Common use of Payment of Guaranteed Obligations Clause in Contracts

Payment of Guaranteed Obligations. At any time after all or any portion of the Guaranteed Obligations are due and payable, whether on maturity, after the acceleration of any of the Guaranteed Obligations, on the occurrence of an Event of Default, on the occurrence of any default under this Guaranty, or otherwise: (a) Lender will have the right: (i) to proceed directly against Guarantor under this Guaranty without first exhausting any other remedy it may have and without resorting to any security or guaranty held by Lender, and (ii) to compromise, settle, release, discharge or terminate any of the obligations of any other guarantor(s) of the Guaranteed Obligations as Lender, in its discretion, determines without thereby in any way affecting, limiting or diminishing its rights thereafter to enforce the obligations of Guarantor under this Guaranty; (b) Guarantor will, on the demand of Lender, immediately deposit with Lender in U.S. dollars the total amount of the Guaranteed Obligations; (c) Lender will have the right to sell, collect, or otherwise dispose of and to apply the proceeds of any collateral or other security given to Lender with respect to the Guaranteed Obligations in satisfaction of the Guaranteed Obligations; and (d) Lender will have the right to exercise all of Lender’s other powers, rights and remedies under this Guaranty, the Loan Documents and under applicable law. Lender will not have any obligation to marshal any assets in favor of Guarantor or against or in payment of any or all of the Guaranteed Obligations.

Payment of Guaranteed Obligations. At (a) If any time after all Guarantor should dissolve or become insolvent (within the meaning of the UCC), or if a petition for an order for relief with respect to any Guarantor should be filed by or against such Guarantor under any chapter of the Bankruptcy Code, or if a receiver, trustee or conservator should be appointed for any Guarantor or any portion of any Guarantor’s property, or if an Event of Default shall occur and be continuing, then, in any such event and whether or not any of the Guaranteed Obligations is then due and payable or the maturity thereof has been accelerated or demand for payment thereof has been made, Agent may, without notice to any Guarantor, make the Guaranteed Obligations immediately due and payable hereunder as to such Guarantor and Agent shall be entitled to enforce the obligations of such Guarantor hereunder as if the Guaranteed Obligations were then due and payable in full. If any of the Guaranteed Obligations are due collected by or through an attorney at law, each Guarantor shall pay to Agent reasonable attorneys’ fees and payablecourt costs. (b) Each Guarantor’s payment of the Guaranteed Obligations shall be without setoff or other deductions, whether on maturityirrespective of any counterclaim, after defense or other claim that such Guarantor may have or assert at any time. If for any reason the acceleration of Borrower has no legal existence or is under no legal obligation to discharge any of the Guaranteed Obligations, on the occurrence of an Event of Default, on the occurrence of or if any default under this Guaranty, or otherwise: (a) Lender will have the right: (i) to proceed directly against Guarantor under this Guaranty without first exhausting any other remedy it may have and without resorting to any security or guaranty held by Lender, and (ii) to compromise, settle, release, discharge or terminate any of the obligations of any other guarantor(s) of the Guaranteed Obligations become unrecoverable from the Borrower by reason of the Borrower’s insolvency, bankruptcy or reorganization or by other operation of law or for any other reason, this Guaranty shall nevertheless be binding on each Guarantor to the same extent as Lender, in its discretion, determines without thereby in if such Guarantor had at all times been the principal obligor on all such Guaranteed Obligations. If acceleration of the time for payment of any way affecting, limiting or diminishing its rights thereafter to enforce the obligations of Guarantor under this Guaranty; (b) Guarantor will, on the demand of Lender, immediately deposit with Lender in U.S. dollars the total amount of the Guaranteed Obligations; Obligations is stayed upon the insolvency, bankruptcy or reorganization of debt or for any other reason, all such amounts otherwise subject to acceleration under the terms of any Loan Documents or other instrument or agreement evidencing or securing the payment of the Guaranteed Obligations shall be immediately due and payable by Guarantor. (c) Lender will have The books and records of Agent showing the right to sellaccount between Agent and the Borrower shall be admissible in evidence in any action or proceeding against or involving any Guarantor as prima facie proof of the items therein set forth, collect, or otherwise dispose and the monthly statements of and to apply the proceeds of any collateral or other security given to Lender with respect Agent rendered to the Guaranteed Obligations in satisfaction Borrower, to the extent no written objection thereto is made within 30 days from the date of sending thereof to the Guaranteed Obligations; Borrower, shall be deemed conclusively correct and (d) Lender will have shall constitute an account stated between Agent and the right to exercise all of Lender’s other powers, rights Borrower and remedies under this Guaranty, the Loan Documents and under applicable law. Lender will not have any obligation to marshal any assets in favor of Guarantor or against or in payment of any or all of the Guaranteed Obligationsshall be binding on each Guarantor.

