CHANGE IN BORROWER'S
FINANCIAL CONDITION AND ANY OTHER FACT THAT MIGHT MATERIALLY INCREASE THE RISK
TO GUARANTOR), ALL OF WHICH GUARANTOR HEREBY EXPRESSLY WAIVES. GUARANTOR HEREBY
EXPRESSLY AGREES THAT THE VALIDITY OF THIS AGREEMENT AND THE OBLIGATIONS OF
GUARANTOR HEREUNDER SHALL IN NO WAY BE TERMINATED, AFFECTED, DIMINISHED,
MODIFIED OR IMPAIRED BY REASON OF THE ASSERTION OF OR THE FAILURE TO ASSERT BY
AGENT AGAINST BORROWER, OR ITS SUCCESSORS OR ASSIGNS, ANY OF THE RIGHTS OR
REMEDIES RESERVED TO AGENT PURSUANT TO THE PROVISIONS OF THE LOAN AGREEMENT, THE
NOTE, THE MORTGAGES OR ANY OTHER LOAN DOCUMENTS.
4.
GUARANTOR WAIVES, AND COVENANTS AND AGREES THAT IT WILL NOT AT
ANY TIME INSIST UPON, PLEAD OR IN ANY MANNER WHATSOEVER CLAIM OR TAKE THE
BENEFIT OR ADVANTAGE OF, ANY AND ALL APPRAISAL, VALUATION, STAY, EXTENSION,
MARSHALING-OF-ASSETS OR REDEMPTION LAWS, OR RIGHT OF HOMESTEAD OR EXEMPTION,
WHETHER NOW OR AT ANY TIME HEREAFTER IN FORCE, THAT MAY DELAY, PREVENT OR
OTHERWISE AFFECT THE PERFORMANCE BY GUARANTOR OF ITS OBLIGATIONS UNDER, OR THE
ENFORCEMENT BY AGENT OF, THIS AGREEMENT. GUARANTOR FURTHER COVENANTS AND AGREES
NOT TO SET UP OR CLAIM ANY DEFENSE, COUNTERCLAIM, CROSS-CLAIM, OFFSET, SET-OFF,
RIGHT OF RECOUPMENT, OR OTHER OBJECTION OF ANY KIND TO ANY ACTION, SUIT OR
PROCEEDING IN LAW, EQUITY OR OTHERWISE, OR TO ANY DEMAND OR CLAIM THAT MAY BE
INSTITUTED OR MADE BY AGENT HEREUNDER OTHER THAN THE DEFENSE OF THE ACTUAL
TIMELY PERFORMANCE OF GUARANTOR'S OBLIGATIONS HEREUNDER. GUARANTOR REPRESENTS,
WARRANTS AND AGREES THAT, AS OF THE DATE HEREOF, ITS OBLIGATIONS UNDER THIS
AGREEMENT ARE NOT SUBJECT TO ANY COUNTERCLAIMS, CROSS-CLAIMS, RIGHTS OF
RECOUPMENT, OFFSETS OR AFFIRMATIVE OR OTHER DEFENSES OF ANY KIND AGAINST AGENT.
5.
GUARANTOR AGREES THAT ANY NOTICE OR DIRECTIVE GIVEN AT ANY TIME
BY GUARANTOR TO AGENT THAT IS INCONSISTENT WITH ANY WAIVER CONTAINED IN THIS
AGREEMENT SHALL BE VOID AND MAY BE IGNORED BY AGENT, AND, IN ADDITION, MAY NOT
BE PLEADED OR INTRODUCED AS EVIDENCE IN ANY LITIGATION RELATING TO THIS
AGREEMENT FOR THE REASON THAT SUCH PLEADING OR INTRODUCTION WOULD BE AT VARIANCE
WITH THE WRITTEN TERMS OF THIS AGREEMENT, UNLESS AGENT HAS SPECIFICALLY AGREED
OTHERWISE IN A WRITING, SIGNED BY A DULY AUTHORIZED OFFICER. GUARANTOR
SPECIFICALLY ACKNOWLEDGES AND AGREES THAT THE FOREGOING WAIVERS ARE OF THE
ESSENCE OF THE LOAN TRANSACTION AND THAT, BUT FOR THIS AGREEMENT AND SUCH
WAIVERS, AGENT WOULD NOT MAKE THE LOAN TO BORROWER.
6.
THE PROVISIONS OF THIS AGREEMENT ARE FOR THE BENEFIT OF AGENT AND
ITS SUCCESSORS AND ASSIGNS, AND NOTHING HEREIN CONTAINED SHALL IMPAIR, AS
BETWEEN BORROWER AND AGENT, THE OBLIGATIONS OF BORROWER UNDER THE LOAN
AGREEMENT, THE NOTE, THE MORTGAGES OR ANY OF THE OTHER LOAN DOCUMENTS.
6
7.
THIS AGREEMENT SHALL BE A CONTINUING
GUARANTY AND THE LIABILITY OF GUARANTOR HEREUNDER SHALL IN NO WAY BE TERMINATED,
AFFECTED, MODIFIED, IMPAIRED OR DIMINISHED (TO THE EXTENT PERMITTED BY LAW) BY
REASON OF THE HAPPENING, FROM TIME TO TIME, OF ANY OF THE FOLLOWING, ALTHOUGH
WITHOUT NOTICE OR THE FURTHER CONSENT