AN EVENT OF DEFAULT.
3.2
DURATION.
THIS SURETY AGREEMENT SHALL REMAIN IN FULL FORCE AND
EFFECT UNTIL ALL OF THE GUARANTEED OBLIGATIONS ARE FULLY, FINALLY AND
IRREVOCABLY PAID, COMPLIED WITH AND PERFORMED AND UNTIL ALL SUMS RECEIVED BY
BANK THEREUNDER ARE NO LONGER SUBJECT TO RESCISSION OR REPAYMENT UPON THE
BANKRUPTCY, INSOLVENCY OR REORGANIZATION OF BORROWER OR GUARANTOR.
IF AT ANY
TIME A PAYMENT OR PAYMENTS BY BORROWER OR GUARANTOR ON ANY OF THE GUARANTEED
OBLIGATIONS, OR ANY PART THEREOF, ARE SUBSEQUENTLY INVALIDATED, DECLARED TO BE
FRAUDULENT OR PREFERENTIAL, SET ASIDE OR ARE REQUIRED TO BE REPAID TO A TRUSTEE,
RECEIVER OR ANY OTHER PERSON OR ENTITY UNDER ANY BANKRUPTCY ACT, STATE OR
FEDERAL LAW, COMMON LAW OR EQUITABLE CAUSE, THEN TO THE EXTENT OF SUCH PAYMENT
OR PAYMENTS, THE GUARANTEED OBLIGATIONS INTENDED TO BE SATISFIED SHALL BE
REVIVED AND CONTINUED IN FULL FORCE AND EFFECT AS IF SUCH PAYMENT OR PAYMENTS
HAD NOT BEEN MADE.
3.3
REMEDIES.
UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, GUARANTOR
SHALL IMMEDIATELY PAY, COMPLY WITH AND PERFORM SUCH OF THE GUARANTEED
OBLIGATIONS AS BANK SHALL DIRECT, IRRESPECTIVE OF WHETHER THE GUARANTEED
OBLIGATIONS DIRECTED BY BANK TO BE PAID, COMPLIED WITH AND PERFORMED BY
GUARANTOR ARE THOSE WHICH GAVE RISE TO THE EVENT OF DEFAULT.
4.
UNCONDITIONAL ENFORCEABILITY.
4.1
ENFORCEABILITY. THE GUARANTEED OBLIGATIONS SHALL BE UNCONDITIONAL
AND IRREVOCABLE, IRRESPECTIVE OF:
(A)
THE GENUINENESS, VALIDITY OR ENFORCEABILITY OF ANY OF THE LOAN
DOCUMENTS;
(B)
ANY LIMITATION OF LIABILITY OF BORROWER OR ANY OTHER PERSON OR
ENTITY CONTAINED IN THE LOAN DOCUMENTS;
(C)
THE EXISTENCE OF ANY SECURITY GIVEN TO SECURE THE LOAN DOCUMENTS;
(D)
ANY CHANGE IN BORROWER'S FINANCIAL CONDITION, OPERATIONS, LOAN
STATUS OR COLLATERAL POSITION;
(E)
THE IMPOSSIBILITY OR ILLEGALITY OF PERFORMANCE ON THE PART OF
BORROWER OF BORROWER'S OBLIGATIONS UNDER THE LOAN DOCUMENTS;
(F)
ANY DEFENSE THAT MAY ARISE BY REASON OF THE INCAPACITY OR LACK OF
AUTHORITY OF BORROWER, ANY OTHER GUARANTOR OR OTHER PERSON OR ENTITY OR THE
FAILURE OF BANK TO FILE OR ENFORCE A CLAIM AGAINST THE ESTATE OF BORROWER IN ANY
BANKRUPTCY OR OTHER PROCEEDINGS; OR
(G)
ANY OTHER CIRCUMSTANCES, OCCURRENCES OR CONDITIONS, WHETHER
SIMILAR OR DISSIMILAR TO ANY OF THE FOREGOING, WHICH MIGHT OTHERWISE CONSTITUTE
A LEGAL OR EQUITABLE DEFENSE, DISCHARGE OR RELEASE OF A GUARANTOR OR SURETY.
3
4.2
ACCELERATION.
IF BORROWER OR ANY OTHER PERSON OR ENTITY DEFAULTS
UNDER THE LOAN DOCUMENTS AND BANK IS PREVENTED FROM ACCELERATING PAYMENT
THEREUNDER, EITHER BY OPERATION OF ANY BANKRUPTCY LAWS OR OTHERWISE, BANK SHALL
BE ENTITLED TO RECEIVE FROM GUARANTOR, UPON DEMAND BY BANK, THE GUARANTEED
OBLIGATIONS WHICH WOULD HAVE OTHERWISE BEEN DUE AND PAYABLE HAD SUCH
ACCELERATION OCCURRED.
5.
RELEASE/MODIFICATION/INFORMATION.
BANK MAY AT ANY TIME AND FROM
TIME TO TIME, WITH OR WITHOUT CONSIDERATION, RELEASE OR DISCHARGE GUARANTOR,
BORROWER OR ANY ONE OR MORE OTHER GUARANTORS OF OR SURETIES FOR ANY OR ALL OF
THE GUARANTEED OBLIGATIONS, AGREE TO THE SUBSTITUTION, EXCHANGE OR RELEASE OF
ALL OR ANY PART OF THE COLLATERAL SECURING THE BANK INDEBTEDNESS,