Exhibit 10.15
LIMITED GUARANTY This Limited Guaranty ("Guaranty") is made as of October 28, 2025, by Conrad B. Ivie (also known as Conrad Ivie) and Physicians Capital Management Corporation, a Maryland corporation (individually "Guarantor" and collectively the "Guarantors") to and for the benefit of Academy Bank, N.A., located at KC Tower, 1201 Walnut, Suite 1100, Kansas City, Missouri 64106 ("Lender") to induce Lender to make a $8,210,000.00 loan ("Loan") to PC Indiana Carmel LLC, an Indiana limited liability company ("Borrower"). 1. Guaranty. In consideration of Lender making the Loan to Borrower as evidenced by a Promissory Note in the amount of $8,210,000.00 dated on even date herewith ("Note"), the undersigned Guarantor(s) hereby unconditionally guaranty pay, protect, defend and save Lender harmless from and against, and hereby indemnifies Lender from and against the following "Obligations" or "Guaranteed Obligations": (a) any costs, fees, out-of-pocket expenses, losses, liabilities and/or damages (but specifically excluding punitive damages, except to the extent payable to a third party) (collectively, "Losses") incurred by Lender in enforcing this Guaranty, plus (b) all liability of Borrower arising under the Environmental Indemnity Agreement, plus (c) any Losses incurred by Lender arising out of (1) any material misrepresentation or fraud by Borrower or any Guarantor in connection with the Loan or the collateral, (2) any agreement by Borrower to terminate the lease set forth on Exhibit A attached hereto (the "Intuitive Health Lease") without Lender's prior written consent, except to the extent such termination is permitted pursuant to the terms of the Intuitive Health Lease, (3) any default by Borrower as the landlord under the Intuitive Health Lease which directly or indirectly results in the termination of the Intuitive Health Lease, (4) any release of the Tenant (as defined in Exhibit A attached hereto) from its obligations under the Intuitive Health Lease and any related lease guaranty without the Lender's consent, except to the extent such release is permitted pursuant to the terms of the Intuitive Health Lease, (5) any consent to an assignment of the Intuitive Health Lease by Tenant without Lender's consent, except to the extent that Landlord consent is not required pursuant to the terms of the Intuitive Health Lease (6) any misappropriation of rents and revenues generated by the collateral in violation of the Loan Documents, (7) any insurance or condemnation proceeds received by Borrower that are not applied in accordance with the terms of the Loan Documents, (8) [reserved]; (9) any damage to Lender's collateral from intentional material waste by Borrower or Guarantor, or the willful or wanton act or omission of Borrower or Guarantor, (10) [reserved]], (11) distributions made by Borrower to the members of Borrower made after an Event of Default (subject to any applicable notice and cure period), (12) Borrower or any Guarantor filing for relief under the federal bankruptcy code. The term "Guarantor" shall apply to each and every Guarantor executing this Guaranty. Each Guarantor, regardless of whether they execute this Guaranty or separate or multiple Guarantees, shall be jointly and severally liable for the entire Guaranteed Obligations. Guarantor (or each Guarantor or other guarantors if more than one) is primarily liable for the Guaranteed Obligations and Lender does not have to pursue judgment, liquidation or collection of the collateral, the Borrower or any other Guarantor prior to Guarantor being liable and responsible for payment and performance of all Guaranteed Obligations. This Guaranty continues in full force and effect until the full amount of the liability hereunder has been paid by the Guarantor. 2. Default and Enforcement. (a) Lender may enforce this Guaranty against Guarantor upon Borrower's failure to timely pay all or any portion of the Guaranteed Obligations (if applicable) or upon an Event of Default hereunder. Lender shall not be required to notify Guarantor of any Event of Default nor of Lender's election to enforce this Guaranty. Guarantor agrees to pay all costs of enforcement and collection of said Guaranteed Obligations, including, without limitation, attorney's fees and Lender's costs, whether or not suit is commenced in aid thereof. (b) Upon an "Event of Default" hereunder, the Guaranteed Obligations shall become immediately due and payable, without notice, and the Guarantor shall be liable for all of the Guaranteed Obligations. Guarantor's liability is primary and Lender may collect the entire Guaranteed Obligations from Guarantor, each and every Guarantor (if more than one), Borrower, or any one or combination of them. Lender may, in its sole discretion, proceed directly against the Guarantor and collect the Guaranteed Obligations from Guarantor without first (i) pursuing any lawsuit, judgment, collection or enforcement action against the Borrower, (ii) pursuing levy, 28
2 execution, liquidation or foreclosure of any collateral that secures the Guaranteed Obligations, or (iii) pursuing any lawsuit, judgment, collection or enforcement action against any other Guarantor, and may do so without any prior demand or notice to Guarantor. The remedies provided herein and in any other Loan Document shall be cumulative and not exclusive of any remedies provided by law. No action of Lender permitted hereunder shall in any way impair or affect this Guaranty. (c) Guarantor acknowledges and agrees that Lender has made no oral representations or promises prior to or contemporaneous with the execution of this Guaranty that Lender will not strictly enforce the terms of this Guaranty. 3. Events of Default. The occurrence of any one or more of the following shall be deemed an "Event of Default" hereunder and, subject to the applicable notice and cure rights under the Note, Lender may exercise all rights and remedies under the Loan Documents, this Guaranty, and applicable law: (a) The occurrence of any event described in Section 1 creating "Guaranteed Obligations", (b) [reserved]; (c) [reserved]; or (d) the death of any individual Guarantor, unless the deceased Guarantor's estate ratifies such Guarantor's obligations within ninety (90) days after the Guarantor's death and (i) a replacement guarantor satisfactory to Lender in its sole discretion executes a new Guaranty, or (ii) Borrower makes a principal reduction to this Note in an amount required by Lender (provided such payment shall not be subject to the prepayment premium as long as the payment is not more than the amount required by Lender), or (iii) Lender is provided with additional collateral to secure this Note that is satisfactory to Lender in its sole discretion, or (iv) substantially all of such deceased Guarantor's assets transfer to another Guarantor or to a trust and such trust provides a Guaranty or becomes a co-Borrower. Additionally, notwithstanding anything seemingly contrary contained herein, upon the occurrence of any Event of Default, after any applicable notice and cure period, Guarantor shall be liable to Lender for, and limited to, the Guaranteed Obligations. 