OF
THE LOAN DOCUMENTS AND HEREBY WAIVES NOTICE OF (I) ANY LOANS OR ADVANCES MADE BY
LENDER TO BORROWER, (II) ACCEPTANCE OF THIS GUARANTY, (III) ANY AMENDMENT OR
EXTENSION OF THE NOTE, THE MORTGAGE, 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 (OTHER THAT THOSE SPECIFICALLY REQUIRED
HEREUNDER) 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.
1.8
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 REASONABLE 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.
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, 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.
1.10
WAIVER OF SUBROGATION, REIMBURSEMENT AND
CONTRIBUTION. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
GUARANTY, UNTIL THE DEBT IS PAID IN FULL, 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 COLLATERAL FOR ANY OR ALL OF THE
GUARANTEED OBLIGATIONS FOR ANY PAYMENT MADE BY 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