Common use of No Discharge Clause in Contracts

No Discharge. This Guaranty by Guarantor shall continue for the benefit of Landlord notwithstanding: (a) any extension, modification, amendment or alteration of the Lease; (b) any assignment of the Lease or sublease of all or part of the Premises, with or without the consent of Landlord; (c) any release, extension or modification of the liability of Tenant or any other party liable under the Lease or any other guaranty of the Lease; (d) any dissolution or liquidation of Tenant or change in the composition of the partners of Tenant; and no extension, modification, amendment, alteration or assignment of the Lease, sublease of all or part of the Premises, dissolution of Tenant, change in the composition of partners of Tenant, and no other agreements or releases between Landlord and Tenant or between Landlord and any other party liable under the Lease or any other guaranty of the Lease (with or without notice to or knowledge of Guarantor) shall in any manner release or discharge Guarantor, and Guarantor does hereby consent to any such extension, modification, amendment, alteration, release or assignment of the Lease, sublease of all or part of the Premises, dissolution or liquidation of Tenant or change in the composition of partners of Tenant. Guarantor hereby covenants and agrees that Landlord may at any time, and from time to time, without notice to or further consent from Guarantor, either with or without consideration, modify the terms of the Lease, or extend or renew the Term of the Lease for any period. No such action which Landlord shall take or fail to take in connection with the Lease, or any course of dealing by Landlord with Tenant or any other person shall release Guarantor’s obligations hereunder, affect this Guaranty in any way or afford Guarantor any recourse against Landlord. The provisions of this Guaranty shall extend and be applicable to all renewals, amendments, extensions or modifications of the Lease and shall be deemed to include any such renewals, amendments, extensions or modifications thereof. This Guaranty shall in all respects be a continuing, absolute and unconditional guaranty, and shall remain in full force and effect notwithstanding, without limitation, the death or incompetency of Guarantor.

No Discharge. This 2.1 The obligations of Guarantor under this Guaranty shall not be discharged or impaired or otherwise affected by, and Guarantor hereby expressly waives and surrenders any defense to Guarantor’s liability hereunder based upon, any of the following: (a) the failure of the Company to assert any claim or demand or to enforce any right or remedy against Seller under the provisions of the Loan Purchase Agreement, or any other agreement, or otherwise; (b) any extension or renewal of any of the Obligations, in whole or in part, without notice to, or further assent from, Guarantor; (c) the rescission, waiver, amendment or modification of any of the terms or provisions of the Loan Purchase Agreement; (d) the release of any security at any time held by Guarantor shall continue the Company to secure performance of the Obligations; (e) any sale, assignment or transfer by Seller or the Company of their respective rights and obligations under the Loan Purchase Agreement, in whole or in part; (f) any change in the ownership of Seller; (g) the voluntary or involuntary liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of Landlord notwithstanding: (a) any extensioncreditors, modificationreorganization, amendment arrangement, composition or alteration readjustment of the Lease; (b) any assignment of the Lease Seller or sublease of all or part of the PremisesGuarantor, with or without the consent of Landlord; (c) any release, extension or modification of the liability of Tenant or any other party liable under similar proceeding affecting the Lease status, existence, assets or obligations of Seller or any other guaranty Guarantor, or the limitation of damages for the breach of, or the disaffirmation of, the Loan Purchase Agreement in any such proceeding; (h) the release of Seller from performance or observance of any of the Lease; (d) any dissolution agreements, terms or liquidation of Tenant or change conditions contained in the composition Loan Purchase Agreement by operation of the partners of Tenant; and no extensionlaw, modification, amendment, alteration or assignment of the Lease, sublease of all or part of the Premises, dissolution of Tenant, change in the composition of partners of Tenant, and no other agreements or releases between Landlord and Tenant or between Landlord and any other party liable under the Lease or any other guaranty of the Lease (whether made with or without notice to Guarantor; (i) any previous recovery from Seller or knowledge Guarantor to the extent any amounts recovered were repaid to Seller or Guarantor; (j) the accuracy or inaccuracy of any representations or warranties made by Seller in the Loan Purchase Agreement or by Guarantor in this Guaranty; (k) forbearance or delay or other act or omission of the Company or its failure to proceed promptly or otherwise, or by reason of any action taken or omitted or circumstance which may or might vary the risk or affect the rights or remedies of Guarantor, or by reason of any further dealings between Seller and the Company, whether relating to the Loan Purchase Agreement or otherwise; or (l) shall any other circumstance that might otherwise constitute a legal or equitable discharge of Seller (including a discharge