4. Absolute Guaranty. This is a continuing, absolute and unconditional guaranty of payment and not of collection and shall continue in force with respect to the indebtedness until the Guaranteed Obligations are satisfied in full. However, upon receipt of written notice by Lender from the legal representative of the Guarantor of the death of the Guarantor, this Guaranty will not apply to the deceased Guarantor as to any advances made thereafter, but will remain in full force as to the indebtedness then existing against Guarantor, its estate, personal representatives, trustees, executors, successors and assigns. This Guaranty is not affected by any failure of Lender to give notice of default on the part of the Borrower, nor by extensions, renewals or modifications granted to said Borrower, nor by any acts or omissions whatsoever by Lender relative to the indebtedness of the Borrower, any Guarantor, or any collateral. This Guaranty shall continue in full force and effect and bind the undersigned notwithstanding the death, bankruptcy, or release of any co-guarantor or other party hereto. 5. Additional Obligations. This Guaranty is to cover not only the Guaranteed Obligations, but also all costs reasonably incurred or advances made by Lender pursuant to the Guaranteed Obligations, including attorney's fees and costs incurred in enforcing the Guaranteed Obligations or in making collection against the Borrower or Guarantor as set forth in Section 1(a) of this Guaranty (and without duplication of the same). The Guaranteed Obligations which remain unpaid shall accrue interest at the same interest rate as the default rate provided in the Note. Suits for the enforcement of this Guaranty may be brought successively against one or more Guarantor(s), and Lender may compound or settle with one or more Guarantor(s) without releasing or impairing its rights against the other Guarantor(s). 6. Consideration. All Guaranteed Obligations shall conclusively be presumed to have been created, contracted, or incurred in reliance upon this Guaranty and all dealings between Borrower and Lender shall likewise be presumed to be in reliance upon this Guaranty. Guarantor understands, acknowledges and agrees that Lender is relying on the terms of this Guaranty in making the Loan to Borrower and that the Loan would not be made without the Guarantor's agreement to unconditionally guaranty the Guaranteed Obligations in accordance with the terms and obligations set forth herein. To the extent permitted by applicable law, Guarantor hereby releases, waives, forfeits, dismisses and discharges any and all claims, counterclaims, defenses, proceedings, or charges in connection with Guarantor's obligation to perform under this Guaranty, including without limitation, (a) the right to assert that this Guaranty is not supported by adequate or sufficient consideration, (b) the right to assert that Guarantor has received no benefit from the Loan transaction, (c) the
3 right to claim Guarantor is not primarily obligated on the Note, or (d) any other defenses available under State or federal law. In the event this Guaranty is executed after the original date of the Note, Guarantor acknowledges and agrees to the following: (1) The Guaranty was intended to be executed on or prior to the date of the Note and disbursement of Loan funds, (2) Dating this Guaranty after the Note is not evidence that Lender would have made the Loan without this Guaranty, (3) This Guaranty remains supported by good and sufficient consideration, and (4) The parties intended for this Guaranty to be dated on or prior to the date of the Note but the delivery or logistics involved in getting Guarantor's signature hindered, but did not defeat, such intent. 7. Representations. Guarantor makes the following representations and warranties to Lender to induce Lender to make the Loan to Borrower: (a) All financial statements of the Guarantor delivered to Lender are true and correct in all material respects, and fairly represent in a consistent manner the financial condition of the Guarantor as of the effective date of such financial statements; (b) No material adverse change has occurred in the financial condition or prospects of the Guarantor since the effective date of the last financial statements provided to Lender, and, to Guarantor's knowledge, no such material adverse change is imminent or anticipated; (c) Guarantor fully understands the terms of this Guaranty; (d) Guarantor has had the opportunity to review this Guaranty with counsel, (e) Guarantor is under no economic or emotional duress to sign this Guaranty; and (f) Guarantor has not filed or has had filed against it a petition for any of the following and no such filing is imminent or anticipated: (i) The appointment of a receiver of all or part of its property; (ii) The appointment of an assignee for creditors; (iii) Bankruptcy or insolvency; (iv) The liquidation or winding up of its affairs under the proceedings of any federal or state insolvency laws. 8. Waivers. (a) Guarantor hereby waives, surrenders and agrees not to enforce any right of indemnity, reimbursement, contribution or subordination against Borrower whether by making demand, exercising rights of setoff, filing suit, filing a claim in a proceeding in any bankruptcy, insolvency, or receivership proceeding, or otherwise. (b) Except as prohibited by applicable law, Guarantor hereby waives, surrenders and releases the right of presentment, demand, protest, notice of protest, non-payment or dishonor, want of diligence, accep-tance or suit, and all other demands and notices in connection with the delivery, acceptance, performance, defaults, acceleration or enforcement of said Guaranteed Obligations or the sale, disposition, execution, or foreclosure of any collateral for the Loan, except as otherwise expressly set forth in this Guaranty. (c) Guarantor hereby agrees to and consents that, without notice to or further assent by Guarantor, the Guaranteed Obligations may be renewed, extended, modified, pre-matured, accelerated or released by Lender, the interest rate may be increased or decreased, or additional credit extended to Borrower all as Lender may deem advisable in its sole discretion, and that any security or securities, security interests or collateral which Lender may hold or in which Lender may have an interest may be exchanged, sold, released or surrendered by it, all as it may deem advisable in its sole discretion and regardless of Borrower's financial or other condition at the time of such action, without impairing or affecting the obligations of Guarantors hereunder in any way whatsoever. Accordingly, Guarantor hereby consents to and waives notice, either before or after maturity, of any or multiple (1) renewals, modifications, extensions, partial payments, reductions, readjustments, rearrangements, negotiations, changes in, forbearance, workout, delay, or postponements of the times or amounts, methods or places of any payments under the Note, performance of Guaranteed Obligations, or change in terms or provisions of the Loan Documents, (2) impairments in any manner of any collateral, lien or other security given by or on behalf of any person liable hereon or given by any other person against whom any such person has a right of recourse, (3) impairments in any manner of rights against prior parties liable hereon, (4) substitutions, exchanges, full or partial releases of any collateral, lien or other security, (5) addition or release or discharge of or agreements not to sue any parties or persons primarily or secondarily liable hereon. (d) Guarantor hereby waives and releases all rights to claim Guarantor is or has the rights of a surety. (e) Except as prohibited by applicable law, Guarantor hereby waives each of the following: (1) except as expressly set forth in this Guaranty, any and all notice of the creation, renewal, modification,
