OR REFRAIN FROM EXERCISING ANY
RIGHTS AGAINST FLE BORROWER OR ANY OTHER PERSON OR ENTITY (INCLUDING GUARANTOR)
OR OTHERWISE ACT OR REFRAIN FROM ACTING;
SETTLE OR COMPROMISE ANY OF THE
GUARANTEED OBLIGATIONS, ANY SECURITY THEREFOR OR ANY LIABILITY (INCLUDING ANY OF
THOSE HEREUNDER) INCURRED DIRECTLY OR INDIRECTLY IN RESPECT THEREOF OR HEREOF,
AND MAY SUBORDINATE THE PAYMENT OF ALL OR ANY PART THEREOF TO THE PAYMENT OF ANY
LIABILITY (WHETHER DUE OR NOT) OF FLE BORROWER TO THE CREDITORS OF FLE BORROWER
(INCLUDING LENDER);
(4)
APPLY ANY SUMS BY WHOMSOEVER PAID OR
HOWSOEVER REALIZED TO ANY LIABILITY OR LIABILITIES OF FLE BORROWER TO LENDER
REGARDLESS OF WHAT LIABILITY OR LIABILITIES OF FLE BORROWER REMAIN UNPAID;
AND/OR
(5)
CONSENT TO OR WAIVE ANY BREACH OF, OR ANY
ACT, OMISSION OR DEFAULT UNDER, OR MODIFY OR AMEND ANY PROVISIONS OF, THE LOAN
DOCUMENTS.
3
(b)
Waiver of Defenses.
Except to the extent
required by law which cannot be waived, Guarantor further hereby waives and
agrees not to assert or take advantage of any defense based upon:
(1)
THE INCAPACITY, LACK OF AUTHORITY, DEATH OR
DISABILITY OF FLE BORROWER OR ANY OTHER PERSON OR ENTITY;
(2)
THE FAILURE OF LENDER TO COMMENCE AN ACTION
AGAINST FLE BORROWER OR TO PROCEED AGAINST OR EXHAUST ANY SECURITY HELD BY
LENDER AT ANY TIME, OR TO PURSUE ANY OTHER REMEDY WHATSOEVER AT ANYTIME;
(3)
ANY DUTY ON THE PART OF LENDER TO DISCLOSE
TO GUARANTOR ANY FACTS LENDER MAY NOW OR HEREAFTER KNOW REGARDING FLE BORROWER,
REGARDLESS OF WHETHER LENDER HAS REASON TO BELIEVE (A) THAT ANY SUCH FACTS
MATERIALLY INCREASE THE RISK BEYOND THAT WHICH GUARANTOR INTENDS TO ASSUME, OR
(B) THAT SUCH FACTS ARE UNKNOWN TO GUARANTOR, GUARANTOR ACKNOWLEDGING THAT HE,
SHE OR IT IS FULLY RESPONSIBLE FOR BEING AND KEEPING INFORMED OF THE FINANCIAL
CONDITION AND AFFAIRS OF FLE BORROWER;
(4)
LACK OF NOTICE OF DEFAULT, DEMAND OF
PERFORMANCE OR NOTICE OF ACCELERATION TO FLE BORROWER OR ANY OTHER PARTY WITH
RESPECT TO THE LOAN OR FLE BORROWER'S OBLIGATIONS GUARANTIED HEREBY;
(5)
THE CONSIDERATION FOR THIS GUARANTY;
(6)
THE REVOCATION OR REPUDIATION HEREOF BY
GUARANTOR OR THE REVOCATION OR REPUDIATION OF ANY OF THE LOAN DOCUMENTS BY FLE
BORROWER OR ANY OTHER PERSON;
(7)
THE UNENFORCEABILITY IN WHOLE OR IN PART OF
THE LOAN DOCUMENTS;
(8)
ANY ACTS OR OMISSIONS OF LENDER WHICH VARY,
INCREASE OR DECREASE THE RISK ON GUARANTOR;
(9)
ANY RIGHTS OR DEFENSES BASED UPON AN OFFSET
BY GUARANTOR AGAINST ANY OBLIGATION NOW OR HEREAFTER OWED TO GUARANTOR BY FLE
BORROWER;
(10)
ANY STATUTE OF LIMITATIONS AFFECTING THE
LIABILITY OF GUARANTOR HEREUNDER, THE LIABILITY OF FLE BORROWER OR ANY GUARANTOR
UNDER THE LOAN DOCUMENTS OR THE ENFORCEMENT HEREOF, TO THE EXTENT PERMITTED BY
LAW, INCLUDING WITHOUT LIMITATION ANY RIGHTS UNDER SECTION 359.5 OF THE CODE OF
CIVIL PROCEDURE ("CCP");
(11)
THE APPLICATION BY FLE BORROWER OF THE PROCEEDS
OF THE LOAN FOR PURPOSES OTHER THAN THE PURPOSES REPRESENTED BY FLE BORROWER TO
LENDER AND GUARANTOR OR INTENDED OR UNDERSTOOD