in any manner release bankruptcy) or discharge of Guarantor, it being the purpose, intent and understanding of Guarantor does hereby consent to any such extension, modification, amendment, alteration, release or assignment of the Lease, sublease of all or part of the Premises, dissolution or liquidation of Tenant or change in the composition of partners of Tenant. Guarantor hereby covenants and agrees that Landlord may at any time, and from time to time, without notice to or further consent from Guarantor, either with or without consideration, modify the terms of the Lease, or extend or renew the Term of the Lease for any period. No such action which Landlord shall take or fail to take in connection with the Lease, or any course of dealing by Landlord with Tenant or any other person shall release Guarantor’s obligations hereunder, affect this Guaranty in any way or afford Guarantor any recourse against Landlord. The provisions of this Guaranty shall extend and be applicable to all renewals, amendments, extensions or modifications of the Lease and shall be deemed to include any such renewals, amendments, extensions or modifications thereof. This Guaranty shall in all respects be a continuing, hereunder are absolute and unconditional guaranty, under any and shall remain in full force and effect notwithstanding, without limitation, the death or incompetency of Guarantorall circumstances.

No Discharge. This Guarantor agrees that it shall remain liable under this Guaranty as a principal to the extent provided herein until all the Guaranteed Obligations are indefeasibly performed or paid in full, notwithstanding any fact, act, event or occurrence which might otherwise operate as a legal or equitable discharge of a surety or guarantor. Guarantor specifically agrees that the obligations, covenants and agreements of Guarantor under this Guaranty shall not be affected or impaired by any act of Lender or any other event or condition, except full performance and indefeasible payment of the Guaranteed Obligations. Guarantor agrees that, without full performance and indefeasible payment of the Guaranteed Obligations as aforesaid, the liability of Guarantor under this Guaranty shall continue not be discharged by: (i) the renewal or extension of time for the benefit payment or performance of Landlord notwithstanding: (a) any extensionGuaranteed Obligations, modification, amendment or alteration of the Lease; (b) any assignment of the Lease or sublease of all or part of the Premises, whether executed with or without the knowledge or consent of Landlord; Guarantor; (cii) any releasetransfer, extension waiver, compromise, settlement, modification, surrender or modification release of any Guaranteed Obligations; (iii) the liability existence of Tenant any defense(s) to enforcement of any Guaranteed Obligations under the Loan Agreement, this Guaranty, the Loan or any other party Loan Documents; (iv) any failure, omission or delay (whether entire or partial) by Lender to exercise any right, power or remedy or to enforce or realize upon (or to make Guarantor or Borrower parties to the enforcement or realization upon) any security for or suit or proceeding concerning any Guaranteed Obligations; (v) the existence of any set-off, claim, reduction or diminution of any amount due, or any defense of any kind or nature, which Guarantor may have against Borrower or which any parties (including Guarantor) have against Lender, and Guarantor specifically waives all set-offs, claims and counterclaims which it may have against Lender or Borrower; (vi) Lender's acceptance or release of either any other security for the payment and performance of any Guaranteed Obligations or the obligations of Guarantor, whether or not Guarantor receives notice or has knowledge of any such act; (vii) Lender's application of payments received from any source to the payment of any obligations other than the Guaranteed Obligations, even though Lender might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations; (viii) the addition or release of any other endorsers, guarantors, obligors and/or other individuals or entities liable under for the Lease payment or performance of the Guaranteed Obligations, whether or not Guarantor receives notice or has knowledge of any such addition or release; or (ix) the merger, consolidation, combination or any other guaranty recapitalization of the Lease; (d) any dissolution Borrower or liquidation of Tenant Guarantor with or change in the composition of the partners of Tenant; and no extension, modification, amendment, alteration or assignment of the Lease, sublease of all or part of the Premises, dissolution of Tenant, change in the composition of partners of Tenant, and no other agreements or releases between Landlord and Tenant or between Landlord and into any other party liable entity (a "Combination Event"). If a Combination Event is permitted under the Lease Loan Documents, Guarantor shall provide Lender with written notice with any proposed Combination Event at least thirty (30) days prior to the intended effective date or any other guaranty closing date (whichever is sooner) of the Lease (with or without notice to or knowledge of Guarantor) shall in any manner release or discharge Guarantor, and Guarantor does hereby consent to any such extension, modification, amendment, alteration, release or assignment of the Lease, sublease of all or part of the Premises, dissolution or liquidation of Tenant or change in the composition of partners of TenantCombination Event. Guarantor