APPLICABLE LAW, AND SHALL BE ENTITLED TO REQUIRE AND ENFORCE THE PERFORMANCE OF
ALL ACTS AND THINGS REQUIRED TO BE PERFORMED HEREUNDER BY GUARANTOR.
EACH AND
EVERY REMEDY OF LENDER SHALL, TO THE EXTENT PERMITTED BY LAW, BE CUMULATIVE AND
SHALL BE IN ADDITION TO ANY OTHER REMEDY GIVEN HEREUNDER OR NOW OR HEREAFTER
EXISTING AT LAW OR IN EQUITY.
(G)
NO WAIVER SHALL BE DEEMED TO HAVE BEEN MADE BY
LENDER OF ANY RIGHTS HEREUNDER UNLESS THE SAME SHALL BE IN WRITING AND SIGNED BY
LENDER, AND ANY SUCH WAIVER SHALL BE A WAIVER ONLY WITH RESPECT TO THE SPECIFIC
MATTER INVOLVED AND SHALL IN NO WAY IMPAIR THE RIGHTS OF LENDER OR THE
OBLIGATIONS OF GUARANTOR TO LENDER IN ANY OTHER RESPECT OR AT ANY OTHER TIME.
(H)
AT THE OPTION OF LENDER, GUARANTOR MAY BE JOINED
IN ANY ACTION OR PROCEEDING COMMENCED BY LENDER AGAINST BORROWER IN CONNECTION
WITH OR BASED UPON EITHER THE NOTE OR THE FEE LETTER AND RECOVERY MAY BE HAD
AGAINST GUARANTOR IN SUCH ACTION OR PROCEEDING OR IN ANY INDEPENDENT ACTION OR
PROCEEDING AGAINST GUARANTOR TO THE EXTENT OF GUARANTOR'S LIABILITY HEREUNDER,
WITHOUT ANY REQUIREMENT THAT LENDER FIRST ASSERT, PROSECUTE OR EXHAUST ANY
REMEDY OR CLAIM AGAINST BORROWER OR ANY OTHER PERSON, OR ANY SECURITY FOR THE
OBLIGATIONS OF BORROWER OR ANY OTHER PERSON.
(I)
GUARANTOR AGREES THAT THIS GUARANTY SHALL
CONTINUE TO BE EFFECTIVE OR SHALL BE REINSTATED, AS THE CASE MAY BE, IF AT ANY
TIME ANY PAYMENT IS MADE BY BORROWER OR GUARANTOR TO LENDER AND SUCH PAYMENT IS
RESCINDED OR MUST OTHERWISE BE RETURNED BY LENDER (AS DETERMINED BY LENDER IN
ITS SOLE AND ABSOLUTE DISCRETION) UPON INSOLVENCY, BANKRUPTCY, LIQUIDATION,
REORGANIZATION, READJUSTMENT, COMPOSITION, DISSOLUTION, RECEIVERSHIP,
CONSERVATORSHIP, WINDING UP OR OTHER SIMILAR PROCEEDING INVOLVING OR AFFECTING
BORROWER OR GUARANTOR, ALL AS THOUGH SUCH PAYMENT HAD NOT BEEN MADE.
(J)
IN THE EVENT THAT GUARANTOR SHALL ADVANCE OR
BECOME OBLIGATED TO PAY ANY SUMS UNDER THIS GUARANTY OR IN CONNECTION WITH THE
GUARANTEED OBLIGATIONS OR IN THE EVENT THAT FOR ANY REASON WHATSOEVER BORROWER
OR ANY SUBSEQUENT OWNER OF THE PROPERTY OR ANY PART THEREOF IS NOW, OR SHALL
HEREAFTER BECOME, INDEBTED TO GUARANTOR, GUARANTOR AGREES THAT (I) THE AMOUNT OF
SUCH SUMS AND OF SUCH INDEBTEDNESS AND ALL INTEREST THEREON SHALL AT ALL TIMES
BE SUBORDINATE AS TO LIEN, THE TIME OF PAYMENT AND IN ALL OTHER RESPECTS TO ALL
SUMS, INCLUDING PRINCIPAL AND INTEREST AND OTHER AMOUNTS, AT ANY TIME OWED TO
LENDER UNDER THE NOTE OR THE FEE LETTER, AND (II) GUARANTOR SHALL NOT BE
ENTITLED TO ENFORCE OR RECEIVE PAYMENT THEREOF UNTIL ALL PRINCIPAL, INTEREST AND
OTHER SUMS DUE PURSUANT TO THE NOTE OR THE FEE LETTER HAVE BEEN PAID IN FULL.
NOTHING HEREIN CONTAINED IS INTENDED OR SHALL BE CONSTRUED TO GIVE GUARANTOR ANY
RIGHT OF SUBROGATION IN OR UNDER THE NOTE OR THE FEE LETTER OR ANY RIGHT TO
PARTICIPATE IN ANY WAY THEREIN, OR IN THE RIGHT, TITLE OR INTEREST OF LENDER IN