Payment of Guaranteed Obligations. At any time after all or any portion of the Guaranteed Obligations are due and payable, whether on maturity, after the acceleration of any of the Guaranteed Obligations, on the occurrence of an Event of Default, on the occurrence of any default under this Guaranty, or otherwise: (ai) Lender Guarantor will, on the demand of Bank, immediately deposit with Bank in U.S. dollars the total amount of the Guaranteed Obligations due and payable (whether due and payable as a result of maturity, acceleration, or otherwise), and (ii) Bank will have the right: (ia) to proceed directly against Guarantor under this Guaranty without first exhausting any other remedy it may have and without resorting to any security or guaranty held by LenderBank, and (iib) to compromise, settle, release, discharge or terminate any of the obligations of any other obligor(s) or guarantor(s) of the Guaranteed Obligations as LenderBank, in its discretion, determines without thereby in any way affecting, limiting or diminishing its rights thereafter to enforce the obligations of Guarantor under this Guaranty; (b) Guarantor will, on the demand of Lender, immediately deposit with Lender in U.S. dollars the total amount of the Guaranteed Obligations; (c) Lender will have the right to sell, collect, or otherwise dispose of and to apply the proceeds of any collateral or other security given to Lender Bank with respect to the Guaranteed Obligations in satisfaction of the Guaranteed Obligations; Obligations in such order and method of application as may be elected by Bank in its discretion exercised in good faith, and (d) Lender will have the right to exercise all of LenderBank’s other powers, rights and remedies under this Guaranty, the Parent Pledge Agreement, the other Loan Documents and under applicable law. Lender Bank will not have any obligation to marshal any assets in favor of Guarantor or against or in payment of any or all of the Guaranteed Obligations.

Payment of Guaranteed Obligations. At any time after all or any portion of the Guaranteed Obligations are due and payable, whether on maturity, after the acceleration of any of the Guaranteed Obligations, on the occurrence of an Event of Default, on the occurrence of any default under this Guaranty, or otherwise: (ai) Guarantor will, on the demand of Lender, immediately deposit with Lender in U.S. dollars the total amount of the Guaranteed Obligations due and payable (whether due and payable as a result of maturity, acceleration, or otherwise), and (ii) Lender will have the right: (ia) to proceed directly against Guarantor under this Guaranty without first exhausting any other remedy it may have and without resorting to any security or guaranty held by Lender, and (iib) to compromise, settle, release, discharge or terminate any of the obligations of any other guarantor(s) of the Guaranteed Obligations as Lender, in its discretion, determines without thereby in any way affecting, limiting or diminishing its rights thereafter to enforce the obligations of Guarantor under this Guaranty; (b) Guarantor will, on the demand of Lender, immediately deposit with Lender in U.S. dollars the total amount of the Guaranteed Obligations; (c) Lender will have the right to sell, collect, or otherwise dispose of and to apply the proceeds of any collateral or other security given to Lender with respect to the Guaranteed Obligations in satisfaction of the Guaranteed Obligations; Obligations in such order and method of application as may be elected by Lender in its discretion exercised in good faith, and (d) Lender will have the right to exercise all of Lender’s other powers, rights and remedies under this Guaranty, the Security Documents, the other Loan Documents and under applicable law. Lender will not have any obligation to marshal any assets in favor of Guarantor or against or in payment of any or all of the Guaranteed Obligations.

