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<br />3. The Guarantor does hereby Wlconditionally guarant)' the perfonnance of each and
<br />every term, covenant and condition of the Lease and as revised or modified from time 10 tJme, to be
<br />kept and performed by Tenant, including ~ithout limitation, the payment when due of all rentals and
<br />other charges to accrue thereunder.
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<br />4. Time shall be deemed of the essence for the payment of all monetary payments
<br />required to be paid by Guarantor pursuant to the terms of this Guaranty. Guarantor shall not be
<br />entitled to any abatement, deduction, deferment, suspension or reduction of, or set-off, defense or
<br />counterclaim against any payments required to be made by Guarantor pursuant to the terms of this
<br />Guaranty. The liability of Guarantor under this Guaranty shal1 remain in effect regardless of any
<br />law, regulation, or decree now or hereafter in effect in any jurisdiction which might in any manner
<br />affect any of such terms or provisions or the rights of Landlord with respect thereto as agaii1st Tenant
<br />and regardless of the validity, regularity or enforceability thereof, or of any defenses or rights of
<br />set-off or counterclaims which Tenant or Guarantor may have or assert against Landlord, or of any
<br />other condition, contingency or circums~ces whatsoever, whether occurring prior to or after the
<br />date hereof, whether known or unknown to Guarantor or Tenant or Landlord, and whether or not any
<br />of the same mayor might vary the risk or affect the rights or remedies of Guarantor.
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<br />5. This is a guaranty of payment and performance, and Guarantor waives any right to
<br />require that any action be brought against Tenant or any other person or to require that resort be had
<br />to any security. Landlord may, at its option, proceed against Guarantor in the first instance to collect
<br />any monies the payment of which is guaranteed hereby, or any other person and without first
<br />resorting to any other remedies, at the same or different times, as it may deem advisable; and the
<br />liability of Guarantor hereunder shall be in no way affected or impaired by an acceptance by
<br />Landlord of any security for, or other guarantors upon, the Lease or any other obligation of Tenant
<br />to Landlord, or by any failure, delay, neglect or omission by Landlord to realize upon or protect any
<br />righ!s or remedies it mayor might have had in cOIUlection with the Lease.
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<br />6. Guarantor hereby agrees that the Landlord from time to time, before or after any
<br />default by Tenant, with or without further notice to or assent from Guarantor, may, without in any
<br />manner affecting the liability of Guarantor, and upon such terms and conditions as it may deem
<br />advisable: (a) extend in whole or in part (by renewal or otherwise), modify, change or release any
<br />indebtedness, liability or obligation of the Tenant under the Lease or of any other person secondarily
<br />or othery.rise liable for any obligation of the Tenant under the Lease, or waive any default with
<br />respect to the Lease; and (b) settle, adjust or compromise any claim of Landlord against Tenant or
<br />any other person secondarily or otherwise liable for any indebtedness, liability or obligation of
<br />Tenant. The Guarantor hereby consents to and ratifies and confirms any such extension, renewal,
<br />change, release, waiver, surrender, exchange, modification, substitution, settlement, adjustment or
<br />compromise and agrees that the same shall be binding upon Guarantor, and Guarantor hereby
<br />expreSsly waives any and all defenses, counterclaims or offsets which Guarantor might or could
<br />have by reason thereof, it being understood that Guarantor shall at all times be bound by this
<br />Guaranty and remain liable to Landlord hereunder.
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<br />EXHIBIT "D"
<br />Page 2 of 7
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