hereby covenants and agrees that Landlord may at any timeif Borrower consummates a Combination Event, and from time to time, without notice to or further consent from Guarantor, either with or without consideration, modify the terms of entity which survives such Combination Event shall be a "Borrower" within the Lease, or extend or renew the Term of the Lease for any period. No such action which Landlord shall take or fail to take in connection with the Lease, or any course of dealing by Landlord with Tenant or any other person shall release Guarantor’s obligations hereunder, affect this Guaranty in any way or afford Guarantor any recourse against Landlord. The provisions meaning of this Guaranty shall extend and be applicable the Loan Documents. Guarantor will execute such documents as Lender deems necessary or appropriate to all renewalseffectuate the foregoing, amendments, extensions or modifications of the Lease and shall be deemed as a specific condition precedent to include consummating any such renewals, amendments, extensions or modifications thereof. This Guaranty shall in all respects be a continuing, absolute and unconditional guaranty, and shall remain in full force and effect notwithstanding, without limitation, the death or incompetency of GuarantorCombination Event.

No Discharge. This Guarantor agrees that the obligations, covenants and agreements of Guarantor under this Guaranty shall not be affected or impaired by any act of Landlord, or any event or condition except the full, final and unavoidable performance of all Obligations and payment of all Liabilities and any other sums due hereunder. Guarantor agrees that the liability of Guarantor hereunder shall continue for the benefit of Landlord notwithstanding: not be discharged by, and Guarantor hereby irrevocably consents to: (ai) any extensionsubsequent change, modification, modification or amendment or alteration of the Lease; Lease in any of its terms, covenants and conditions, or in the Rent or any other sums payable thereunder, or in the Term thereof, or in the Premises demised thereby (b) whether said Premises be expanded, contracted, relocated, substituted or otherwise altered), and to any assignment assignments of the Lease and to any sublettings of the Premises, and to any extensions or renewals of the Lease or sublease its Term; (ii) the renewal or extension of all or part time for the payment of the Premises, with Liabilities or without the consent of Landlord; (c) any release, extension or modification performance of the liability of Tenant or any other party liable Obligations under the Lease or any other guaranty agreement relating to the Premises; (iii) any assignment, transfer, waiver, compromise, settlement, modification, surrender or release of Tenant's obligations under the Lease; (iv) the existence of any defenses to enforcement of the Lease; (dv) any dissolution failure, omission, delay or liquidation inadequacy of Landlord to exercise any right or remedy against Tenant available to Landlord pursuant to the Lease or law or in equity; (vi) any distress or reentry by Landlord or dispossession of Tenant or change in the composition of the partners of Tenant; and no extension, modification, amendment, alteration any action or assignment of the Lease, sublease of all or part of the Premises, dissolution of Tenant, change in the composition of partners of Tenant, and no other agreements or releases between remedy taken by Landlord and Tenant or between Landlord and any other party liable under the Lease or any other guaranty of the Lease (with or without notice to or knowledge of Guarantor) shall in any manner release or discharge Guarantor, and Guarantor does hereby consent to any such extension, modification, amendment, alteration, release or assignment of the Lease, sublease of all or part of the Premises, dissolution or liquidation of Tenant or change in the composition of partners of Tenant. Guarantor hereby covenants and agrees that Landlord may at any time, and from time to time, without notice to or further consent from Guarantor, either with or without consideration, modify the terms of the Lease, or extend or renew the Term of the Lease for any period. No such action which Landlord shall take or fail to take in connection with the Lease, or any course failure to notify Guarantor of dealing any default by Landlord with Tenant; or (vii) the existence of any setoff, claim or counterclaim or the reduction or diminution of the Liabilities or any defense of any kind or nature, which Guarantor may have against Tenant or which any other person shall release Guarantor’s obligations hereunder, affect this Guaranty in any way or afford Guarantor any recourse party has against Landlord. The provisions , all whether or not Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (vii) inclusive of this Guaranty shall extend Paragraph. Notwithstanding the foregoing or anything else contained in this Guaranty, Guarantor is only liable to pay and be applicable to all renewals, amendments, extensions or modifications perform Liabilities and Obligations of Tenant under the Lease and shall be deemed to include any such renewalswhich remain unpaid or not performed, amendmentsas the case may be, extensions or modifications thereof. This Guaranty shall in all respects be a continuing, absolute and unconditional guaranty, and shall remain in full force and effect notwithstanding, without limitation, at the death or incompetency of Guarantortime Landlord is proceeding under this Guaranty.