Payment of Guaranteed Obligations. At any time after all or any portion of the Guaranteed Obligations are due and payable, whether on maturity, after the acceleration of any of the Guaranteed ObligationsLoans, on the occurrence of an Event of DefaultDefault (as defined in the Financing Agreement), on the occurrence of any default under this Guaranty, or otherwise: (ai) Lender will have the right: right (ia) to proceed directly against Guarantor under this Guaranty without first exhausting any other remedy it may have and without resorting to any security or guaranty held by Lender, it and (iib) to compromise, settle, release, discharge or terminate any of the obligations of any other guarantor(s) of the Guaranteed Obligations as Lender, in its sole discretion, determines without thereby in any way affecting, limiting or diminishing its rights thereafter to enforce the obligations of Guarantor under this Guaranty; (bii) Guarantor will, on the demand of Lender, immediately deposit with Lender in U.S. dollars the total amount of the Guaranteed Obligations; (ciii) Lender will have the right to sell, collect, or otherwise dispose of and to apply the proceeds of any collateral or other security given to Lender with respect to the Guaranteed Obligations in satisfaction of the Guaranteed Obligations; and (div) Lender will have the right to exercise all of Lender’s 's other powers, rights and remedies under this Guaranty, the Loan Documents and under applicable law. Lender will not have any no obligation to marshal any marsxxxx xxx assets in favor of Guarantor or against or in payment of any or all of the Guaranteed Obligations.

Payment of Guaranteed Obligations. At any time after all or any portion of the Guaranteed Obligations are due and payable, whether on maturity, after the acceleration of any of the Guaranteed Obligations, on the occurrence and continuance of an Event of Default, on the occurrence and continuance of any default under this Guaranty, or otherwise: (ai) Lender Agent will have the right: (ia) to proceed directly against any and each Guarantor under this Guaranty without first exhausting any other remedy it may have and without resorting to any security or guaranty held by Lender, Agent for the benefit of the Secured Creditors and (iib) to compromise, settle, release, discharge or terminate any of the obligations of any other guarantor(s) of the Guaranteed Obligations as LenderAgent, in its discretiondiscretion exercised in good faith, determines without thereby in any way affecting, limiting or diminishing its rights thereafter to enforce the obligations of any Guarantor under this Guaranty; (bii) Guarantor Guarantors will, on the demand of LenderAgent, immediately deposit with Lender Agent, for the benefit of the Secured Creditors, in U.S. dollars Dollars the total amount of the Guaranteed ObligationsObligations due and payable (whether due as a result of the maturity, acceleration, or otherwise); (ciii) Lender Agent will have the right to sell, collect, or otherwise dispose of and to apply the proceeds of any collateral or other security given to Lender Agent, for the benefit of the Secured Creditors, with respect to the Guaranteed Obligations in satisfaction of the Guaranteed Obligations; and (div) Lender Agent will have the right to exercise all of Lender’s the Secured Creditors’ other powers, rights and remedies under this Guaranty, the Security Document, and the other Loan Documents and under applicable law. Lender No Secured Creditor will not have any obligation to marshal any assets in favor of Guarantor Guarantors or against or in payment of any or all of the Guaranteed Obligations.

Payment of Guaranteed Obligations. At any time after all or any portion of the Guaranteed Obligations are due and payable, whether on maturity, on Lender's demand for payment, after the acceleration of any of the Guaranteed Obligations, Obligations on the occurrence of an Event of DefaultDefault (as defined in the Financing Agreement), on the occurrence of any a default under this Guaranty, or otherwise: (ai) Lender will have the right: right (ia) to proceed directly against each Guarantor (or any of them in any order) under this Guaranty without first exhausting any other remedy it may have and without resorting to any security or guaranty held by Lender, it and (iib) to compromise, settle, release, discharge or terminate any of the obligations of any other guarantor(sof such Guarantor(s) of the Guaranteed Obligations as Lender, in its sole and absolute discretion, determines without thereby in any way affecting, limiting or diminishing its rights thereafter to enforce the obligations of Guarantor Guarantors (individually and collectively) under this Guaranty; (bii) each Guarantor (except Berexxxx Xxxxxxx & Xompany, L.P., to the extent it has already done so) will, on the demand of Lender, immediately deposit with Lender in U.S. dollars the total amount of the Guaranteed ObligationsObligations up to the Maximum Individual Liability specified in SECTION 1.2 above; and (ciii) Lender will have the right to sell, collect, or otherwise dispose of and to apply the proceeds of any collateral or other security given to Lender with respect to the Guaranteed Obligations in satisfaction of the Guaranteed Obligations; and (d) . Lender will have the right to exercise all of Lender’s other powers, rights and remedies under this Guaranty, the Loan Documents and under applicable law. Lender will not have any no obligation to marshal any marsxxxx xxx assets in favor of any Guarantor or against or in payment of any or all of the Guaranteed Obligations.