4 extension, or accrual of any Guaranteed Obligations, present or future, including without limitation as to the payment of the Note and specifically consents to and waives any defense by reason of extension of time for payment or other indulgence granted by Lender; (2) any and all objections to the reliance of Lender upon this Guaranty; (3) notice of the existence or creation of any Loan Document or of any of the Guaranteed Obligations; (4) promptness in making any claim or demand hereunder; (5) the loan proceeds not being applied for the purposes set forth in the Loan Documents; (6) marshaling of collateral pledged as security for the Loan or sale in inverse order of alienation; (7) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, either judicially or by exercise of a power of sale; (8) any election of remedies by Lender which destroys or otherwise adversely affect Guarantor's subrogation rights or Guarantor's right to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Guaranteed Obligations; (9) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender of the Guaranteed Obligations; (10) any right to claim discharge of the Guaranteed Obligations on the basis of unjustified impairment of any collateral for the Guaranteed Obligations; (11) any defenses given to guarantors at law or in equity other than actual payment and performance of the Guaranteed Obligations; (12) any forbearance by Lender; and (13) notice of advances made to Borrower from time to time under any provisions of the Loan Documents. (f) Guarantor agrees that: (1) Guarantor has established adequate means of obtaining from the Borrower on a continuing basis financial and other information pertaining to the Borrower's affairs or business; and (2) Guarantor is now and will be familiar with the affairs, business, operations and condition of the Borrower and its assets. Guarantor hereby waives any duty on the part of Lender to disclose to Guarantor any matter relating to the affairs, business, operations or conditions (financial or other) of the Borrower and its assets now or hereafter known to Lender. With respect to the creation of any Guaranteed Obligation, the Lender need not inquire into the power or authority of the Borrower or any officer, director, partner, manager, member or agent acting or purporting to act on Borrower's behalf, and any Guaranteed Obligations created in reliance upon the professed exercise of such power or authority shall be guaranteed hereunder. Lender shall have no obligation to disclose or discuss with Guarantor its assessment of the financial condition of Borrower. 9. Successors. This Guaranty shall be for the benefit of Lender or for such person or entity as may from time to time be the owner and holder of the Note or the Guaranteed Obligations. This Guaranty shall be transferable and negotiable with the same force and effect and to the same extent as the Note may be transferable (but may not be transferred separate from the Note). All obligations incurred by Borrower to Lender and any loan proceeds or advances made to Borrower by Lender shall conclusively be presumed to have been created, contracted, or incurred in reliance upon this Guaranty and Guarantor expressly waives any right to assert in a legal proceeding that Lender has not relied on this Guaranty or that this Guaranty is not supported by considerations. 10. WAIVER OF JURY TRIAL. TO THE EXTENT ALLOWED BY APPLICABLE LAW, GUARANTOR AND LENDER HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS GUARANTY, ANY DOCUMENTS CONCERNING OR SECURING THIS GUARANTY OR THE RELATIONSHIP BETWEEN GUARANTOR AND LENDER. IF THIS GUARANTY IS SUBJECT TO MISSOURI LAW, LENDER IS HEREBY GRANTED A POWER OF ATTORNEY TO FILE A COPY OF THIS GUARANTY IN ANY MISSOURI COURT PURSUANT TO §510.190 R.S. Mo., AND A COPY OF THIS GUARANTY SO FILED SHALL BE DEEMED TO CONSTITUTE THE UNDERSIGNED'S WAIVER OF TRIAL BY JURY IN ANY PROCEEDING. 11. Governing Law, Venue and Jurisdiction. This Guaranty is intended to constitute a contract under and shall be governed by the laws of the State of Missouri. Any litigation arising hereunder or relating to the indebtedness or any extensions made to the Guarantor by Lender, or any obligation of Guarantor to Lender relating thereto, shall be subject to the jurisdiction of any state or federal courts located in the State of Missouri or the State of Indiana, as Lender may designate in its sole discretion, and in the absence of such designation the sites for jurisdiction and venue shall be in any state court located in Jackson County, Missouri or Hamilton
5 County, Indiana. Any of the foregoing courts shall have personal jurisdiction over the Guarantor and jurisdiction over matters arising under or out of the indebtedness evidenced by this Guaranty. If the Guarantor is not then present in Missouri, Lender may obtain service of process on the Guarantor pursuant to any rule or statute governing service of process outside the State of Missouri. The Guarantor waives any and all rights to contest said jurisdiction and venue and waives any right to commence any action against Lender in any jurisdiction except the aforesaid county. 12. Security; Transfers. (a) To the extent that any funds of Guarantor may be on deposit in accounts with Lender, Lender is hereby authorized at any time and from time to time, without prior notice to Guarantor (any such notice being expressly waived by Guarantor), to set off and apply, any and all accounts and deposits (general or special, time or demand, provisional or final) at any time held by Lender (including all accounts held jointly with another, but excluding any IRA or Keogh accounts, or any trust accounts for which a security interest would be prohibited by law), against any and all of the obligations of Guarantor due and payable under this Guaranty. Such security interest may be enforced, and such right of setoff may be exercised, by Lender irrespective of whether or not Lender shall have made any demand under this Guaranty. Lender agrees promptly to notify a Guarantor after any such setoff and application, provided that the failure to give such notice shall not affect the validity or such setoff and application. The rights of Lender under this section are in addition to other rights and remedies (including, without limitation, other rights of setoff) which Lender may have. (b) Guarantor shall not transfer any of its (or their respective) assets, monies, real and personal property, securities, deposits, or credit balances to any asset protection trust, spendthrift trust, irrevocable trust, or other trust or entity or person without Lender's prior written consent if such transfer is reasonably likely to cause Guarantor to fail to satisfy its obligations under this Guaranty, except (i) for any transfers permitted under the Loan Documents and (ii) if such transfer is made to another Guarantor and such transfer shall not require Lender's prior written consent. Any such transfer in violation of the foregoing prohibition shall (i) be deemed a fraudulent transfer and shall be void as against any claims by Lender, and (ii) shall result in any such trust, entity or person being deemed to have joined in this Guaranty. 