PORTION THEREOF,
WITHOUT PROCEEDING AGAINST BORROWER OR ANY OTHER PERSON, OR ENDORSER, SURETY OR
GUARANTOR, OR FORECLOSING UPON, SELLING, OR OTHERWISE DISPOSING OF, OR
ENFORCING, OR COLLECTING OR APPLYING ANY PROPERTY, REAL OR PERSONAL, LENDER MAY
THEN HAVE AS SECURITY FOR THE OBLIGATIONS, AND WITHOUT ENFORCING OR PROCEEDING
UNDER ANY OTHER GUARANTY; (B) SELL THE REAL AND PERSONAL PROPERTY LENDER MAY
THEN HAVE AS SECURITY FOR THE OBLIGATIONS UNDER THE POWER OF SALE CONTAINED IN
ANY MORTGAGE DEED, SECURITY AGREEMENT OR SIMILAR INSTRUMENT PURSUANT TO WHICH
SUCH PROPERTY IS HELD OR TO WHICH SUCH PROPERTY IS SUBJECT OR SELL SUCH PROPERTY
THROUGH JUDICIAL FORECLOSURE, AS LENDER MAY ELECT, NOTICE OF ANY SUCH ELECTION
BEING EXPRESSLY WAIVED BY GUARANTOR, AND PROCEED AGAINST GUARANTOR FOR AN AMOUNT
EQUAL TO THE DIFFERENCE BETWEEN THE NET PROCEEDS OF SUCH SALE TO LENDER AND THE
AMOUNT OF THE OBLIGATIONS THEN DUE AND OWING.
NOTHING HEREIN SHALL PROHIBIT
LENDER FROM EXERCISING ITS RIGHTS AGAINST GUARANTOR, ANY OTHER GUARANTOR,
ENDORSER, OR SURETY, THE SECURITY, IF ANY, FOR THE OBLIGATIONS, AND BORROWER
SIMULTANEOUSLY, JOINTLY AND/OR SEVERALLY.
8.
REPRESENTATIONS.
GUARANTOR REPRESENTS
AND WARRANTS TO LENDER THAT THIS GUARANTY DOES NOT VIOLATE THE PROVISIONS OF ANY
DOCUMENT, AGREEMENT OR OTHER INSTRUMENT BY WHICH GUARANTOR IS BOUND; NO CONSENT
OR AUTHORIZATION IS REQUIRED AS A CONDITION TO THE EXECUTION OF THIS
3
GUARANTY; GUARANTOR IS FULLY AWARE OF THE FINANCIAL CONDITION OF BORROWER;
GUARANTOR DELIVERS THIS GUARANTY BASED SOLELY UPON GUARANTOR'S OWN INDEPENDENT
INVESTIGATION AND UNDERSTANDING OF THE TRANSACTION OF WHICH THIS GUARANTY IS A
PART AND IN NO PART UPON ANY REPRESENTATION OR STATEMENT OF LENDER WITH RESPECT
THERETO; GUARANTOR IS IN A POSITION TO AND HEREBY ASSUMES FULL RESPONSIBILITY
FOR OBTAINING ANY ADDITIONAL INFORMATION CONCERNING BORROWER'S FINANCIAL
CONDITION OR BUSINESS OPERATIONS AS GUARANTOR MAY DEEM MATERIAL TO HIS
OBLIGATIONS HEREUNDER AND GUARANTOR IS NOT RELYING UPON, NOR EXPECTING LENDER TO
FURNISH GUARANTOR WITH, ANY INFORMATION IN LENDER'S POSSESSION CONCERNING
BORROWER'S FINANCIAL CONDITION OR BUSINESS OPERATIONS.
GUARANTOR ACKNOWLEDGES
AND AGREES THAT HE HEREBY KNOWINGLY ACCEPTS THE FULL RANGE OF RISK ENCOMPASSED
WITHIN A CONTRACT OF "CONTINUING GUARANTY", WHICH RISK INCLUDES, WITHOUT
LIMITATION, THE POSSIBILITY THAT BORROWER WILL INCUR OR CONTRACT FOR ADDITIONAL
INDEBTEDNESS FOR WHICH GUARANTOR WILL BE LIABLE HEREUNDER.
9.
INDEPENDENT OBLIGATION.
THE
OBLIGATIONS OF GUARANTOR HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL AND ARE
INDEPENDENT OF THE OBLIGATIONS OF BORROWER OR OF ANY OTHER PERSON, ENDORSER,
SURETY OR GUARANTOR.
10.
CHANGES IN FINANCIAL CONDITION.
IN THE
EVENT THAT A MATERIAL ADVERSE CHANGE IN GUARANTOR'S FINANCIAL CONDITION SHOULD
OCCUR, THE OBLIGATIONS SHALL, AT LENDER'S ELECTION, BE DEEMED FOR THE PURPOSES
OF THIS GUARANTY TO HAVE BECOME MATURED AND, AT LENDER'S ELECTION, GUARANTOR
SHALL PROMPTLY PAY TO LENDER THE ENTIRE AMOUNT OF THE OBLIGATIONS, AND LENDER
MAY TAKE ANY ACTION DEEMED NECESSARY OR ADVISABLE TO ENFORCE THIS GUARANTY.
11.
BANKRUPTCY.
ALL OF THE OBLIGATIONS SHALL,
AT THE OPTION OF LENDER, FORTHWITH BECOME DUE AND PAYABLE IF THERE SHALL BE
FILED AGAINST BORROWER OR GUARANTOR A PETITION IN BANKRUPTCY OR FOR