Payment of Guaranteed Obligations. At any time after all or any portion of the Guaranteed Obligations are due and payable, whether on maturity, after the acceleration of any of the Guaranteed Obligations, on the occurrence of an Event of Default, on the occurrence of any default under this Guaranty, or otherwise: (ai) Lender Guarantor will, on the demand of Bank, immediately deposit with Bank in U.S. dollars the total amount of the Guaranteed Obligations due and payable (whether due and payable as a result of maturity, acceleration, or otherwise), and (ii) Bank will have the right: (ia) to proceed directly against Guarantor under this Guaranty without first exhausting any other remedy it may have and without resorting to any security or guaranty held by LenderBank, and (iib) to compromise, settle, release, discharge or terminate any of the obligations of any other obligor(s) or guarantor(s) of the Guaranteed Obligations as LenderBank, in its discretion, determines without thereby in any way affecting, limiting or diminishing its rights thereafter to enforce the obligations of Guarantor under this Guaranty; (b) Guarantor will, on the demand of Lender, immediately deposit with Lender in U.S. dollars the total amount of the Guaranteed Obligations; (c) Lender will have the right to sell, collect, or otherwise dispose of and to apply the proceeds of any collateral or other security given to Lender Bank with respect to the Guaranteed Obligations in satisfaction of the Guaranteed Obligations; Obligations in such order and method of application as may be elected by Bank in its discretion exercised in good faith, and (d) Lender will have the right to exercise all of LenderBank’s other powers, rights and remedies under this Guaranty, the Security Documents, the other Loan Documents and under applicable law. Lender Bank will not have any obligation to marshal any assets in favor of Guarantor or against or in payment of any or all of the Guaranteed Obligations.

Payment of Guaranteed Obligations. At (a) If Guarantor should die or become incompetent, or if a petition for an order for relief with respect to Guarantor should be filed by or against Guarantor under any time after all chapter of the Bankruptcy Code, or if a receiver, trustee or conservator should be appointed for Guarantor or any portion of Guarantor’s property, or if an Event of Default shall occur and be continuing, then, in any such event and whether or not any of the Guaranteed Obligations is then due and payable or the maturity thereof has been accelerated or demand for payment thereof has been made, Lender may, without notice to Guarantor, make the Guaranteed Obligations immediately due and payable hereunder as to Guarantor, and Lender shall be entitled to enforce the obligations of Guarantor hereunder as if the Guaranteed Obligations were then due and payable in full. If any of the Guaranteed Obligations are due collected by or through an attorney at law, Guarantor shall pay to Lender reasonable attorneys’ fees and payablecourt costs. (b) Guarantor’s payment of the Guaranteed Obligations shall be without setoff or other deductions, whether on maturityirrespective of any counterclaim, after the acceleration of defense or other claim that Guarantor may have or assert at any time. If for any reason Borrower has no legal existence or is under no legal obligation to discharge any of the Guaranteed Obligations, on the occurrence of an Event of Default, on the occurrence of or if any default under this Guaranty, or otherwise: (a) Lender will have the right: (i) to proceed directly against Guarantor under this Guaranty without first exhausting any other remedy it may have and without resorting to any security or guaranty held by Lender, and (ii) to compromise, settle, release, discharge or terminate any of the obligations of any other guarantor(s) of the Guaranteed Obligations become unrecoverable from Borrower by reason of Borrower’s insolvency, bankruptcy or reorganization or by other operation of law or for any other reason, this Guaranty shall nevertheless be binding on Guarantor to the same extent as Lender, in its discretion, determines without thereby in if Guarantor had at all times been the principal obligor on all such Guaranteed Obligations. If acceleration of the time for payment of any way affecting, limiting or diminishing its rights thereafter to enforce the obligations of Guarantor under this Guaranty; (b) Guarantor will, on the demand of Lender, immediately deposit with Lender in U.S. dollars the total amount of the Guaranteed Obligations; Obligations is stayed upon the insolvency, bankruptcy or reorganization of debt or for any other reason, all such amounts otherwise subject to acceleration under the terms of any Loan Documents or other instrument or agreement evidencing or securing the payment of the Guaranteed Obligations shall be immediately due and payable by Guarantor. (c) The books and records of Lender will have showing the right account between Lender and Borrower shall be admissible in evidence in any action or proceeding against or involving Guarantor as prima facie proof of the items therein set forth, and the monthly statements of Lender rendered to sellBorrower, collect, or otherwise dispose of and to apply the proceeds of any collateral or other security given to Lender with respect to the Guaranteed Obligations in satisfaction extent no written objection thereto is made within 30 days from the date of the Guaranteed Obligations; sending thereof to Borrower, shall be deemed conclusively correct and (d) shall constitute an account stated between Lender will have the right to exercise all of Lender’s other powers, rights and remedies under this Guaranty, the Loan Documents Borrower and under applicable law. Lender will not have any obligation to marshal any assets in favor of Guarantor or against or in payment of any or all of the Guaranteed Obligationsshall be binding on Guarantor.

