2
BORROWER WITH ALL OF THE TERMS, CONDITIONS, COVENANTS AND AGREEMENTS CONTAINED
THEREIN (ALL SUCH OBLIGATIONS, LIABILITIES AND INDEBTEDNESS BEING HEREIN
COLLECTIVELY CALLED THE "INTEREST RATE OBLIGATIONS", AND TOGETHER WITH THE
CREDIT DOCUMENT OBLIGATIONS ARE HEREIN COLLECTIVELY CALLED THE "GUARANTEED
OBLIGATIONS").
Each Guarantor understands, agrees and confirms that the Secured Creditors may
enforce this Guaranty up to the full amount of the Guaranteed Obligations
against such Guarantor without proceeding against any other Guarantor or the
Borrower, or against any security for the Guaranteed Obligations, or under any
other guaranty covering all or a portion of the Guaranteed Obligations.
This
Guaranty is a guaranty of prompt payment and performance and not of collection.
(B)
ADDITIONALLY, EACH GUARANTOR, JOINTLY AND SEVERALLY,
UNCONDITIONALLY, ABSOLUTELY AND IRREVOCABLY, GUARANTEES THE PAYMENT OF ANY AND
ALL GUARANTEED OBLIGATIONS WHETHER OR NOT DUE OR PAYABLE BY THE BORROWER UPON
THE OCCURRENCE IN RESPECT OF THE BORROWER OF ANY OF THE EVENTS SPECIFIED IN
SECTION 8.05 OF THE CREDIT AGREEMENT, AND UNCONDITIONALLY, ABSOLUTELY AND
IRREVOCABLY, JOINTLY AND SEVERALLY, PROMISES TO PAY SUCH GUARANTEED OBLIGATIONS
TO THE SECURED CREDITORS, OR ORDER, ON DEMAND.
2.
LIABILITY OF GUARANTORS ABSOLUTE.
THE LIABILITY OF EACH GUARANTOR HEREUNDER
IS PRIMARY, ABSOLUTE, JOINT AND SEVERAL, AND UNCONDITIONAL AND IS EXCLUSIVE AND
INDEPENDENT OF ANY SECURITY FOR OR OTHER GUARANTY OF THE INDEBTEDNESS OF THE
BORROWER WHETHER EXECUTED BY SUCH GUARANTOR, ANY OTHER GUARANTOR, ANY OTHER
GUARANTOR OR BY ANY OTHER PARTY, AND THE LIABILITY OF EACH GUARANTOR HEREUNDER
SHALL NOT BE AFFECTED OR IMPAIRED BY ANY CIRCUMSTANCE OR OCCURRENCE WHATSOEVER,
INCLUDING, WITHOUT LIMITATION:
(A) ANY DIRECTION AS TO APPLICATION OF PAYMENT
BY THE BORROWER OR ANY OTHER PARTY, (B) ANY OTHER CONTINUING OR OTHER GUARANTY,
UNDERTAKING OR MAXIMUM LIABILITY OF A GUARANTOR OR OF ANY OTHER PARTY AS TO THE
GUARANTEED OBLIGATIONS, (C) ANY PAYMENT ON OR IN REDUCTION OF ANY SUCH OTHER
GUARANTY OR UNDERTAKING, (D) ANY DISSOLUTION, TERMINATION OR INCREASE, DECREASE
OR CHANGE IN PERSONNEL BY THE BORROWER, (E) THE FAILURE OF ANY GUARANTOR TO
RECEIVE ANY BENEFIT FROM OR AS A RESULT OF ITS EXECUTION, DELIVERY AND
PERFORMANCE OF THIS GUARANTY, (F) ANY PAYMENT MADE TO ANY SECURED CREDITOR ON
THE INDEBTEDNESS WHICH ANY SECURED CREDITOR REPAYS THE BORROWER 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,
(G) ANY ACTION OR INACTION BY THE SECURED CREDITORS AS CONTEMPLATED IN SECTION 5
HEREOF OR (H) ANY INVALIDITY, RESCISSION, IRREGULARITY OR UNENFORCEABILITY OF
ALL OR ANY PART OF THE GUARANTEED OBLIGATIONS OR OF ANY SECURITY THEREFOR.
3.
OBLIGATIONS OF GUARANTORS INDEPENDENT.
THE OBLIGATIONS OF EACH GUARANTOR
HEREUNDER ARE INDEPENDENT OF THE OBLIGATIONS OF ANY OTHER GUARANTOR, ANY OTHER
GUARANTOR OR THE BORROWER, AND A SEPARATE ACTION OR ACTIONS MAY BE BROUGHT AND
PROSECUTED AGAINST EACH GUARANTOR WHETHER OR NOT ACTION IS BROUGHT AGAINST ANY
OTHER GUARANTOR, ANY OTHER GUARANTOR OR THE BORROWER AND WHETHER