THAN THE FULL
AMOUNT CLAIMED.
EACH GUARANTOR HEREBY WAIVES ANY RIGHT TO WHICH IT MAY BE
ENTITLED TO HAVE THE ASSETS OF THE BORROWER FIRST BE USED AND DEPLETED AS
PAYMENT OF THE BORROWER'S OR SUCH GUARANTOR'S OBLIGATIONS HEREUNDER PRIOR TO ANY
AMOUNTS BEING CLAIMED FROM OR PAID BY SUCH GUARANTOR HEREUNDER.
EACH GUARANTOR
HEREBY WAIVES ANY RIGHT TO WHICH IT MAY BE ENTITLED TO REQUIRE THAT THE BORROWER
BE SUED PRIOR TO AN ACTION BEING INITIATED AGAINST SUCH GUARANTOR.
5
(D)
EACH GUARANTOR FURTHER AGREES THAT ITS
GUARANTEE HEREIN CONSTITUTES A GUARANTEE OF PAYMENT WHEN DUE (AND NOT A
GUARANTEE OF COLLECTION) AND WAIVES ANY RIGHT TO REQUIRE THAT ANY RESORT BE HAD
BY THE HOLDER TO ANY SECURITY HELD FOR PAYMENT OF THE GUARANTEED OBLIGATIONS.
(E)
THE OBLIGATIONS OF EACH GUARANTOR HEREUNDER
SHALL NOT BE SUBJECT TO ANY REDUCTION, LIMITATION, IMPAIRMENT OR TERMINATION FOR
ANY REASON (OTHER THAN PAYMENT OF THE GUARANTEED OBLIGATIONS IN FULL), INCLUDING
ANY CLAIM OF WAIVER, RELEASE, SURRENDER, ALTERATION OR COMPROMISE OF ANY
GUARANTEED OBLIGATION, AND SHALL NOT BE SUBJECT TO ANY DEFENSE OF SETOFF,
COUNTERCLAIM, RECOUPMENT OR TERMINATION WHATSOEVER OR BY REASON OF THE
INVALIDITY, ILLEGALITY OR UNENFORCEABILITY OF THE GUARANTEED OBLIGATIONS OR
OTHERWISE.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE OBLIGATIONS OF
EACH GUARANTOR HEREIN SHALL NOT BE DISCHARGED OR IMPAIRED OR OTHERWISE AFFECTED
BY THE FAILURE OF THE HOLDER TO ASSERT ANY CLAIM OR DEMAND OR TO ENFORCE ANY
REMEDY UNDER THIS NOTE OR ANY OTHER AGREEMENT, BY ANY WAIVER OR MODIFICATION OF
ANY PROVISION THEREOF BY ANY DEFAULT, FAILURE OR DELAY, WILLFUL OR OTHERWISE, IN
THE PERFORMANCE OF THE GUARANTEED OBLIGATIONS, OR BY ANY OTHER ACT OR OMISSION
OR DELAY TO DO ANY OTHER ACT THAT MAY OR MIGHT IN ANY MANNER OR TO ANY EXTENT
VARY THE RISK OF ANY GUARANTOR OR THAT WOULD OTHERWISE OPERATE AS A DISCHARGE OF
ANY GUARANTOR AS A MATTER OF LAW OR EQUITY.
(F)
EACH GUARANTOR AGREES THAT ITS GUARANTEE
SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL PAYMENT IN FULL OF ALL THE
GUARANTEED OBLIGATIONS.
EACH GUARANTOR FURTHER AGREES THAT ITS GUARANTEE HEREIN
SHALL CONTINUE TO BE EFFECTIVE OR BE REINSTATED, AS THE CASE MAY BE, IF AT ANY
TIME PAYMENT, OR ANY PART THEREOF, OF PRINCIPAL OF OR INTEREST ON ANY GUARANTEED
OBLIGATION IS RESCINDED OR MUST OTHERWISE BE RESTORED BY THE HOLDER UPON THE
BANKRUPTCY OR REORGANIZATION OF THE BORROWER OR OTHERWISE.
(G)
IN FURTHERANCE OF THE FOREGOING AND NOT IN
LIMITATION OF ANY OTHER RIGHT WHICH THE HOLDER HAS AT LAW OR IN EQUITY AGAINST
ANY GUARANTOR BY VIRTUE HEREOF, UPON THE FAILURE OF THE BORROWER TO PAY THE
GUARANTEED OBLIGATION WHEN AND AS THE SAME SHALL BECOME DUE, WHETHER AT
MATURITY, BY ACCELERATION, BY PREPAYMENT OR OTHERWISE, EACH GUARANTOR HEREBY
PROMISES TO AND SHALL, UPON RECEIPT OF WRITTEN DEMAND BY THE HOLDER, FORTHWITH
PAY, OR CAUSE TO BE PAID, IN CASH, TO THE HOLDER AN AMOUNT EQUAL TO THE SUM OF
(I) THE UNPAID AMOUNT OF