Payment of Guaranteed Obligations. At (a) If a Guarantor should dissolve or become insolvent (within the meaning of the New York Uniform Commercial Code), or if a petition for an order for relief with respect to a Guarantor should be filed by or against such Guarantor under any time after all chapter of any insolvency, bankruptcy, reorganization or similar law, or if a receiver, trustee or conservator should be appointed for a Guarantor or any portion of such Guarantor's property, or if an Event of Default shall occur and be continuing, then, in any such event and whether or not any of the Guaranteed Obligations is then due and payable or the maturity thereof has been accelerated or demand for payment thereof has been made, Buyer may, without notice to Guarantor, make the Guaranteed Obligations immediately due and payable hereunder as to Guarantors and Buyer shall be entitled to enforce the obligations of Guarantors hereunder as if the Guaranteed Obligations were then due and payable in full. If any of the Guaranteed Obligations are due collected by or through an attorney at law, Guarantors shall pay to Buyer reasonable attorneys' fees and payablecourt costs. (b) Guarantors’ payment of the Guaranteed Obligations shall be without setoff or other deductions, whether on maturityirrespective of any counterclaim, after the acceleration of defense, or other claim that Guarantors may have or assert at any time. If for any reason Seller has no legal existence or is under no legal obligation to discharge any of the Guaranteed Obligations, on the occurrence of an Event of Default, on the occurrence of or if any default under this Guaranty, or otherwise: (a) Lender will have the right: (i) to proceed directly against Guarantor under this Guaranty without first exhausting any other remedy it may have and without resorting to any security or guaranty held by Lender, and (ii) to compromise, settle, release, discharge or terminate any of the obligations of any other guarantor(s) of the Guaranteed Obligations become unrecoverable from Seller by reason of Seller's insolvency, bankruptcy, or reorganization or by other operation of law or for any other reason, this Guaranty shall nevertheless be binding on Guarantors to the same extent as Lender, in its discretion, determines without thereby in if Guarantors had at all times been the principal obligor on all such Guaranteed Obligations. If acceleration of the time for payment of any way affecting, limiting or diminishing its rights thereafter to enforce the obligations of Guarantor under this Guaranty; (b) Guarantor will, on the demand of Lender, immediately deposit with Lender in U.S. dollars the total amount of the Guaranteed Obligations; Obligations is stayed upon the insolvency, bankruptcy, or reorganization of debt or for any other reason, all such amounts otherwise subject to acceleration under the terms of the Purchase Agreement or other instrument or agreement evidencing or securing the payment of the Guaranteed Obligations shall be immediately due and payable by Guarantor. (c) Lender will have The books and records of Buyer showing the right account between Buyer and Seller shall be admissible in evidence in any action or proceeding against or involving Guarantors as prima facie proof of the items therein set forth, and the monthly statements of Buyer rendered to sellSeller, collect, or otherwise dispose of and to apply the proceeds of any collateral or other security given to Lender with respect to the Guaranteed Obligations in satisfaction extent no written objection thereto is made within 30 days from the date of the Guaranteed Obligations; sending thereof to Seller, shall be deemed conclusively correct and (d) Lender will have the right to exercise all of Lender’s other powers, rights shall constitute an account stated between Buyer and remedies under this Guaranty, the Loan Documents Seller and under applicable law. Lender will not have any obligation to marshal any assets in favor of Guarantor or against or in payment of any or all of the Guaranteed Obligationsshall be binding on Guarantors.

