THIS GUARANTY, OF THE MAKING OF ANY SUCH LOANS OR EXTENSIONS OF CREDIT, AND OF
ALL NOTICES AND DEMANDS OF ANY KIND TO WHICH THE UNDERSIGNED MAY BE ENTITLED,
INCLUDING, WITHOUT LIMITATION, NOTICE OF ADVERSE CHANGE IN DEBTOR'S FINANCIAL
CONDITION OR OF ANY OTHER FACT WHICH MIGHT MATERIALLY INCREASE THE RISK OF THE
UNDERSIGNED AND (II) PRESENTMENT TO OR DEMAND OF PAYMENT FROM ANYONE WHOMSOEVER
LIABLE UPON ANY OF THE OBLIGATIONS, PROTEST, NOTICES OF PRESENTMENT, NON-PAYMENT
OR PROTEST AND NOTICE OF ANY SALE OF COLLATERAL SECURITY OR ANY DEFAULT OF ANY
SORT.
(C)
NOTWITHSTANDING ANY PAYMENT OR PAYMENTS MADE BY THE UNDERSIGNED
HEREUNDER, OR ANY SETOFF OR APPLICATION OF FUNDS OF THE UNDERSIGNED BY LAURUS,
THE UNDERSIGNED SHALL NOT BE ENTITLED TO BE SUBROGATED TO ANY OF THE RIGHTS OF
LAURUS AGAINST DEBTOR OR AGAINST ANY COLLATERAL OR GUARANTEE OR RIGHT OF OFFSET
HELD BY LAURUS FOR THE PAYMENT OF THE OBLIGATIONS, NOR SHALL THE UNDERSIGNED
SEEK OR BE ENTITLED TO SEEK ANY CONTRIBUTION OR REIMBURSEMENT FROM DEBTOR IN
RESPECT OF PAYMENTS MADE BY THE UNDERSIGNED HEREUNDER, UNTIL ALL AMOUNTS OWING
TO LAURUS BY DEBTOR ON ACCOUNT OF THE OBLIGATIONS ARE PAID IN FULL AND THE
DOCUMENTS HAVE BEEN TERMINATED.
IF, NOTWITHSTANDING THE FOREGOING, ANY AMOUNT
SHALL BE PAID TO THE UNDERSIGNED ON ACCOUNT OF SUCH SUBROGATION RIGHTS AT ANY
TIME WHEN ALL OF THE OBLIGATIONS SHALL NOT HAVE BEEN PAID IN FULL AND THE
DOCUMENTS SHALL NOT HAVE BEEN TERMINATED, SUCH AMOUNT SHALL BE HELD BY THE
UNDERSIGNED IN TRUST FOR LAURUS, SEGREGATED FROM OTHER FUNDS OF THE UNDERSIGNED,
AND SHALL FORTHWITH UPON, AND IN ANY EVENT WITHIN TWO (2) BUSINESS DAYS OF,
RECEIPT BY THE UNDERSIGNED, BE TURNED OVER TO LAURUS IN THE EXACT FORM RECEIVED
BY THE UNDERSIGNED (DULY ENDORSED BY THE UNDERSIGNED TO LAURUS, IF REQUIRED), TO
BE APPLIED AGAINST THE OBLIGATIONS, WHETHER MATURED OR UNMATURED, IN SUCH ORDER
AS LAURUS MAY DETERMINE, SUBJECT TO THE PROVISIONS OF THE DOCUMENTS.
ANY AND
ALL PRESENT AND FUTURE DEBTS AND OBLIGATIONS OF DEBTOR TO ANY OF THE UNDERSIGNED
ARE HEREBY WAIVED AND POSTPONED IN FAVOR OF, AND SUBORDINATED TO THE FULL
PAYMENT AND PERFORMANCE OF, ALL PRESENT AND FUTURE DEBTS AND OBLIGATIONS OF
DEBTOR TO LAURUS; PROVIDED, HOWEVER, THAT NOTHING CONTAINED HEREIN SHALL
PROHIBIT "PERMITTED DISPOSITIONS" TO GUARANTOR (AS SUCH TERM IS DEFINED IN THAT
CERTAIN LOAN AND SECURITY AGREEMENT, DATED AS OF DECEMBER 19, 2001, BETWEEN
DEBTOR AND FOOTHILL CAPITAL CORPORATION, AS AMENDED TO DATE)
4.
SECURITY.
ALL SUMS AT ANY TIME TO THE CREDIT OF THE UNDERSIGNED
AND ANY PROPERTY OF THE UNDERSIGNED IN LAURUS' POSSESSION OR IN THE POSSESSION
OF ANY BANK, FINANCIAL INSTITUTION OR OTHER ENTITY THAT DIRECTLY OR INDIRECTLY,
THROUGH ONE OR MORE INTERMEDIARIES, CONTROLS OR IS
3
controlled by, or is under common control with, Laurus (each such entity, an
"Affiliate") shall be deemed held by Laurus or such Affiliate, as the case may
be, as security for any and all of the undersigned's obligations to Laurus and
to any Affiliate