOAN AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL IN NO EVENT
APPLY TO THIS GUARANTY, AND WILL NOT PREVENT LENDER FROM PROCEEDING AGAINST
GUARANTOR TO ENFORCE THIS GUARANTY.
(E)
GUARANTOR HEREBY WAIVES THE BENEFIT OF ANY
LAW THAT WOULD OTHERWISE RESTRICT OR LIMIT LENDER IN THE EXERCISE OF ITS RIGHT,
WHICH IS HEREBY ACKNOWLEDGED, TO APPROPRIATE WITHOUT NOTICE AT ANY TIME
HEREAFTER ANY INDEBTEDNESS OR OBLIGATION MATURED OR UNMATURED OWING FROM LENDER
TO GUARANTOR.
LENDER MAY, FROM TIME TO TIME, WITHOUT DEMAND OR NOTICE OF ANY
KIND, APPROPRIATE AND APPLY TOWARD THE PAYMENT OF SUCH OF THE SECURED
OBLIGATIONS, AND IN SUCH ORDER OF APPLICATION, AS LENDER MAY, FROM TIME TO TIME,
ELECT ANY AND ALL SUCH BALANCES, CREDITS, DEPOSITS, ACCOUNTS, MONEYS, CASH
EQUIVALENTS AND OTHER ASSETS, OR IN THE NAME OF GUARANTOR, THEN OR THEREAFTER
WITH LENDER.
GUARANTOR HEREBY ASSIGNS AND TRANSFERS TO LENDER ANY AND ALL CASH,
NEGOTIABLE INSTRUMENTS, DOCUMENTS OF TITLE, CHATTEL PAPER, SECURITIES,
CERTIFICATES OF DEPOSIT, DEPOSIT ACCOUNTS, OTHER CASH EQUIVALENTS AND OTHER
ASSETS OF GUARANTOR, IN THE POSSESSION OR CONTROL OF LENDER FOR ANY PURPOSE.
(F)
GUARANTOR HEREBY WAIVES THE FILING OF A
CLAIM WITH A COURT IN THE EVENT OF RECEIVERSHIP OR BANKRUPTCY OF BORROWER AND
WAIVES EVERY DEFENSE, CAUSE OF ACTION, COUNTERCLAIM OR SETOFF WHICH GUARANTOR
MAY NOW HAVE OR HEREAFTER MAY HAVE TO ANY ACTION BY LENDER IN ENFORCING THIS
GUARANTY, INCLUDING, WITHOUT LIMITATION, EVERY DEFENSE, COUNTERCLAIM OR SETOFF
WHICH GUARANTOR MAY NOW HAVE, OR HEREAFTER MAY HAVE, AGAINST BORROWER, ANY OTHER
LOAN PARTY OR ANY OTHER PARTY LIABLE TO LENDER IN ANY MANNER, OTHER THAN
MANDATORY COUNTERCLAIMS.
GUARANTOR RATIFIES AND CONFIRMS WHATEVER LENDER MAY DO
PURSUANT TO THE TERMS HEREOF AND WITH RESPECT TO ALL OR ANY PART OF THE PROPERTY
AND AGREES THAT LENDER SHALL NOT BE LIABLE FOR ANY ERROR IN JUDGMENT OR MISTAKES
OF FACT OR LAW; PROVIDED THAT NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT
LENDER'S LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
GUARANTOR HEREBY
AGREES THAT GUARANTOR MAY BE JOINED AS A PARTY DEFENDANT IN ANY LEGAL PROCEEDING
(INCLUDING, BUT NOT LIMITED TO, A FORECLOSURE PROCEEDING) INSTITUTED BY LENDER
AGAINST BORROWER OR ANY OTHER LOAN PARTY.
8.
ENFORCEMENT COSTS:
IF:
(A)
THIS GUARANTY, THE