AGREEMENTS,
REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE
SUBJECT MATTER HEREOF.
THIS GUARANTY IS INTENDED BY GUARANTOR AND LENDER AS A
FINAL AND COMPLETE EXPRESSION OF THE TERMS OF THE GUARANTY, AND NO COURSE OF
DEALING BETWEEN GUARANTOR AND LENDER, NO COURSE OF PERFORMANCE, NO TRADE
PRACTICES, AND NO EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OR DISCUSSIONS OR OTHER EXTRINSIC EVIDENCE OF ANY NATURE SHALL BE
USED TO CONTRADICT, VARY, SUPPLEMENT OR MODIFY ANY TERM OF THIS GUARANTY
AGREEMENT.
THERE ARE NO ORAL AGREEMENTS AMONG GUARANTOR AND LENDER.
SECTION 9.6
DELAY NOT A WAIVER.
NEITHER ANY FAILURE NOR ANY DELAY
ON THE PART OF ANY PARTY HERETO IN INSISTING UPON STRICT PERFORMANCE OF ANY
TERM, CONDITION, COVENANT OR AGREEMENT, OR EXERCISING ANY RIGHT, POWER, REMEDY
OR PRIVILEGE HEREUNDER, OR ANY OTHER DOCUMENT OR INSTRUMENT ENTERED INTO OR
DELIVERED IN CONNECTION HEREWITH OR PURSUANT HERETO, SHALL OPERATE AS OR
CONSTITUTE A WAIVER THEREOF, NOR SHALL A SINGLE OR PARTIAL EXERCISE THEREOF
PRECLUDE ANY OTHER FUTURE EXERCISE, OR THE EXERCISE OF ANY OTHER RIGHT, POWER,
REMEDY OR PRIVILEGE.
A WAIVER OF ONE DEFAULT WITH RESPECT TO ANY PERSON SHALL
NOT BE CONSTRUED TO BE A WAIVER OF ANY SUBSEQUENT DEFAULT WITH RESPECT TO SUCH
PERSON OR ANY OTHER PERSON OR TO IMPAIR ANY REMEDY, RIGHT OR POWER CONSEQUENT
THEREON.
SECTION 9.7
NO JOINT VENTURE OR PARTNERSHIP; NO THIRD PARTY
BENEFICIARIES.
(A)
GUARANTOR AND LENDER INTEND THAT THE RELATIONSHIPS CREATED
HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS BE SOLELY THAT OF GUARANTOR AND
LENDER.
NOTHING HEREIN OR THEREIN IS INTENDED TO CREATE A JOINT VENTURE,
PARTNERSHIP, TENANCY-IN-COMMON, OR JOINT TENANCY RELATIONSHIP BETWEEN GUARANTOR
OR LENDER NOR TO GRANT LENDER ANY INTEREST IN THE PROPERTY OTHER THAN THAT OF
MORTGAGEE, ASSIGNEE, SECURED PARTY, BENEFICIARY OR LENDER.
(B)
THIS GUARANTY AND THE OTHER LOAN DOCUMENTS ARE SOLELY FOR THE
BENEFIT OF LENDER AND NOTHING CONTAINED IN THIS GUARANTY OR THE OTHER LOAN
DOCUMENTS SHALL BE DEEMED TO CONFER UPON ANYONE OTHER THAN LENDER ANY RIGHT TO
INSIST UPON OR TO ENFORCE THE PERFORMANCE OR OBSERVANCE OF ANY OF THE
OBLIGATIONS CONTAINED HEREIN OR THEREIN.
IN ADDITION, LENDER IS NOT THE AGENT
OR REPRESENTATIVE OF GUARANTOR AND THIS GUARANTY SHALL NOT MAKE LENDER LIABLE TO
ANY PERSON FOR GOODS DELIVERED TO OR SERVICES PERFORMED BY THEM UPON THE
PROPERTY, OR FOR DEBTS OR CLAIMS ACCRUING TO SUCH PARTIES AGAINST BORROWER AND
THERE IS NO CONTRACTUAL RELATIONSHIP, EITHER EXPRESS OR IMPLIED, BETWEEN LENDER
AND ANY PERSON SUPPLYING ANY WORK, LABOR OR MATERIALS FOR THE IMPROVEMENTS.
17
SECTION 9.8
LIMITATION ON LENDER'S RESPONSIBILITY.
NO PROVISION OF
THIS GUARANTY SHALL OPERATE TO PLACE ANY OBLIGATION OR LIABILITY FOR THE
CONTROL, CARE, MANAGEMENT OR REPAIR OF THE PROPERTY UPON LENDER, NOR SHALL IT
OPERATE TO MAKE LENDER RESPONSIBLE OR LIABLE FOR ANY WASTE COMMITTED ON THE
PROPERTY BY THE TENANTS OR ANY OTHER PERSON, OR FOR ANY DANGEROUS OR DEFECTIVE
CONDITION OF THE PROPERTY, OR FOR ANY NEGLIGENCE IN THE MANAGEMENT, UPKEEP,
REPAIR OR