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available to the City on account of the Indebtedness from Developer, from their properties, out of any
<br />collateral security or from any other source to payment of the excess. Such application of receipts shall
<br />not reduce, affect or impair the liability of the undersigned hereunder.
<br />4. The undersigned will pay or reimburse the City for all costs and expenses
<br />(including reasonable attorneys' fees and legal expenses) incurred by the City in connection with the
<br />protection, defense or enforcement of this guaranty in any litigation or bankruptcy or insolvency
<br />proceedings.
<br />5. Whether or not any existing relationship between the undersigned and Developer
<br />has been changed or ended and whether or not this guaranty has been revoked, the City may, but shall not
<br />be obligated to, enter into transactions resulting in the creation or continuance of Indebtedness, without
<br />any consent or approval by the undersigned and without any notice to the undersigned. The liability of
<br />the undersigned shall not be affected or impaired by any of the following acts or things (which the City is
<br />expressly authorized to do, omit or suffer from time to time, both before and after revocation of this
<br />guaranty, without notice to or approval by the undersigned): (i) any acceptance of collateral security,
<br />guarantors, accommodation parties or sureties for any or all Indebtedness; (ii) any one or more extensions
<br />or renewals of Indebtedness (whether or not for longer than the original period) or any modification of the
<br />interest rates, maturities or other contractual terms applicable to any Indebtedness; (iii) any waiver or
<br />indulgence granted to Developer, any delay or lack of diligence in the enforcement of Indebtedness, or
<br />any failure to institute proceedings, file a claim, give any required notices or otherwise protect any
<br />Indebtedness; (iv) any full or partial release of, settlement with, or agreement not to sue, Developer or any
<br />other guarantor or other person liable in respect of any Indebtedness; (v) any discharge of any evidence of
<br />Indebtedness or the acceptance of any instrument in renewal thereof of substitution therefor; (vi) any
<br />failure to obtain collateral security (including rights of setoff) for Indebtedness, or to see to the proper or
<br />sufficient creation and perfection thereof, or to establish the priority thereof, or to protect, insure, or
<br />enforce any collateral security; or any modification, substitution, discharge, impairment, or loss of any
<br />collateral security; (vii) any foreclosure or enforcement of any collateral security; (viii) any transfer of
<br />any Indebtedness or any evidence thereof; (ix) any order of application of any payments or credits upon
<br />Indebtedness; (x) any election by the City under §1111(b) of the United States Bankruptcy Code.
<br />6. The undersigned waives any and all defenses, claims and discharges of
<br />Developer, or any other obligor, pertaining to Indebtedness, except the defense of discharge by payment
<br />in full. Without limiting the generality of the foregoing, the undersigned will not assert, plead or enforce
<br />against the City any defense of waiver, release, discharge in bankruptcy, statute of limitations, res
<br />judicata, statute of frauds, anti - deficiency statute, fraud, incapacity, minority, usury, illegality or
<br />unenforceability which may be available to Developer or any other person liable in respect of any
<br />Indebtedness, or any setoff available against the City to Developer or any such other person, whether or
<br />not on account of a related transaction. The undersigned expressly agree that the undersigned shall be and
<br />remain liable for any deficiency remaining after foreclosure of any deed of trust or security interest
<br />securing Indebtedness, whether or not the liability of Developer or any other obligor for such deficiency
<br />is discharged pursuant to statute or judicial decision.
<br />7. The undersigned waives presentment, demand for payment, notice of dishonor or
<br />nonpayment, and protest of any instrument evidencing Indebtedness. The City shall not be required first
<br />to resort for payment of the Indebtedness to Developer or other persons or their properties, or first to
<br />enforce, realize upon or exhaust any collateral security for Indebtedness, before enforcing this guaranty.
<br />8. If any payment applied by the City to Indebtedness is thereafter set aside,
<br />recovered, rescinded or required to be returned for any reason (including, without limitation, the
<br />bankruptcy, insolvency or reorganization of Developer or any other obligor) the Indebtedness to which
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