No Discharge. This Guaranty by Guarantor is primary, absolute, and unconditional and shall continue for not be deemed to be waived, released, discharged, mitigated, impaired, or affected in any respect by, and the benefit of Landlord notwithstanding: Guarantor, without affecting its liability hereunder in any respect, consents to and waives notice of: (a) any extension, modification, amendment or alteration of the Lease; (b) any assignment of the Lease or sublease of all or part of the Premises, with or without the consent of Landlord; (c) any release, extension or modification of the liability of Tenant or any other party liable under the Lease or any other guaranty of the Lease; (d) any dissolution or liquidation of Tenant or change in the composition of the partners of Tenant; and no extension, modification, amendment, alteration or assignment of the Lease, sublease of all or part of the Premises, dissolution of Tenant, change in the composition of partners of Tenant, and no other agreements or releases between Landlord and Tenant or between Landlord and any other party liable under the Lease or any other guaranty of the Lease (with or without notice Modifications to or knowledge of Guarantor) shall in any manner release or discharge Guarantor, and Guarantor does hereby consent to any such extension, modification, amendment, alteration, release or assignment of the Lease, sublease of all or part of the Premises, dissolution or liquidation of Tenant or change in the composition of partners of Tenant. Guarantor hereby covenants and agrees that Landlord may at any time, and from time to time, without notice to or further consent from Guarantor, either with or without consideration, modify the terms of the Lease, whether by operation of law or extend otherwise, including, without limitation, any increase or renew decrease in Rent, and all other amounts payable by Tenant under the Term Lease or any component thereof, any extension of the term thereof or any movement of the Tenant to other premises leased by Landlord. (b) Extension of time to pay any Rent or any other amounts payable by Tenant under the Lease for or the release of the whole or any period. No part of the obligation to pay such action which Rent or any other amounts payable by Tenant under the Lease. (c) Events of Default or other defaults by the Tenant under the Lease. (d) Disputes between the Landlord shall take and the Tenant concerning the Lease and settlement or fail to take adjustment of any such disputes. (e) Acceptance or release of any security given by the Tenant in connection with the Lease. (f) Acceptance of promissory notes or any other form of obligation for the payment of Rent or any other amounts payable by Tenant under the Lease, which shall not be deemed to satisfy any obligation of the Tenant to the Landlord until paid. (g) Arrangement or settlement made in or out of court in the event of receivership, liquidation, dissolution, readjustment, bankruptcy, reorganization, arrangement, or assignment for the benefit of creditors of the Tenant. (h) Release or discharge of the Tenant in any course bankruptcy, reorganization, or insolvency proceedings. (i) The subsequent reorganization, merger or consolidation of dealing by Landlord with the Tenant or any other person shall release Guarantor’s obligations hereunderchange in the ownership composition, affect this Guaranty in nature, personnel, or location of the Tenant. (j) Any subletting, assignment, mortgage, encumbrance or other transfer. (k) Waiver of or failure of the Landlord to enforce any way term, covenant, or afford Guarantor any recourse against Landlord. The provisions of this Guaranty shall extend and be applicable to all renewals, amendments, extensions or modifications condition of the Lease or any right under the Lease. (l) Any other thing whatsoever, whether or not specified in this Guaranty, which may be done or waived by or between the Landlord and shall be deemed to include any such renewals, amendments, extensions or modifications thereof. This Guaranty shall in all respects be a continuing, absolute and unconditional guaranty, and shall remain in full force and effect notwithstanding, without limitation, the death or incompetency of GuarantorTenant.

