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10. Guarantor assumes the responsibility for being and keeping Guarantor
<br />informed of the financial condition of MiLB and of all other circumstances bearing upon the risk
<br />of failure to pay, perform or discharge any of the Obligations which diligent inquiry would
<br />reveal, and Guarantor agrees that County has no duty to advise Guarantor of information known to
<br />County regarding such condition or any such circumstance. Guarantor acknowledges that
<br />repeated and successive demands may be made and payments or performance made hereunder in
<br />response to such demands as and when, from time to time, MiLB defaults in the payment,
<br />performance or discharge of the Obligations. Notwithstanding any such payments and
<br />performance hereunder, this Guaranty shall remain in full force and effect and shall apply to any
<br />and all subsequent defaults by MiLB. It is not necessary for County to inquire into the
<br />capacity, authority or powers of MiLB or the members, partners, directors, officers, employees
<br />or agents acting or purporting to act on behalf of MiLB, and all of the Obligations made or
<br />created in reliance upon the purported exercise of such powers shall be guaranteed hereunder.
<br />11. This Guaranty shall continue in full force and effect until the Obligations
<br />are fully paid, performed and discharged; provided, however, notwithstanding anything to the
<br />contrary in this Guaranty, Guarantor's obligations under this Guaranty arising under the Facility
<br />Lease Agreement shall cease with respect to any Obligations arising after MiLB is released in
<br />writing by County from all liability, as the tenant or lessee under such lease. Obligations shall
<br />not be considered fully paid, performed and discharged unless and until all payments by MiLB
<br />are no longer subject to any right on the part of any person whomsoever, including but not limited
<br />to MiLB, MiLB as a debtor-in-possession, and/or any trustee in bankruptcy or receiver or assignee,
<br />to set aside such payments or seek to recoup the amount of such payments, or any part thereof.
<br />The foregoing shall include, by way of example and not by way of limitation, all rights to
<br />recover preferences voidable under Title 11 of the United States Code. In the event that any
<br />such payments by MiLB to County are set aside after the making thereof, in whole or in part, or
<br />settled without litigation, to the extent of such settlement, all of which is within County's
<br />discretion, Guarantor shall be liable for the full amount County is required to repay plus costs,
<br />interest, attorneys' fees and any and all expenses which County paid or incurred in connection
<br />therewith.
<br />12. This Guaranty shall be binding upon the successors and assigns of the
<br />Guarantor and shall inure to the benefit of County's successors and assigns. The dissolution
<br />of Guarantor shall not terminate this Guaranty.
<br />13. This Guaranty cannot be modified orally. No modification of this
<br />Guaranty shall be effective for any purpose unless it is in writing and executed by County. All
<br />prior agreements, understandings, representations and negotiations, if any, are merged into this
<br />Guaranty,
<br />14. Should any part, term or provision of this Guaranty be declared invalid,
<br />void or unenforceable, such part, term or provision shall be severed from the remaining
<br />provisions of this Guaranty, and all remaining provisions shall remain in full force and effect, valid
<br />and enforceable.
<br />15. Guarantor waives all presentments, demands for performance, notices of
<br />nonperformance, protests, notices of protest, notices of dishonor and notices of acceptance of this
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