OFFSET AMOUNT,
THE TAX AND INSURANCE RESERVE OFFSET AMOUNT, AND/OR THE CAPITAL RESERVE OFFSET
AMOUNT MAY BE ADJUSTED AS PROVIDED IN THE LOAN AGREEMENT (WHETHER INCREASED
AND/OR DECREASED, ALL AS MORE SPECIFICALLY SET FORTH THEREIN) ONE OR MORE TIMES,
FROM TIME TO TIME WHILE THE LOAN IS OUTSTANDING, AND SUCH ADJUSTMENTS WILL
RESULT IN CORRESPONDING INCREASES AND/OR DECREASES IN THE GUARANTY LIMIT AMOUNT,
ALL IN ACCORDANCE WITH, AND SUBJECT TO, THE APPLICABLE TERMS AND PROVISIONS SET
FORTH IN THE LOAN AGREEMENT.
2.
GUARANTY AND AGREEMENT.
(A)
GUARANTOR HEREBY IRREVOCABLY, ABSOLUTELY AND UNCONDITIONALLY
GUARANTEES TO LENDER THE FULL, PROMPT AND COMPLETE PAYMENT AND PERFORMANCE WHEN
DUE OF THE GUARANTEED OBLIGATIONS. IN ADDITION TO AND WITHOUT LIMITING THE
FOREGOING, GUARANTOR HEREBY AGREES TO PAY TO LENDER, UPON LENDER'S DEMAND
FOLLOWING THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, AN
AMOUNT EQUAL TO THE GUARANTY LIMIT AMOUNT AS OF THE DATE OF PAYMENT THEREOF,
SUCH GUARANTY LIMIT AMOUNT TO BE PAID FROM SEPARATE FUNDS OF GUARANTOR AND NOT
FROM POST-DEFAULT CASH FLOW FROM THE PROPERTY.
(B)
ALL SUMS PAYABLE TO LENDER UNDER THIS GUARANTY SHALL BE PAYABLE ON
DEMAND AND WITHOUT REDUCTION FOR ANY OFFSET, CLAIM, COUNTERCLAIM OR DEFENSE.
(C)
GUARANTOR HEREBY AGREES TO INDEMNIFY, DEFEND AND SAVE HARMLESS
LENDER FROM AND AGAINST ANY AND ALL COSTS, LOSSES, LIABILITIES, CLAIMS, CAUSES
OF ACTION, EXPENSES AND DAMAGES, INCLUDING REASONABLE ATTORNEYS' FEES AND
DISBURSEMENTS, WHICH LENDER MAY SUFFER OR WHICH OTHERWISE MAY ARISE BY REASON OF
BORROWER'S FAILURE TO PAY ANY OF THE GUARANTEED OBLIGATIONS WHEN DUE,
IRRESPECTIVE OF WHETHER SUCH COSTS, LOSSES, LIABILITIES, CLAIMS, CAUSES OF
ACTION, EXPENSES OR DAMAGES ARE INCURRED BY LENDER PRIOR OR SUBSEQUENT TO
(I) LENDER'S DECLARING THE PRINCIPAL, INTEREST AND OTHER SUMS EVIDENCED OR
SECURED BY THE LOAN DOCUMENTS TO BE DUE AND PAYABLE, (II) THE COMMENCEMENT OR
COMPLETION OF A JUDICIAL OR NON-JUDICIAL FORECLOSURE OF THE MORTGAGE OR
(III) THE CONVEYANCE OF ALL OR ANY PORTION OF THE PROPERTY BY DEED-IN-LIEU OF
FORECLOSURE.
(D)
GUARANTOR AGREES THAT NO PORTION OF ANY SUMS APPLIED (OTHER THAN
SUMS RECEIVED FROM GUARANTOR IN FULL OR PARTIAL SATISFACTION OF ITS OBLIGATIONS
HEREUNDER), FROM TIME TO TIME, IN REDUCTION OF THE DEBT SHALL BE DEEMED TO HAVE
BEEN APPLIED IN REDUCTION OF THE GUARANTEED OBLIGATIONS UNTIL SUCH TIME AS THE
DEBT HAS BEEN PAID IN FULL, OR GUARANTOR SHALL HAVE MADE THE FULL PAYMENT
REQUIRED HEREUNDER, IT BEING THE INTENTION HEREOF THAT THE GUARANTEED
OBLIGATIONS SHALL BE THE LAST PORTION OF THE DEBT TO BE DEEMED SATISFIED.
2
3.
REPRESENTATIONS AND WARRANTIES. GUARANTOR HEREBY REPRESENTS AND
WARRANTS TO LENDER AS FOLLOWS (WHICH REPRESENTATIONS AND WARRANTIES SHALL BE
GIVEN AS OF THE DATE HEREOF AND SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS
GUARANTY):
(A)
ORGANIZATION, AUTHORITY AND EXECUTION. GUARANTOR IS A CORPORATION
DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE
STATE OF MARYLAND, AND HAS ALL NECESSARY POWER AND AUTHORITY TO OWN ITS
PROPERTIES AND TO CONDUCT ITS BUSINESS AS PRESENTLY CONDUCTED OR PROPOSED