13. Bankruptcy. (a) Guarantor agrees that should Lender repay (either by reason of court order or judgment or in settlement of a controversy) to Borrower or the estate or Trustee of Borrower as a bankruptcy debtor-in-possession any sum because of a claim of a preference or for any other reason whatsoever, this Guaranty shall continue to be effective or shall (if previously deemed terminated) be reinstated, as the case may be, as if such payment had not been made or performance completed and Guarantors shall immediately reimburse Lender for any sums so repaid plus (i) interest on such sums, from the date Lender makes such payment until such payment is reimbursed in full, at the rate last charged on any of the Guaranteed Obligations, and (ii) all out-of-pocket expenses incurred by Lender in enforcing such reimbursement and in resisting such repayment. (b) Guarantor will file all claims against Borrower in any bankruptcy or other proceeding in which the filing of claims is required by law upon any indebtedness of Borrower to Guarantor and will assign to Lender all right of Guarantor thereunder. If Guarantor does not file any such claim, Lender, as attorney-in-fact for Guarantor hereby irrevocably appointed, is hereby authorized to do so in the name of Guarantor or, in Lender's discretion, to assign the claim and to cause proof of claim to be filed in the name of Lender's nominee. In all such cases, whether in administration, bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay to Lender the full amount thereof and, to the full extent necessary for that purpose, Guarantor hereby assigns to Lender all of Guarantor's rights to any such payments or distributions to which Guarantor would otherwise be entitled. Guarantor waives any right to the deferral or modification of Guarantor's obligations hereunder because of any bankruptcy or insolvency proceeding relating to Borrower or any other Guarantor. 14. Loan Request. Guarantor has requested Lender to make the Loan to Borrower and to extend credit, to permit credit to remain outstanding, and/or to give financial accommodations to Borrower,
6 as Borrower may desire and as Lender may grant, from time to time, whether to Borrower alone or to Borrower and others, and specifically to make the Loan described in the Loan Documents. 15. Independent Obligations. This Guaranty shall be construed as an absolute, irrevocable and unconditional guaranty of payment and performance, without regard to the validity, regularity or enforceability of any obligation or purported obligation of Borrower. Guarantor is primarily liable under this Guaranty, regardless of whether Lender pursues any of its remedies against Borrower or any other guarantor or surety. The obligations of Guarantor are independent of the obligations of Borrower, and a separate action or actions for payment, damages or performance may be brought and prosecuted against Guarantor, or any Guarantor(s), whether or not an action is brought against Borrower or any security for the Guaranteed Obligations, and whether or not Borrower is joined in any such action or actions. 16. Financial Information. Guarantor shall keep, at Guarantor's expense, adequate records and books of account. Guarantor shall permit Lender, Lender's employees, agents, accountants, and attorneys, to examine and make extracts from Guarantor's records and books at such reasonable times as Lender may request. Guarantor shall provide Lender copies of Guarantor's: (a) annual year-end financial statements (or personal financial statements for an individual), certified by such Guarantor as true, accurate and complete, on or before April 30 of the immediately following year; (b) federal income tax returns, together with all other schedules, supplements, exhibits and amendments thereto (including K-1's), within thirty (30) days of filing of such returns with the Internal Revenue Service; and (c) documents reflecting such other information regarding Guarantor's operations, business, affairs, and financial condition as Lender may reasonably require at any time. Financial statements from entity Guarantors shall include at least a balance sheet dated as of the applicable year end, a statement of all contingent liabilities as of the date of the balance sheet, and all other financial information reasonably requested by Lender and available to Guarantor (including, but not limited to, verification of liquid assets, if requested by Lender), all in form and content reasonably satisfactory to Lender. 17. Subordination By Guarantor. All existing and future indebtedness of Borrower to Guarantor is hereby subordinated to all Guaranteed Obligations hereby guaranteed and, without the prior written consent of Lender, which consent may be withheld at Lender's sole discretion, shall not be paid or withdrawn in whole or in part nor will Guarantor accept any payment of or on account of any such indebtedness or as a withdrawal of capital while this Guaranty is in effect; provided, however, Borrower may distribute earnings at least annually to the Guarantors that are Members of Borrower as long as there is no Event of Default hereunder or under the Loan Documents. Following an Event of Default hereunder, promptly upon Lender's request, Guarantor shall pay to Lender all or any part of such subordinated indebtedness and any capital which any of the Guarantor is entitled to withdraw. Each payment by Borrower to Guarantor in violation of this Section shall be received by Guarantor in trust for Lender and shall be paid to Lender immediately on account of the Guaranteed Obligations. No such payment shall reduce or affect in any manner the obligations of any of Guarantor. 18. Notice of Litigation. Guarantor shall promptly give Lender notice of all litigation or proceedings before any court or governmental authority affecting Guarantor or its property, except litigation or proceedings which, if adversely determined, would not have a material adverse effect on the financial condition or operations of Guarantor or its ability to perform any of its obligations hereunder. 19. Participation By Other Lenders. Lender shall have the right to participate with one or more other banks or lending institutions in making the Loan referred to herein, and Lender shall have the right to assign, in whole or in part, its rights and interests in and to this Guaranty, and the other Loan Documents to such other participating banks or lending institutions. Said banks or lending institutions so participating shall have all of the rights and interests of Lender according to their respective participations or their participating agreements with Lender. Upon receipt of notice of the identity and address of each such participant and request of Lender, Guarantor shall thereafter immediately supply such participants with the same information and reports communicated to Lender. In connection with any sales or attempted sales of one or more participations in the Loan, Lender shall have the right to provide financial and other information and documents concerning the Borrower, any Guarantor, any affiliate as defined in the Loan Agreement, and the Loan to the prospective participants, and the Guarantor waives any right to financial
