OF,
EXCHANGE OR SURRENDER ANY COLLATERAL FOR, RENEW OR EXTEND ANY OF THE OBLIGATIONS
1
OR DECREASE THE INTEREST RATE THEREON, AND MAY ALSO MAKE ANY AGREEMENT WITH
BORROWER OR WITH ANY OTHER PARTY TO OR PERSON LIABLE ON ANY OF THE OBLIGATIONS,
OR INTERESTED THEREIN, FOR THE EXTENSION, RENEWAL, PAYMENT, COMPROMISE,
DISCHARGE OR RELEASE THEREOF, IN WHOLE OR IN PART, OR FOR ANY MODIFICATION OF
THE TERMS THEREOF OR OF ANY AGREEMENT BETWEEN LENDER AND BORROWER OR ANY SUCH
OTHER PARTY OR PERSON, OR MAKE ANY ELECTION OF RIGHTS LENDER MAY DEEM DESIRABLE
UNDER THE UNITED STATES BANKRUPTCY CODE, AS AMENDED, OR ANY OTHER FEDERAL OR
STATE BANKRUPTCY, REORGANIZATION, MORATORIUM OR INSOLVENCY LAW RELATING TO OR
AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY (ANY OF THE FOREGOING,
AN "INSOLVENCY LAW") WITHOUT IN ANY WAY IMPAIRING OR AFFECTING THIS GUARANTY.
SO LONG AS THE OBLIGATIONS ARE OUTSTANDING, THIS INSTRUMENT SHALL BE EFFECTIVE
REGARDLESS OF THE SUBSEQUENT INCORPORATION, MERGER OR CONSOLIDATION OF BORROWER,
OR ANY CHANGE IN THE COMPOSITION, NATURE, PERSONNEL OR LOCATION OF BORROWER AND
SHALL EXTEND TO ANY SUCCESSOR ENTITY TO BORROWER, INCLUDING A DEBTOR IN
POSSESSION OR THE LIKE UNDER ANY INSOLVENCY LAW.
2.
GUARANTY ABSOLUTE.
THE GUARANTOR
HEREBY GUARANTIES THAT THE OBLIGATIONS WILL BE PAID STRICTLY IN ACCORDANCE WITH
THE TERMS OF THE TERM NOTE AND/OR ANY OTHER DOCUMENT, INSTRUMENT OR AGREEMENT
CREATING OR EVIDENCING THE OBLIGATIONS, REGARDLESS OF ANY LAW, REGULATION OR
ORDER NOW OR HEREAFTER IN EFFECT IN ANY JURISDICTION AFFECTING ANY OF SUCH TERMS
OR THE RIGHTS OF BORROWER WITH RESPECT THERETO.
GUARANTOR HEREBY KNOWINGLY
ACCEPTS THE FULL RANGE OF RISK ENCOMPASSED WITHIN A CONTRACT OF "CONTINUING
GUARANTY" WHICH RISK INCLUDES THE POSSIBILITY THAT BORROWER WILL CONTRACT
ADDITIONAL INDEBTEDNESS FOR WHICH GUARANTOR MAY BE LIABLE HEREUNDER AFTER
BORROWER'S FINANCIAL CONDITION OR ABILITY TO PAY ITS LAWFUL DEBTS WHEN THEY
BECOME DUE HAS DETERIORATED, WHETHER OR NOT BORROWER HAS PROPERLY AUTHORIZED
INCURRING SUCH ADDITIONAL INDEBTEDNESS.
THE GUARANTOR ACKNOWLEDGES THAT NO ORAL
REPRESENTATIONS, INCLUDING ANY REPRESENTATIONS TO EXTEND CREDIT OR PROVIDE OTHER
FINANCIAL ACCOMMODATIONS TO BORROWER, HAVE BEEN MADE BY LENDER TO INDUCE THE
GUARANTOR TO ENTER INTO THIS GUARANTY.
THE LIABILITY OF THE GUARANTOR UNDER
THIS GUARANTY SHALL BE ABSOLUTE AND UNCONDITIONAL, IN ACCORDANCE WITH ITS TERMS,
AND, SO LONG AS THE OBLIGATIONS ARE OUTSTANDING, SHALL REMAIN IN FULL FORCE AND
EFFECT WITHOUT REGARD TO, AND SHALL NOT BE RELEASED, SUSPENDED, DISCHARGED,
TERMINATED OR OTHERWISE AFFECTED BY, ANY CIRCUMSTANCE OR OCCURRENCE WHATSOEVER,
INCLUDING, WITHOUT LIMITATION: (A) ANY WAIVER, INDULGENCE, RENEWAL, EXTENSION,
AMENDMENT OR MODIFICATION OF OR ADDITION, CONSENT OR SUPPLEMENT TO OR DELETION
FROM OR ANY OTHER ACTION OR INACTION UNDER OR IN RESPECT OF THE DOCUMENTS OR ANY
OTHER INSTRUMENTS OR AGREEMENTS RELATING TO THE OBLIGATIONS OR ANY ASSIGNMENT OR
TRANSFER OF ANY THEREOF, (B) ANY LACK OF VALIDITY OR ENFORCEABILITY OF THE TERM
NOTE OR OTHER DOCUMENTS, INSTRUMENTS OR AGREEMENTS RELATING TO THE OBLIGATIONS
OR ANY ASSIGNMENT OR TRANSFER OF ANY THEREOF, (C) ANY FURNISHING OF ANY
ADDITIONAL SECURITY TO LENDER OR