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3. Right . Landlord, without: (a) authorization from, or notice to, Guarantor; and/or (b) impairing or affecting
<br />the liability of Guarantor hereunder; from time to time, at its discretion and with or without consideration,
<br />may: (i) alter, compromise, accelerate, or extend the time or manner for the payment or performance of any
<br />or all of the Obligations; (ii) increase or reduce the rate of interest payable on any or all of the Obligations;
<br />(iii) release, discharge, or increase the obligations of Tenant; (iv) add, release, discharge, or increase the
<br />obligations of any other endorsers, sureties, guarantors, or other obligors; (v) make changes of any sort
<br />whatever in the terms or conditions of (A) payment or performance of the Obligations, or (B) doing
<br />business with Tenant or any other party; (vi) settle or compromise with Tenant or any other party on such
<br />terms and conditions as Landlord may determine to be in its best interests; and (vii) apply all moneys
<br />received from Tenant or any other party against the payment of the Obligations (regardless of whether then
<br />due) as Landlord may determine to be in its best interests, without in any way being required to: (A)
<br />marshal securities or assets; or (B) apply all or any part of such moneys against any particular part of the
<br />Obligations. Landlord is not required to retain, protect, exercise due care with respect to, perfect security
<br />interests in, or otherwise assure or safeguard any collateral or security for the Obligations. No exercise, or
<br />failure to exercise, by Landlord of any right or remedy in any way shall: (y) affect: (i) any of the
<br />obligations of Guarantor hereunder; or (ii) any collateral or security furnished by Guarantor; or (z) give
<br />Guarantor any recourse against Landlord.
<br />4. Continuing Liability. Notwithstanding the incapacity, death, disability, dissolution, or termination of
<br />Tenant or any other party, the liability of Guarantor hereunder shall continue. The failure by Landlord to
<br />file or enforce a claim against the estate (either in administration, bankruptcy, or other proceeding) of
<br />Tenant or any other party shall not affect the liability of Guarantor hereunder. Guarantor shall not be
<br />released from liability hereunder if recovery from Tenant or any other party: (a) becomes barred by any
<br />statute of limitations; or (b) otherwise is restricted, prevented, or unavailable.
<br />5. Action by Landlord. Landlord shall not be required to pursue any other rights or remedies before invoking
<br />., the benefits of this Guaranty. Specifically, Landlord shall not be required to exhaust its rights and remedies
<br />against Tenant or any other endorser, surety, guarantor, or other obligor. Landlord may maintain an action
<br />on this Guaranty, regardless of whether: (a) Tenant is joined in such action; or (b) a separate action is
<br />brought against Tenant.
<br />6. Default. Guarantor absolutely and unconditionally covenants and agrees that, i£ (a) Tenant defaults for any
<br />reason in the payment or performance of all or any part of the Obligations; and (b) Landlord exercises any
<br />of its rights or remedies under the Lease; then Guarantor shall pay, upon demand, such amounts as may be
<br />due to Landlord as a result of the default by Tenant and the exercise by Landlord of its rights or remedies,
<br />without: (i) further notice of default or dishonor; and (ii) any notice with respect to any matter or
<br />occurrence having been given to Guarantor previous to such demand.
<br />7. Preference. 11 (a) any payment by Tenant to Landlord is held to constitute a preference under any
<br />bankruptcy law; or (b) Landlord is required for any reason to refimd any such payment, or pay the amount
<br />thereof to any party; then: (i) such payment by Tenant to Landlord shall not constitute a release of
<br />Guarantor from any liability under this Guaranty; (ii) Guarantor shall pay the amount thereof to Landlord
<br />upon demand; and (iii) this Guaranty shall continue to be effective or shall be reinstated, as the case may
<br />be, to the extent of any such payment.
<br />8. Subordinated Debt. Guarantor expressly agrees that: (a) all Subordinated Debt (as defined below) shall be
<br />subordinated to the Obligations; (b) it shall not receive or accept any payment from Tenant with respect to
<br />the Subordinated Debt at any time from and after an Event of Default; and (c) if it receives or accepts any
<br />payment from Tenant on the Subordinated Debt in violation of this Section, then Guarantor shall: (i) hold
<br />such payment in trust for Landlord; and (ii) immediately turn such payment over to Landlord, in the form
<br />received, to be applied to the Obligations. For purposes of this Guaranty, "Subordinated Debt" shall mean
<br />all obligations, liabilities, and indebtedness of Tenant to Guarantor, together with all interest accruing
<br />thereon, whether such obligations, liabilities, and indebtedness are: (A) direct, indirect, fixed, contingent,
<br />liquidated, unliquidated, joint, several, joint and several, or evidenced by a written instrument; or (B) now
<br />due or hereafter to be due, now existing or hereafter owed, or now held or hereafter to be held by
<br />Guarantor.
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<br />F.-IDATA1 SHAREILegallWpdatalSEPlEconomic DevelopmenlOillie's1.S`tate CafelState Cafe Lease (version 5).doc
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