THAT WOULD BECOME
DUE BUT FOR THE OPERATION OF THE AUTOMATIC STAY UNDER SECTION 362(A) OF THE
BANKRUPTCY CODE), THE GUARANTOR WILL UPON DEMAND PAY, OR CAUSE TO BE PAID, IN
CASH, TO GUARANTIED PARTY FOR THE RATABLE BENEFIT OF BENEFICIARIES, AN AMOUNT
EQUAL TO THE SUM OF THE UNPAID PRINCIPAL AMOUNT OF ALL GUARANTIED OBLIGATIONS
THEN DUE AS AFORESAID, ACCRUED AND UNPAID INTEREST ON SUCH GUARANTIED
OBLIGATIONS (INCLUDING, WITHOUT LIMITATION, INTEREST WHICH, BUT FOR THE FILING
OF A PETITION IN BANKRUPTCY WITH RESPECT TO THE BORROWER, WOULD HAVE ACCRUED ON
SUCH GUARANTIED OBLIGATIONS, WHETHER OR NOT A CLAIM IS ALLOWED AGAINST THE
BORROWER FOR SUCH INTEREST IN THE RELATED BANKRUPTCY PROCEEDING) AND ALL OTHER
GUARANTIED OBLIGATIONS THEN OWED TO BENEFICIARIES AS AFORESAID.
ALL SUCH
PAYMENTS SHALL BE APPLIED PROMPTLY FROM TIME TO TIME BY GUARANTIED PARTY AS
PROVIDED IN THE CREDIT AGREEMENT.
SECTION 2.4
LIABILITY OF THE GUARANTOR ABSOLUTE.
THE GUARANTOR
AGREES THAT ITS OBLIGATIONS HEREUNDER ARE IRREVOCABLE, ABSOLUTE, INDEPENDENT AND
UNCONDITIONAL AND SHALL NOT BE AFFECTED BY ANY CIRCUMSTANCE WHICH CONSTITUTES A
LEGAL OR EQUITABLE DISCHARGE OF A GUARANTOR OR SURETY OTHER THAN PAYMENT IN FULL
OF THE GUARANTIED OBLIGATIONS.
IN FURTHERANCE OF THE FOREGOING AND WITHOUT
LIMITING THE GENERALITY THEREOF, THE GUARANTOR AGREES AS FOLLOWS; PROVIDED, THAT
NOTHING CONTAINED HEREIN SHALL AMEND, CONTRADICT OR ALTER ANY RIGHTS OR
OBLIGATIONS THAT THE GUARANTOR, THE BORROWER, ANY LENDER OR GUARANTIED PARTY MAY
HAVE UNDER THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY TERM OR
PROVISION THEREOF:
(A)
THIS GUARANTY IS A GUARANTY OF PAYMENT WHEN DUE AND NOT OF
COLLECTIBILITY.
(B)
GUARANTIED PARTY MAY ENFORCE THIS GUARANTY UPON THE OCCURRENCE
OF AN EVENT OF DEFAULT UNDER THE CREDIT AGREEMENT NOTWITHSTANDING THE EXISTENCE
OF ANY DISPUTE BETWEEN THE BORROWER AND ANY BENEFICIARY WITH RESPECT TO THE
EXISTENCE OF SUCH EVENT OF DEFAULT.
(C)
THE OBLIGATIONS OF THE GUARANTOR HEREUNDER ARE INDEPENDENT OF
THE OBLIGATIONS OF THE BORROWER UNDER THE LOAN DOCUMENTS AND THE OBLIGATIONS OF
ANY OTHER GUARANTOR OF THE OBLIGATIONS OF THE BORROWER UNDER THE LOAN DOCUMENTS,
AND A SEPARATE ACTION OR ACTIONS MAY BE BROUGHT AND PROSECUTED AGAINST THE
GUARANTOR WHETHER OR NOT ANY ACTION IS BROUGHT AGAINST THE BORROWER OR ANY OF
SUCH OTHER GUARANTORS AND WHETHER OR NOT THE GUARANTOR IS THE ALTER EGO OF ANY
OF THE BORROWER AND WHETHER OR NOT THE BORROWER IS JOINED IN ANY SUCH ACTION OR
ACTIONS.
3
(D)
PAYMENT BY THE GUARANTOR OF A PORTION, BUT NOT ALL, OF THE
GUARANTIED OBLIGATIONS SHALL IN NO WAY LIMIT, AFFECT, MODIFY OR ABRIDGE THE
GUARANTOR'S LIABILITY FOR ANY PORTION OF THE GUARANTIED OBLIGATIONS WHICH HAS
NOT BEEN PAID.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IF GUARANTIED
PARTY IS AWARDED A JUDGMENT IN ANY SUIT BROUGHT TO ENFORCE THE GUARANTOR'S
COVENANT TO PAY A PORTION OF THE GUARANTIED OBLIGATIONS, SUCH JUDGMENT SHALL NOT
BE DEEMED TO RELEASE THE GUARANTOR FROM ITS COVENANT TO PAY THE PORTION OF THE
GUARANTIED OBLIGATIONS THAT IS NOT THE SUBJECT OF SUCH SUIT.