THIS AGREEMENT, UNLESS LENDER 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, LENDER WOULD NOT
MAKE THE LOAN TO BORROWER.
5.
THE PROVISIONS OF THIS AGREEMENT ARE FOR THE BENEFIT OF LENDER
AND ITS SUCCESSORS AND ASSIGNS, AND NOTHING HEREIN CONTAINED SHALL IMPAIR, AS
BETWEEN BORROWER AND LENDER, THE OBLIGATIONS OF BORROWER UNDER THE LOAN
AGREEMENT, THE NOTE, THE MORTGAGE OR ANY OF THE OTHER LOAN DOCUMENTS.
6.
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 OF GUARANTOR:
(A)
ANY ASSIGNMENT, AMENDMENT, MODIFICATION OR WAIVER OF OR CHANGE IN
ANY OF THE TERMS, COVENANTS, CONDITIONS OR PROVISIONS OF THE LOAN AGREEMENT, THE
NOTE, THE MORTGAGE OR ANY OF THE OTHER LOAN DOCUMENTS OR THE INVALIDITY OR
UNENFORCEABILITY OF ANY OF THE FOREGOING; OR
(B)
ANY EXTENSION OF TIME THAT MAY BE GRANTED BY LENDER TO BORROWER,
GUARANTOR OR GUARANTOR'S SUCCESSORS; OR
(C)
ANY ACTION THAT LENDER OR BORROWER MAY TAKE OR FAIL TO TAKE UNDER
OR IN RESPECT OF ANY OF THE LOAN DOCUMENTS OR BY REASON OF ANY WAIVER OF, OR
FAILURE TO ENFORCE ANY OF THE RIGHTS, REMEDIES, POWERS OR PRIVILEGES AVAILABLE
TO LENDER UNDER THIS AGREEMENT OR AVAILABLE TO LENDER AT LAW, EQUITY OR
OTHERWISE, OR ANY ACTION ON THE PART OF LENDER OR BORROWER GRANTING INDULGENCE
OR EXTENSION IN ANY FORM WHATSOEVER; OR
(D)
ANY DEALING, TRANSACTION, MATTER OR THING OCCURRING BETWEEN
LENDER, BORROWER, GUARANTOR OR GUARANTOR'S SUCCESSORS; OR
(E)
ANY SALE, EXCHANGE, RELEASE, OR OTHER DISPOSITION OF ANY PROPERTY
PLEDGED, MORTGAGED OR CONVEYED, OR ANY PROPERTY IN WHICH LENDER HAS BEEN GRANTED
A LIEN OR SECURITY INTEREST TO SECURE ANY INDEBTEDNESS OF BORROWER TO LENDER; OR
(F)
ANY RELEASE OF ANY PERSON OR ENTITY WHO MAY BE LIABLE IN ANY
MANNER FOR THE PAYMENT AND COLLECTION OF ANY AMOUNTS OWED BY BORROWER TO LENDER
(INCLUDING THE OTHER GUARANTOR); OR
(G)
THE APPLICATION OF ANY SUMS BY WHOMSOEVER PAID OR HOWEVER REALIZED
TO ANY AMOUNTS OWING BY BORROWER TO LENDER IN SUCH MANNER AS LENDER SHALL
DETERMINE IN ITS SOLE DISCRETION; OR
(H)
ANY EVENT OF DEFAULT (AS SUCH TERM IS DEFINED IN THE LOAN
AGREEMENT), WHETHER OR NOT LENDER HAS EXERCISED ANY OF ITS RIGHTS AND REMEDIES
AS SET FORTH IN THE LOAN AGREEMENT OR THE MORTGAGE UPON THE HAPPENING OF ANY
SUCH EVENT OF DEFAULT; OR
(I)
BORROWER'S AND/OR GUARANTOR'S VOLUNTARY OR INVOLUNTARY
LIQUIDATION, DISSOLUTION, SALE OF ALL OR SUBSTANTIALLY ALL OF THEIR RESPECTIVE
ASSETS AND LIABILITIES,
APPOINTMENT OF A TRUSTEE, RECEIVER, LIQUIDATOR, SEQUESTRATOR OR CONSERVATOR FOR
ALL OR ANY PART OF BORROWER'S OR GUARANTOR'S ASSETS, INSOLVENCY, BANKRUPTCY,