OR REIMBURSEMENT FROM THE ISSUER OR ANY
OTHER PERSON LIABLE FOR PAYMENT OF ANY OF THE OBLIGATIONS IN RESPECT OF PAYMENTS
MADE BY SUCH GUARANTOR HEREUNDER.
SECTION 8.
APPLICATION OF PAYMENTS.
ANY AND ALL PAYMENTS UPON THE
OBLIGATIONS MADE BY ANY GUARANTOR OR BY ANY OTHER PERSON, AND/OR THE PROCEEDS OF
ANY OR ALL COLLATERAL OR SECURITY FOR ANY OF THE OBLIGATIONS, MAY BE APPLIED BY
THE TRUSTEE ON SUCH ITEMS OF THE OBLIGATIONS AS THE TRUSTEE MAY ELECT FOR THE
BENEFIT OF THE HOLDERS.
SECTION 9.
RECOVERY OF PAYMENT.
IF ANY PAYMENT RECEIVED BY THE
TRUSTEE OR ANY HOLDER AND APPLIED TO THE OBLIGATIONS IS SUBSEQUENTLY SET ASIDE,
RECOVERED, RESCINDED OR REQUIRED TO BE RETURNED FOR ANY REASON (INCLUDING,
WITHOUT LIMITATION, THE BANKRUPTCY, INSOLVENCY OR REORGANIZATION OF THE ISSUER
OR ANY OTHER OBLIGOR), THE OBLIGATIONS TO WHICH SUCH PAYMENT WAS APPLIED SHALL
FOR THE PURPOSES OF THIS GUARANTY BE DEEMED TO HAVE CONTINUED IN EXISTENCE,
4
NOTWITHSTANDING SUCH APPLICATION, AND THIS GUARANTY SHALL BE ENFORCEABLE AS TO
SUCH OBLIGATIONS AS FULLY AS IF SUCH APPLICATION HAD NEVER BEEN MADE.
REFERENCES IN THIS GUARANTY TO AMOUNTS "IRREVOCABLY PAID" OR TO "IRREVOCABLE
PAYMENT" REFER TO PAYMENTS THAT CANNOT BE SET ASIDE, RECOVERED, RESCINDED OR
REQUIRED TO BE RETURNED FOR ANY REASON.
SECTION 10.
ISSUER'S FINANCIAL CONDITION.
EACH GUARANTOR IS
FAMILIAR WITH THE FINANCIAL CONDITION OF THE ISSUER, AND EACH GUARANTOR HAS
EXECUTED AND DELIVERED THIS GUARANTY BASED ON SUCH GUARANTOR'S OWN JUDGMENT AND
NOT IN RELIANCE UPON ANY STATEMENT OR REPRESENTATION OF THE TRUSTEE OR THE
HOLDER.
THE TRUSTEE AND EACH HOLDER SHALL HAVE NO OBLIGATION TO PROVIDE THE
GUARANTORS WITH ANY ADVICE WHATSOEVER OR TO INFORM THE GUARANTORS AT ANY TIME OF
THE HOLDER'S ACTIONS, EVALUATIONS OR CONCLUSIONS ON THE FINANCIAL CONDITION OR
ANY OTHER MATTER CONCERNING THE ISSUER.
SECTION 11.
REMEDIES.
ALL REMEDIES AFFORDED TO THE TRUSTEE AND THE
HOLDERS BY REASON OF THIS GUARANTY ARE SEPARATE AND CUMULATIVE REMEDIES AND IT
IS AGREED THAT NO ONE OF SUCH REMEDIES, WHETHER OR NOT EXERCISED BY THE TRUSTEE
OR ANY HOLDER, SHALL BE DEEMED TO BE IN EXCLUSION OF ANY OF THE OTHER REMEDIES
AVAILABLE TO THE TRUSTEE OR ANY HOLDER AND NO ONE OF SUCH REMEDIES SHALL IN ANY
WAY LIMIT OR PREJUDICE ANY OTHER LEGAL OR EQUITABLE REMEDY WHICH THE TRUSTEE OR
ANY HOLDER MAY HAVE HEREUNDER AND WITH RESPECT TO THE OBLIGATIONS.
MERE DELAY
OR FAILURE TO ACT SHALL NOT PRECLUDE THE EXERCISE OR ENFORCEMENT OF ANY RIGHTS
AND REMEDIES AVAILABLE TO THE TRUSTEE OR ANY HOLDER.
SECTION 12.
BANKRUPTCY OF THE ISSUER.
EACH GUARANTOR EXPRESSLY
AGREES THAT THE LIABILITIES AND OBLIGATIONS OF SUCH GUARANTOR UNDER THIS
GUARANTY SHALL NOT IN ANY WAY BE IMPAIRED OR OTHERWISE AFFECTED BY THE
INSTITUTION BY OR AGAINST THE ISSUER OR ANY OTHER PERSON OF ANY BANKRUPTCY,
REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS, OR ANY OTHER
SIMILAR PROCEEDINGS FOR RELIEF UNDER ANY BANKRUPTCY LAW OR SIMILAR LAW FOR THE
RELIEF OF DEBTORS AND THAT ANY DISCHARGE OF ANY OF THE