THIS GUARANTY AND (B) ALL CLAIMS IT WOULD
HAVE AGAINST BORROWER OR ANY OTHER PARTY AND TO ASSERT AND ENFORCE SAME, IN EACH
CASE ON AND AFTER, BUT AT NO TIME PRIOR TO, THE DATE WHICH IS 91 DAYS AFTER THE
DATE ON WHICH ALL SUMS OWED TO LENDER UNDER THIS GUARANTY AND THE OTHER THE LOAN
DOCUMENTS HAVE BEEN PAID IN FULL.
SECTION 1.11
BORROWER.
THE TERM "BORROWER" AS USED HEREIN SHALL INCLUDE
ANY NEW OR SUCCESSOR CORPORATION, ASSOCIATION, PARTNERSHIP (GENERAL OR LIMITED),
LIMITED LIABILITY COMPANY, JOINT VENTURE, TRUST OR OTHER INDIVIDUAL OR
ORGANIZATION FORMED AS A RESULT OF ANY MERGER, REORGANIZATION, SALE, TRANSFER,
DEVISE, GIFT OR BEQUEST OF BORROWER OR ANY INTEREST IN BORROWER.
ARTICLE II.
EVENTS AND CIRCUMSTANCES NOT REDUCING
OR DISCHARGING GUARANTOR'S OBLIGATIONS
Guarantor hereby consents and agrees to each of the following, and 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 2.01
MODIFICATIONS.
ANY RENEWAL, EXTENSION, INCREASE,
MODIFICATION, ALTERATION OR REARRANGEMENT OF ALL OR ANY PART OF THE GUARANTEED
OBLIGATIONS, THE NOTE, THE SECURITY INSTRUMENT, 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.
SECTION 2.02
ADJUSTMENT.
ANY ADJUSTMENT, INDULGENCE, FORBEARANCE OR
COMPROMISE THAT MIGHT BE GRANTED OR GIVEN BY LENDER TO BORROWER OR ANY OTHER
GUARANTOR.
SECTION 2.03
CONDITION OF BORROWER OR GUARANTOR.
THE INSOLVENCY,
BANKRUPTCY, ARRANGEMENT, ADJUSTMENT, COMPOSITION, LIQUIDATION, DISABILITY,
DISSOLUTION OR
5
LACK OF POWER OF BORROWER, GUARANTOR OR ANY OTHER PARTY AT ANY TIME LIABLE FOR
THE PAYMENT OF ALL OR PART OF THE GUARANTEED OBLIGATIONS; OR ANY DISSOLUTION OF
BORROWER OR GUARANTOR, OR ANY SALE, LEASE OR TRANSFER OF ANY OR ALL OF THE
ASSETS OF BORROWER OR GUARANTOR, OR ANY CHANGES IN THE SHAREHOLDERS, PARTNERS OR
MEMBERS OF BORROWER OR GUARANTOR; OR ANY REORGANIZATION OF BORROWER OR
GUARANTOR.
SECTION 2.04
INVALIDITY OF GUARANTEED OBLIGATIONS.
THE INVALIDITY,
ILLEGALITY OR UNENFORCEABILITY OF ALL OR ANY PART OF THE GUARANTEED OBLIGATIONS,
OR ANY DOCUMENT OR AGREEMENT EXECUTED IN CONNECTION WITH THE GUARANTEED
OBLIGATIONS, FOR ANY REASON WHATSOEVER, INCLUDING WITHOUT LIMITATION THE FACT
THAT (I) THE GUARANTEED OBLIGATIONS, OR ANY PART THEREOF, EXCEEDS THE AMOUNT
PERMITTED BY LAW, (II) THE ACT OF CREATING THE GUARANTEED OBLIGATIONS OR ANY
PART THEREOF IS ULTRA VIRES, (III) THE OFFICERS OR REPRESENTATIVES EXECUTING THE
NOTE, THE SECURITY INSTRUMENT, THE LOAN AGREEMENT OR THE OTHER LOAN DOCUMENTS OR
OTHERWISE CREATING THE GUARANTEED OBLIGATIONS ACTED IN EXCESS OF THEIR
AUTHORITY, (IV) THE GUARANTEED OBLIGATIONS VIOLATE APPLICABLE USURY LAWS, (V)
THE BORROWER HAS VALID DEFENSES, CLAIMS OR OFFSETS (WHETHER AT LAW, IN EQUITY OR
BY AGREEMENT) WHICH RENDER THE GUARANTEED