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 SUCH FUNDS, PAYMENTS, CLAIMS
AND/OR DISTRIBUTIONS PROMPTLY TO LENDER, AND SUCH GUARANTOR COVENANTS PROMPTLY
TO PAY THE SAME TO LENDER.
4.4
LIENS SUBORDINATE.
EACH GUARANTOR AGREES THAT ANY LIENS, SECURITY
INTERESTS, JUDGMENT LIENS, CHARGES OR OTHER ENCUMBRANCES UPON ANY BORROWER'S
ASSETS SECURING PAYMENT OF ANY GUARANTOR CLAIM 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 SUCH
11
GUARANTOR OR LENDER PRESENTLY EXIST OR ARE HEREAFTER CREATED OR ATTACH.
WITHOUT
THE PRIOR WRITTEN CONSENT OF 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 5
MISCELLANEOUS
5.1
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") §40.495(2), EACH GUARANTOR HEREBY WAIVES THE
PROVISIONS OF NRS §40.430.
5.2
NOTICES.
EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, ALL
NOTICES, CONSENTS, APPROVALS AND REQUESTS REQUIRED OR PERMITTED HEREUNDER OR
UNDER ANY OTHER LOAN DOCUMENT (EACH, A "NOTICE") SHALL BE GIVEN IN WRITING AND
SHALL BE EFFECTIVE FOR ALL PURPOSES IF (A) HAND DELIVERED, (B) SENT BY REPUTABLE
OVERNIGHT COURIER, (C) SENT BY (I) CERTIFIED OR REGISTERED UNITED STATES MAIL,
POSTAGE PREPAID, RETURN RECEIPT REQUESTED OR (II) EXPEDITED PREPAID DELIVERY
SERVICE, EITHER COMMERCIAL OR UNITED STATES POSTAL SERVICE, WITH PROOF OF
ATTEMPTED DELIVERY, OR (D) SENT BY TELECOPIER (WITH ANSWER BACK ACKNOWLEDGED AND
FOLLOWED BY A HARD COPY VIA ONE OF THE OTHER METHODS DESCRIBED ABOVE), ADDRESSED
AS FOLLOWS (OR TO SUCH OTHER ADDRESS AND PERSON AS SHALL BE DESIGNATED FROM TIME