Payment of Guaranteed Obligations. At any time after all or any portion of the Guaranteed Obligations are due and payable, whether on maturity, after the acceleration of any of the Guaranteed Obligations, Obligations (as defined in the Financing Agreement) on the occurrence of an Event of DefaultDefault (as defined in the Financing Agreement), on or otherwise, or at any time after the occurrence of any default under this Guaranty, or otherwise: (ai) Lender will have the right: (ia) to proceed directly against Guarantor under this Guaranty without first exhausting any other remedy it may have and without resorting to any security or guaranty held by Lenderit, and (iib) to compromise, settle, release, discharge or terminate any of the obligations of any other guarantor(s) of the Guaranteed Obligations as Lender, in its discretion, determines without thereby in any way affecting, limiting or diminishing its rights thereafter to enforce the obligations of Guarantor under this Guaranty; (bii) Guarantor will, on the demand of Lender, immediately deposit with Lender in U.S. dollars the total amount of the Guaranteed Obligations; (ciii) Lender will have the right to sell, collect, or otherwise dispose of and to apply the proceeds of any collateral or other security given to Lender with respect to the Guaranteed Obligations in satisfaction of the Guaranteed Obligations; and (div) Lender will have the right to exercise all of Lender’s 's other powers, rights and remedies under this Guaranty, the Loan Documents and under applicable law. Lender will not have any no obligation to marshal any marsxxxx xxx assets in favor of Guarantor or against or in payment of any or all of the Guaranteed Obligations.

Payment of Guaranteed Obligations. At any time after all or any portion of the Guaranteed Obligations are due and payable, whether on maturity, after the acceleration of any of the Guaranteed Obligations, on the occurrence of an Event of Default, on the occurrence of any default under this Guaranty, or otherwise: (a) Guarantor shall, upon demand of Lender, immediately deposit with Lender in U.S. dollars the total amount of the Guaranteed Obligations and (b) Lender will have the rightright to: (i) to proceed directly against Guarantor under this Guaranty without first exhausting any other remedy it may have and without resorting to any security or other guaranty held by Lender, and ; (ii) to compromise, settle, release, discharge discharge, or terminate any of the obligations of any other guarantor(s) of the Guaranteed Obligations as Lender, in its sole discretion, determines without thereby in any way affecting, limiting limiting, or diminishing its rights thereafter to enforce the obligations of Guarantor under this Guaranty; (biii) Guarantor will, on the demand of Lender, immediately deposit with Lender in U.S. dollars the total amount of the Guaranteed Obligations; (c) Lender will have the right to sell, collect, or otherwise dispose of and to apply the proceeds of any collateral or other security given to Lender with respect to the Guaranteed Obligations in satisfaction of the Guaranteed Obligations; and (div) Lender will have the right to exercise all of LenderXxxxxx’s other powers, rights rights, and remedies under this Guaranty, the Loan Documents Agreement, the other Loan Documents, and under applicable law. Lender will not have any obligation to marshal any assets in favor of Guarantor or against or in payment of any or all of the Guaranteed Obligations.

Payment of Guaranteed Obligations. At any time after all or any portion of the Guaranteed Obligations are due and payable, whether on maturity, after the acceleration of any of the Guaranteed Obligations, on the occurrence of an Event of Default, on the occurrence of any default under this Guaranty, or otherwise: (a) Lender Bank will have the right: (i) to proceed directly against Guarantor under this Guaranty without first exhausting any other remedy it may have and without resorting to any security or guaranty held by LenderBank, and (ii) to compromise, settle, release, discharge or terminate any of the obligations of any other guarantor(s) of the Guaranteed Obligations as LenderBank, in its discretion, determines without thereby in any way affecting, limiting or diminishing its rights thereafter to enforce the obligations of Guarantor under this Guaranty; (b) Guarantor will, on the demand of LenderBank, immediately deposit with Lender Bank in U.S. dollars the total amount of the Guaranteed Obligations; (c) Lender Bank will have the right to sell, collect, or otherwise dispose of and to apply the proceeds of any collateral or other security given to Lender Bank with respect to the Guaranteed Obligations in satisfaction of the Guaranteed Obligations; and (d) Lender Bank will have the right to exercise all of LenderBank’s other powers, rights and remedies under this Guaranty, the Loan Documents and under applicable law. Lender Bank will not have any obligation to marshal any assets in favor of Guarantor or against or in payment of any or all of the Guaranteed Obligations.

