OR DISTRIBUTIONS WHICH ARE PROHIBITED BY THIS
GUARANTY, SUCH GUARANTOR AGREES TO HOLD IN TRUST FOR LENDER AN AMOUNT EQUAL TO
THE AMOUNT OF ALL FUNDS, PAYMENTS, CLAIMS OR DISTRIBUTIONS SO RECEIVED, AND
AGREES THAT IT SHALL HAVE ABSOLUTELY NO DOMINION OVER THE AMOUNT OF SUCH FUNDS,
PAYMENTS, CLAIMS OR DISTRIBUTIONS SO RECEIVED EXCEPT TO PAY THEM PROMPTLY TO
LENDER, AND SUCH GUARANTOR COVENANTS PROMPTLY TO PAY THE SAME TO LENDER.
5.4
LIENS SUBORDINATE.
EACH GUARANTOR AGREES THAT ANY LIENS, SECURITY
INTERESTS, JUDGMENT LIENS, CHARGES OR OTHER ENCUMBRANCES UPON ANY BORROWER'S
ASSETS SECURING PAYMENT OF THE GUARANTOR CLAIMS SHALL BE AND REMAIN INFERIOR AND
SUBORDINATE TO ANY LIENS, SECURITY INTERESTS, JUDGMENT LIENS, CHARGES OR OTHER
ENCUMBRANCES UPON SUCH BORROWER'S ASSETS SECURING PAYMENT OF THE GUARANTEED
OBLIGATIONS, REGARDLESS OF WHETHER SUCH ENCUMBRANCES IN FAVOR OF ANY GUARANTOR
OR LENDER PRESENTLY EXIST OR ARE HEREAFTER CREATED OR ATTACH.
WITHOUT THE PRIOR
WRITTEN CONSENT OF
13
LENDER AS LONG AS THE DEBT IS OUTSTANDING, NO GUARANTOR SHALL (A) EXERCISE OR
ENFORCE ANY CREDITOR'S RIGHT IT MAY HAVE AGAINST ANY BORROWER, OR (B) FORECLOSE,
REPOSSESS, SEQUESTER OR OTHERWISE TAKE STEPS OR INSTITUTE ANY ACTION OR
PROCEEDINGS (JUDICIAL OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE
COMMENCEMENT OF, OR JOINDER IN, ANY LIQUIDATION, BANKRUPTCY, REARRANGEMENT,
DEBTOR'S RELIEF OR INSOLVENCY PROCEEDING) TO ENFORCE ANY LIENS, MORTGAGES, DEEDS
OF TRUST, SECURITY INTERESTS, COLLATERAL RIGHTS, JUDGMENTS OR OTHER ENCUMBRANCES
ON ASSETS OF ANY BORROWER HELD BY ANY GUARANTOR.
ARTICLE VI
MISCELLANEOUS
6.1
WAIVER.
NO FAILURE TO EXERCISE, AND NO DELAY IN EXERCISING, ON THE
PART OF LENDER, ANY RIGHT HEREUNDER SHALL OPERATE AS A WAIVER THEREOF, NOR SHALL
ANY SINGLE OR PARTIAL EXERCISE THEREOF PRECLUDE ANY OTHER OR FURTHER EXERCISE
THEREOF OR THE EXERCISE OF ANY OTHER RIGHT.
THE RIGHTS OF LENDER HEREUNDER
SHALL BE IN ADDITION TO ALL OTHER RIGHTS PROVIDED BY LAW.
NO MODIFICATION OR
WAIVER OF ANY PROVISION OF THIS GUARANTY, NOR CONSENT TO DEPARTURE THEREFROM,
SHALL BE EFFECTIVE UNLESS IN WRITING AND NO SUCH CONSENT OR WAIVER SHALL EXTEND
BEYOND THE PARTICULAR CASE AND PURPOSE INVOLVED.
NO NOTICE OR DEMAND GIVEN IN
ANY CASE SHALL CONSTITUTE A WAIVER OF THE RIGHT TO TAKE OTHER ACTION IN THE
SAME, SIMILAR OR OTHER INSTANCES WITHOUT SUCH NOTICE OR DEMAND.
PURSUANT TO
NEVADA REVISED STATUTES ("NRS") SECTION 40.495(2), EACH GUARANTOR HEREBY WAIVES
THE PROVISIONS OF NRS SECTION 40.430.
6.2
NOTICES.
ALL NOTICES, CONSENTS, APPROVALS AND REQUESTS REQUIRED OR
PERMITTED HEREUNDER (EACH, A "NOTICE") SHALL BE GIVEN IN WRITING AND SHALL BE
EFFECTIVE FOR ALL PURPOSES IF HAND DELIVERED OR SENT BY (A) CERTIFIED OR
REGISTERED UNITED STATES MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, (B) A
REPUTABLE OVERNIGHT COURIER FOR NEXT BUSINESS DAY DELIVERY, OR (C) EXPEDITED
PREPAID DELIVERY SERVICE, EITHER COMMERCIAL OR UNITED STATES POSTAL SERVICE,
WITH PROOF OF ATTEMPTED DELIVERY, AND BY TELECOPIER (WITH ANSWER BACK
ACKNOWLEDGED), ADDRESSED AS FOLLOWS (OR AT SUCH OTHER ADDRESS AND PERSON AS
SHALL BE DESIGNATED FROM TIME TO TIME BY ANY PARTY HERETO, AS THE CASE MAY BE,
IN A NOTICE