ASSIGNMENT BY LANDLORD OF THE
PREMISES, THIS GUARANTY, AND/OR THE LEASE (INCLUDING ANY ASSIGNMENT BY LANDLORD
TO ANY MORTGAGEE CONSISTENT WITH THE PROVISIONS OF PARAGRAPH 10 OF THIS
GUARANTY);
(P)
ANY DEFAULT BY TENANT UNDER THE LEASE OR ANY
RIGHT OF SETOFF, COUNTERCLAIM OR DEFENSE (OTHER THAN PAYMENT IN FULL OF THE
MONETARY OBLIGATIONS IN ACCORDANCE WITH THE TERMS OF THE LEASE) THAT GUARANTOR
MAY OR MIGHT HAVE TO ITS RESPECTIVE UNDERTAKING, LIABILITIES, AND OBLIGATIONS
HEREUNDER, EACH AND EVERY SUCH DEFENSE BEING HEREBY WAIVED BY GUARANTOR; OR
(Q)
TO THE EXTENT PERMITTED BY LAW, ANY OTHER
OCCURRENCE, CIRCUMSTANCE, HAPPENING OR EVENT, WHETHER SIMILAR OR DISSIMILAR TO
THE FOREGOING AND WHETHER FORESEEN OR UNFORESEEN, WHICH OTHERWISE MIGHT
CONSTITUTE A LEGAL OR EQUITABLE DEFENSE OR DISCHARGE OF THE LIABILITIES OF A
GUARANTOR OR SURETY OR WHICH OTHERWISE MIGHT LIMIT RECOURSE AGAINST TENANT OR
GUARANTOR.
5.
WAIVERS.
GUARANTOR IRREVOCABLY WAIVES
(I) NOTICE OF ACCEPTANCE OF THIS GUARANTY BY THE LANDLORD AND ANY AND ALL
NOTICES AND DEMANDS OF EVERY KIND THAT MAY BE REQUIRED TO BE GIVEN BY ANY
STATUTE OR RULE OR LAW, (II) ANY DEFENSE ARISING BY REASON OF ANY DISABILITY OR
OTHER DEFENSE OF TENANT, (III) PRESENTMENT, DEMAND, NOTICE OF DISHONOR, PROTEST
AND ALL OTHER NOTICES WHATSOEVER, (IV) ANY RIGHT TO PARTICIPATE IN ANY SECURITY
NOW OR HEREAFTER HELD BY LANDLORD, (V) ANY RIGHT TO ENFORCE REMEDIES LANDLORD
NOW HAS, OR LATER MAY HAVE, AGAINST TENANT, GUARANTOR, OR ANY OTHER PARTY, (VI)
DILIGENCE IN COLLECTION OR PROTECTION OF OR REALIZATION UPON ANY OBLIGATION
HEREUNDER, OR ANY SECURITY FOR OR GUARANTY OF ANY OF THE FOREGOING, AND ANY AND
ALL FORMALITIES THAT OTHERWISE MIGHT BE LEGALLY REQUIRED TO CHARGE TENANT,
GUARANTOR, OR ANY OTHER PARTY WITH LIABILITY, (VII) ANY RIGHT TO REQUIRE
LANDLORD TO PROCEED AGAINST TENANT OR ANY OTHER PERSON AT ANY TIME OR TO PROCEED
AGAINST OR EXHAUST ANY SECURITY HELD BY LANDLORD AT ANY TIME OR TO PURSUE OR
EXHAUST ANY OTHER REMEDY WHATSOEVER AT ANY TIME, (VIII) THE DEFENSE OF ANY
STATUTE OF LIMITATIONS AFFECTING THE LIABILITY OF GUARANTOR HEREUNDER OR THE
ENFORCEMENT THEREOF, TO THE EXTENT PERMITTED BY LAW, (IX) ANY DEFENSE ARISING BY
REASON OF ANY INVALIDITY OR UNENFORCEABILITY OF THE LEASE, OR ANY DEFENSE OF
TENANT, OR ANY DISABILITY OF TENANT, OR BY ANY CESSATION OF THE LIABILITY OF
TENANT FROM ANY CAUSE WHATSOEVER, (X) ANY DUTY OF LANDLORD TO ADVISE GUARANTOR
OF ANY INFORMATION KNOWN TO LANDLORD REGARDING ANY AND ALL FAVORABLE OR
UNFAVORABLE INFORMATION, FINANCIAL OR OTHERWISE, ABOUT THE PREMISES LEARNED OR
ACQUIRED BY LANDLORD AT ANY TIME (IT IS AGREED THAT GUARANTOR ASSUMES THE
RESPONSIBILITY FOR BEING AND KEEPING INFORMED REGARDING SUCH INFORMATION), (XI)
ALL RIGHTS AT LAW OR IN EQUITY TO SEEK SUBROGATION, CONTRIBUTION,
INDEMNIFICATION OR ANY OTHER FORM OF REIMBURSEMENT OR REPAYMENT FROM TENANT OR
ANY OTHER PERSON OR ENTITY NOW OR HEREAFTER PRIMARILY OR SECONDARILY LIABLE FOR
ANY OF TENANT'S OBLIGATIONS FOR ANY DISBURSEMENTS MADE BY GUARANTOR UNDER OR IN
CONNECTION WITH THIS GUARANTY AND FURTHER AGREES THAT