GUARANTY.
THIS
GUARANTY IS EXCLUSIVE OF AND IN ADDITION TO ANY OTHER ENDORSEMENTS, GUARANTIES,
OR OBLIGATIONS WITH RESPECT TO BORROWER THAT ARE SEPARATE AND APART FROM THIS
INSTRUMENT, WHETHER SIGNED BY GUARANTOR OR BY ANY OTHER OBLIGOR.
THIS GUARANTY
SHALL NOT BE AFFECTED OR LIMITED BY THE AMOUNT OF ANY OTHER SUCH ENDORSEMENTS,
GUARANTIES, OR OBLIGATIONS WITH RESPECT TO BORROWER.
TO THE EXTENT PERMITTED BY
LAW, GUARANTOR'S OBLIGATIONS UNDER THIS GUARANTY SHALL CONTINUE NOTWITHSTANDING
ANY SETOFF, COUNTERCLAIM, REDUCTION, OR DIMINUTION OF THE OBLIGATIONS OR ANY
DEFENSE OF ANY KIND OR NATURE (OTHER THAN PERFORMANCE BY GUARANTOR OF ITS
OBLIGATIONS HEREUNDER) THAT BORROWER MAY HAVE OR ASSERT AGAINST BANK.
8.
ACTIONS BY BANK WITH RESPECT TO OBLIGATIONS.
WITHOUT
RELEASING OR AFFECTING GUARANTOR'S OBLIGATIONS HEREUNDER, BANK MAY, ONE OR MORE
TIMES, IN ITS SOLE DISCRETION, WITHOUT NOTICE TO OR THE CONSENT OF GUARANTOR OR
ANY OTHER THIRD PARTY OBLIGOR, TAKE ANY ONE OR MORE OF THE FOLLOWING ACTIONS:
(A) RELEASE, RENEW OR MODIFY THE OBLIGATIONS OF BORROWER OR ANY OTHER OBLIGOR;
(B) RELEASE, EXCHANGE, MODIFY, SUBSTITUTE, OR SURRENDER IN WHOLE OR IN PART
BANK'S RIGHTS WITH RESPECT TO ANY COLLATERAL FOR THE OBLIGATIONS; (C) WITH THE
CONSENT OF BORROWER MODIFY OR ALTER THE TERM, INTEREST RATE OR DUE DATE OF ANY
PAYMENT OF ANY OF THE OBLIGATIONS; (D) GRANT ANY POSTPONEMENTS, COMPROMISES,
INDULGENCES, WAIVERS, SURRENDERS OR DISCHARGES OR MODIFY THE TERMS OF ITS
AGREEMENTS WITH GUARANTOR, BORROWER OR ANY OTHER OBLIGOR; (E) CHANGE ITS MANNER
OF DOING BUSINESS WITH GUARANTOR, BORROWER OR ANY OTHER PARTY; (F) IMPUTE
PAYMENTS OR PROCEEDS OF ANY COLLATERAL FURNISHED FOR ANY OF THE OBLIGATIONS, IN
WHOLE OR IN PART, TO ANY OF THE OBLIGATIONS, OR RETAIN THE PAYMENTS OR PROCEEDS
AS COLLATERAL FOR THE OBLIGATIONS WITHOUT APPLYING SAME TOWARD PAYMENT OF THE
OBLIGATIONS; OR (G) MAKE LOANS TO BORROWER IN EXCESS OF THE PRESENT AMOUNT OF
THE OBLIGATIONS, AND GUARANTOR HEREBY EXPRESSLY WAIVES ANY DEFENSES ARISING FROM
ANY SUCH ACTIONS.
GUARANTOR FURTHER CONSENTS AND AGREES THAT GUARANTOR'S
OBLIGATIONS HEREUNDER WILL NOT BE RELEASED, IMPAIRED OR REDUCED BY THE
INVALIDITY, DEFICIENCY, ILLEGALITY OR UNENFORCEABILITY OF ALL OR ANY PART OF THE
OBLIGATIONS OR ANY DOCUMENT OR AGREEMENT EXECUTED IN CONNECTION WITH THE
OBLIGATIONS FOR ANY REASON
WHATSOEVER OR THE FAILURE OF BANK OR ANY OTHER PARTY
TO EXERCISE DILIGENCE OR REASONABLE CARE IN THE
PRESERVATION, ENFORCEMENT, SALE
OR OTHER HANDLING OR TREATMENT OF ALL OR ANY PART OF THE COLLATERAL.
THE
RELEASE OF LIABILITY OF ANY PERSON SHALL NOT AFFECT THE LIABILITY HEREUNDER OF
ANY PERSON WHO IS NOT SPECIFICALLY RELEASED.
9.
DEFAULT; REMEDIES; WAIVERS.
FOR THE AVOIDANCE OF CONFUSION,
A DEFAULT OR BREACH BY GUARANTOR UNDER ANY COVENANT, REQUIREMENT OR PROVISION IN
THIS GUARANTY SHALL ALSO CONSTITUTE A DEFAULT UNDER THE DOCUMENTS AND
INSTRUMENTS EVIDENCING THE OBLIGATIONS.
THE LIABILITY OF GUARANTOR SHALL BE
PRIMARY AND SEPARATE AND INDEPENDENT OF THE OBLIGATIONS OF BORROWER OR ANY OTHER
OBLIGOR, AND SEPARATE OR JOINT ACTIONS MAY BE INSTITUTED BY BANK AGAINST ANY ONE
OR ALL OF THE "GUARANTORS" (INCLUDING