CIRCUMSTANCES WHICH MIGHT OTHERWISE
LIMIT RECOURSE AGAINST A GUARANTOR BY LENDER OR CONSTITUTE A LEGAL OR EQUITABLE
DISCHARGE OR DEFENSE OF A GUARANTOR OR SURETY.
LENDER MAY ENFORCE THE
OBLIGATIONS OF GUARANTOR UNDER THIS GUARANTY BY A PROCEEDING AT LAW, IN EQUITY
OR OTHERWISE, INDEPENDENT OF ANY LOAN FORECLOSURE OR SIMILAR PROCEEDING OR ANY
DEFICIENCY ACTION AGAINST BORROWER OR ANY OTHER PERSON AT ANY TIME, EITHER
BEFORE OR AFTER AN ACTION AGAINST THE PROPERTY OR ANY PART THEREOF, BORROWER OR
ANY OTHER PERSON.
THIS GUARANTY IS A GUARANTY OF PAYMENT AND PERFORMANCE AND
NOT MERELY A GUARANTY OF COLLECTION.
GUARANTOR WAIVES DILIGENCE, NOTICE OF
ACCEPTANCE OF THIS GUARANTY, FILING OF CLAIMS WITH ANY COURT, ANY PROCEEDING TO
ENFORCE ANY PROVISION OF ANY OTHER LOAN DOCUMENT, AGAINST GUARANTOR, BORROWER OR
ANY OTHER PERSON, ANY RIGHT TO REQUIRE A PROCEEDING FIRST AGAINST BORROWER OR
ANY OTHER PERSON, OR TO EXHAUST ANY SECURITY (INCLUDING, WITHOUT LIMITATION, THE
PROPERTY) FOR THE PERFORMANCE OF THE GUARANTEED OBLIGATIONS OR ANY OTHER
OBLIGATIONS OF BORROWER OR ANY OTHER PERSON, OR ANY PROTEST, PRESENTMENT, NOTICE
OF DEFAULT OR OTHER NOTICE OR DEMAND WHATSOEVER (EXCEPT TO THE EXTENT EXPRESSLY
PROVIDED TO THE CONTRARY IN THIS GUARANTY).
(B)
THE OBLIGATIONS OF GUARANTOR UNDER THIS
GUARANTY, AND THE RIGHTS OF LENDER TO ENFORCE THE SAME BY PROCEEDINGS, WHETHER
BY ACTION AT LAW, SUIT IN EQUITY OR OTHERWISE, SHALL NOT BE IN ANY WAY AFFECTED
BY ANY OF THE FOLLOWING:
(I)
ANY INSOLVENCY, BANKRUPTCY, LIQUIDATION,
REORGANIZATION, READJUSTMENT, COMPOSITION, DISSOLUTION, RECEIVERSHIP,
CONSERVATORSHIP, WINDING UP OR OTHER SIMILAR PROCEEDING INVOLVING OR AFFECTING
BORROWER, THE PROPERTY OR ANY PART THEREOF, A GUARANTOR OR ANY OTHER PERSON;
(II)
ANY FAILURE BY LENDER OR ANY OTHER PERSON,
WHETHER OR NOT WITHOUT FAULT ON ITS PART, TO PERFORM OR COMPLY WITH ANY OF THE
TERMS OF THE LOAN AGREEMENT, OR ANY OTHER LOAN DOCUMENTS, OR ANY DOCUMENT OR
INSTRUMENT RELATING THERETO;
(III)
THE SALE, TRANSFER OR CONVEYANCE OF THE
PROPERTY OR ANY INTEREST THEREIN TO ANY PERSON, WHETHER NOW OR HEREAFTER HAVING
OR ACQUIRING AN INTEREST IN THE PROPERTY OR ANY INTEREST THEREIN AND WHETHER OR
NOT PURSUANT TO ANY FORECLOSURE, TRUSTEE SALE OR SIMILAR PROCEEDING AGAINST
BORROWER OR THE PROPERTY OR ANY INTEREST THEREIN;
(IV)
THE CONVEYANCE TO LENDER, ANY AFFILIATE OF
LENDER OR LENDER'S NOMINEE OF THE PROPERTY OR ANY INTEREST THEREIN BY A
DEED-IN-LIEU OF FORECLOSURE;
(V)
THE RELEASE OF BORROWER OR ANY OTHER PERSON
FROM THE PERFORMANCE OR OBSERVANCE OF ANY OF THE AGREEMENTS, COVENANTS, TERMS OR
CONDITIONS CONTAINED IN ANY OF THE LOAN DOCUMENTS BY OPERATION OF LAW OR
OTHERWISE; OR
(VI)
THE RELEASE IN WHOLE OR IN PART OF ANY
COLLATERAL FOR ANY OR ALL GUARANTEED OBLIGATIONS OR FOR THE LOAN OR ANY PORTION
THEREOF.
(C)
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED
IN THIS GUARANTY, GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES ALL DEFENSES
IN AN ACTION BROUGHT BY LENDER
4
TO ENFORCE THIS GUARANTY BASED ON CLAIMS OF WAIVER, RELEASE, SURRENDER,
ALTERATION OR COMPROMISE AND ALL SETOFFS, REDUCTIONS, OR IMPAIRMENTS, WHETHER
ARISING