ASSIGNMENT FOR THE BENEFIT OF CREDITORS, REORGANIZATION, ARRANGEMENT,
COMPOSITION OR READJUSTMENT, OR THE COMMENCEMENT OF OTHER SIMILAR PROCEEDINGS
AFFECTING BORROWER OR GUARANTOR OR ANY OF THE ASSETS OF EITHER OF THEM,
INCLUDING, WITHOUT LIMITATION, (A) THE RELEASE OR DISCHARGE OF BORROWER FROM THE
PAYMENT AND PERFORMANCE OF ITS OBLIGATIONS UNDER ANY OF THE LOAN DOCUMENTS BY
OPERATION OF LAW, OR (B) THE IMPAIRMENT, LIMITATION OR MODIFICATION OF THE
LIABILITY OF BORROWER, ITS PARTNERS OR GUARANTOR IN BANKRUPTCY, OR OF ANY REMEDY
FOR THE ENFORCEMENT OF THE GUARANTOR'S OBLIGATION, UNDER ANY OF THE LOAN
DOCUMENTS, OR GUARANTOR'S LIABILITY UNDER THIS AGREEMENT, RESULTING FROM THE
OPERATION OF ANY PRESENT OR FUTURE PROVISIONS OF THE FEDERAL BANKRUPTCY CODE OR
OTHER PRESENT OR FUTURE FEDERAL, STATE OR APPLICABLE STATUTE OF LAW OR FROM THE
DECISION IN ANY COURT; OR
(J)
ANY CHANGE IN OR TERMINATION OF THE OWNERSHIP INTEREST OF
GUARANTOR IN BORROWER (WHETHER DIRECT OR INDIRECT); OR
(K)
ANY CONVEYANCE OF THE MORTGAGED PROPERTY, WHETHER OR NOT PURSUANT
TO A FORECLOSURE SALE, A DEED IN LIEU OF FORECLOSURE, A TRANSFER THROUGH
BANKRUPTCY, OR OTHERWISE.
7.
GUARANTOR ACKNOWLEDGES THAT THIS GUARANTY AND GUARANTOR'S
OBLIGATIONS ARE AND SHALL AT ALL TIMES CONTINUE TO BE ABSOLUTE, UNCONDITIONAL
AND IRREVOCABLE IN ALL RESPECTS, AND SHALL AT ALL TIMES BE VALID AND ENFORCEABLE
IRRESPECTIVE OF ANY OTHER AGREEMENT OR CIRCUMSTANCES OF ANY NATURE WHATSOEVER
THAT MIGHT OTHERWISE CONSTITUTE A DEFENSE TO THIS GUARANTY OR THE OBLIGATIONS OF
ANY OTHER PERSON OR PARTY (INCLUDING, WITHOUT LIMITATION, BORROWER OR ANY OTHER
GUARANTOR) RELATING TO THIS GUARANTY OR THE OBLIGATIONS OF GUARANTOR HEREUNDER.
8.
GUARANTOR AGREES THAT IF AT ANY TIME ALL OR ANY PART OF ANY
PAYMENT AT ANY TIME RECEIVED BY LENDER FROM BORROWER OR GUARANTOR UNDER OR WITH
RESPECT TO THIS AGREEMENT IS OR MUST BE RESCINDED OR RETURNED BY LENDER FOR ANY
REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THE INSOLVENCY, BANKRUPTCY OR
REORGANIZATION OF BORROWER OR GUARANTOR), THEN GUARANTOR'S OBLIGATIONS HEREUNDER
SHALL, TO THE EXTENT OF THE PAYMENT RESCINDED OR RETURNED, BE DEEMED TO HAVE
CONTINUED IN EXISTENCE NOTWITHSTANDING SUCH PREVIOUS RECEIPT BY LENDER, AND
GUARANTOR'S OBLIGATIONS HEREUNDER SHALL CONTINUE TO BE EFFECTIVE OR REINSTATED,
AS THE CASE MAY BE, AS TO SUCH PAYMENT, AS THOUGH SUCH PREVIOUS PAYMENT TO
LENDER HAD NEVER BEEN MADE.
9.
UNTIL REPAYMENT OF THE INDEBTEDNESS (AS SUCH TERM IS DEFINED IN
THE LOAN AGREEMENT) AND SATISFACTION OF ALL OF THE OBLIGATIONS UNDER THE LOAN
AGREEMENT, GUARANTORS AND EACH OF THEM (A) SHALL HAVE NO RIGHT OF SUBROGATION
AGAINST BORROWER, GENERAL PARTNER OF ANY BORROWER THAT IS A LIMITED PARTNERSHIP
OR ANY OTHER GUARANTOR BY REASON OF ANY PAYMENTS OR ACTS OF PERFORMANCE BY A
GUARANTOR IN COMPLIANCE WITH THE OBLIGATIONS OF A GUARANTOR HEREUNDER; (B) SHALL
HAVE NO RIGHT OF INDEMNITY, CONTRIBUTION, OR ANY OTHER RIGHT OR CAUSE OF ACTION
WHATSOEVER UNDER LAW OR EQUITY AGAINST ANY OTHER GUARANTOR BY REASON OF ANY
PAYMENTS OR ACTS OF PERFORMANCE BY A GUARANTOR IN COMPLIANCE WITH THE
OBLIGATIONS OF A GUARANTOR HEREUNDER; (C) HEREBY