7 privacy concerning any such disclosures; provided that the prospective participants shall agree to keep such financial and other information confidential. Guarantor agrees and consents to Lender's sale or transfer, whether now or later, or one or more participation interest in this Loan to one or more purchasers, whether related or unrelated to Lender. Lender may provide, without any limitation whatsoever, to any one or more purchasers, or potential purchasers, any information or knowledge Lender may have about Borrower or Guarantor or about any other matter relating to the Loan, and Guarantor hereby waives any rights to privacy it may have with respect to such matters. Guarantor additionally waives any and all notices of sale of participation interest, as well as all notices of any repurchase of such participation interests. Guarantor also agrees that the purchasers of any such participation interest will be considered as the absolute owners of such interests in the Loan and will have all the rights granted under the participation agreement or agreements governing the sale of such participation interests. Guarantor further waives all rights of offset or counterclaim that they may have now or later against Lender or against any purchaser of such a participation interest and unconditionally agree that either Lender or such purchaser may enforce Guarantor's obligation under this Guaranty irrespective of the failure or insolvency of any holder of any interest in the Loan. Guarantor further agrees that the purchaser of any such participation interests may enforce its interest irrespective of any personal claims or defenses that Borrower or Guarantor may have against Lender. 20. General Provisions. Guarantor agrees to perform any further acts and deliver any additional documents that may be reasonably requested by Lender to carry out the intent and provisions of this Guaranty. Should any part, term or provision of this Guaranty be declared illegal or in conflict with any law, rule, or regulation, the validity of the remaining portions, terms or provisions shall not be affected thereby. The terms and conditions contained herein constitute the entire agreement of the parties and supersede all prior or contemporaneous written and oral agreements and understandings relating to the subject matter of this Guaranty. The captions at the beginning of Sections are used for convenience only and are not to be used in attempting to construe any part of this Guaranty. Unless the context indicates otherwise, words importing the singular number shall include the plural and vice versa, words importing persons shall include firms, associations, partnerships, limited liability companies and corporations, including public bodies and entities, as well as natural persons, and words of masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders and vice versa. None of the provisions of this Guaranty may be amended without the written consent of the Guarantor affected thereby and Lender. Lender may assign this Guaranty and its rights hereunder, in whole or in part, to any person who is the owner and holder of the Note. This Guaranty shall be binding upon and inure to the benefit of and be enforceable by the heirs, legal representatives, successors and assigns of Guarantor and Lender as the case may be. This Guaranty may be executed at different times and in any number of originals or counterparts, each of which shall be deemed an original, but all of which together shall constitute only one instrument. The failure of any Guarantor to execute, or properly execute, this Guaranty shall not affect the validity of this Guaranty as to, or the enforceability against, the remaining Guarantors. 21. NO ORAL AGREEMENTS. ORAL OR UNEXECUTED AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FOREBEAR FROM ENFORCING REPAYMENT OF A DEBT, INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE. TO PROTECT GUARANTOR AND LENDER FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS REACHED BY THE PARTIES COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN GUARANTOR AND LENDER, EXCEPT AS MAY BE LATER AGREED IN WRITING TO MODIFY IT. 22. EXCULPATION. NOTWITHSTANDING ANYTHING CONTAINED IN THE LOAN DOCUMENTS TO THE CONTRARY, LIABILITY UNDER THIS GUARANTY IS SOLELY THAT OF GUARANTORS AND IN NO EVENT SHALL ANY OF ANY GUARANTOR'S DIRECT OR INDIRECT MEMBERS, PARTNERS, MANAGERS, EMPLOYEES, DIRECTORS, OFFICERS, INVESTORS, SHAREHOLDERS, AFFILIATES, PRINCIPALS OR AGENTS HAVE ANY LIABILITY HEREUNDER. NOTWITHSTANDING THE FOREGOING, SUCH MEMBER, PARTNER, MANAGER, EMPLOYEE, DIRECTOR, OFFICER, INVESTOR, SHAREHOLDER, AFFILIATE, PRINCIPAL OR AGENT SHALL REMAIN LIABLE TO THE EXTENT SUCH PERSON IS THE GUARANTOR OR INDEMNITOR UNDER
8 ANOTHER LOAN DOCUMENT OR IS OTHERWISE LIABLE UNDER ANY OTHER LOAN DOCUMENT IN ITS OWN CAPACITY. (Signatures on Following Page)
EXHIBIT A Lease Agreement dated November 30, 2018, as amended by the First Amendment to Lease dated April 2, 2019, Commencement Date Certificate and Lease Amendment dated May 11, 2020, Second Amendment to Lease dated September 23, 2020, with Intuitive Health of Hamilton County, LLC, a Delaware limited liability company ("Tenant").
**LIMITED GUARANTY **This Limited Guaranty (“Guaranty”) is made as of October ____, 2025, by Conrad B. Ivie (also 28 **known as Conrad Ivie) **and Physicians Capital Management Corporation, a Maryland corporation (individually “Guarantor” and collectively the “Guarantors”) to and for the benefit of Academy Bank, N.A., located at KC Tower, 1201 Walnut, Suite 1100, Kansas City, Missouri 64106 ("Lender") to induce Lender to make a $8,210,000.00 loan (“Loan”) to PC Indiana Carmel LLC, an Indiana limited liability company ("Borrower"). 1. Guaranty. In consideration of Lender making the Loan to Borrower as evidenced by a Promissory Note in the amount of **$8,210,000.00 **dated on even date herewith ("Note"), the undersigned Guarantor(s) hereby unconditionally guaranty pay, protect, defend and save Lender harmless from and against, and hereby indemnifies Lender from and against the following “Obligations” or “Guaranteed Obligations”: (a) any costs, fees, out-of-pocket expenses, losses, liabilities and/or damages (but specifically excluding punitive damages, except to the extent payable to a third party) (collectively, “Losses”) incurred by Lender in enforcing this Guaranty, plus (b) all liability of Borrower arising under the Environmental Indemnity Agreement, plus (c) any Losses incurred by Lender arising out of (1) any material misrepresentation or fraud by Borrower or any Guarantor in connection with the Loan or the collateral, (2) any agreement by Borrower to terminate the lease set forth on Exhibit A attached hereto (the “Intuitive Health Lease”) without Lender’s prior written consent, except to the extent such termination is permitted pursuant to the terms of the Intuitive Health Lease, (3) any default by Borrower as the landlord under the Intuitive Health Lease which directly or indirectly results in the termination of the Intuitive Health Lease, (4) any release of the Tenant (as defined in Exhibit A attached hereto) from its obligations under the Intuitive Health Lease and any related lease guaranty without the Lender’s consent, except to the extent such release is permitted pursuant to the terms of the Intuitive Health Lease, (5) any consent to an assignment of the Intuitive Health Lease by Tenant without Lender’s consent, except