OR 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 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 GUARANTIED.
SECTION 1.7
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 REASONABLE
OUT-OF-POCKET 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.
SECTION 1.8
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 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.
SECTION 1.9
WAIVER OF SUBROGATION, REIMBURSEMENT AND CONTRIBUTION.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS GUARANTY AND UNTIL
THE DEBT AND THE OWNER INDEBTEDNESS (AS DEFINED IN THE DEED OF TRUST) IS PAID IN
FULL IN ACCORDANCE WITH THE LOAN DOCUMENTS AND THIS GUARANTY, (A) 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 BORROWER OR ANY OTHER PARTY LIABLE FOR
PAYMENT OF ANY OR ALL OF THE GUARANTEED OBLIGATIONS FOR ANY PAYMENT MADE BY
GUARANTOR UNDER OR IN CONNECTION WITH THIS GUARANTY AND (B) DURING THE
OCCURRENCE AND CONTINUANCE OF AN EVENT OF DEFAULT, 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 TO
SEEK CONTRIBUTION, INDEMNIFICATION OR