No Discharge. This Guarantor agrees that the obligations, covenants and agreements of Guarantor under this Guaranty shall not be affected or impaired by any act of Sublandlord or Landlord, or any event or condition except the full, final and unavoidable performance of all Liabilities and payment of all Liabilities and any other sums due hereunder. Guarantor agrees that the liability of Guarantor hereunder shall continue for the benefit of Landlord notwithstandingnot be discharged by, and Guarantor hereby irrevocably consents to: (ai) any extensionsubsequent change, modification, modification or amendment or alteration of the Lease; (b) Sublease in any assignment of its terms, covenants and conditions, or in the Rent or any other sums payable thereunder, or in the term thereof, or in the Premises demised thereby, and to any assignments of the Lease or sublease of all or part Sublease and to any further sublettings of the Premises, with and to any extensions or without renewals of the consent Sublease or the term thereof; (ii) the renewal or extension of time for the payment of the Liabilities or performance of the Liabilities under the Sublease or any other agreement relating to the Premises; (iii) any failure, omission, delay or inadequacy, whether entire or partial, of Sublandlord or Landlord to exercise any right, power or remedy regarding the Sublease or to enforce or realize upon (or to make any guarantor a party to the enforcement or realization upon) any of Sublandlord’s or Landlord’s security for the Sublease, including, but not limited to, any impairment or release of such security by Landlord; (civ) the existence of any set-off, claim or counterclaim or the reduction or diminution of the Liabilities, or any defense of any kind or nature, which Guarantor may have against Subtenant; (v) the application of payments received from any source to the payment of any obligation other than the Liabilities, even though Landlord might lawfully have elected to apply such payments to any part or all of the Liabilities; (vi) the addition or release of any and all other guarantors, obligors, and other persons liable for the payment of the Liabilities and/or performance of the Liabilities, and the acceptance or release of any and all other security for the payment of the Liabilities and/or performance of the Liabilities; or (vii) any release, extension distress or modification reentry by Landlord or dispossession of the liability of Tenant Subtenant or any other party liable action or remedy taken by Landlord under the Sublease, or any failure to notify Guarantor of any default by Subtenant; all whether or not Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (vii) of this Section 7. In the event the Sublease is modified, renewed or extended in any respect by agreement between Sublandlord or Landlord and Subtenant either pursuant to an option granted in the Lease or any other guaranty otherwise, or in the event Subtenant holds over beyond the term of the Lease; (d) any dissolution or liquidation Sublease, then the obligations hereunder of Tenant or change in Guarantor shall extend to the composition full and faithful performance and observance of all of the partners covenants, terms and conditions of Tenant; the Sublease and no extension, of any such modification, amendmentrenewal or extension thereof. Guarantor intends that Guarantor shall remain liable hereunder as a principal until the full, alteration or assignment final and unconditional performance of all of the LeaseLiabilities and the full, sublease final and unconditional payment of all Liabilities, notwithstanding any fact, act, event or part occurrence which might otherwise operate as a legal or equitable discharge of the Premises, dissolution of Tenant, change in the composition of partners of Tenant, and no other agreements a surety or releases between Landlord and Tenant or between Landlord and any other party liable under the Lease or any other guaranty of the Lease (with or without notice to or knowledge of Guarantor) shall in any manner release or discharge Guarantor, and Guarantor does hereby consent to any such extension, modification, amendment, alteration, release or assignment of the Lease, sublease of all or part of the Premises, dissolution or liquidation of Tenant or change in the composition of partners of Tenant. Guarantor hereby covenants and agrees that Landlord may at any time, and from time to time, without notice to or further consent from Guarantor, either with or without consideration, modify the terms of the Lease, or extend or renew the Term of the Lease for any period. No such action which Landlord shall take or fail to take in connection with the Lease, or any course of dealing by Landlord with Tenant or any other person shall release Guarantor’s obligations hereunder, affect this Guaranty in any way or afford Guarantor any recourse against Landlord. The provisions of this Guaranty shall extend and be applicable to all renewals, amendments, extensions or modifications of the Lease and shall be deemed to include any such renewals, amendments, extensions or modifications thereof. This Guaranty shall in all respects be a continuing, absolute and unconditional guaranty, and shall remain in full force and effect notwithstanding, without limitation, the death or incompetency of Guarantorguarantor.

