OR TO TAKE ANY ACTION AGAINST ANY BORROWER, ANY OF
ITS SUBSIDIARIES, ANY OTHER GUARANTOR OR ANY OTHER PERSON BEFORE ENFORCING THIS
GUARANTY AGAINST GUARANTOR.
GUARANTOR HEREBY WAIVES ALL RIGHTS BY WHICH IT
MIGHT BE ENTITLED TO REQUIRE SUIT ON AN ACCRUED RIGHT OF ACTION IN RESPECT OF
ANY OF THE GUARANTEED OBLIGATION OR REQUIRE SUIT AGAINST ANY BORROWER OR OTHERS,
WHETHER ARISING PURSUANT TO SECTION 34.02 OF THE TEXAS BUSINESS AND COMMERCE
CODE, AS AMENDED
5
(REGARDING GUARANTOR'S RIGHT TO REQUIRE A LENDER TO SUE A BORROWER ON ACCRUED
RIGHT OF ACTION FOLLOWING A GUARANTOR'S WRITTEN NOTICE TO A LENDER),
SECTION 17.001 OF THE TEXAS CIVIL PRACTICE AND REMEDIES CODE, AS AMENDED
(ALLOWING SUIT AGAINST A GUARANTOR WITHOUT SUIT AGAINST A BORROWER, BUT
PRECLUDING ENTRY OF JUDGMENT AGAINST A GUARANTOR PRIOR TO ENTRY OF JUDGMENT
AGAINST A BORROWER), RULE 31 OF THE TEXAS RULES OF CIVIL PROCEDURE, AS AMENDED
(REQUIRING A LENDER TO JOIN A BORROWER IN ANY SUIT AGAINST A GUARANTOR UNLESS
JUDGMENT HAS BEEN PREVIOUSLY ENTERED AGAINST A BORROWER), OR OTHERWISE.
(C)
GUARANTOR WAIVES NOTICE OF ACCEPTANCE OF
THIS GUARANTY, NOTICE OF ANY LOAN TO WHICH IT MAY APPLY, AND WAIVES PRESENTMENT,
DEMAND FOR PAYMENT, PROTEST, NOTICE OF DISHONOR OR NONPAYMENT OF ANY LOAN,
NOTICE OF INTENT TO ACCELERATE, NOTICE OF ACCELERATION, AND NOTICE OF ANY SUIT
OR NOTICE OF THE TAKING OF OTHER ACTION BY THE LENDER AGAINST BORROWERS,
GUARANTOR OR ANY OTHER PERSON AND ANY NOTICE TO ANY PARTY LIABLE THEREON
(INCLUDING GUARANTOR).
10.
STAY OF ACCELERATION.
IN THE EVENT THAT
ACCELERATION OF THE TIME FOR PAYMENT OF THE GUARANTEED OBLIGATION IS STAYED UPON
THE INSOLVENCY, BANKRUPTCY OR REORGANIZATION OF ANY BORROWER OR ANY OTHER
PERSON, OR OTHERWISE, ALL SUCH AMOUNTS SHALL NONETHELESS BE PAYABLE BY GUARANTOR
IMMEDIATELY UPON DEMAND BY LENDER.
11.
EXPENSES.
GUARANTOR SHALL PAY ON DEMAND ALL
REASONABLE OUT-OF-POCKET EXPENSES (INCLUDING ATTORNEYS COSTS) IN ANY WAY
RELATING TO THE ENFORCEMENT OR PROTECTION OF LENDER'S AND THE LENDER'S RIGHTS
UNDER THIS GUARANTY, INCLUDING ANY INCURRED IN THE PRESERVATION, PROTECTION OR
ENFORCEMENT OF ANY RIGHTS OF THE LENDER IN ANY CASE COMMENCED BY OR AGAINST
GUARANTOR UNDER TITLE 11, UNITED STATES CODE OR ANY SIMILAR OR SUCCESSOR
STATUTE.
THE OBLIGATIONS OF GUARANTOR UNDER THE PRECEDING SENTENCE SHALL
SURVIVE TERMINATION OF THIS GUARANTY.
12.
AMENDMENTS.
NO PROVISION OF THIS GUARANTY
MAY BE WAIVED, AMENDED, SUPPLEMENTED OR MODIFIED, EXCEPT BY A WRITTEN INSTRUMENT
EXECUTED BY LENDER AND GUARANTOR.
13.
RELIANCE AND DUTY TO REMAIN INFORMED.
GUARANTOR CONFIRMS THAT IT HAS EXECUTED AND DELIVERED THIS GUARANTY AFTER
REVIEWING THE TERMS AND CONDITIONS OF THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS AND SUCH OTHER INFORMATION AS IT HAS DEEMED APPROPRIATE IN ORDER TO
MAKE ITS OWN CREDIT ANALYSIS AND DECISION TO EXECUTE AND DELIVER THIS GUARANTY.
GUARANTOR CONFIRMS THAT IT HAS MADE ITS OWN INDEPENDENT INVESTIGATION WITH
RESPECT TO BORROWERS' CREDITWORTHINESS AND IS NOT EXECUTING AND DELIVERING THIS
GUARANTY IN RELIANCE ON ANY REPRESENTATION OR WARRANTY BY THE LENDER AS TO SUCH
CREDITWORTHINESS.
GUARANTOR EXPRESSLY ASSUMES