Bayfront hereby absolutely and unconditionally guarantees to the Lenders the full and prompt payment when due, whether at maturity or earlier by reason of acceleration or otherwise, of (i) the Notes, including all interest thereon, and any extensions or renewals thereof and substitutions therefor; and (ii) each and every other sum now or hereafter owing to the Lenders under the Credit Agreement or any other Loan Documents or under any other promissory notes or agreements hereafter entered into by the Borrower (all of said sums being hereinafter called the "Indebtedness").
Bayfront waives any and all defenses, claims, setoffs and discharges of the Borrower, or any other obligor, pertaining to the Indebtedness, except the defense of discharge by payment in full. Without limiting the generality of the foregoing, Bayfront will not assert against the Lenders any defense of waiver, release, discharge in bankruptcy, statute of limitations, res judicata, statute of frauds, anti-deficiency statute, fraud, ultra virex xxxs, usury, illegality or unenforceability which may be available to the Borrower in respect of the Indebtedness, or any setoff available against the Lenders to the Borrower, whether or not on account of a related transaction, and Bayfront expressly agrees that it shall be and remain liable for any deficiency remaining after foreclosure of any security interest securing any Indebtedness, notwithstanding provisions of law that may prevent the Lenders from enforcing such deficiency against the Borrower. The liability of Bayfront shall not be affected or impaired by any voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar event or proceeding affecting, the Borrower or any of the Borrower's assets. Bayfront will not assert against the Lenders any claim, defense or setoff available to Bayfront against the Borrower.