No Discharge. This Guarantor agrees that its obligations under this Guaranty shall not be released, diminished, or adversely affected by any of the following, and waives any common law, equitable, statutory or other rights (including without limitation rights to notice) which Guarantor shall continue for might otherwise have as a result of or in connection with any of the benefit of Landlord notwithstandingfollowing: (a) any modification, extension, modification, amendment or alteration increase of all or any part of the LeaseGuaranteed Obligations or the Loan Documents; (b) any assignment adjustment, indulgence, forbearance or compromise that might be granted or given by Lender or Administrative Agent to Borrower or Guarantor; (c) the insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower, Guarantor or any other party at any time liable for the Lease or sublease payment of all or part of the PremisesGuaranteed Obligations, with or without the consent of Landlord; (c) any release, extension or modification of the liability of Tenant or any other party liable under the Lease dissolution of Borrower or Guarantor, or any other guaranty payment by Borrower to Lender or Administrative Agent being held to constitute a preference under bankruptcy laws or for any reason Lender or Administrative Agent is required to refund such payment or pay such amount to Borrower or someone else pursuant to any applicable Federal or State bankruptcy or insolvency law relating to the bankruptcy or insolvency of the LeaseBorrower or Guarantor; (d) any dissolution sale, lease or liquidation transfer of Tenant any or change all of the assets of Borrower or Guarantor, or any changes in the composition shareholders, partners or members of Borrower or Guarantor; or any reorganization of Borrower or Guarantor, or the partners reorganization, merger or consolidation of TenantBorrower into or with any other corporation or entity; and no extension(e) the invalidity, modification, amendment, alteration illegality or assignment of the Lease, sublease unenforceability of all or any part of the PremisesGuaranteed Obligations, dissolution or any document or agreement executed in connection with or evidencing the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (i) the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (ii) the act of Tenantcreating the Guaranteed Obligations or any part thereof is ultra xxxxx, change (iii) the officers or representatives executing the Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (iv) the composition of partners of TenantGuaranteed Obligations violate applicable usury laws, and no other agreements or releases between Landlord and Tenant or between Landlord and any other party liable under (v) the Lease Borrower (or any other guaranty Person) has valid defenses (except the defense of payment or performance of the Lease applicable Guaranteed Obligation), claims or offsets (with whether at law, in equity or without notice to by agreement) which render the Guaranteed Obligations wholly or knowledge partially reduced or uncollectible from Borrower (whether such right of Guarantor) shall in any manner release offset, claim or discharge Guarantor, and Guarantor does hereby consent to any such extension, modification, amendment, alteration, release or assignment of the Lease, sublease of all or part of the Premises, dissolution or liquidation of Tenant or change in the composition of partners of Tenant. Guarantor hereby covenants and agrees that Landlord may at any time, and from time to time, without notice to or further consent from Guarantor, either with or without consideration, modify the terms of the Lease, or extend or renew the Term of the Lease for any period. No such action which Landlord shall take or fail to take defense arises in connection with the LeaseGuaranteed Obligations, the transactions creating the Guaranteed Obligations or otherwise), (vi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the COMPLETION GUARANTY – Page 5 59940-29/Cityplace Tower Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (vii) the Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any course other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason; (f) any full or partial release of dealing by Landlord with Tenant the liability of Borrower for any part of the Guaranteed Obligations, or of any co-guarantors, or any other person shall release Guarantor’s obligations hereunderor entity now or hereafter liable, affect whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Guaranteed Obligations, or any part thereof, it being recognized, acknowledged and agreed by Guarantor that Guarantor may be required to pay the Guaranteed Obligations in full without assistance or support of any other party, and Guarantor has not been induced to enter into this Guaranty in on the basis of a contemplation, belief, understanding or agreement that other Persons will be liable to pay or perform the Guaranteed Obligations, or that Lender or Administrative Agent will look to other Persons to pay or perform the Guaranteed Obligations; (g) the taking or accepting of any way other security, collateral or afford Guarantor guaranty, or other assurance of payment, for all or any recourse against Landlord. The provisions of this Guaranty shall extend and be applicable to all renewals, amendments, extensions or modifications part of the Lease Guaranteed Obligations; (h) any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including without limitation negligent, willful, unreasonable or unjustifiable impairment) of any collateral, property or security at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations; (i) the failure of Lender or Administrative Agent or any other party to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property or security, including but not limited to any neglect, delay, omission, failure; or (j) any other action taken or omitted to be taken with respect to the Loan Documents, the Guaranteed Obligations, or the security and collateral therefor, whether or not such action or omission prejudices Guarantor or increases the likelihood that Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof, it is the unambiguous and unequivocal intention of Guarantor that Guarantor shall be obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action, or omission whatsoever, whether contemplated or uncontemplated, and whether or not otherwise or particularly described herein, which obligation shall be deemed to include any such renewalssatisfied only upon the full and final payment and satisfaction of the Guaranteed Obligations (except for only those obligations which, amendmentsby their express terms, extensions or modifications thereof. This Guaranty shall in all respects be a continuing, absolute and unconditional guaranty, and shall remain in full force and effect notwithstanding, without limitation, survive indefeasible repayment of the death or incompetency of GuarantorDebt).

