OR
OWING BY THE LENDER OR ANY AFFILIATE THEREOF TO OR FOR THE CREDIT OR THE ACCOUNT
OF THE BORROWERS.
THE LENDER AGREES PROMPTLY TO NOTIFY THE BORROWERS AFTER ANY
SUCH SET-OFF AND APPLICATION MADE BY THE LENDER; PROVIDED THAT THE FAILURE TO
GIVE SUCH NOTICE SHALL NOT AFFECT THE VALIDITY OF SUCH SET-OFF AND APPLICATION.
SECTION 11.17
GUARANTEE PROVISIONS; JOINT AND SEVERAL
LIABILITY. EACH BORROWER ACKNOWLEDGES AND AGREES THAT, WHETHER OR NOT
SPECIFICALLY INDICATED AS SUCH IN A LOAN DOCUMENT, ALL OBLIGATIONS SHALL BE
JOINT AND SEVERAL OBLIGATIONS OF EACH INDIVIDUAL BORROWER, AND IN FURTHERANCE OF
SUCH JOINT AND SEVERAL OBLIGATIONS, EACH BORROWER HEREBY IRREVOCABLY GUARANTEES
THE PAYMENT OF ALL OBLIGATIONS OF EACH OTHER BORROWER AS SET FORTH BELOW:
(A)
GUARANTEE.
EACH BORROWER HEREBY JOINTLY
AND SEVERALLY, ABSOLUTELY, UNCONDITIONALLY AND IRREVOCABLY GUARANTEES THE FULL
AND PUNCTUAL PAYMENT WHEN DUE, WHETHER AT STATED MATURITY, BY REQUIRED
PREPAYMENT, DECLARATION, ACCELERATION, DEMAND OR OTHERWISE, OF ALL OBLIGATIONS;
PROVIDED, HOWEVER, THAT EACH BORROWER SHALL ONLY BE LIABLE UNDER THIS AGREEMENT
FOR THE MAXIMUM AMOUNT OF SUCH LIABILITY THAT CAN BE HEREBY INCURRED WITHOUT
RENDERING THIS AGREEMENT, AS IT RELATES TO SUCH BORROWER, VOIDABLE UNDER
APPLICABLE LAW RELATING TO FRAUDULENT CONVEYANCE OR FRAUDULENT TRANSFER, AND NOT
FOR ANY GREATER AMOUNT.
THIS GUARANTEE CONSTITUTES A GUARANTY OF PAYMENT WHEN
DUE AND NOT OF COLLECTION, AND EACH BORROWER SPECIFICALLY AGREES THAT IT SHALL
NOT BE NECESSARY OR REQUIRED THAT THE LENDER EXERCISE ANY RIGHT, ASSERT ANY
CLAIM OR
64
DEMAND OR ENFORCE ANY REMEDY WHATSOEVER AGAINST ANY OBLIGOR OR ANY OTHER PERSON
BEFORE OR AS A CONDITION TO THE OBLIGATIONS OF SUCH BORROWER HEREUNDER.
(B)
GUARANTEE ABSOLUTE, ETC.
THE GUARANTEE
AGREED TO ABOVE SHALL IN ALL RESPECTS BE A CONTINUING, ABSOLUTE, UNCONDITIONAL
AND IRREVOCABLE GUARANTEE OF PAYMENT, AND SHALL REMAIN IN FULL FORCE AND EFFECT
UNTIL THE TERMINATION DATE.
EACH BORROWER JOINTLY AND SEVERALLY GUARANTEES THAT
THE OBLIGATIONS SHALL BE PAID STRICTLY IN ACCORDANCE WITH THE TERMS OF EACH LOAN
DOCUMENT UNDER WHICH SUCH OBLIGATIONS ARISE, REGARDLESS OF ANY LAW, REGULATION
OR ORDER NOW OR HEREAFTER IN EFFECT IN ANY JURISDICTION AFFECTING ANY OF SUCH
TERMS OR THE RIGHTS OF THE LENDER WITH RESPECT THERETO.
THE LIABILITY OF EACH
BORROWER UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL, ABSOLUTE,
UNCONDITIONAL AND IRREVOCABLE IRRESPECTIVE OF (I) ANY LACK OF VALIDITY, LEGALITY
OR ENFORCEABILITY OF ANY LOAN DOCUMENT; (II) THE FAILURE OF THE LENDER (A) TO
ASSERT ANY CLAIM OR DEMAND OR TO ENFORCE ANY RIGHT OR REMEDY AGAINST ANY OBLIGOR
OR ANY OTHER PERSON (INCLUDING ANY OTHER GUARANTOR) UNDER THE PROVISIONS OF ANY
LOAN DOCUMENT OR OTHERWISE, OR (B) TO EXERCISE ANY RIGHT OR REMEDY AGAINST ANY
OTHER GUARANTOR (INCLUDING ANY OBLIGOR) OF, OR COLLATERAL SECURING, ANY
OBLIGATIONS; (III) ANY CHANGE IN THE TIME, MANNER OR PLACE OF PAYMENT OF, OR IN
ANY OTHER TERM OF, ALL OR ANY PART OF THE OBLIGATIONS, OR ANY OTHER EXTENSION,
COMPROMISE OR RENEWAL OF ANY OBLIGATION; (IV) ANY REDUCTION, LIMITATION,
IMPAIRMENT OR TERMINATION OF ANY OBLIGATIONS FOR ANY REASON,