MIGHT OTHERWISE LIMIT RECOURSE
AGAINST A GUARANTOR BY LENDER OR CONSTITUTE A LEGAL OR EQUITABLE DISCHARGE OR
DEFENSE OF A GUARANTOR OR SURETY.
LENDER MAY ENFORCE THE OBLIGATIONS OF
GUARANTOR UNDER THIS GUARANTY BY A PROCEEDING AT LAW, IN EQUITY OR OTHERWISE,
INDEPENDENT OF ANY LOAN FORECLOSURE OR SIMILAR PROCEEDING OR ANY DEFICIENCY
ACTION AGAINST BORROWER OR ANY OTHER PERSON AT ANY TIME, EITHER BEFORE OR AFTER
AN ACTION AGAINST THE COLLATERAL OR ANY PART THEREOF, BORROWER OR ANY OTHER
PERSON.
THIS GUARANTY IS A GUARANTY OF PAYMENT AND PERFORMANCE AND NOT MERELY A
GUARANTY OF COLLECTION.
GUARANTOR WAIVES DILIGENCE, NOTICE OF ACCEPTANCE OF
THIS GUARANTY, FILING OF CLAIMS WITH ANY COURT, ANY PROCEEDING TO ENFORCE ANY
PROVISION OF ANY OTHER LOAN DOCUMENT, AGAINST GUARANTOR, BORROWER OR ANY OTHER
PERSON, ANY RIGHT TO REQUIRE A PROCEEDING FIRST AGAINST BORROWER OR ANY OTHER
PERSON, OR TO EXHAUST ANY SECURITY (INCLUDING, WITHOUT LIMITATION, THE
COLLATERAL) FOR THE PERFORMANCE OF THE GUARANTEED OBLIGATIONS OR ANY OTHER
OBLIGATIONS OF BORROWER OR ANY OTHER PERSON, OR ANY PROTEST, PRESENTMENT, NOTICE
OF DEFAULT OR OTHER NOTICE OR DEMAND WHATSOEVER (EXCEPT TO THE EXTENT EXPRESSLY
PROVIDED TO THE CONTRARY IN THIS GUARANTY).
(B)
THE OBLIGATIONS OF GUARANTOR UNDER THIS
GUARANTY, AND THE RIGHTS OF LENDER TO ENFORCE THE SAME BY PROCEEDINGS, WHETHER
BY ACTION AT LAW, SUIT IN EQUITY OR OTHERWISE, SHALL NOT BE IN ANY WAY AFFECTED
BY ANY OF THE FOLLOWING:
(I)
ANY INSOLVENCY, BANKRUPTCY, LIQUIDATION,
REORGANIZATION, READJUSTMENT, COMPOSITION, DISSOLUTION, RECEIVERSHIP,
CONSERVATORSHIP, WINDING UP OR OTHER SIMILAR PROCEEDING INVOLVING OR AFFECTING
BORROWER, THE COLLATERAL OR ANY PART THEREOF, A GUARANTOR OR ANY OTHER PERSON;
(II)
ANY FAILURE BY LENDER OR ANY OTHER PERSON,
WHETHER OR NOT WITHOUT FAULT ON ITS PART, TO PERFORM OR COMPLY WITH ANY OF THE
TERMS OF THE LOAN AGREEMENT, OR ANY OTHER LOAN DOCUMENTS, OR ANY DOCUMENT OR
INSTRUMENT RELATING THERETO;
(III)
THE SALE, TRANSFER OR CONVEYANCE OF THE
COLLATERAL OR ANY INTEREST THEREIN TO ANY PERSON, WHETHER NOW OR HEREAFTER
HAVING OR ACQUIRING AN INTEREST IN THE COLLATERAL OR ANY INTEREST THEREIN AND
WHETHER OR NOT PURSUANT TO ANY FORECLOSURE, TRUSTEE SALE OR SIMILAR PROCEEDING
AGAINST BORROWER OR THE COLLATERAL OR ANY INTEREST THEREIN;
(IV)
THE CONVEYANCE TO LENDER, ANY AFFILIATE OF
LENDER OR LENDER'S NOMINEE OF THE COLLATERAL OR ANY INTEREST THEREIN;
(V)
THE RELEASE OF BORROWER OR ANY OTHER PERSON
FROM THE PERFORMANCE OR OBSERVANCE OF ANY OF THE AGREEMENTS, COVENANTS, TERMS OR
CONDITIONS CONTAINED IN ANY OF THE LOAN DOCUMENTS BY OPERATION OF LAW OR
OTHERWISE; OR
(VI)
THE RELEASE IN WHOLE OR IN PART OF ANY
COLLATERAL FOR ANY OR ALL GUARANTEED OBLIGATIONS OR FOR THE LOAN OR ANY PORTION
THEREOF.
(C)
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED
IN THIS GUARANTY, GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES ALL DEFENSES
IN AN ACTION BROUGHT BY LENDER
4
TO ENFORCE THIS GUARANTY BASED ON CLAIMS OF WAIVER, RELEASE, SURRENDER,
ALTERATION OR COMPROMISE AND ALL SETOFFS, REDUCTIONS, OR IMPAIRMENTS, WHETHER
ARISING HEREUNDER OR OTHERWISE.
(D)
LENDER MAY DEAL