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shall not be unreasonably withheld by Guarantor. If Guarantor does not agree with such modifications or <br />assignment of the Lease, Guarantor shall have the option in its sole discretion to terminate this Guaranty of <br />Lease. <br />No Waiver. This Guaranty shall not be released, modified, or affected by failure or delay on the part of <br />Lessor to enforce any of the rights or remedies of Lessor under the Lease, whether pursuant to the terms <br />thereof, at law or in equity. <br />Bankruptcy, Etc. This Guaranty will continue unchanged by any bankruptcy, reorganization, or insolvency <br />of Lessee or by any d isaffnrmance or abandonment by a trustee of Lessee. <br />Irrevocable Guaranty. Lessor must give Guarantor notice of any default that would be subject to this <br />Guaranty of Lease, and provide Guarantor with a reasonable opportunity to cure such default. If Guarantor <br />is unable or unwilling to cure such default during the reasonable cure period, Lessor may proceed forthwith <br />against Lessee or against Guarantor following any breach or default by Lessee that is subject to this Guaranty <br />of Lease. <br />Remedies. If, after notice to Guarantor of any default subject to this Guaranty of Lease and opportunity to <br />cure during a reasonable cure period, Guarantor shall fail to perform or otherwise breach any of its <br />obligations hereunder, in addition to all other rights and remedies Lessor may have at law or in equity, <br />Lessor may, from time to time and without first requiring performance on the part of Lessee, and without <br />being required to exhaust or proceed against any or all security held by Lessor, look to and require <br />performance by Guarantor of any obligation on the part of Guarantor to be performed pursuant to the terms <br />of this Guaranty by action at law or in equity or both. Lessor may also collect from Guarantor in any such <br />action compensation for, and Guarantor hereby indemnifies and holds Lessor harmless from, all loss, cost, <br />damage, injury, and expense sustained or incurred by Lessor proximately caused by or resulting from <br />Guarantor's breach of or failure to perform any of its obligations under this Guaranty. <br />Waivers. Guarantor hereby waives: (a) notice of acceptance of this Guaranty; (b) any right to require Lessor <br />to proceed against Lessee or any other person or entity liable to Lessor; (c) any right to require Lessor to <br />pursue any other remedy Lessor may have before proceeding against Guarantor; (d) any right to require <br />Lessor to apply to any default any security deposit or other security it may hold under the Lease; (e) any <br />right of subrogation and any right to enforce any remedy which Lessor now has or may hereafter have against <br />Lessee; and (0 any and all right to participate in any security now or hereafter held by Lessor. <br />Subordination. Guarantor hereby subordinates all existing and future indebtedness of Lessee to Guarantor <br />to the obligations owed to Lessor under the Lease and this Guaranty. All indebtedness of Lessee to <br />Guarantor, if Lessor so requests, shall be collected, enforced, and received by Guarantor as trustee for Lessor <br />and shall be paid over to Lessor on account of the Lease but without reducing or affecting in any manner <br />the liability of Guarantor under the other provisions of this Guaranty; provided, however, that so long as no <br />default by Lessee shall occur under the Lease, any indebtedness of Lessee to Guarantor incurred in the <br />ordinary course of business which will not in the judgment of Lessor cause a default of Lessee's obligations <br />under tine Lease may be repaid in accordance with the terms of such indebtedness. <br />Attorneys' Fees and Costs. Guarantor shall pay Lessor all reasonable costs incurred by Lessor, including <br />without limitation attorneys' fees (including charges of in-house counsel) and incidental costs, in any <br />collection or attempted collection, negotiation, or any action brought by Lessor to enforce (i) the obligation <br />of Guarantor hereunder and (ii) the payment and performance of Lessee's obligations under the Lease. <br />Guarantor's Investigation of Lessee's Financial Condition. Guarantor has made an independent investigation <br />Page 2 <br />12311995. 1148581-00004 <br />