obligations, liabilities, sums and expenses set forth in clauses
(i) and (ii) of this Section 2.1 being collectively called the "Guaranteed
Obligations," it being acknowledged and agreed that the "Guaranteed Obligations"
shall include Loans made under the Loan Documents, whether made on the date of
this Guaranty or from time to time after the date of this Guaranty.
6
2.2
GUARANTY OF PAYMENT.
THIS GUARANTY CONSTITUTES A GUARANTY OF
PAYMENT WHEN DUE AND NOT MERELY OF COLLECTION, AND GUARANTOR SPECIFICALLY AGREES
THAT IT SHALL NOT BE NECESSARY OR REQUIRED THAT BANK EXERCISE ANY RIGHT, ASSERT
ANY CLAIM OR DEMAND OR ENFORCE ANY REMEDY WHATSOEVER AGAINST BORROWER (OR ANY
OTHER PERSON) OR ANY PROPERTY BEFORE OR AS A CONDITION TO THE OBLIGATIONS OF
GUARANTOR HEREUNDER.
2.3
GUARANTY ABSOLUTE, ETC.
THIS GUARANTY SHALL IN ALL RESPECTS BE A
CONTINUING, ABSOLUTE, UNCONDITIONAL AND IRREVOCABLE GUARANTY OF PAYMENT, AND
SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL ALL OF THE GUARANTEED OBLIGATIONS
HAVE BEEN ABSOLUTELY, IRREVOCABLY AND UNCONDITIONALLY FULFILLED, PERFORMED OR
MET, WHETHER BY GUARANTOR, BORROWER OR OTHER PERSON.
GUARANTOR GUARANTEES THAT
THE GUARANTEED OBLIGATIONS WILL BE PAID STRICTLY IN ACCORDANCE WITH THE TERMS OF
THE LOAN DOCUMENTS UNDER WHICH THEY 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 BANK. WITHOUT LIMITING THE FOREGOING, THE LIABILITY OF
GUARANTOR UNDER THIS GUARANTY SHALL BE ABSOLUTE, UNCONDITIONAL AND IRREVOCABLE,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS IRRESPECTIVE OF:
(A)
ANY LACK OF VALIDITY, LEGALITY OR ENFORCEABILITY OF THE LOAN
DOCUMENTS OR ANY LACK OF CAPACITY OR CHANGE IN STATUS OF BORROWER (INCLUDING,
WITHOUT LIMITATION, ANY BANKRUPTCY REORGANIZATION, INSOLVENCY, MERGER,
CONSOLIDATION, LIQUIDATION OR OTHER PROCEEDING OR EVENT RELATING TO BORROWER);
(B)
ANY EXERCISE OF, OR ANY ELECTION NOT OR FAILURE TO EXERCISE, DELAY
IN THE EXERCISE OF, WAIVER OF, OR FORBEARANCE OR OTHER INDULGENCE WITH RESPECT
TO, ANY RIGHT, REMEDY OR POWER AVAILABLE TO BANK, INCLUDING (I) ANY ELECTION NOT
OR FAILURE TO EXERCISE ANY RIGHT OF SETOFF, RECOUPMENT OR COUNTERCLAIM, (II) ANY
ELECTION OF REMEDIES EFFECTED BY BANK, INCLUDING THE FORECLOSURE UPON ANY REAL
ESTATE CONSTITUTING COLLATERAL, WHETHER OR NOT SUCH ELECTION AFFECTS THE RIGHT
TO OBTAIN A DEFICIENCY JUDGMENT, AND (III) ANY ELECTION BY BANK IN ANY
PROCEEDING UNDER THE BANKRUPTCY CODE OF THE APPLICATION OF SECTION 1111(B)(2) OF
SUCH CODE;
(C)
ANY CHANGE IN THE TIME, MANNER OR PLACE OF PAYMENT OF, OR IN ANY
OTHER TERM OF, ALL OR ANY OF THE GUARANTEED OBLIGATIONS, OR ANY OTHER INCREASE,
DECREASE, PREPAYMENT, EXTENSION, COMPROMISE OR RENEWAL OF ANY GUARANTEED
OBLIGATION;
(D)
ANY INCREASE, REDUCTION, LIMITATION, IMPAIRMENT OR TERMINATION OF
THE GUARANTEED OBLIGATIONS FOR ANY REASON (OTHER THAN PAYMENT), INCLUDING ANY
CLAIM OF WAIVER, RELEASE, SURRENDER, ALTERATION OR COMPROMISE, AND SHALL NOT BE
SUBJECT TO (AND GUARANTOR HEREBY WAIVES ANY RIGHT TO OR CLAIM OF) ANY DEFENSE OR
SETOFF, COUNTERCLAIM, RECOUPMENT OR TERMINATION WHATSOEVER BY REASON OF THE
INVALIDITY, ILLEGALITY, NONGENUINENESS, IRREGULARITY, COMPROMISE,
UNENFORCEABILITY OF, OR ANY