ANY LOANS OR ADVANCES MADE BY LENDER
TO BORROWER, (II) ACCEPTANCE OF THIS GUARANTY, (III) ANY AMENDMENT OR EXTENSION
OF THE NOTE, THE SECURITY INSTRUMENT, THE LOAN AGREEMENT OR OF ANY OTHER LOAN
DOCUMENTS, (IV) THE EXECUTION AND DELIVERY BY BORROWER AND LENDER OF ANY OTHER
LOAN OR CREDIT AGREEMENT OR OF BORROWER'S EXECUTION AND DELIVERY OF ANY
PROMISSORY NOTES OR OTHER DOCUMENTS ARISING UNDER THE LOAN DOCUMENTS OR IN
CONNECTION WITH THE PROPERTY, (V) THE OCCURRENCE OF ANY BREACH BY BORROWER OR AN
EVENT OF DEFAULT, (VI) LENDER'S TRANSFER OR DISPOSITION OF THE GUARANTEED
OBLIGATIONS, OR ANY PART THEREOF, (VII) SALE OR FORECLOSURE (OR POSTING OR
ADVERTISING FOR SALE OR FORECLOSURE) OF ANY COLLATERAL FOR THE GUARANTEED
OBLIGATIONS, (VIII) PROTEST, PROOF OF NON-PAYMENT OR DEFAULT BY BORROWER, OR
(IX) ANY OTHER ACTION AT ANY TIME TAKEN OR OMITTED BY LENDER, AND, GENERALLY,
ALL DEMANDS AND NOTICES OF EVERY KIND IN CONNECTION WITH THIS GUARANTY, THE LOAN
DOCUMENTS, ANY DOCUMENTS OR AGREEMENTS EVIDENCING, SECURING OR RELATING TO ANY
OF THE GUARANTEED OBLIGATIONS AND THE OBLIGATIONS HEREBY GUARANTEED.
SECTION 1.08
PAYMENT OF EXPENSES.
IN THE EVENT THAT GUARANTOR SHOULD
BREACH OR FAIL TO TIMELY PERFORM ANY PROVISIONS OF THIS GUARANTY, GUARANTOR
SHALL, IMMEDIATELY UPON DEMAND BY LENDER, PAY LENDER ALL COSTS AND EXPENSES
(INCLUDING COURT COSTS AND ATTORNEYS' FEES) INCURRED BY LENDER IN THE
ENFORCEMENT HEREOF OR THE PRESERVATION OF LENDER'S RIGHTS HEREUNDER.
THE
COVENANT CONTAINED IN THIS SECTION SHALL SURVIVE THE PAYMENT AND PERFORMANCE OF
THE GUARANTEED OBLIGATIONS.
SECTION 1.09
EFFECT OF BANKRUPTCY.
IN THE EVENT THAT, PURSUANT TO ANY
INSOLVENCY, BANKRUPTCY, REORGANIZATION, RECEIVERSHIP OR OTHER DEBTOR RELIEF LAW,
OR ANY JUDGMENT, ORDER OR DECISION THEREUNDER, LENDER MUST RESCIND OR RESTORE
ANY PAYMENT, OR ANY PART THEREOF, RECEIVED BY LENDER IN SATISFACTION OF THE
GUARANTEED OBLIGATIONS, AS SET FORTH HEREIN, ANY PRIOR RELEASE OR DISCHARGE FROM
THE TERMS OF THIS GUARANTY GIVEN TO GUARANTOR BY LENDER SHALL BE WITHOUT EFFECT,
AND THIS GUARANTY SHALL REMAIN IN FULL FORCE AND EFFECT. IT IS THE INTENTION OF
BORROWER AND GUARANTOR THAT GUARANTOR'S OBLIGATIONS HEREUNDER SHALL NOT BE
DISCHARGED EXCEPT BY GUARANTOR'S PERFORMANCE OF SUCH OBLIGATIONS AND THEN ONLY
TO THE EXTENT OF SUCH PERFORMANCE.
4
SECTION 1.10
WAIVER OF SUBROGATION, REIMBURSEMENT AND CONTRIBUTION.
GUARANTOR HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES, RELEASES AND ABROGATES
ANY AND ALL RIGHTS IT MAY NOW OR HEREAFTER HAVE UNDER ANY AGREEMENT, AT LAW OR
IN EQUITY (INCLUDING, WITHOUT LIMITATION, ANY LAW SUBROGATING THE GUARANTOR TO
THE RIGHTS OF LENDER), TO ASSERT ANY CLAIM AGAINST OR SEEK CONTRIBUTION,
INDEMNIFICATION OR ANY OTHER FORM OF REIMBURSEMENT FROM BORROWER OR ANY OTHER
PARTY LIABLE FOR PAYMENT OF ANY OR ALL OF THE GUARANTEED OBLIGATIONS FOR ANY
PAYMENT MADE BY GUARANTOR UNDER OR IN CONNECTION WITH THIS GUARANTY OR
OTHERWISE; PROVIDED, HOWEVER, THAT NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, GUARANTOR SHALL HAVE AND BE ENTITLED TO (A) ALL RIGHTS OF
SUBROGATION OTHERWISE PROVIDED BY APPLICABLE LAW IN RESPECT OF ANY PAYMENT IT
MAY MAKE OR BE OBLIGATED TO MAKE UNDER