EVENT THAT ANY GUARANTOR SHOULD BREACH
OR FAIL TO TIMELY PERFORM ANY PROVISIONS OF THIS GUARANTY, GUARANTORS JOINTLY
AND SEVERALLY AGREE TO PAY TO LENDER AND SHALL PROMPTLY UPON WRITTEN DEMAND BY
LENDER, PAY LENDER ALL REASONABLE COSTS AND EXPENSES (INCLUDING COURT COSTS AND
ATTORNEYS' FEES) INCURRED BY LENDER IN THE ENFORCEMENT HEREOF OR THE
PRESERVATION OF LENDER'S RIGHTS HEREUNDER.
NOTWITHSTANDING THE FOREGOING, IN
THE EVENT THAT (A) LENDER EMPLOYS COUNSEL TO ENFORCE THE PROVISIONS OF THIS
GUARANTY AND (B) LENDER HAS SOLD OR TRANSFERRED ANY INTERESTS IN THE NOTE, THEN
GUARANTORS SHALL ONLY BE RESPONSIBLE FOR THE
6
ATTORNEY'S FEES AND EXPENSES OF THE COUNSEL OF ONLY ONE LENDER.
THE COVENANT
CONTAINED IN THIS SECTION 1.8 SHALL SURVIVE THE PAYMENT AND PERFORMANCE OF THE
GUARANTEED OBLIGATIONS.
1.9
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 ANY GUARANTOR BY LENDER SHALL BE WITHOUT
EFFECT, AND THIS GUARANTY SHALL REMAIN IN FULL FORCE AND EFFECT.
IT IS THE
INTENTION OF EACH BORROWER AND EACH GUARANTOR THAT NONE OF GUARANTORS'
OBLIGATIONS HEREUNDER SHALL BE DISCHARGED EXCEPT BY GUARANTORS' PERFORMANCE OF
SUCH OBLIGATIONS AND THEN ONLY TO THE EXTENT OF SUCH PERFORMANCE.
1.10
WAIVER OF SUBROGATION, REIMBURSEMENT AND CONTRIBUTION.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS GUARANTY, AS LONG AS
THE DEBT REMAINS OUTSTANDING AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH
GUARANTOR HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES, RELEASES AND ABROGATES
ANY AND ALL RIGHTS SUCH GUARANTOR MAY NOW OR HEREAFTER HAVE UNDER ANY AGREEMENT,
AT LAW OR IN EQUITY (INCLUDING, WITHOUT LIMITATION, ANY LAW SUBROGATING SUCH
GUARANTOR TO THE RIGHTS OF LENDER), TO ASSERT ANY CLAIM AGAINST OR SEEK
CONTRIBUTION, INDEMNIFICATION OR ANY OTHER FORM OF REIMBURSEMENT FROM ANY
BORROWER OR ANY OTHER PARTY LIABLE FOR PAYMENT OF ANY OR ALL OF THE GUARANTEED
OBLIGATIONS FOR ANY PAYMENT MADE BY ANY GUARANTOR UNDER OR IN CONNECTION WITH
THIS GUARANTY OR OTHERWISE.
1.11
BORROWER.
THE TERM "BORROWER" AS USED HEREIN SHALL INCLUDE ANY NEW
OR SUCCESSOR CORPORATION, ASSOCIATION, PARTNERSHIP (GENERAL OR LIMITED), LIMITED
LIABILITY COMPANY, JOINT VENTURE, TRUST OR OTHER INDIVIDUAL OR ORGANIZATION
FORMED AS A RESULT OF ANY MERGER, REORGANIZATION, SALE, TRANSFER, DEVISE, GIFT
OR BEQUEST OF ANY BORROWER OR ANY INTEREST IN ANY BORROWER.
ARTICLE 2
EVENTS AND CIRCUMSTANCES NOT REDUCING OR DISCHARGING GUARANTORS' OBLIGATIONS
Each Guarantor hereby consents and agrees to each of the following, and agrees
that such Guarantor's obligations under this Guaranty shall not be released,
diminished, impaired, reduced or adversely affected by any of the following,
and, to the extent permitted by applicable law,
waives any common law,
equitable, statutory or other rights (including, without limitation, rights to
notice) which such Guarantor might otherwise have as a result of