PRESENTMENTS,
NOTICES OF DEFAULT, NONPAYMENT, PARTIAL PAYMENTS AND PROTEST, ALL OTHER NOTICES
OR FORMALITIES, ANY RIGHT TO REQUIRE PROSECUTION OF COLLECTION OR REMEDIES
AGAINST ANY PERSON OR ENTITY OR TO PURSUE ANY OTHER REMEDY IN ITS POWER.
GUARANTOR AGREES THAT ONE OR MORE, AND SUCCESSIVE AND/OR CONCURRENT, ACTIONS MAY
BE BROUGHT AGAINST IT, AND THAT THE CESSATION OF THE LIABILITY FOR ANY REASON,
OTHER THAN FULL SATISFACTION OF THE OBLIGATIONS, SHALL NOT IN ANY WAY AFFECT THE
LIABILITY OF THE GUARANTOR HEREUNDER. THE GUARANTY SET FORTH IN THIS SECTION IS
A CONTINUING GUARANTY AND SHALL REMAIN IN EFFECT UNTIL ALL OF THE OBLIGATIONS
ARISING UNDER THIS GUARANTY HAVE BEEN PAID IN FULL OR OTHERWISE SATISFIED OR
DISCHARGED. GUARANTOR HEREBY WAIVES, FOR THE BENEFIT OF THE BORROWER AND ITS
SUCCESSORS AND ASSIGNS:
(I) ANY DEFENSE ARISING BY REASON OF INCAPACITY OR LACK
OF AUTHORITY; (II) ANY DEFENSE BASED UPON ANY STATUTE OR RULE OF LAW WHICH
PROVIDES THAT THE OBLIGATION OF A SURETY MUST BE NEITHER LARGER IN AMOUNT NOR IN
OTHER RESPECTS MORE BURDENSOME THAN THAT OF THE PRINCIPAL; AND (III) ANY
PRINCIPLES OR PROVISIONS OF LAW, STATUTORY OR OTHERWISE, WHICH ARE OR MIGHT BE
IN CONFLICT WITH THE TERMS OF THIS GUARANTY AND ANY LEGAL OR EQUITABLE DISCHARGE
OF THE OBLIGATIONS HEREUNDER.
SECTION 2
COVENANTS OF BORROWER
So long as the Loan is outstanding:
2.1.
COMPLIANCE WITH LAW.
BORROWER AND ITS
SUBSIDIARIES WILL COMPLY WITH ALL EXISTING AND FUTURE LAWS, REGULATIONS, ORDERS
AND REQUIREMENTS OF, AND ALL PERMITS AND APPROVALS FROM, AND AGREEMENTS WITH AND
COMMITMENTS TO, ALL GOVERNMENTAL, JUDICIAL OR LEGAL AUTHORITIES HAVING
JURISDICTION OVER BORROWER AND BORROWER'S BUSINESS, EXCEPT TO THE EXTENT SUCH
NON-COMPLIANCE WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
AS USED IN THIS
AGREEMENT, "MATERIAL ADVERSE EFFECT" SHALL MEAN ANY EVENT OR CIRCUMSTANCES THAT
WOULD BE REASONABLY EXPECTED TO (A) HAVE A MATERIAL ADVERSE EFFECT ON THE
BUSINESS CONDITION (FINANCIAL OR OTHERWISE), OPERATIONS, OR PROPERTIES OF
BORROWER AND ITS SUBSIDIARIES, TAKEN AS A WHOLE, OR (B) MATERIALLY ADVERSELY
AFFECT BORROWER'S ABILITY TO REPAY THE LOAN.
2.2.
USE OF PROCEEDS.
BORROWER SHALL USE THE LOAN
PROCEEDS FOR THE PURPOSE SET FORTH IN SECTION 1.1 ABOVE AND FOR NO OTHER PURPOSE
WHATSOEVER.
2.3.
SITE VISITS.
BORROWER SHALL PERMIT LENDER,
ITS AGENTS AND REPRESENTATIVES THE RIGHT TO ENTER AND VISIT BORROWER'S OFFICES
AT ANY REASONABLE TIME TO INSPECT BORROWER'S BOOKS AND RECORDS AND MAKE COPIES
THEREOF AND TO CONFIRM COMPLIANCE WITH THE TERMS OF THIS AGREEMENT, AND AT SUCH
REASONABLE TIMES DURING NORMAL BUSINESS HOURS AND AS OFTEN AS MAY BE REASONABLY
DESIRED, UPON REASONABLE ADVANCE WRITTEN NOTICE TO BORROWER, AND BORROWER SHALL
PAY THE REASONABLE OUT-OF-POCKET EXPENSES OF LENDER IN CONNECTION WITH ONE SUCH
SITE VISIT PER 12-MONTH PERIOD.
LENDER IS UNDER NO DUTY TO EXAMINE ANY BOOKS OR
RECORDS AND LENDER SHALL NOT INCUR ANY OBLIGATION OR LIABILITY BY REASON OF NOT
MAKING ANY SUCH INSPECTION OR INQUIRY.
ANY SITE VISIT, OBSERVATION OR
EXAMINATION BY LENDER IS SOLELY FOR THE PURPOSE OF PROTECTING AND PRESERVING
LENDER'S