to the extent that Landlord consent is not required pursuant to the terms of the Intuitive Health Lease any misappropriation of rents and revenues generated by the collateral in violation of the Loan Documents, any insurance or condemnation proceeds received by Borrower that are not applied in accordance with the terms of the Loan Documents, (8) [reserved]; (9) any damage to Lender’s collateral from intentional material waste by Borrower or Guarantor, or the willful or wanton act or omission of Borrower or Guarantor, (10) [reserved]], (11) distributions made by Borrower to the members of Borrower made after an Event of Default (subject to any applicable notice and cure period), (12) Borrower or any Guarantor filing for relief under the federal bankruptcy code. The term "Guarantor" shall apply to each and every Guarantor executing this Guaranty. Each Guarantor, regardless of whether they execute this Guaranty or separate or multiple Guarantees, shall be jointly and severally liable for the entire Guaranteed Obligations. Guarantor (or each Guarantor or other guarantors if more than one) is primarily liable for the Guaranteed Obligations and Lender does not have to pursue judgment, liquidation or collection of the collateral, the Borrower or any other Guarantor prior to Guarantor being liable and responsible for payment and performance of all Guaranteed Obligations. This Guaranty continues in full force and effect until the full amount of the liability hereunder has been paid by the Guarantor. 2. Default and Enforcement. (a) Lender may enforce this Guaranty against Guarantor upon Borrower’s failure to timely pay all or any portion of the Guaranteed Obligations (if applicable) or upon an Event of Default hereunder. Lender shall not be required to notify Guarantor of any Event of Default nor of Lender’s election to enforce this Guaranty. Guarantor agrees to pay all costs of enforcement and collection of said Guaranteed Obligations, including, without limitation, attorney's fees and Lender’s costs, whether or not suit is commenced in aid thereof. (b) Upon an “Event of Default” hereunder, the Guaranteed Obligations shall become immediately due and payable, without notice, and the Guarantor shall be liable for all of the Guaranteed Obligations. Guarantor’s liability is primary and Lender may collect the entire Guaranteed Obligations from Guarantor, each and every Guarantor (if more than one), Borrower, or any one or combination of them. Lender may, in its sole discretion, proceed directly against the Guarantor and collect the Guaranteed Obligations from Guarantor without first (i) pursuing any lawsuit, judgment, collection or enforcement action against the Borrower, (ii) pursuing levy,
execution, liquidation or foreclosure of any collateral that secures the Guaranteed Obligations, or (iii) pursuing any lawsuit, judgment, collection or enforcement action against any other Guarantor, and may do so without any prior demand or notice to Guarantor. The remedies provided herein and in any other Loan Document shall be cumulative and not exclusive of any remedies provided by law. No action of Lender permitted hereunder shall in any way impair or affect this Guaranty. (c) Guarantor acknowledges and agrees that Lender has made no oral representations or promises prior to or contemporaneous with the execution of this Guaranty that Lender will not strictly enforce the terms of this Guaranty. Events of Default. The occurrence of any one or more of the following shall be deemed an “Event of Default” hereunder and, subject to the applicable notice and cure rights under the Note, Lender may exercise all rights and remedies under the Loan Documents, this Guaranty, and applicable law: (a) The occurrence of any event described in Section 1 creating “Guaranteed Obligations”, (b) [reserved]; (c) [reserved]; or (d) the death of any individual Guarantor, unless the deceased Guarantor’s estate ratifies such Guarantor’s obligations within ninety (90) days after the Guarantor’s death and (i) a replacement guarantor satisfactory to Lender in its sole discretion executes a new Guaranty, or (ii) Borrower makes a principal reduction to this Note in an amount required by Lender (provided such payment shall not be subject to the prepayment premium as long as the payment is not more than the amount required by Lender), or (iii) Lender is provided with additional collateral to secure this Note that is satisfactory to Lender in its sole discretion, or (iv) substantially all of such deceased Guarantor’s assets transfer to another Guarantor or to a trust and such trust provides a Guaranty or becomes a co-Borrower. Additionally, notwithstanding anything seemingly contrary contained herein, upon the occurrence of any Event of Default, after any applicable notice and cure period, Guarantor shall be liable to Lender for, and limited to, the Guaranteed Obligations. Absolute Guaranty. This is a continuing, absolute and unconditional guaranty of payment and not of collection and shall continue in force with respect to the indebtedness until the Guaranteed Obligations are satisfied in full. However, upon receipt of written notice by Lender from the legal representative of the Guarantor of the death of the Guarantor, this Guaranty will not apply to the deceased Guarantor as to any advances made thereafter, but will remain in full force as to the indebtedness then existing against Guarantor, its estate, personal representatives, trustees, executors, successors and assigns. This Guaranty is not affected by any failure of Lender to give notice of default on the part of the Borrower, nor by extensions, renewals or modifications granted to said Borrower, nor by any acts or omissions whatsoever by Lender relative to the indebtedness of the Borrower, any Guarantor, or any collateral. This Guaranty shall continue in full force and effect and bind the undersigned notwithstanding the death, bankruptcy, or release of any co-guarantor or other party hereto. Additional Obligations. This Guaranty is to cover not only the Guaranteed Obligations, but also all costs reasonably incurred or advances made by Lender pursuant to the Guaranteed Obligations, including attorney's fees and costs incurred in enforcing the Guaranteed Obligations or in making collection against the Borrower or Guarantor as set forth in Section 1(a) of this Guaranty (and without duplication of the same). The Guaranteed Obligations which remain unpaid shall accrue interest at the same interest rate as the default rate provided in the Note. Suits for the enforcement of this Guaranty may be brought successively against one or more Guarantor(s), and Lender may compound or settle with one or more Guarantor(s) without releasing or impairing its rights against the other Guarantor(s). Consideration. All Guaranteed Obligations shall conclusively be presumed to have been created, contracted, or incurred in reliance upon this Guaranty and all dealings between Borrower and Lender shall likewise be presumed to be in reliance upon this Guaranty. Guarantor understands, acknowledges and agrees that Lender is relying on the terms of this Guaranty in making the Loan to Borrower and that the Loan would not be made without the Guarantor's agreement to unconditionally guaranty the Guaranteed Obligations in accordance with the terms and obligations set forth herein. To the extent permitted by applicable law, Guarantor hereby releases, waives, forfeits, dismisses and discharges any and all claims, counterclaims, defenses, proceedings, or charges in connection with Guarantor's obligation to perform under this Guaranty, including without limitation, (a) the right to assert that this Guaranty is not supported by adequate or sufficient consideration, (b) the right to assert that Guarantor has received no benefit from the Loan transaction, (c) the
