MATTER OF LAW OR
EQUITY (OTHER THAN THE INDEFEASIBLE PAYMENT OR PERFORMANCE IN FULL OF ALL THE
OBLIGATIONS).
2.4
MAXIMUM LIABILITY.
NOTWITHSTANDING THE
FOREGOING, THE MAXIMUM LIABILITY OF THE GUARANTOR HEREUNDER WITH RESPECT TO THE
OBLIGATIONS SHALL IN NO EVENT EXCEED AN AMOUNT THAT WOULD RENDER THE GUARANTOR
INSOLVENT WITHIN THE MEANING OF ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY,
INSOLVENCY, RECEIVERSHIP, REORGANIZATION, LIQUIDATION OR OTHER LAW FOR THE
RELIEF OF DEBTORS APPLICABLE TO THE GUARANTOR.
2.5
CONTINUING GUARANTY.
THIS GUARANTY SHALL BE
CONSTRUED AS A CONTINUING, ABSOLUTE AND UNCONDITIONAL GUARANTY OF PAYMENT AND
PERFORMANCE WHEN DUE, AND NOT OF COLLECTION ONLY, AND THE OBLIGATIONS OF THE
GUARANTOR HEREUNDER SHALL NOT BE CONDITIONED OR CONTINGENT UPON THE PURSUIT BY
CCC AT ANY TIME OF ANY RIGHT OR REMEDY AGAINST THE COMPANY (OTHER THAN THE
PROPER AND TIMELY EXERCISE BY CCC OF ITS RIGHTS UNDER THE PUT AGREEMENT) OR
AGAINST ANY OTHER PERSON WHICH MAY BE OR BECOME LIABLE IN RESPECT OF ALL OR ANY
PART OF THE OBLIGATIONS OR AGAINST ANY COLLATERAL SECURITY OR GUARANTY
THEREFOR.
THIS GUARANTY SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL THE
OBLIGATIONS SHALL HAVE BEEN SATISFIED BY INDEFEASIBLE PAYMENT OR PERFORMANCE IN
FULL OR UNTIL THE TERMINATION OF THE PUT AGREEMENT IN ACCORDANCE WITH ITS TERMS,
NOTWITHSTANDING THAT FROM TIME TO TIME DURING THE TERM OF THE PUT AGREEMENT, THE
COMPANY MAY BE FREE FROM ANY OBLIGATIONS.
2.6
REINSTATEMENT OF GUARANTY.
THIS GUARANTY
SHALL CONTINUE TO BE EFFECTIVE, OR BE REINSTATED, AS THE CASE MAY BE, IF AT ANY
TIME PAYMENT, OR ANY PART THEREOF, OF ANY OF THE OBLIGATIONS IS AVOIDED,
RESCINDED OR MUST OTHERWISE BE RESTORED OR RETURNED BY CCC TO THE COMPANY OR ITS
REPRESENTATIVE OR TO ANY OTHER GUARANTOR FOR ANY REASON INCLUDING AS A RESULT OF
ANY INSOLVENCY, BANKRUPTCY OR REORGANIZATION PROCEEDING WITH RESPECT TO THE
COMPANY OR THE GUARANTOR, ALL AS THOUGH SUCH PAYMENT HAD NOT BEEN MADE.
2.7
PUT PERFORMANCE.
IF ANY OF THE FOLLOWING
EVENTS OCCUR OR CONDITIONS EXIST, CCC (IN ADDITION TO ANY OTHER RIGHTS OR
REMEDIES IT MAY HAVE) MAY IN ITS SOLE DISCRETION ELECT TO HAVE THE GUARANTOR PAY
AND PERFORM THE OBLIGATIONS, WITHOUT PRIOR DEMAND ON, NOTICE TO, OR ANY OTHER
ACTION BY OR IN RESPECT OF, THE COMPANY, AS FULLY AS IF THE GUARANTOR WAS NAMED
AS A PARTY TO THE PUT AGREEMENT INSTEAD OF THE COMPANY:
(A)
ANY PROCEEDING UNDER ANY BANKRUPTCY,
INSOLVENCY, LIQUIDATION, REORGANIZATION, MORATORIUM OR OTHER LAW FOR THE RELIEF
OF DEBTORS HAS BEEN INITIATED BY OR AGAINST THE COMPANY;
EH - 4
(B)
A LIQUIDATOR, RECEIVER, TRUSTEE, CUSTODIAN
OR OTHER SIMILAR OFFICIAL HAS BEEN APPOINTED FOR THE COMPANY OR ITS PROPERTY AND
ASSETS (WHETHER PURSUANT TO ANY LAW REFERRED TO IN CLAUSE (A) OF THIS SECTION OR
OTHERWISE); OR
(C)
THE COMPANY TAKES ANY ACTION TO DISSOLVE,
LIQUIDATE, WIND-UP OR TERMINATE ITS EXISTENCE.
If CCC elects to exercise its right under this Section, it will give written
notice of such election to the Guarantor.
3.
REPRESENTATIONS