IN FULL OR PERFORMED, ALL IN ACCORDANCE WITH THE TERMS HEREOF AND THEREOF;
AND
(B)
IN CASE OF ANY EXTENSION OF TIME OF PAYMENT OR RENEWAL OF THE NOTE OR
ANY OF SUCH OTHER OBLIGATIONS, THAT THE SAME SHALL BE PROMPTLY PAID IN FULL WHEN
DUE OR PERFORMED IN ACCORDANCE WITH THE TERMS OF THE EXTENSION OR RENEWAL,
WHETHER AT STATED MATURITY, BY ACCELERATION OR OTHERWISE.
Failing payment when due of any amount so guaranteed or any performance so
guaranteed for whatever reason, the Guarantors shall be jointly and severally
obligated to pay the same immediately. Each Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.
4.2
GUARANTEE ABSOLUTE AND UNCONDITIONAL.
THE GUARANTORS HEREBY AGREE
THAT THEIR OBLIGATIONS HEREUNDER ARE UNCONDITIONAL, IRRESPECTIVE OF THE
VALIDITY, REGULARITY OR ENFORCEABILITY OF THIS AGREEMENT, THE NOTE OR ANY OTHER
LOAN DOCUMENT, THE ABSENCE OF ANY ACTION TO ENFORCE THE SAME, ANY WAIVER OR
CONSENT BY LENDER OR ITS SUCCESSORS OR ASSIGNS WITH RESPECT TO ANY PROVISIONS
HEREOF OR THEREOF, THE RECOVERY OF ANY JUDGMENT AGAINST BORROWER, ANY ACTION TO
ENFORCE THE SAME OR ANY OTHER CIRCUMSTANCE WHICH MIGHT OTHERWISE CONSTITUTE A
LEGAL OR EQUITABLE DISCHARGE OR DEFENSE OF A GUARANTOR.
4.3
AMENDMENTS, ETC. WITH RESPECT TO THE BORROWER OBLIGATIONS.
EACH
GUARANTOR SHALL REMAIN OBLIGATED HEREUNDER AND UNDER EACH OTHER LOAN DOCUMENT
NOTWITHSTANDING THAT, WITHOUT ANY RESERVATION OF RIGHTS AGAINST ANY GUARANTOR
AND WITHOUT NOTICE TO OR FURTHER ASSENT BY ANY GUARANTOR, ANY DEMAND FOR PAYMENT
OF ANY OF THE OBLIGATIONS MADE BY LENDER MAY BE RESCINDED BY LENDER AND ANY OF
THE OBLIGATIONS CONTINUED, AND THE OBLIGATIONS, OR THE LIABILITY OF ANY OTHER
PERSON UPON OR FOR ANY PART THEREOF, OR ANY COLLATERAL SECURITY OR GUARANTEE
THEREFOR OR RIGHT OF OFFSET WITH RESPECT THERETO, MAY, FROM TIME TO TIME, IN
WHOLE OR IN PART, BE RENEWED, EXTENDED, AMENDED, MODIFIED, ACCELERATED,
COMPROMISED, WAIVED, SURRENDERED OR RELEASED BY LENDER, AND THE OTHER LOAN
DOCUMENTS AND ANY OTHER DOCUMENTS EXECUTED AND DELIVERED IN CONNECTION THEREWITH
MAY BE AMENDED, MODIFIED, SUPPLEMENTED OR TERMINATED, IN WHOLE OR IN PART, AS
LENDER MAY DEEM ADVISABLE FROM TIME TO TIME, AND ANY COLLATERAL SECURITY,
GUARANTEE OR RIGHT OF OFFSET AT ANY TIME HELD BY LENDER FOR THE PAYMENT OF THE
OBLIGATIONS MAY BE SOLD, EXCHANGED, WAIVED, SURRENDERED OR RELEASED. LENDER
SHALL HAVE NO OBLIGATION TO PROTECT, SECURE, PERFECT OR INSURE ANY LIEN AT ANY
TIME HELD BY IT AS SECURITY FOR THE OBLIGATIONS OR FOR THE GUARANTEE CONTAINED
IN THIS ARTICLE 3 OR ANY PROPERTY SUBJECT THERETO.
4.4
WAIVERS.
EACH GUARANTOR HEREBY WAIVES, FOR THE BENEFIT OF LENDER AND
ITS SUCCESSORS, INDORSEES, TRANSFEREES AND ASSIGNS:
(A)
ANY RIGHT TO REQUIRE ANY PERSON, AS A CONDITION OF PAYMENT OR
PERFORMANCE BY SUCH GUARANTOR, TO (I) PROCEED AGAINST BORROWER, ANY OTHER
GUARANTOR (INCLUDING ANY OTHER GUARANTOR) OF THE OBLIGATIONS OR ANY OTHER
PERSON, (II) PROCEED AGAINST OR EXHAUST ANY SECURITY HELD FROM BORROWER, ANY
SUCH OTHER GUARANTOR OR ANY OTHER PERSON,
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(iii) proceed against