HEREBY UNCONDITIONALLY AND IRREVOCABLY
WAIVES ITS RIGHT TO ASSERT ALL RIGHTS OF SUBROGATION OR CONTRIBUTION AGAINST
FMOC, WHETHER ARISING BY CONTRACT OR OPERATION OF LAW (INCLUDING, WITHOUT
LIMITATION, ANY SUCH RIGHT ARISING UNDER A DEBTOR RELIEF LAW) BY REASON OF ANY
PAYMENT BY IT PURSUANT TO THE PROVISIONS OF THIS GUARANTY.
SECTION 6.
REMEDIES. THE GUARANTOR AGREES THAT, AS BETWEEN THE
GUARANTOR AND THE BENEFICIARY, THE OBLIGATIONS OF FMOC UNDER THE AGREEMENT MAY
BE DECLARED TO BE FORTHWITH DUE AND PAYABLE AS PROVIDED THEREIN (AND SHALL BE
DEEMED TO HAVE BECOME AUTOMATICALLY DUE AND PAYABLE PURSUANT THERETO) FOR
PURPOSES OF SECTION 2 HEREOF, NOTWITHSTANDING ANY STAY, INJUNCTION OR OTHER
PROHIBITION PREVENTING SUCH DECLARATION (OR SUCH OBLIGATIONS FROM BECOMING
AUTOMATICALLY DUE AND PAYABLE) AS AGAINST FMOC AND THAT, IN THE EVENT OF SUCH
DECLARATION (OR SUCH OBLIGATIONS BEING DEEMED TO HAVE BECOME AUTOMATICALLY DUE
AND PAYABLE), SUCH OBLIGATIONS (WHETHER OR NOT DUE AND PAYABLE BY FMOC) SHALL
FORTHWITH BECOME DUE AND PAYABLE BY THE GUARANTOR.
SECTION 7.
INSTRUMENT FOR THE PAYMENT OF MONEY. TO THE EXTENT
PERMITTED BY APPLICABLE LAW, THE GUARANTOR HEREBY ACKNOWLEDGES THAT THE GUARANTY
PROVIDED HEREIN CONSTITUTES AN INSTRUMENT FOR THE PAYMENT OF MONEY, AND CONSENTS
AND AGREES THAT BENEFICIARY, AT BENEFICIARY'S SOLE OPTION, IN THE EVENT OF A
DISPUTE BY THE GUARANTOR IN THE PAYMENT OF ANY MONEYS DUE HEREUNDER, SHALL HAVE
THE RIGHT TO BRING MOTION-ACTION UNDER NEW YORK CIVIL PRACTICE LAW AND RULES
SECTION 3213.
SECTION 8.
CONTINUING GUARANTEE. THE GUARANTEE PROVIDED HEREIN IS
A CONTINUING GUARANTEE, AND SHALL APPLY TO ALL GUARANTEED OBLIGATIONS WHENEVER
OR HOWEVER ARISING AND SHALL SURVIVE THE TERMINATION OF THE AGREEMENT.
NOTWITHSTANDING THE FOREGOING SENTENCE, THE GUARANTOR'S OBLIGATIONS TO MAKE
PAYMENTS OR OTHERWISE PERFORM PURSUANT TO SECTION 2 HEREOF SHALL TERMINATE ON
THE DATE ON WHICH BOTH (I) THE AGREEMENT HAS TERMINATED AND (II) ALL OBLIGATIONS
AND LIABILITIES OF FMOC DESCRIBED IN CLAUSES (I) AND (II) OF SECTION 2 HEREOF
SHALL HAVE BEEN INDEFEASIBLY PAID AND PERFORMED IN FULL. THE BENEFICIARY AGREES,
BY ITS ACCEPTANCE HEREOF, THAT UPON RECEIPT OF A WRITTEN REQUEST OF THE
GUARANTOR FOLLOWING TERMINATION OF ALL OF THE OBLIGATIONS OF THE GUARANTOR UNDER
SECTION 2 OF THIS GUARANTY IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 8,
THE BENEFICIARY WILL PROMPTLY DELIVER TO THE GUARANTOR A WRITTEN CONFIRMATION OF
THE TERMINATION OF THIS GUARANTY AND THE OBLIGATIONS OF THE GUARANTOR HEREUNDER.
SECTION 9.
GENERAL LIMITATION ON GUARANTEED OBLIGATIONS. IN ANY
ACTION OR PROCEEDING WITH RESPECT TO THE GUARANTOR INVOLVING ANY STATE,
CORPORATE LAW, OR ANY STATE OR FEDERAL BANKRUPTCY, INSOLVENCY, REORGANIZATION OR
OTHER LAW AFFECTING THE RIGHTS OF CREDITORS GENERALLY, IF THE GUARANTEED
OBLIGATIONS WOULD OTHERWISE BE HELD OR DETERMINED TO BE VOID, INVALID OR
UNENFORCEABLE, OR SUBORDINATED TO THE CLAIMS OF ANY OTHER CREDITORS, ON ACCOUNT
OF THE AMOUNT OF THE GUARANTOR'S LIABILITY HEREUNDER, THEN, NOTWITHSTANDING ANY
OTHER PROVISION HEREOF TO THE CONTRARY, THE AMOUNT OF SUCH LIABILITY SHALL,
WITHOUT ANY FURTHER ACTION BY THE GUARANTOR OR
ANY OTHER PERSON, BE AUTOMATICALLY LIMITED AND