THIS GUARANTY
IS IN ADDITION TO, AND NOT IN SUBSTITUTION FOR, SUCH SECURITY INTERESTS AND
COLLATERAL.
7.
ACTIONS OF BENEFICIARY.
THE
BENEFICIARY MAY, AT ANY TIME AND FROM TIME TO TIME, WITHOUT NOTICE TO OR CONSENT
OF THE GUARANTOR, WITHOUT INCURRING RESPONSIBILITY TO THE GUARANTOR AND WITHOUT
IMPAIRING OR RELEASING THE OBLIGATIONS OF THE GUARANTOR HEREUNDER, UPON OR
WITHOUT ANY TERMS OR CONDITIONS: (A) TAKE OR REFRAIN FROM TAKING ANY AND ALL
ACTIONS WITH RESPECT TO THE GUARANTEED OBLIGATIONS OR THE GUARANTEED AGREEMENTS
OR ANY PERSON THAT THE BENEFICIARY DETERMINES IN ITS SOLE DISCRETION TO BE
NECESSARY OR APPROPRIATE; (B) TAKE OR REFRAIN FROM TAKING ANY ACTION OF ANY KIND
IN RESPECT OF ANY SECURITY FOR ANY GUARANTEED OBLIGATION(S) OR LIABILITY OF THE
COUNTERPARTY TO THE BENEFICIARY; OR (C) COMPROMISE OR SUBORDINATE ANY GUARANTEED
OBLIGATION(S) OR LIABILITY OF THE COUNTERPARTY TO THE BENEFICIARY INCLUDING ANY
SECURITY THEREFOR.
8.
CONTINUING GUARANTEE.
THIS GUARANTY IS
A CONTINUING GUARANTY AND SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL ALL
GUARANTEED OBLIGATIONS HAVING BEEN FULLY AND IRREVOCABLY PERFORMED AND SATISFIED
IN FULL.
THIS GUARANTY SHALL CONTINUE TO BE EFFECTIVE, OR BE REINSTATED, AS THE
CASE MAY BE, IF AT ANY TIME PAYMENT, OR ANY PART THEREOF, OF ANY OF THE
GUARANTEED OBLIGATIONS BY GUARANTOR IS RESCINDED AND RETURNED BY BENEFICIARY TO
GUARANTOR UPON THE INSOLVENCY, BANKRUPTCY, DISSOLUTION, LIQUIDATION OR
REORGANIZATION OF COUNTERPARTY OR GUARANTOR, OR UPON OR AS A RESULT OF THE
APPOINTMENT OF A RECEIVER, INTERVENOR OR CONSERVATOR OF, OR TRUSTEE OR SIMILAR
OFFICER FOR, COUNTERPARTY, GUARANTOR OR ANY SUBSTANTIAL PART OF THEIR RESPECTIVE
PROPERTIES, OR OTHERWISE, ALL AS THOUGH SUCH PAYMENTS HAD NOT BEEN MADE.
GUARANTOR AGREES, UPON THE WRITTEN REQUEST OF BENEFICIARY, TO EXECUTE AND
DELIVER TO BENEFICIARY ANY ADDITIONAL INSTRUMENTS OR DOCUMENTS NECESSARY
OR ADVISABLE FROM TIME TO TIME, IN THE REASONABLE AND GOOD FAITH OPINION OF
BENEFICIARY, TO CAUSE THIS GUARANTY TO BE, BECOME OR REMAIN VALID AND EFFECTIVE
IN ACCORDANCE WITH ITS TERMS.
9.
AMENDMENTS; WAIVERS.
NEITHER THIS
INSTRUMENT NOR ANY TERMS HEREOF MAY BE CHANGED, WAIVED, DISCHARGED OR TERMINATED
ORALLY, BUT ONLY BY AN INSTRUMENT IN WRITING SIGNED BY BENEFICIARY AND
GUARANTOR.
NO DELAY OR FAILURE BY BENEFICIARY TO EXERCISE ANY REMEDY AGAINST
COUNTERPARTY OR GUARANTOR SHALL BE CONSTRUED AS A WAIVER OF THAT RIGHT OR
REMEDY.
NO FAILURE ON THE PART OF BENEFICIARY TO EXERCISE, AND NO DELAY IN
EXERCISING, ANY RIGHT HEREUNDER SHALL OPERATE AS A WAIVER THEREOF, NOR SHALL ANY
SINGLE OR PARTIAL EXERCISE OF ANY RIGHT HEREUNDER PRECLUDE ANY OTHER OR FURTHER
EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT.
THE REMEDIES HEREIN
PROVIDED ARE CUMULATIVE AND NOT EXCLUSIVE OF ANY REMEDIES PROVIDED BY ANY
APPLICABLE LAW.
NO COURSE OF DEALING BETWEEN THE GUARANTOR AND THE BENEFICIARY
SHALL OPERATE AS A WAIVER THEREOF.
NO NOTICE TO OR DEMAND ON THE GUARANTOR IN
ANY CASE SHALL ENTITLE THE GUARANTOR TO ANY OTHER OR FURTHER NOTICE OR DEMAND IN
SIMILAR OR OTHER CIRCUMSTANCES OR CONSTITUTE A WAIVER OF THE RIGHTS OF THE
BENEFICIARY