BY ANY OF
THE FOLLOWING:
(I)
ANY INSOLVENCY, BANKRUPTCY, LIQUIDATION,
REORGANIZATION, READJUSTMENT, COMPOSITION, DISSOLUTION, RECEIVERSHIP,
CONSERVATORSHIP, WINDING UP OR OTHER SIMILAR PROCEEDING INVOLVING OR AFFECTING
BORROWER, THE PROPERTY (AS DEFINED IN THE NOTE) OR ANY PART THEREOF, GUARANTOR
OR ANY OTHER PERSON;
(II)
ANY FAILURE BY LENDER OR ANY OTHER PERSON, WHETHER
OR NOT WITHOUT FAULT ON ITS PART, TO PERFORM OR COMPLY WITH ANY OF THE TERMS OF
THE NOTE OR FEE LETTER, OR ANY DOCUMENT OR INSTRUMENT RELATING THERETO;
(III)
THE SALE, TRANSFER OR CONVEYANCE OF THE PROPERTY OR
ANY INTEREST THEREIN TO ANY PERSON, WHETHER NOW OR HEREAFTER HAVING OR ACQUIRING
AN INTEREST IN THE PROPERTY OR ANY INTEREST THEREIN AND WHETHER OR NOT PURSUANT
TO ANY FORECLOSURE, TRUSTEE SALE OR SIMILAR PROCEEDING AGAINST BORROWER OR THE
PROPERTY OR ANY INTEREST THEREIN;
(IV)
THE CONVEYANCE TO LENDER, ANY AFFILIATE OF LENDER OR
LENDER'S NOMINEE OF THE PROPERTY OR ANY INTEREST THEREIN BY A DEED-IN-LIEU OF
FORECLOSURE;
(V)
THE RELEASE OF BORROWER OR ANY OTHER PERSON FROM THE
PERFORMANCE OR OBSERVANCE OF ANY OF THE AGREEMENTS, COVENANTS, TERMS OR
CONDITIONS CONTAINED IN EITHER THE NOTE OR THE FEE LETTER BY OPERATION OF LAW OR
OTHERWISE; OR
(VI)
THE RELEASE IN WHOLE OR IN PART OF ANY COLLATERAL FOR
ANY OR ALL GUARANTEED OBLIGATIONS OR FOR THE LOAN OR ANY PORTION THEREOF.
(C)
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN
THIS GUARANTY, GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES ALL DEFENSES IN
AN ACTION BROUGHT BY LENDER TO ENFORCE THIS GUARANTY BASED ON CLAIMS OF WAIVER,
RELEASE, SURRENDER, ALTERATION OR COMPROMISE AND ALL SETOFFS, REDUCTIONS, OR
IMPAIRMENTS, WHETHER ARISING HEREUNDER OR OTHERWISE.
(D)
LENDER MAY DEAL WITH BORROWER AND AFFILIATES OF
BORROWER IN THE SAME MANNER AND AS FREELY AS IF THIS GUARANTY DID NOT EXIST AND
SHALL BE ENTITLED, AMONG OTHER THINGS, TO GRANT BORROWER OR ANY OTHER PERSON
SUCH EXTENSION OR EXTENSIONS OF TIME TO PERFORM ANY ACT OR ACTS AS MAY BE DEEMED
ADVISABLE BY LENDER, AT ANY TIME AND FROM TIME TO TIME, WITHOUT TERMINATING,
AFFECTING OR IMPAIRING THE VALIDITY OF THIS GUARANTY OR THE OBLIGATIONS OF
GUARANTOR HEREUNDER.
(E)
NO COMPROMISE, ALTERATION, AMENDMENT,
MODIFICATION, EXTENSION, RENEWAL, RELEASE OR OTHER CHANGE OF, OR WAIVER,
CONSENT, DELAY, OMISSION, FAILURE TO ACT OR OTHER ACTION WITH RESPECT TO, ANY
LIABILITY OR OBLIGATION UNDER OR WITH RESPECT TO, OR OF ANY OF THE TERMS,
COVENANTS OR CONDITIONS OF, THE NOTE OR THE FEE LETTER SHALL IN ANY WAY ALTER,
IMPAIR OR AFFECT ANY OF THE OBLIGATIONS OF GUARANTOR HEREUNDER, AND GUARANTOR
AGREES THAT IF EITHER THE NOTE OR THE FEE LETTER ARE MODIFIED WITH LENDER'S
CONSENT, THE GUARANTEED OBLIGATIONS SHALL AUTOMATICALLY BE DEEMED MODIFIED TO
INCLUDE SUCH MODIFICATIONS.
4
(F)
LENDER MAY PROCEED TO PROTECT AND ENFORCE ANY
OR ALL OF ITS RIGHTS UNDER THIS GUARANTY BY SUIT IN EQUITY OR ACTION AT LAW,
WHETHER FOR THE SPECIFIC PERFORMANCE OF ANY COVENANTS OR AGREEMENTS CONTAINED IN
THIS GUARANTY OR OTHERWISE, OR TO TAKE ANY ACTION AUTHORIZED OR PERMITTED UNDER