GUARANTY, GUARANTOR
SHALL, IMMEDIATELY UPON DEMAND BY LENDER, PAY LENDER ALL OUT-OF-POCKET COSTS AND
EXPENSES (INCLUDING COURT COSTS AND REASONABLE ATTORNEYS' FEES) REASONABLY
INCURRED BY LENDER IN THE ENFORCEMENT HEREOF OR THE PRESERVATION OF LENDER'S
RIGHTS HEREUNDER, TOGETHER WITH INTEREST THEREON AT THE DEFAULT RATE FROM THE
DATE REQUESTED BY LENDER UNTIL THE DATE OF PAYMENT TO LENDER.
THE COVENANT
CONTAINED IN THIS SECTION SHALL SURVIVE THE PAYMENT AND PERFORMANCE OF THE
GUARANTEED OBLIGATIONS.
SECTION 1.10
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 1.11
WAIVER OF SUBROGATION, REIMBURSEMENT AND CONTRIBUTION.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS GUARANTY, FOR SO LONG
AS ANY EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, GUARANTOR HEREBY
UNCONDITIONALLY AND IRREVOCABLY WAIVES, RELEASES AND ABROGATES ANY AND ALL
RIGHTS IT MAY NOW OR HEREAFTER HAVE UNDER ANY AGREEMENT, AT LAW, IN EQUITY OR
OTHERWISE (INCLUDING, WITHOUT LIMITATION, ANY LAW SUBROGATING 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 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 OR
OTHERWISE; PROVIDED
THAT, FOR CLARITY, SUCH WAIVER, RELEASE AND ABROGATION
SHALL ONLY BE IN EFFECT FOR SO LONG AS AN EVENT OF DEFAULT SHALL BE CONTINUING.
ARTICLE II
EVENTS AND CIRCUMSTANCES NOT REDUCING
OR DISCHARGING GUARANTOR'S OBLIGATIONS
Guarantor hereby agrees that Guarantor's obligations under this Guaranty shall
not be released, diminished, impaired, reduced or adversely affected by any of
the following and waives any common law, equitable, statutory or other rights
(including without limitation rights to notice) which Guarantor might otherwise
have as a result of or in connection with any of the following:
SECTION 2.1
MODIFICATIONS.
ANY RENEWAL, EXTENSION, INCREASE,
MODIFICATION, ALTERATION OR REARRANGEMENT OF ALL OR ANY PART OF THE GUARANTEED
OBLIGATIONS, THE NOTE, THE MORTGAGE, THE LOAN AGREEMENT, THE OTHER LOAN
DOCUMENTS OR ANY OTHER DOCUMENT, INSTRUMENT, CONTRACT OR UNDERSTANDING BETWEEN
BORROWER AND LENDER OR ANY OTHER PARTIES PERTAINING TO THE GUARANTEED
OBLIGATIONS OR ANY FAILURE OF LENDER TO NOTIFY GUARANTOR OF ANY SUCH ACTION.
6
SECTION 2.2
ADJUSTMENT.
ANY ADJUSTMENT, INDULGENCE, FORBEARANCE OR
COMPROMISE THAT MIGHT BE GRANTED OR GIVEN BY LENDER TO BORROWER OR GUARANTOR.
SECTION 2.3
CONDITION OF BORROWER OR GUARANTOR.
THE INSOLVENCY,
BANKRUPTCY, ARRANGEMENT, ADJUSTMENT, COMPOSITION, LIQUIDATION,