GUARANTOR) BORROWER, OR OBLIGORS, AS BANK
MAY ELECT.
GUARANTOR AGREES THAT IT SHALL NOT BE NECESSARY FOR BANK, IN ORDER
TO ENFORCE SUCH PAYMENT BY GUARANTOR, FIRST TO INSTITUTE SUIT OR EXHAUST ITS
REMEDIES AGAINST BORROWER OR OTHERS LIABLE ON SUCH OBLIGATIONS, OR TO ENFORCE
ANY RIGHTS AGAINST ANY COLLATERAL WHICH SHALL EVER HAVE BEEN GIVEN TO SECURE
SUCH OBLIGATIONS.
ALL PAYMENTS OF GUARANTOR PURSUANT TO THIS GUARANTY MAY BE
APPLIED TO THE OBLIGATIONS SECURED HEREBY AS BANK MAY ELECT. GUARANTOR HEREBY
WAIVES DEFENSES BASED ON, AND AGREES NOT TO ASSERT DEFENSES BASED, IN WHOLE OR
IN PART, ON (A) ALLEGATIONS CONCERNING PROMPTNESS, DILIGENCE, NOTICE OF DEFAULT,
NOTICE OF INTENT TO ACCELERATE, NOTICE OF ACCELERATION, NOTICE OF THE INCURRING
BY BORROWER OF ADDITIONAL INDEBTEDNESS, AND PLEAS OF PRESENTMENT, DEMAND,
DISHONOR AND PROTEST, INCLUDING, WITHOUT LIMITATION, NOTICE OF ACCEPTANCE OF
THIS GUARANTY; (B) ANY REQUIREMENT THAT BANK PROCEED AGAINST BORROWER OR ANY
OTHER PERSON OR ENTITY OR TO PROCEED AGAINST OR EXHAUST ANY COLLATERAL OR
SECURITY HELD BY IT AT ANY TIME OR TO PURSUE ANY OTHER REMEDY IN ITS POWER
BEFORE PROCEEDING AGAINST GUARANTOR; (C) THE INCAPACITY, LACK OF AUTHORITY,
DEATH OR DISABILITY OF, OR REVOCATION HEREOF BY ANY OTHER OBLIGOR; (D) THE
EXISTENCE, CREATION OR INCURRING OF ANY NEW OR ADDITIONAL INDEBTEDNESS OR
OBLIGATION OR OF ANY ACTION OR NON-ACTION ON THE PART OF ANY OTHER PERSON OR
ENTITY WHOMSOEVER, IN CONNECTION WITH ANY OBLIGATION HEREBY GUARANTEED; (E)
ELECTION OF REMEDIES BY BANK, INCLUDING WITHOUT LIMITATION AN ELECTION TO
PROCEED WITH FORECLOSURE WHICH MAY DESTROY OR OTHERWISE IMPAIR THE SUBROGATION
RIGHTS OF THE UNDERSIGNED OR THE RIGHT OF THE UNDERSIGNED TO PROCEED AGAINST
BORROWER FOR REIMBURSEMENT, OR BOTH; (F) BANK'S FAILURE TO OBTAIN AND PERFECT OR
TO MAINTAIN THE PERFECTION OR PRIORITY OF ANY PART OF ITS SECURITY INTEREST, OR
LIEN IN AND TO THE COLLATERAL SECURING THE INDEBTEDNESS OF BORROWER TO BANK; (G)
ANY DUTY ON THE PART OF BANK TO DISCLOSE TO THE UNDERSIGNED ANY FACTS IT MAY NOW
OR HEREAFTER KNOW ABOUT BORROWER AND/OR THE SECURITY OR PROPERTY PLEDGED AS
COLLATERAL FOR THE OBLIGATIONS; (H) ANY RIGHT OR CLAIM OF RIGHT TO CAUSE A
MARSHALING OF BORROWER'S ASSETS OR TO REQUIRE BANK TO PROCEED AGAINST GUARANTOR
IN ANY PARTICULAR ORDER; AND (I) BANK'S COURSE OF DEALING WITH BORROWER OR ANY
OTHER OBLIGOR THAT MAY BE AT ODDS WITH THE CONTRACTUAL TERMS OF THE INSTRUMENTS
EVIDENCING THE OBLIGATIONS, IF SUCH COURSE OF DEALING WAS MORE FAVORABLE TO
BORROWER OR ANY OTHER OBLIGOR AT THE TIME SUCH COURSE OF DEALING OCCURRED.
ANY
ACTION TAKEN BY BANK PURSUANT TO THE PROVISIONS HEREIN CONTAINED OR CONTAINED IN
THE OBLIGATIONS SHALL NOT RELEASE THE PARTY OR PARTIES TO THIS GUARANTY UNTIL
ALL OF THE OBLIGATIONS OF BORROWER TO BANK ARE PAID AND PERFORMED IN FULL AND NO
FURTHER DISBURSEMENTS REMAIN AVAILABLE TO BORROWER FROM BANK.
NO DELAY, ACT OR
OMISSION ON THE PART OF BANK WITH RESPECT TO ANY RIGHT, POWER OR PRIVILEGE
CONSTITUTING THE OBLIGATIONS OR THE INSTRUMENTS SECURING THE