SET OFF OR OTHER CLAIM WHICH GUARANTOR MAY HAVE AGAINST
LESSEE, TO THE EXTENT SUCH ASSERTION WILL AFFECT OR DELAY THE PAYMENT IN FULL OF
ALL AMOUNTS DUE LESSOR UNDER THIS GUARANTY; AND (D) WAIVE PRESENTMENT FOR
PAYMENT, DEMAND FOR PAYMENT, NOTICE OF NONPAYMENT OR DISHONOR, PROTEST AND
NOTICE OF PROTEST, DILIGENCE IN COLLECTION AND ANY AND ALL FORMALITIES WHICH
OTHERWISE MIGHT BE LEGALLY REQUIRED TO CHARGE GUARANTOR WITH LIABILITY.
LESSOR
SHALL HAVE NO OBLIGATION TO DISCLOSE OR DISCUSS WITH GUARANTOR ITS ASSESSMENT OF
THE FINANCIAL CONDITION OF LESSEE.
GUARANTOR AUTHORIZES LESSOR, WITHOUT NOTICE
TO, DEMAND OF, OR CONSENT FROM GUARANTOR, AND WITHOUT AFFECTING ITS LIABILITY TO
LESSOR HEREUNDER, FROM TIME TO TIME TO RENEW, EXTEND, ACCELERATE OR OTHERWISE
CHANGE THE TIME OR PLACE FOR PAYMENT OF, OR OTHERWISE CHANGE THE TERMS OF ALL,
OR ANY PART OF, THE OBLIGATIONS.
NO MODIFICATION OR WAIVER OF ANY OF THE
PROVISIONS OF THIS GUARANTY SHALL BE BINDING UPON LESSOR, EXCEPT AS EXPRESSLY
SET FORTH IN A WRITING DULY SIGNED AND DELIVERED BY LESSOR.
5.
THIS GUARANTY IS A PRESENT AND
CONTINUING GUARANTY OF PERFORMANCE AND PAYMENT AND NOT OF COLLECTION.
THIS
GUARANTY IS, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 2, ABSOLUTE AND
UNCONDITIONAL.
GUARANTOR AGREES THAT THIS GUARANTY MAY BE ENFORCED BY LESSOR
WITHOUT THE NECESSITY AT ANY TIME OF RESORTING TO OR EXHAUSTING ANY OTHER
SECURITY OR COLLATERAL GIVEN IN CONNECTION HEREWITH OR WITH THE LEASE.
GUARANTOR HEREBY WAIVES ANY RIGHT TO REQUIRE LESSOR TO JOIN LESSEE IN ANY ACTION
BROUGHT HEREUNDER OR TO COMMENCE ANY ACTION AGAINST OR OBTAIN ANY JUDGMENT
AGAINST LESSEE.
GUARANTOR FURTHER AGREES THAT, SUBJECT TO SECTION 2, NOTHING
CONTAINED HEREIN OR OTHERWISE SHALL PREVENT LESSOR FROM PURSUING CONCURRENTLY OR
SUCCESSIVELY ALL RIGHTS AND REMEDIES AVAILABLE TO IT AT LAW AND/OR IN EQUITY OR
UNDER THE LEASE, AND THE EXERCISE OF ANY OF ITS RIGHTS OR THE COMPLETION OF ANY
OF ITS REMEDIES SHALL NOT CONSTITUTE A DISCHARGE OF GUARANTOR'S OBLIGATIONS AS
REQUIRED PURSUANT TO THIS GUARANTY, EXCEPT TO THE EXTENT SUCH REMEDIES
CONSTITUTE A DISCHARGE OF LESSEE'S OBLIGATIONS UNDER THE LEASE.
6.
NONE OF GUARANTOR'S OBLIGATIONS UNDER
THIS GUARANTY OR ANY REMEDY FOR THE ENFORCEMENT THEREOF SHALL BE IMPAIRED,
MODIFIED, CHANGED OR RELEASED IN ANY MANNER WHATSOEVER BY ANY IMPAIRMENT,
MODIFICATION, CHANGE, RELEASE OR LIMITATION OF THE LIABILITY OF LESSEE BY REASON
OF THE BANKRUPTCY OF LESSEE OR BY REASON OF ANY CREDITOR OR BANKRUPTCY
PROCEEDING INSTITUTED BY OR AGAINST LESSEE.
7.
IN THE EVENT LESSOR SHALL ASSIGN ITS
RIGHTS UNDER THE LEASE (IF PERMITTED PURSUANT TO THE TERMS THEREOF) OR THIS
GUARANTY TO ANY THIRD PARTY, GUARANTOR WILL ACCORD FULL RECOGNITION THERETO AND
AGREE THAT ALL RIGHTS AND REMEDIES OF LESSOR OR SUCH ASSIGNEE SHALL BE
ENFORCEABLE AGAINST GUARANTOR BY SUCH ASSIGNEE WITH THE SAME FORCE AND EFFECT
AND TO THE SAME EXTENT AS WOULD HAVE BEEN ENFORCEABLE BY LESSOR BUT FOR SUCH
ASSIGNMENT.
2
8.
IF GUARANTOR IS DETERMINED BY A COURT
OF COMPETENT JURISDICTION TO HAVE BREACHED THE TERMS OF THIS