OR OTHERWISE CHANGE THE TERMS OF THE
GUARANTEED OBLIGATIONS OR ANY PART THEREOF; (B) TAKE AND HOLD SECURITY FOR THE
PAYMENT OR PERFORMANCE OF THE GUARANTEED OBLIGATIONS OR THIS GUARANTY, AND
EXCHANGE, ENFORCE, WAIVE, SURRENDER, MODIFY, IMPAIR, CHANGE, ALTER, RENEW,
CONTINUE, COMPROMISE OR RELEASE IN WHOLE OR IN PART ANY SECURITY, OR FAIL TO
PERFECT ITS INTEREST IN ANY SUCH SECURITY OR TO ESTABLISH ITS PRIORITY WITH
RESPECT THEREOF; (C) RELEASE BORROWER, IN WHOLE OR IN PART, FROM ANY OR ALL OF
THE GUARANTEED OBLIGATIONS OR SUBSTITUTE ANY OR ALL OF THE GUARANTEED
OBLIGATIONS; (D) SETTLE OR COMPROMISE ANY OR ALL OF THE GUARANTEED OBLIGATIONS
WITH BORROWER OR ANY ENDORSER OR
15
GUARANTOR OF THE GUARANTEED OBLIGATIONS; AND (E) SUBORDINATE ANY OR ALL OF THE
GUARANTEED OBLIGATIONS TO ANY OTHER OBLIGATIONS OF OR CLAIM AGAINST BORROWER,
WHETHER OWING TO OR EXISTING IN FAVOR OF BANK OR ANY OTHER PARTY.
GUARANTOR
SHALL BE AND REMAINS BOUND HEREUNDER NOTWITHSTANDING ANY SUCH RENEWAL,
EXTENSION, ACCELERATION, CHANGE, TAKING, HOLDING, EXCHANGE, ENFORCEMENT, WAIVER,
SURRENDER, MODIFICATION, IMPAIRMENT, ALTERATION, RENEWAL, CONTINUATION,
COMPROMISE, RELEASE, FAILURE, APPLICATION, DIRECTION, SUBSTITUTION, SETTLEMENT
OR SUBORDINATION.
6.
INSOLVENCY.
IN THE EVENT THAT BORROWER BECOMES INSOLVENT OR
FILES A PETITION FOR REORGANIZATION, ARRANGEMENT, COMPOSITION, DISCHARGE OR
SIMILAR RELIEF UNDER ANY PRESENT OR FUTURE PROVISION OF THE BANKRUPTCY CODE, OR
IF SUCH A PETITION BE FILED AGAINST BORROWER, AND IN ANY SUCH PROCEEDINGS SOME
OR ALL OF THE GUARANTEED OBLIGATIONS SHALL BE TERMINATED OR REJECTED OR ANY OF
THE GUARANTEED OBLIGATIONS SHALL BE MODIFIED OR ABROGATED, GUARANTOR AGREES THAT
ITS LIABILITY HEREUNDER SHALL NOT THEREBY BE AFFECTED OR MODIFIED, AND SUCH
LIABILITY SHALL CONTINUE IN FULL FORCE AND EFFECT AS IF NO SUCH ACTION OR
PROCEEDING HAD OCCURRED.
THIS GUARANTY SHALL CONTINUE TO BE EFFECTIVE OR
REINSTATED, AS THE CASE MAY BE, IF ANY PAYMENT OF ANY OF THE OBLIGATIONS MUST BE
RETURNED BY BANK UPON THE INSOLVENCY, BANKRUPTCY OR REORGANIZATION OF BORROWER
OR GUARANTOR, OR OTHERWISE, AS THOUGH SUCH PAYMENT HAD NOT BEEN MADE.
7.
DUTY TO KEEP INFORMED.
GUARANTOR ASSUMES THE RESPONSIBILITY FOR
BEING AND KEEPING ITSELF INFORMED OF THE FINANCIAL CONDITION OF BORROWER UNTIL
THE TERMINATION OF ALL OF THE GUARANTEED OBLIGATIONS HEREUNDER PURSUANT TO
SECTION 2 ABOVE, AND OF ALL OTHER CIRCUMSTANCES BEARING UPON THE RISK OF
NONPAYMENT OR DEFAULT UNDER THE GUARANTEED OBLIGATIONS WHICH DILIGENT INQUIRY
WOULD REVEAL, AND AGREES THAT BANK SHALL HAVE NO DUTY TO ADVISE GUARANTOR OF
INFORMATION KNOWN TO IT REGARDING SUCH CONDITION OR ANY SUCH CIRCUMSTANCES.
8.
LIEN AND RIGHT OF SETOFF.
IN ADDITION TO ALL LIENS UPON, AND
RIGHT OF SETOFF AGAINST THE MONEYS, SECURITIES OR OTHER PROPERTY OF GUARANTOR
GIVEN TO BANK BY LAW, BANK SHALL HAVE A LIEN UPON AND RIGHT TO SETOFF AGAINST
ALL MONEYS, SECURITIES AND OTHER PROPERTY OF GUARANTOR NOW OR HEREAFTER IN THE
POSSESSION OF OR ON DEPOSIT WITH BANK, WHETHER HELD IN A GENERAL OR SPECIAL
ACCOUNT OR DEPOSIT, OR FOR SAFEKEEPING OR OTHERWISE; AND EVERY SUCH LIEN AND
RIGHT OF SETOFF MAY BE EXERCISED WITHOUT