right to claim Guarantor is not primarily obligated on the Note, or (d) any other defenses available under State or federal law. In the event this Guaranty is executed after the original date of the Note, Guarantor acknowledges and agrees to the following: (1) The Guaranty was intended to be executed on or prior to the date of the Note and disbursement of Loan funds, (2) Dating this Guaranty after the Note is not evidence that Lender would have made the Loan without this Guaranty, (3) This Guaranty remains supported by good and sufficient consideration, and (4) The parties intended for this Guaranty to be dated on or prior to the date of the Note but the delivery or logistics involved in getting Guarantor’s signature hindered, but did not defeat, such intent. Representations. Guarantor makes the following representations and warranties to Lender to induce Lender to make the Loan to Borrower: (a) All financial statements of the Guarantor delivered to Lender are true and correct in all material respects, and fairly represent in a consistent manner the financial condition of the Guarantor as of the effective date of such financial statements; (b) No material adverse change has occurred in the financial condition or prospects of the Guarantor since the effective date of the last financial statements provided to Lender, and, to Guarantor’s knowledge, no such material adverse change is imminent or anticipated; (c) Guarantor fully understands the terms of this Guaranty; (d) Guarantor has had the opportunity to review this Guaranty with counsel, (e) Guarantor is under no economic or emotional duress to sign this Guaranty; and (f) Guarantor has not filed or has had filed against it a petition for any of the following and no such filing is imminent or anticipated: (i) The appointment of a receiver of all or part of its property; (ii) The appointment of an assignee for creditors; (iii) Bankruptcy or insolvency; (iv) The liquidation or winding up of its affairs under the proceedings of any federal or state insolvency laws. Waivers. (a) Guarantor hereby waives, surrenders and agrees not to enforce any right of indemnity, reimbursement, contribution or subordination against Borrower whether by making demand, exercising rights of setoff, filing suit, filing a claim in a proceeding in any bankruptcy, insolvency, or receivership proceeding, or otherwise. Except as prohibited by applicable law, Guarantor hereby waives, surrenders and releases the right of presentment, demand, protest, notice of protest, non-payment or dishonor, want of diligence, acceptance or suit, and all other demands and notices in connection with the delivery, acceptance, performance, defaults, acceleration or enforcement of said Guaranteed Obligations or the sale, disposition, execution, or foreclosure of any collateral for the Loan, except as otherwise expressly set forth in this Guaranty. Guarantor hereby agrees to and consents that, without notice to or further assent by Guarantor, the Guaranteed Obligations may be renewed, extended, modified, pre-matured, accelerated or released by Lender, the interest rate may be increased or decreased, or additional credit extended to Borrower all as Lender may deem advisable in its sole discretion, and that any security or securities, security interests or collateral which Lender may hold or in which Lender may have an interest may be exchanged, sold, released or surrendered by it, all as it may deem advisable in its sole discretion and regardless of Borrower’s financial or other condition at the time of such action, without impairing or affecting the obligations of Guarantors hereunder in any way whatsoever. Accordingly, Guarantor hereby consents to and waives notice, either before or after maturity, of any or multiple (1) renewals, modifications, extensions, partial payments, reductions, readjustments, rearrangements, negotiations, changes in, forbearance, workout, delay, or postponements of the times or amounts, methods or places of any payments under the Note, performance of Guaranteed Obligations, or change in terms or provisions of the Loan Documents, (2) impairments in any manner of any collateral, lien or other security given by or on behalf of any person liable hereon or given by any other person against whom any such person has a right of recourse, (3) impairments in any manner of rights against prior parties liable hereon, (4) substitutions, exchanges, full or partial releases of any collateral, lien or other security, (5) addition or release or discharge of or agreements not to sue any parties or persons primarily or secondarily liable hereon. Guarantor hereby waives and releases all rights to claim Guarantor is or has the rights of a surety. Except as prohibited by applicable law, Guarantor hereby waives each of the following: (1) except as expressly set forth in this Guaranty, any and all notice of the creation, renewal, modification,
extension, or accrual of any Guaranteed Obligations, present or future, including without limitation as to the payment of the Note and specifically consents to and waives any defense by reason of extension of time for payment or other indulgence granted by Lender; (2) any and all objections to the reliance of Lender upon this Guaranty; (3) notice of the existence or creation of any Loan Document or of any of the Guaranteed Obligations; (4) promptness in making any claim or demand hereunder; (5) the loan proceeds not being applied for the purposes set forth in the Loan Documents; (6) marshaling of collateral pledged as security for the Loan or sale in inverse order of alienation; (7) any “one action” or “anti-deficiency” law or any other law which may prevent Lender from bringing any action, either judicially or by exercise of a power of sale; (8) any election of remedies by Lender which destroys or otherwise adversely affect Guarantor’s subrogation rights or Guarantor’s right to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Guaranteed Obligations; (9) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s liability from any cause whatsoever, other than payment in full in legal tender of the Guaranteed Obligations; (10) any right to claim discharge of the Guaranteed Obligations on the basis of unjustified impairment of any collateral for the Guaranteed Obligations; (11) any defenses given to guarantors at law or in equity other than actual payment and performance of the Guaranteed Obligations; (12) any forbearance by Lender; and (13) notice of advances made to Borrower from time to time under any provisions of the Loan Documents. (f) Guarantor agrees that: (1) Guarantor has established adequate means of obtaining from the Borrower on a continuing basis financial and other information pertaining to the Borrower’s affairs or business; and (2) Guarantor is now and will be familiar with the affairs, business, operations and condition of the Borrower and its assets. Guarantor hereby waives any duty on the