PROMPT PAYMENT AND PERFORMANCE OF THE OBLIGATIONS
WHEN DUE, WHETHER UPON MATURITY, BY ACCELERATION OR OTHERWISE, TO EACH OF THE
SECURED CREDITORS.
IF ANY OR ALL OF THE OBLIGATIONS OF THE BORROWER TO ANY OF
THE SECURED CREDITORS BECOMES DUE AND PAYABLE HEREUNDER, EACH GUARANTOR
UNCONDITIONALLY PROMISES ON A JOINT AND SEVERAL BASIS TO PAY SUCH OBLIGATIONS TO
SUCH SECURED CREDITOR, OR ORDER, ON DEMAND, IN LAWFUL MONEY OF THE UNITED
STATES, TOGETHER WITH ANY AND ALL EXPENSES THAT MAY BE INCURRED BY SUCH SECURED
CREDITOR IN COLLECTING ANY OF THE OBLIGATIONS.
SECTION 8.2
BANKRUPTCY; REINSTATEMENT.
EACH GUARANTOR JOINTLY AND SEVERALLY,
UNCONDITIONALLY AND IRREVOCABLY GUARANTEES THE PAYMENT OF ANY AND ALL OF THE
OBLIGATIONS OF THE BORROWER TO EACH OF THE SECURED CREDITORS, WHETHER OR NOT DUE
OR PAYABLE BY THE BORROWER, UPON THE OCCURRENCE IN RESPECT TO THE BORROWER OF
ANY OF THE EVENTS SPECIFIED IN SECTION 7.1(F), AND UNCONDITIONALLY PROMISES TO
PAY SUCH OBLIGATIONS TO SUCH SECURED CREDITOR, OR ORDER, ON DEMAND, IN LAWFUL
MONEY OF THE UNITED STATES.
EACH GUARANTOR FURTHER AGREES THAT ITS GUARANTY
HEREUNDER SHALL CONTINUE TO BE EFFECTIVE OR REINSTATED IF AT ANY TIME PAYMENT,
OR ANY PART THEREOF, OF THE OBLIGATIONS IS RESCINDED OR MUST OTHERWISE BE
RESTORED BY ANY OF THE SECURED CREDITORS, UPON THE BANKRUPTCY OR REORGANIZATION
OF THE BORROWER OR A GUARANTOR, OR OTHERWISE.
SECTION 8.3
NATURE OF LIABILITY.
THE LIABILITY OF EACH GUARANTOR HEREUNDER IS
EXCLUSIVE AND INDEPENDENT OF ANY SECURITY FOR OR OTHER GUARANTY OF THE
OBLIGATIONS OF THE BORROWER, WHETHER EXECUTED BY EACH GUARANTOR, ANY OTHER
GUARANTOR OR ANY OTHER PERSON.
THE LIABILITY OF EACH GUARANTOR HEREUNDER SHALL
NOT BE AFFECTED OR IMPAIRED BY (A) ANY DIRECTION AS TO APPLICATION OF PAYMENT BY
THE BORROWER OR ANY OTHER PERSON; (B) ANY OTHER CONTINUING OR OTHER GUARANTY,
UNDERTAKING OR MAXIMUM LIABILITY OF A GUARANTOR OR OF ANY OTHER PERSON AS TO THE
OBLIGATIONS OF THE BORROWER;
(C) ANY PAYMENT ON OR IN REDUCTION OF ANY SUCH
OTHER GUARANTY OR UNDERTAKING;
(D) ANY DISSOLUTION, TERMINATION, INCREASE OR
DECREASE, OR CHANGE IN PERSONNEL BY THE BORROWER; OR (E) ANY PAYMENT MADE TO ANY
OF THE SECURED CREDITORS ON THE OBLIGATIONS THAT SUCH SECURED CREDITOR REPAYS TO
THE BORROWER OR A GUARANTOR (INCLUDING BY DEPOSITING THE PROCEEDS WITH A
RECEIVER, INTERVENOR OR CONSERVATOR OF, OR TRUSTEE OR SIMILAR OFFICER FOR, THE
BORROWER OR A GUARANTOR) PURSUANT TO COURT ORDER IN ANY BANKRUPTCY,
REORGANIZATION, ARRANGEMENT, MORATORIUM OR OTHER DEBTOR RELIEF PROCEEDING, AND
EACH GUARANTOR WAIVES ANY RIGHT TO THE DEFERRAL OR MODIFICATION OF ITS
OBLIGATIONS HEREUNDER BY REASON OF ANY SUCH PROCEEDING.
SECTION 8.4
INDEPENDENT OBLIGATION.
THE OBLIGATIONS OF EACH GUARANTOR
HEREUNDER ARE INDEPENDENT OF THE OBLIGATIONS OF ANY OTHER GUARANTOR OR THE
BORROWER, AND A
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SEPARATE ACTION OR ACTIONS MAY BE BROUGHT AND PROSECUTED AGAINST EACH GUARANTOR
WHETHER OR NOT ACTION IS BROUGHT AGAINST ANY OTHER GUARANTOR OR THE BORROWER AND
WHETHER OR NOT ANY OTHER GUARANTOR OR THE BORROWER BE JOINED IN ANY SUCH ACTION
OR ACTIONS.
EACH