THIS GUARANTY, AND THE COVENANTS AND WAIVERS CONTAINED HEREIN, WILL REMAIN IN
EFFECT UNTIL ALL OBLIGATIONS HAVE BEEN SATISFIED.
2.
IN THE EVENT OF ANY DEFAULT BY LESSEE IN PERFORMANCE OF THE
OBLIGATIONS, AS AFORESAID, GUARANTOR AGREES, ON DEMAND BY LESSOR IN THE MANNER
PROVIDED BELOW IN SECTION 3, TO PERFORM ALL THE OBLIGATIONS AS ARE THEN OR
THEREAFTER TO BE PERFORMED UNDER THE TERMS OF THE LEASE.
THE PARTIES AGREE THAT
(A) GUARANTOR'S OBLIGATIONS UNDER THIS GUARANTY SHALL BE SUBJECT TO THE
LIMITATIONS, EXCLUSIONS AND EXCULPATIONS OF LIABILITY SET FORTH IN THE LEASE,
(B) EXCEPT AS PROVIDED SECTION 6, BELOW, GUARANTOR MAY ASSERT ANY AND ALL
DEFENSES, SET-OFFS, OR COUNTERCLAIMS OF ANY KIND AVAILABLE TO LESSEE SO AS TO
DENY PAYMENT RELATED TO THIS GUARANTY INCLUDING, WITHOUT LIMITATION, ANY SUCH
RIGHTS ACQUIRED BY GUARANTOR THROUGH SUBROGATION, ASSIGNMENT, OR OTHERWISE AND
(C) THE OBLIGATIONS OF GUARANTOR HEREUNDER ARE DEPENDENT UPON LESSOR'S
PERFORMANCE OF ITS OBLIGATIONS UNDER THE LEASE.
3.
LESSOR SHALL MAKE ITS DEMAND FOR PAYMENT HEREUNDER BY DELIVERING
TO GUARANTOR A WRITTEN NOTICE WHICH: (I) STATES THAT IT IS A DEMAND REQUIRED
UNDER THIS GUARANTY FOR PAYMENT OF ONE OR MORE OF THE OBLIGATIONS, (II) SETS
FORTH THE AMOUNT AND THE BASIS FOR SUCH DEMAND, AND (III) IS SIGNED BY AN
AUTHORIZED OFFICER OF LESSOR.
SUBJECT TO THE
ASSERTION OF ANY RIGHTS IT HAS AS REFERENCED IN SECTION 2, GUARANTOR SHALL MAKE
PAYMENT TO LESSOR OF THE AMOUNT SPECIFIED IN THE WRITTEN DEMAND REFERENCED IN
THE PRECEDING SENTENCE IN IMMEDIATELY AVAILABLE FUNDS NOT LATER THAN THIRTY (30)
DAYS AFTER THE DELIVERY OF THAT WRITTEN DEMAND.
4.
GUARANTOR DOES HEREBY (A) WAIVE NOTICE OF ACCEPTANCE OF THIS
GUARANTY BY LESSOR; (B) WAIVE ANY NOTICES OR DEMANDS THAT ARE NOT REQUIRED BY
THIS GUARANTY OR THE LEASE; (C) AGREE NOT TO ASSERT ANY DEFENSE, RIGHT OF 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