No Discharge. This Guarantor agrees that the obligations, covenants and agreements of Guarantor under this Guaranty shall not be affected or impaired by any act of Landlord, or any event or condition except the full, final and unavoidable performance of all Obligations and payment of all Liabilities and any other sums due hereunder. Guarantor agrees that the liability of Guarantor hereunder shall continue for the benefit of Landlord notwithstanding: not be discharged by, and Guarantor hereby irrevocably consents to: (ai) any extensionsubsequent change, modification, modification or amendment or alteration of the Lease; Lease in any of its terms, covenants and conditions, or in the Rent or any other sums payable thereunder, or in the Term thereof, or in the Premises demised thereby (b) whether said Premises be expanded, contracted, relocated, substituted or otherwise altered), and to any assignment assignments of the Lease and to any sublettings of the Premises, and to any extensions or renewals of the Lease or sublease its Term; (ii) the renewal or extension of all or part time for the payment of the Premises, with Liabilities or without the consent of Landlord; (c) any release, extension or modification performance of the liability of Tenant or any other party liable Obligations under the Lease or any other guaranty agreement relating to the Premises; (iii) any assignment, transfer, waiver, compromise, settlement, modification, surrender or release of Tenant's obligations under the Lease; (iV) the existence of any defenses to enforcement of the Lease; (dV) any dissolution failure, omission, delay or liquidation inadequacy of Landlord to exercise any right or remedy against Tenant available to Landlord pursuant to the Lease or law or in equity; (vi) any distress or reentry by Landlord or dispossession of Tenant or change in the composition of the partners of Tenant; and no extension, modification, amendment, alteration any action or assignment of the Lease, sublease of all or part of the Premises, dissolution of Tenant, change in the composition of partners of Tenant, and no other agreements or releases between remedy taken by Landlord and Tenant or between Landlord and any other party liable under the Lease or any other guaranty of the Lease (with or without notice to or knowledge of Guarantor) shall in any manner release or discharge Guarantor, and Guarantor does hereby consent to any such extension, modification, amendment, alteration, release or assignment of the Lease, sublease of all or part of the Premises, dissolution or liquidation of Tenant or change in the composition of partners of Tenant. Guarantor hereby covenants and agrees that Landlord may at any time, and from time to time, without notice to or further consent from Guarantor, either with or without consideration, modify the terms of the Lease, or extend or renew the Term of the Lease for any period. No such action which Landlord shall take or fail to take in connection with the Lease, or any course failure to notify Guarantor of dealing any default by Landlord with Tenant; or (vii) the existence of any setoff, claim or counterclaim or the reduction or diminution of the Liabilities or any defense of any kind or nature, which Guarantor may have against Tenant or which any other person shall release Guarantor’s obligations hereunder, affect this Guaranty in any way or afford Guarantor any recourse party has against Landlord. The provisions , all whether or not Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (vii) inclusive of this Guaranty shall extend Paragraph. Notwithstanding the foregoing or anything else contained in this Guaranty, Guarantor is only liable to pay and be applicable to all renewals, amendments, extensions or modifications perform Liabilities and Obligations of Tenant under the Lease and shall be deemed to include any such renewalswhich remain unpaid or not performed, amendmentsas the case may be, extensions or modifications thereof. This Guaranty shall in all respects be a continuing, absolute and unconditional guaranty, and shall remain in full force and effect notwithstanding, without limitation, at the death or incompetency of Guarantortime Landlord is proceeding under this Guaranty.