AND DO HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE TRIAL
BY JURY.
(I)
GUARANTOR HEREBY FURTHER COVENANTS AND
AGREES TO AND WITH AGENT THAT GUARANTOR MAY BE JOINED IN ANY ACTION AGAINST
BORROWER IN CONNECTION WITH THE LOAN AGREEMENT, THE NOTE, THE MORTGAGES, OR ANY
OF THE OTHER LOAN DOCUMENTS, SOLELY WITH RESPECT TO THE SUBJECT MATTER OF THIS
AGREEMENT.
(J)
GUARANTOR COVENANTS AND AGREES TO
INDEMNIFY AND SAVE AGENT HARMLESS OF AND FROM, AND DEFEND IT AGAINST, ALL
LOSSES, COSTS, LIABILITIES, EXPENSES, DAMAGES OR CLAIMS SUFFERED BY REASON OF
GUARANTOR'S FAILURE TO PERFORM ITS OBLIGATIONS HEREUNDER.
22.
ALL OF AGENT'S RIGHTS AND REMEDIES UNDER THE
LOAN AGREEMENT, THE NOTE, THE MORTGAGES 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 AGENT.
23.
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 AGENT
FOR ANY OBLIGATION OF BORROWER, OR ANY SECURITY AT ANY TIME HELD BY OR AVAILABLE
TO AGENT 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 AGENT 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 AGENT 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.
24.
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.
25.
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.
26.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, NO PROVISION OF THIS GUARANTY SHALL BE DEEMED TO LIMIT,
DECREASE OR IN ANY WAY DIMINISH ANY RIGHTS OF SET-OFF AGENT