ANY REMEDIES AVAILABLE TO LENDER AGAINST ANY COLLATERAL
WHICH SHALL EVER HAVE BEEN GIVEN TO SECURE THE LOAN, OR (VI) RESORT TO ANY OTHER
MEANS OF OBTAINING PAYMENT OF THE GUARANTEED OBLIGATIONS. LENDER SHALL NOT BE
REQUIRED TO MITIGATE DAMAGES OR TAKE ANY OTHER ACTION TO REDUCE, COLLECT OR
ENFORCE THE GUARANTEED OBLIGATIONS.
SECTION 1.6
WAIVERS.
EACH GUARANTOR AGREES TO THE PROVISIONS 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 LOAN AGREEMENT 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
COLLATERAL, (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 A GUARANTOR
SHOULD BREACH OR FAIL TO TIMELY PERFORM ANY PROVISIONS OF THIS GUARANTY, SUCH
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 A GUARANTOR BY LENDER SHALL BE WITHOUT
EFFECT AND THIS GUARANTY SHALL REMAIN IN FULL FORCE AND EFFECT. IT IS THE
INTENTION OF BORROWER AND EACH GUARANTOR THAT EACH GUARANTOR'S OBLIGATIONS
HEREUNDER SHALL NOT BE DISCHARGED EXCEPT BY GUARANTORS' 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 IS PAID IN FULL IN ACCORDANCE WITH THE LOAN DOCUMENTS AND THIS
GUARANTY, (A) EACH 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