DAMAGES OR CLAIMS SUFFERED BY REASON OF GUARANTOR'S FAILURE TO PERFORM
ITS OBLIGATIONS HEREUNDER.
21.
ALL OF LENDER'S RIGHTS AND REMEDIES UNDER THE LOAN AGREEMENT, THE
NOTE, THE MORTGAGE OR ANY OF THE OTHER LOAN DOCUMENTS OR UNDER THIS AGREEMENT
ARE INTENDED TO BE DISTINCT, SEPARATE AND CUMULATIVE AND NO SUCH RIGHT OR REMEDY
THEREIN OR HEREIN MENTIONED IS INTENDED TO BE IN EXCLUSION OF OR A WAIVER OF ANY
OTHER RIGHT OR REMEDY AVAILABLE TO LENDER.
22.
GUARANTOR HEREBY CONSENTS THAT FROM TIME TO TIME, BEFORE OR AFTER
ANY DEFAULT BY BORROWER, WITH OR WITHOUT FURTHER NOTICE TO OR ASSENT FROM
GUARANTOR, ANY SECURITY AT ANY TIME HELD BY OR AVAILABLE TO LENDER FOR ANY
OBLIGATION OF BORROWER, OR ANY SECURITY AT ANY TIME HELD BY OR AVAILABLE TO
LENDER FOR ANY OBLIGATION OF ANY OTHER PERSON OR PARTY SECONDARILY OR OTHERWISE
LIABLE FOR ALL OR ANY PORTION OF THE LOAN, MAY BE EXCHANGED, SURRENDERED OR
RELEASED AND ANY OBLIGATION OF BORROWER, OR OF ANY SUCH OTHER PERSON OR PARTY,
MAY BE CHANGED, ALTERED, RENEWED, EXTENDED, CONTINUED, SURRENDERED, COMPROMISED,
WAIVED OR RELEASED IN WHOLE OR IN PART, OR ANY DEFAULT WITH RESPECT THERETO
WAIVED, AND LENDER MAY FAIL TO SET OFF AND MAY RELEASE, IN WHOLE OR IN PART, ANY
BALANCE OF ANY DEPOSIT ACCOUNT OR CREDIT ON ITS BOOKS IN FAVOR OF BORROWER, OR
OF ANY SUCH OTHER PERSON OR PARTY, AND MAY EXTEND FURTHER CREDIT IN ANY MANNER
WHATSOEVER TO BORROWER, AND GENERALLY DEAL WITH BORROWER OR ANY SUCH SECURITY OR
OTHER PERSON OR PARTY AS LENDER MAY SEE FIT; AND GUARANTOR SHALL REMAIN BOUND
UNDER THIS AGREEMENT NOTWITHSTANDING ANY SUCH EXCHANGE, SURRENDER, RELEASE,
CHANGE, ALTERATION, RENEWAL, EXTENSION, CONTINUANCE, COMPROMISE, WAIVER, ACTION,
INACTION, EXTENSION OF FURTHER CREDIT OR OTHER DEALING. THIS AGREEMENT IS
INDEPENDENT OF, AND IN ADDITION TO, ALL COLLATERAL GRANTED, PLEDGED OR ASSIGNED
UNDER THE LOAN DOCUMENTS.
23.
THE TERMS OF THIS AGREEMENT HAVE BEEN NEGOTIATED, AND THIS
AGREEMENT HAS BEEN EXECUTED AND DELIVERED IN THE STATE OF NEW YORK, AND IT IS
THE INTENTION OF THE PARTIES HERETO THAT THIS AGREEMENT BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF SUCH STATE.
24.
THIS AGREEMENT MAY NOT BE CHANGED ORALLY, BUT ONLY BY AN AGREEMENT
IN WRITING SIGNED BY THE PARTY AGAINST WHOM ENFORCEMENT OF ANY WAIVER, CHANGE,
MODIFICATION OR DISCHARGE IS SOUGHT.
25.
THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS, WHICH TOGETHER
SHALL CONSTITUTE THE SAME INSTRUMENT.
26.
TO THE EXTENT APPLICABLE, ALL REPRESENTATIONS, WARRANTIES,
COVENANTS (BOTH AFFIRMATIVE AND NEGATIVE) AND ALL OTHER OBLIGATIONS UNDER THIS
GUARANTY SHALL BE THE JOINT AND SEVERAL OBLIGATION OF EACH PERSON OR ENTITY
COMPRISING GUARANTOR AND ANY DEFAULT UNDER THIS GUARANTY BY ANY SUCH PERSON OR
ENTITY SHALL BE DEEMED A DEFAULT BY ALL SUCH ENTITIES AND GUARANTOR. TO THE
EXTENT APPLICABLE, THE REPRESENTATIONS, COVENANTS AND WARRANTIES CONTAINED IN
THIS GUARANTY SHALL BE READ TO APPLY TO EACH OF THE INDIVIDUAL PERSONS AND
ENTITIES COMPRISING GUARANTOR WHEN THE CONTEXT SO REQUIRES, BUT A BREACH OF