part of Lender to disclose to Guarantor any matter relating to the affairs, business, operations or conditions (financial or other) of the Borrower and its assets now or hereafter known to Lender. With respect to the creation of any Guaranteed Obligation, the Lender need not inquire into the power or authority of the Borrower or any officer, director, partner, manager, member or agent acting or purporting to act on Borrower’s behalf, and any Guaranteed Obligations created in reliance upon the professed exercise of such power or authority shall be guaranteed hereunder. Lender shall have no obligation to disclose or discuss with Guarantor its assessment of the financial condition of Borrower. Successors. This Guaranty shall be for the benefit of Lender or for such person or entity as may from time to time be the owner and holder of the Note or the Guaranteed Obligations. This Guaranty shall be transferable and negotiable with the same force and effect and to the same extent as the Note may be transferable (but may not be transferred separate from the Note). All obligations incurred by Borrower to Lender and any loan proceeds or advances made to Borrower by Lender shall conclusively be presumed to have been created, contracted, or incurred in reliance upon this Guaranty and Guarantor expressly waives any right to assert in a legal proceeding that Lender has not relied on this Guaranty or that this Guaranty is not supported by considerations. WAIVER OF JURY TRIAL. TO THE EXTENT ALLOWED BY APPLICABLE LAW, GUARANTOR AND LENDER HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS GUARANTY, ANY DOCUMENTS CONCERNING OR SECURING THIS GUARANTY OR THE RELATIONSHIP BETWEEN GUARANTOR AND LENDER. IF THIS GUARANTY IS SUBJECT TO MISSOURI LAW, LENDER IS HEREBY GRANTED A POWER OF ATTORNEY TO FILE A COPY OF THIS GUARANTY IN ANY MISSOURI COURT PURSUANT TO §510.190 R.S. Mo., AND A COPY OF THIS GUARANTY SO FILED SHALL BE DEEMED TO CONSTITUTE THE UNDERSIGNED'S WAIVER OF TRIAL BY JURY IN ANY PROCEEDING. Governing Law, Venue and Jurisdiction. This Guaranty is intended to constitute a contract under and shall be governed by the laws of the State of Missouri. Any litigation arising hereunder or relating to the indebtedness or any extensions made to the Guarantor by Lender, or any obligation of Guarantor to Lender relating thereto, shall be subject to the jurisdiction of any state or federal courts located in the State of Missouri or the State of Indiana, as Lender may designate in its sole discretion, and in the absence of such designation the sites for jurisdiction and venue shall be in any state court located in Jackson County, Missouri or Hamilton County, Indiana. Any of the foregoing courts shall have personal jurisdiction over the Guarantor and jurisdiction over matters arising under or out of the indebtedness evidenced by this Guaranty. If the Guarantor is not then present in Missouri, Lender may obtain service of process on the Guarantor pursuant to any rule or statute governing service of process outside the State of Missouri. The Guarantor waives any and all rights to contest said jurisdiction and venue and waives any right to commence any action against Lender in any jurisdiction except the aforesaid county. 12. Security; Transfers. To the extent that any funds of Guarantor may be on deposit in accounts with Lender, Lender is hereby authorized at any time and from time to time, without prior notice to Guarantor (any such notice being expressly waived by Guarantor), to set off and apply, any and all accounts and deposits (general or special, time or demand, provisional or final) at any time held by Lender (including all accounts held jointly with another, but excluding any IRA or Keogh accounts, or any trust accounts for which a security interest would be prohibited by law), against any and all of the obligations of Guarantor due and payable under this Guaranty. Such security interest may be enforced, and such right of setoff may be exercised, by Lender irrespective of whether or not Lender shall have made any demand under this Guaranty. Lender agrees promptly to notify a Guarantor after any such setoff and application, provided that the failure to give such notice shall not affect the validity or such setoff and application. The rights of Lender under this section are in addition to other rights and remedies (including, without limitation, other rights of setoff) which Lender may have. Guarantor shall not transfer any of its (or their respective) assets, monies, real and personal property, securities, deposits, or credit balances to any asset protection trust, spendthrift trust, irrevocable trust, or other trust or entity or person without Lender’s prior written consent if such transfer is reasonably likely to cause Guarantor to fail to satisfy its obligations under this Guaranty, except (i) for any transfers permitted under the Loan Documents and (ii) if such transfer is made to another Guarantor and such transfer shall not require Lender’s prior written consent. Any such transfer in violation of the foregoing prohibition shall (i) be deemed a fraudulent transfer and shall be void as against any claims by Lender, and (ii) shall result in any such trust, entity or person being deemed to have joined in this Guaranty. 13. Bankruptcy. (a) Guarantor agrees that should Lender repay (either by reason of court order or judgment or in settlement of a controversy) to Borrower or the estate or Trustee of Borrower as a bankruptcy debtor-in-possession any sum because of a claim of a preference or for any other reason whatsoever, this Guaranty shall continue to be effective or shall (if previously deemed terminated) be reinstated, as the case may be, as if such payment had not been made or performance completed and Guarantors shall immediately reimburse Lender for any sums so repaid plus (i) interest on such sums, from the date Lender makes such payment until such payment is reimbursed in full, at the rate last charged on any of the Guaranteed Obligations, and (ii) all out-of-pocket expenses incurred by Lender in enforcing such reimbursement and in resisting such repayment. (b) Guarantor will file all claims against Borrower in any bankruptcy or other proceeding in which the filing of claims is required by law upon any indebtedness of Borrower to Guarantor and will assign to Lender all right of Guarantor thereunder. If Guarantor does not file any such claim, Lender, as attorney-in-fact for Guarantor hereby irrevocably appointed, is hereby authorized to do so in the name of Guarantor or, in Lender’s discretion, to assign the claim and to cause proof of claim to be filed in the name of Lender’s nominee. In all such cases, whether in administration, bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay to Lender the full amount thereof and, to the full extent necessary for that purpose, Guarantor hereby assigns to Lender all of Guarantor’s rights to any such payments or distributions to which Guarantor would otherwise be entitled. Guarantor waives any right to the deferral or modification of Guarantor’s obligations hereunder because of any bankruptcy or insolvency proceeding relating to Borrower or any other Guarantor. 14. Loan Request. Guarantor has requested Lender to make the Loan to Borrower and to extend credit, to permit credit to remain outstanding, and/or to give financial accommodations to Borrower,