Payment of Guaranteed Obligations. At (a) If Guarantor should dissolve or become insolvent (within the meaning of the Uniform Commercial Code), or if an Event of Default shall occur and be continuing, then, in any time after all such event and whether or not any portion of the Guaranteed Obligations are then due and payablepayable or the maturity thereof has been accelerated or demand for payment thereof has been made, whether Agent may, on maturitybehalf of the Guaranteed Parties, after without notice to Guarantor, make the acceleration Guaranteed Obligations immediately due and payable hereunder as to Guarantor and Agent shall be entitled to enforce the obligations of Guarantor hereunder as if the Guaranteed Obligations were then due and payable in full. If any of the Guaranteed Obligations are collected by or through an offering at law, Guarantor agrees to pay to the Guaranteed Parties reasonable attorneys’ fees and court costs. (b) Guarantor’s payment of the Guaranteed Obligations shall be without setoff or other deductions, irrespective of any counterclaim, defense (other than payment in full of the Guaranteed Obligations) or other claim that Guarantor may have or assert at any time. If for any reason any Borrower has no legal existence or is under no legal obligation to discharge any of the Guaranteed Obligations, on the occurrence of an Event of Default, on the occurrence of or if any default under this Guaranty, or otherwise: (a) Lender will have the right: (i) to proceed directly against Guarantor under this Guaranty without first exhausting any other remedy it may have and without resorting to any security or guaranty held by Lender, and (ii) to compromise, settle, release, discharge or terminate any of the obligations of any other guarantor(s) of the Guaranteed Obligations become unrecoverable from any Borrower by reason of such Borrower’s insolvency, bankruptcy or reorganization or by other operation of law or for any other reason, this Guaranty shall nevertheless be binding on Guarantor to the same extent as Lender, in its discretion, determines without thereby in if Guarantor had at all times been the principal obligor on all such Guaranteed Obligations. If acceleration of the time for payment of any way affecting, limiting or diminishing its rights thereafter to enforce the obligations of Guarantor under this Guaranty; (b) Guarantor will, on the demand of Lender, immediately deposit with Lender in U.S. dollars the total amount of the Guaranteed Obligations; Obligations is stayed upon the insolvency, bankruptcy or reorganization of debt or for any other reason, all such amounts otherwise subject to acceleration under the terms of any Loan Documents or other instrument or agreement evidencing or securing the payment of the Guaranteed Obligations shall be immediately due and payable by Guarantor. (c) Lender will have The books and records of Agent showing the right to sell, collect, or otherwise dispose of and to apply the proceeds of any collateral or other security given to Lender with respect amounts owed to the Guaranteed Obligations Parties by Borrowers shall be admissible in satisfaction evidence in any action or proceeding against or involving Guarantor as prima facie proof of the Guaranteed Obligations; items therein set forth, and (d) Lender will have the right monthly statements of Agent rendered to exercise all Borrowers, to the extent no written objection thereto is made within 30 days from the date of Lender’s other powerssending thereof to Borrowers, rights shall be deemed conclusively correct, absent manifest error and remedies under this Guaranty, the Loan Documents and under applicable law. Lender will not have any obligation to marshal any assets in favor of Guarantor or against or in payment of any or all of shall constitute an account stated among the Guaranteed ObligationsParties and Borrowers and shall be binding on Guarantor.

Payment of Guaranteed Obligations. At any time after all or any portion of the Guaranteed Obligations are due and payable, whether on maturity, after the acceleration of any of the Guaranteed Obligations, on the occurrence of an Event of Default, on the occurrence of any default under this Guaranty, or otherwise: (ai) Guarantors will, on the demand of Lender, immediately deposit with Lender in U.S. dollars the total amount of the Guaranteed Obligations due and payable (whether due and payable as a result of maturity, acceleration, or otherwise), and (ii) Lender will have the right: (ia) to proceed directly against any Guarantor under this Guaranty without first exhausting any other remedy it may have and without resorting to any security or guaranty held by Lender, and (iib) to compromise, settle, release, discharge or terminate any of the obligations of any other guarantor(s) of the Guaranteed Obligations as Lender, in its discretion, determines without thereby in any way affecting, limiting or diminishing its rights thereafter to enforce the obligations of any Guarantor under this Guaranty; (b) Guarantor will, on the demand of Lender, immediately deposit with Lender in U.S. dollars the total amount of the Guaranteed Obligations; (c) Lender will have the right to sell, collect, or otherwise dispose of and to apply the proceeds of any collateral or other security given to Lender with respect to the Guaranteed Obligations in satisfaction of the Guaranteed Obligations; Obligations in such order and method of application as may be elected by Lender in its discretion exercised in good faith, and (d) Lender will have the right to exercise all of Lender’s other powers, rights and remedies under this Guaranty, the Security Documents, the other Loan Documents and under applicable law. Lender will not have any obligation to marshal any assets in favor of any Guarantor or against or in payment of any or all of the Guaranteed Obligations.