FROM GUARANTORS.
THE CREDITOR PARTIES, IN THEIR SOLE AND ABSOLUTE
DISCRETION, WITH OR WITHOUT NOTICE TO THE UNDERSIGNED, MAY APPLY ON ACCOUNT OF
THE OBLIGATIONS ANY PAYMENT FROM THE UNDERSIGNED OR ANY OTHER GUARANTORS, OR
AMOUNTS REALIZED FROM ANY SECURITY FOR THE OBLIGATIONS, OR MAY DEPOSIT ANY AND
ALL SUCH AMOUNTS REALIZED IN A NON-INTEREST BEARING CASH COLLATERAL DEPOSIT
ACCOUNT TO BE MAINTAINED AS SECURITY FOR THE OBLIGATIONS.
COSTS.
THE UNDERSIGNED SHALL PAY ON DEMAND, ALL COSTS, FEES AND EXPENSES
(INCLUDING EXPENSES FOR LEGAL SERVICES OF EVERY KIND) RELATING OR INCIDENTAL TO
THE ENFORCEMENT OR PROTECTION OF THE RIGHTS OF THE CREDITOR PARTIES HEREUNDER OR
UNDER ANY OF THE OBLIGATIONS.
NO TERMINATION.
THIS IS A CONTINUING IRREVOCABLE GUARANTY AND SHALL REMAIN IN
FULL FORCE AND EFFECT AND BE BINDING UPON THE UNDERSIGNED, AND EACH OF THE
UNDERSIGNED'S SUCCESSORS AND ASSIGNS, UNTIL ALL OF THE OBLIGATIONS HAVE BEEN
INDEFEASIBLY PAID IN FULL AND THE PURCHASERS' OBLIGATION TO EXTEND CREDIT
PURSUANT TO THE DOCUMENTS HAS BEEN IRREVOCABLY TERMINATED.
IF ANY OF
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THE PRESENT OR FUTURE OBLIGATIONS ARE GUARANTIED BY PERSONS, PARTNERSHIPS,
CORPORATIONS OR OTHER ENTITIES IN ADDITION TO THE UNDERSIGNED, THE DEATH,
RELEASE OR DISCHARGE IN WHOLE OR IN PART OR THE BANKRUPTCY, MERGER,
CONSOLIDATION, INCORPORATION, LIQUIDATION OR DISSOLUTION OF ONE OR MORE OF THEM
SHALL NOT DISCHARGE OR AFFECT THE LIABILITIES OF ANY UNDERSIGNED UNDER THIS
GUARANTY.
RECAPTURE.
ANYTHING IN THIS GUARANTY TO THE CONTRARY NOTWITHSTANDING, IF ANY
CREDITOR PARTY RECEIVES ANY PAYMENT OR PAYMENTS ON ACCOUNT OF THE LIABILITIES
GUARANTEED HEREBY, WHICH PAYMENT OR PAYMENTS OR ANY PART THEREOF ARE
SUBSEQUENTLY INVALIDATED, DECLARED TO BE FRAUDULENT OR PREFERENTIAL, SET ASIDE
AND/OR REQUIRED TO BE REPAID TO A TRUSTEE, RECEIVER, OR ANY OTHER PARTY UNDER
ANY INSOLVENCY LAW, COMMON LAW OR EQUITABLE DOCTRINE, THEN TO THE EXTENT OF ANY
SUM NOT FINALLY RETAINED BY THE CREDITOR PARTIES, THE UNDERSIGNED'S OBLIGATIONS
TO THE CREDITOR PARTIES SHALL BE REINSTATED AND THIS GUARANTY SHALL REMAIN IN
FULL FORCE AND EFFECT (OR BE REINSTATED) UNTIL PAYMENT SHALL HAVE BEEN MADE TO
THE CREDITOR PARTIES, WHICH PAYMENT SHALL BE DUE ON DEMAND.
BOOKS AND RECORDS.
THE BOOKS AND RECORDS OF THE AGENT SHOWING THE ACCOUNT
BETWEEN THE CREDITOR PARTIES AND THE COMPANY SHALL BE ADMISSIBLE IN EVIDENCE IN
ANY ACTION OR PROCEEDING, SHALL BE BINDING UPON THE UNDERSIGNED FOR THE PURPOSE
OF ESTABLISHING THE ITEMS THEREIN SET FORTH AND SHALL CONSTITUTE PRIMA FACIE
PROOF THEREOF.
NO WAIVER.
NO FAILURE ON THE PART OF ANY CREDITOR PARTY TO EXERCISE, AND NO
DELAY IN EXERCISING, ANY RIGHT, REMEDY OR POWER HEREUNDER SHALL OPERATE AS A
WAIVER THEREOF, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE BY ANY CREDITOR PARTY
OF ANY RIGHT, REMEDY OR POWER HEREUNDER PRECLUDE ANY OTHER OR FUTURE EXERCISE OF
ANY OTHER LEGAL RIGHT, REMEDY OR POWER.
EACH AND EVERY RIGHT, REMEDY AND POWER
HEREBY GRANTED TO THE CREDITOR PARTIES OR ALLOWED IT BY LAW OR OTHER AGREEMENT
SHALL BE CUMULATIVE AND NOT EXCLUSIVE OF ANY OTHER, AND MAY BE EXERCISED BY THE
CREDITOR