INSOLVENCY
PROCEEDINGS OR FOR REORGANIZATION, DISSOLUTION OR LIQUIDATION, OR FOR
APPOINTMENT OF A RECEIVER OR TRUSTEE, OR IF BORROWER OR GUARANTOR MAKES AN
ASSIGNMENT FOR THE BENEFIT OF CREDITORS.
THIS GUARANTY SHALL REMAIN IN FULL
FORCE AND EFFECT, WITHOUT ABATEMENT, UNTIL THE OBLIGATIONS HAVE BEEN PAID OR
PERFORMED IN FULL AND ALL OTHER OBLIGATIONS GUARANTEED HEREUNDER HAVE BEEN
PERFORMED TO THE SATISFACTION OF LENDER, IT BEING EXPRESSLY UNDERSTOOD AND
AGREED TO BY GUARANTOR THAT THIS GUARANTY SHALL CONTINUE TO BE EFFECTIVE OR
SHALL BE REINSTATED, AS THE CASE MAY BE, IF AT ANY TIME PAYMENT, IN WHOLE OR IN
PART, OF ANY OF THE OBLIGATIONS IS RESCINDED, INVALIDATED, DECLARED TO BE
FRAUDULENT OR PREFERENTIAL, SET ASIDE OR MUST OTHERWISE BE RESTORED OR RETURNED
BY LENDER UPON THE INSOLVENCY, BANKRUPTCY, DISSOLUTION, LIQUIDATION OR
REORGANIZATION OF BORROWER ALL AS THOUGH SUCH PAYMENT HAD NOT BEEN MADE, TO
BORROWER OR A TRUSTEE, RECEIVER OR ANY OTHER PARTY.
GUARANTOR UNDERSTANDS AND
AGREES THAT IN THE EVENT LENDER IS REQUIRED TO SO RETURN ALL OR ANY PORTION OF A
PAYMENT RECEIVED FROM BORROWER, GUARANTOR SHALL BE REQUIRED TO PAY LENDER FOR
SUCH AMOUNT.
12.
UNENFORCEABILITY OF OBLIGATIONS AGAINST
BORROWER.
IF FOR ANY REASON BORROWER HAS NO LEGAL EXISTENCE OR IS UNDER NO
LEGAL OBLIGATION TO DISCHARGE ANY OF THE OBLIGATIONS, OR IF ANY OF THE
OBLIGATIONS HAVE BECOME IRRECOVERABLE FROM BORROWER BY OPERATION OF LAW OR FOR
ANY OTHER REASON, THIS GUARANTY SHALL NEVERTHELESS BE BINDING ON GUARANTOR TO
THE SAME EXTENT AS IF GUARANTOR AT ALL TIMES HAD BEEN THE PRINCIPAL OBLIGOR ON
ALL SUCH OBLIGATIONS.
IN THE EVENT THAT ACCELERATION OF THE TIME FOR PAYMENT OF
THE OBLIGATIONS IS STAYED UPON THE INSOLVENCY, BANKRUPTCY OR REORGANIZATION OF
BORROWER OR FOR ANY OTHER REASON, ALL SUCH AMOUNTS OTHERWISE SUBJECT TO
ACCELERATION UNDER THE TERMS OF ANY DOCUMENT, AGREEMENT OR OTHER INSTRUMENT
4
EVIDENCING, SECURING OR OTHERWISE EXECUTED IN CONNECTION WITH ANY OF THE
OBLIGATIONS SHALL BE IMMEDIATELY DUE AND PAYABLE BY GUARANTOR.
13.
WAIVER OF SUBROGATION/SUBORDINATION.
GUARANTOR HEREBY WAIVES TO THE FULLEST EXTENT POSSIBLE AGAINST ANY OF THE
PRIMARY OBLIGORS AND THEIR ASSETS (I) ANY RIGHT OF SUBROGATION, INDEMNITY,
REIMBURSEMENT, RIGHT TO ENFORCE ANY REMEDY WHICH LENDER NOW HAS OR MAY HEREAFTER
HAVE AGAINST BORROWER, ANY ENDORSER OR ANY GUARANTOR OF ALL OR ANY PART OF ANY
BENEFIT OF, AND ANY RIGHT TO PARTICIPATE IN, ANY SECURITY OR COLLATERAL GIVEN TO
LENDER TO SECURE THE PAYMENT OR PERFORMANCE OF ALL OR ANY PART OF THE
OBLIGATIONS OR ANY OTHER LIABILITY OF TO LENDER UNTIL ALL AMOUNTS OWING TO
LENDER BY BORROWER ON ACCOUNT OF THE OBLIGATIONS ARE INDEFEASIBLY PAID IN FULL
AND LENDER'S OBLIGATION TO EXTEND CREDIT PURSUANT TO THE LOAN DOCUMENTS HAS BEEN
IRREVOCABLY TERMINATED.
GUARANTOR AND LENDER INTEND THE PRECEDING WAIVERS TO BE
FOR THE BENEFIT OF BORROWER AND THEIR PERMITTED SUCCESSORS AND ASSIGNS AS AN
ABSOLUTE DEFENSE AGAINST BORROWER OR THEIR ASSETS THAT ARISES OUT OF GUARANTOR
HAVING MADE ANY PAYMENT TO LENDER WITH RESPECT TO THE OBLIGATIONS.
THE
GUARANTOR