Common use of Subordinated Guaranty Clause in Contracts

Subordinated Guaranty. Subject to the terms and conditions hereof and the terms and conditions of the Intercreditor and Subordination Agreement dated as of July 31, 1996, by and among Guarantor, Maker, Payee and Sanwa Business Credit Corporation (the "Intercreditor and Subordination Agreement"), Guarantor hereby irrevocably guarantees the prompt payment and performance when due, whether at stated maturity or by acceleration, of all obligations of Maker now or hereafter existing under the Subordinated Notes, whether for principal, interest, fees, expenses or otherwise. Subject to the terms and conditions hereof and the terms and conditions of the Intercreditor and Subordination Agreement, this is a guaranty of payment and performance and not of collectibility and Payee shall have the right to proceed first and directly against Guarantor under this Subordinated Guaranty in the same manner and to the same extent that Payee could proceed directly against Maker, without first proceeding against Maker or any other person or entity or exhausting any other remedies Payee may have against Maker. Guarantor shall not be released, and this Subordinated Guaranty shall not be impaired, by any extension in the time for the payment of any amounts due or for the performance of any obligations to be performed by Maker under the Subordinated Notes or any other document or agreement executed in connection therewith, or by any amendment or modification of or by any addition to or deletion from the Subordinated Notes or any other document or agreement executed in connection therewith, or by any waiver of any default or any rights hereunder or thereunder, whether or not Payee shall have had notice or knowledge of any of the foregoing.

Subordinated Guaranty. Subject to the terms and conditions hereof of this Subordinated Guaranty and the terms and conditions of the Intercreditor and Subordination Agreement dated as of July 31, 1996, by and among Guarantor, Maker, Payee and Sanwa Business Credit Corporation (the "Intercreditor and SBCC Subordination Agreement"), Guarantor hereby irrevocably guarantees the prompt payment and performance when due, whether at stated maturity or by acceleration, of all obligations of Maker now or hereafter existing under the Subordinated Notes, whether for principal, interest, fees, expenses or otherwiseotherwise (the "Guaranteed Debt"). Subject to the terms and conditions hereof and the terms and conditions If all or any part of the Intercreditor Guaranteed Debt shall not be punctually paid when due, whether at maturity or earlier by acceleration or otherwise, Guarantor shall, immediately upon demand by Payees in accordance with Section 6 hereof, and Subordination Agreementwithout presentment, this is a guaranty protest, notice of payment and performance and not protest, notice of collectibility and Payee shall have the right nonpayment, notice of intent to proceed first and directly against Guarantor under this Subordinated Guaranty in the same manner and to the same extent that Payee could proceed directly against Makeraccelerate, without first proceeding against Maker notice of acceleration or any other person notice or entity demand whatsoever (except as contemplated by Section 6 below), pay in lawful money of the United States of America, the amount due on the Guaranteed Debt to Payees at the address as set forth herein or exhausting at such other place as Payees may from time to time designate in writing to Guarantor. In the event that Payees must rescind or restore any other remedies Payee may have against Makerpayment received by Payees in satisfaction of the Guaranteed Debt, any prior release or discharge from the terms of this guarantee shall be voided without effect, and this guarantee shall remain in full force and effect. It is the intention of Payees and Guarantor that Guarantor's obligations hereunder shall not be released, discharged except by Guarantor's performance of such obligations and this Subordinated Guaranty then only to the extent of such performance. This guarantee may be enforced by Payees and any subsequent holder of the Guaranteed Debt and shall not be impaired, discharged by any extension in the time for the payment assignment of any amounts due all or for the performance of any obligations to be performed by Maker under the Subordinated Notes or any other document or agreement executed in connection therewith, or by any amendment or modification of or by any addition to or deletion from the Subordinated Notes or any other document or agreement executed in connection therewith, or by any waiver of any default or any rights hereunder or thereunder, whether or not Payee shall have had notice or knowledge of any part of the foregoingGuaranteed Debt.