Guarantee
This
Guarantee is made as of June 12, 2007, by Security National
Financial
Corporation, a Utah
corporation
("Guarantor"),
to Zions First
National Bank
("Lender"), as an
inducement to Lender to enter into a Loan Agreement with and
to loan monies to Security National Life Insurance Company, a Utah corporation
("Borrower").
Lender, Borrower, and
Guarantor are entering into a Loan Agreement of even
date herewith (the "Loan Agreement") pursuant to which Lender has
agreed to make
a loan to Borrower
evidenced by a
Promissory Note in the
original principal
amount of Forty Million Dollars ($40,000,000.00).
For
good and valuable consideration, receipt of which is hereby
acknowledged, Guarantor agrees as follows:
1.
Definitions. Except as
otherwise provided herein, terms defined in the
Loan Agreement shall
have the same meanings when used herein. Terms defined in
the singular shall have the same meaning when used in the plural
and vice versa.
As used herein, the term:
"Collateral" includes,
in addition to the meaning set forth in the
Loan
Agreement, any other
collateral for the Indebtedness which may be taken in the
future.
"Guarantee" includes,
in addition to the meaning set forth in the Loan
Agreement, any other guarantee of the Indebtedness, now existing or
given in the
future.
"Guarantor" includes,
in addition to the meaning set forth in the Loan
Agreement, any other person or entity who guarantees the
Indebtedness, now or in
the future.
"Indebtedness" means all liabilities, obligations, and indebtedness
of
Borrower arising under the Loan Documents, including the Promissory
Note and
including all costs and expenses, including reasonable attorneys
fees and legal
expenses, for which Borrower is liable under the Loan
Documents.
2. Guarantee. Guarantor absolutely and unconditionally guarantees
to Lender that
Borrower shall promptly and fully perform, pay and discharge the
Indebtedness.
If Borrower fails to pay any Indebtedness promptly as the same
becomes due,
Guarantor agrees to pay the Indebtedness on demand.
3. Guarantee Unconditional. This Guarantee is an absolute and
unconditional
guarantee of payment and not of collectability. The liability of
Guarantor
hereunder is not conditional or contingent upon the genuineness,
validity, or
enforceability of the Indebtedness or any of the Loan Documents or
the value or
sufficiency of any Collateral.
4.
Agreement to Pay Attorneys Fees. Guarantor agrees to pay all
collection
costs, including
reasonable
attorneys fees and legal expenses, incurred by
Lender in enforcing this Guarantee.
Guarantor agrees to
pay all expenses,
including attorneys
fees and legal
expenses, incurred by Lender in any bankruptcy proceedings of any
type involving
Guarantor, including,
without limitation, expenses incurred in modifying or
lifting the
automatic stay, determining adequate protection, use of cash
collateral, or relating to any plan of reorganization.
5.
Waiver by Guarantor. Guarantor expressly and absolutely, without
affecting the liability of Guarantor hereunder:
a. Waives notice of acceptance of this Guarantee, the offer of
guarantee contemplated by this Guarantee, or any other notice which may
be
required relative to the acceptance of this Guarantee;
b. Waives demand, protest, notice of dishonor or nonpayment or
presentment for payment of the Promissory Note or any other
evidence of the
Indebtedness;
c. Waives notice of transactions which have occurred under or
relating
to
or affecting this Guarantee;
d. Waives notice of any adverse change in the condition,
financial or
otherwise, of
Borrower or any Guarantor, any change concerning any
Collateral, or
of any other fact which might materially increase
Guarantor's risk, whether or not Lender has knowledge of the
same;
e. Waives any right to require Lender to (i) proceed against
Borrower
by
suit or otherwise, (ii) foreclose, proceed against, liquidate or
exhaust
any
Collateral, or (iii)
exercise, pursue or enforce any right or
remedy
Lender may have against Borrower, any Collateral, any Guarantor, any other
person or entity, or otherwise, prior to proceeding against
Guarantor; and
6.
Consent to Lender's Acts. Guarantor hereby authorizes and consents to
Lender at any time and from time to time, without notice or further
consent of
Guarantor, doing the
following and Guarantor agrees that the liability of
Guarantor shall not be released or affected by:
a. The taking
or accepting, or the failure by Lender to take or
accept, any other Collateral or Guarantee for the Indebtedness;
b. Any modifications,
amendments, extensions, renewals, replacements,
or
termination of any of the Loan Documents, to the granting of any other
credit, and to the acceleration of maturity of the
Indebtedness;
c. Any complete
or partial release, substitution, subordination,
impairment, loss,
compromise,
or other modification
of any Collateral or
any
Guarantee;
d. The complete or partial release or substitution of
Borrower or any
Guarantor;
e. Any renewal, extension, modification, replacement, acceleration,
consolidation, adjustment, indulgence, forbearance, waiver or
compromise of
the
payment of any part or all of the Indebtedness, or any liability of
any
Guarantor, or
the performance of any covenant contained in the Loan
Documents;
f. Any neglect, delay, omission, failure, or refusal of Lender to
take
or
prosecute any action for the collection of the Indebtedness or any part
thereof, or for
the enforcement of any provision of any of the Loan
Documents, or
any action in connection with any Collateral or any
Guarantee, including,
without limitation, the failure of Lender to perfect
any
security interest in any Collateral;
g. Any increase or decrease in the rate of interest on the
Indebtedness;
h. Acceptance of any partial and/or late payments on the
Indebtedness;
i. Application
of payments by, or
recoveries from,
Borrower or any
Guarantor, or any sums realized from any Collateral, in such manner and in
such
order of priority as Lender deems proper, w
