COMPETENT JURISDICTION IN ANY ACTION OR PROCEEDING INVOLVING ANY STATE
CORPORATE LAW OR ANY STATE OR FEDERAL BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM, FRAUDULENT CONVEYANCE OR OTHER LAW AFFECTING THE RIGHTS OR CREDITORS
GENERALLY, TO BE VOID, INVALID OR UNENFORCEABLE TO ANY EXTENT ON ACCOUNT OF THE
AMOUNT OF GUARANTOR'S LIABILITY UNDER THIS GUARANTY, THEN NOTWITHSTANDING ANY
OTHER PROVISION OF THIS GUARANTY TO THE CONTRARY, THE AMOUNT OF LIABILITY SHALL,
WITHOUT ANY FURTHER ACTION BY GUARANTOR OR ANY OTHER PERSON, BE AUTOMATICALLY
LIMITED AND REDUCED TO THE HIGHEST AMOUNT WHICH IS VALID AND ENFORCEABLE AS
DETERMINED IN ACTION OR PROCEEDING.
3.
CONTINUING NATURE.
THIS GUARANTY IS A
PRIMARY AND ORIGINAL OBLIGATION OF GUARANTOR AND IS AN ABSOLUTE, UNCONDITIONAL,
CONTINUING AND IRREVOCABLE GUARANTY OF PAYMENT AND PERFORMANCE AND NOT OF
COLLECTIBILITY AND IS IN NO WAY CONDITIONED OR CONTINGENT UPON ANY ACTION OR
OMISSION BY LENDER, INCLUDING ANY REQUIREMENT THAT LENDER FIRST ATTEMPT TO
COLLECT ANY OF THE OBLIGATIONS FROM BORROWER OR RESORT TO ANY SECURITY THEREFOR,
OR UPON ANY OTHER ACTION, OCCURRENCE, OR CIRCUMSTANCE WHATSOEVER OTHER THAN THE
FAILURE OF BORROWER TO PROMPTLY AND COMPLETELY MAKE ANY PAYMENT DUE TO LENDER IN
RESPECT TO THE OBLIGATIONS AS AND WHEN THE SAME BECOME DUE AND PAYABLE, WHETHER
AT MATURITY, BY ACCELERATION OR OTHERWISE.
THIS GUARANTY IS IN ADDITION TO, AND
NOT IN SUBSTITUTION FOR OR IN REDUCTION OF, ANY OTHER GUARANTY BY GUARANTOR OR
ANY OTHER GUARANTOR IN FAVOR OF LENDER.
THIS GUARANTY SHALL BE CONTINUING AND
SHALL NOT BE DISCHARGED, IMPAIRED OR AFFECTED BY (I) THE POWER OR AUTHORITY OR
LACK THEREOF OF BORROWER TO INCUR OR CONTRACT FOR THE OBLIGATIONS OR TO EXECUTE,
ACKNOWLEDGE OR DELIVER ANY DOCUMENT, AGREEMENT OR OTHER INSTRUMENT EVIDENCING,
SECURING OR OTHERWISE EXECUTED IN CONNECTION WITH THE OBLIGATIONS; (II) THE
REGULARITY OR IRREGULARITY, VALIDITY OR INVALIDITY, OR ENFORCEABILITY OR
UNENFORCEABILITY OF THE OBLIGATIONS; (III) ANY DEFENSES OR COUNTERCLAIMS
WHATSOEVER THAT BORROWER MAY OR MIGHT HAVE TO THE PAYMENT OR PERFORMANCE OF THE
OBLIGATIONS OR TO THE ASSERTION OF A DEFAULT UNDER ANY DOCUMENT, AGREEMENT OR
OTHER INSTRUMENT EVIDENCING, SECURING OR OTHERWISE EXECUTED IN CONNECTION WITH
THE OBLIGATIONS INCLUDING, BUT NOT LIMITED TO, LACK OF CONSIDERATION, STATUTE OF
FRAUDS, INFANCY, BREACH OF WARRANTY, LENDER LIABILITY, USURY, FRAUD AND STATUTE
OF LIMITATIONS; (IV) THE EXISTENCE OR NON EXISTENCE OF BORROWER AS A LEGAL
ENTITY; (V) THE TRANSFER BY BORROWER OF ALL OR ANY PART OF THE PROPERTY SECURING
THE OBLIGATIONS; (VI) ANY RIGHT OF SETOFF, COUNTERCLAIM OR DEFENSE (OTHER THAN
THE PAYMENT AND PERFORMANCE OF THE OBLIGATIONS IN FULL) THAT GUARANTOR MAY OR
MIGHT HAVE TO ITS RESPECTIVE UNDERTAKINGS, LIABILITIES AND OBLIGATIONS UNDER
THIS GUARANTY, EACH AND EVERY SUCH DEFENSE BEING HEREBY WAIVED BY GUARANTOR; OR
(VII) THE INABILITY OF LENDER TO CLAIM ANY AMOUNT OF INTEREST, FEES, COSTS, OR
CHARGES FROM BORROWER PURSUANT TO SECTION 506(B) OF THE UNITED STATES BANKRUPTCY
CODE, AS AMENDED.
4.
GUARANTOR'S AGREEMENT TO PAY.
GUARANTOR FURTHER AGREES, AS THE PRINCIPAL OBLIGOR AND NOT AS A GUARANTOR OR
SURETY ONLY, TO PAY TO LENDER,