OR OTHER ADVANTAGE FROM EACH AND EVERY LOAN, ADVANCE OR
EXTENSION OF CREDIT MADE UNDER THE DOCUMENTS OR OTHER OBLIGATION INCURRED BY
DEBTOR TO LAURUS.
6.
ACCELERATION.
(A)
IF ANY BREACH OF ANY COVENANT OR CONDITION OR OTHER EVENT OF
DEFAULT SHALL OCCUR AND BE CONTINUING, AFTER THE EXPIRATION OF ANY APPLICABLE
CURE PERIOD, UNDER ANY AGREEMENT MADE BY DEBTOR OR THE UNDERSIGNED TO LAURUS, OR
EITHER DEBTOR OR THE UNDERSIGNED SHOULD AT ANY TIME BECOME INSOLVENT, OR MAKE A
GENERAL ASSIGNMENT, OR IF A PROCEEDING IN OR UNDER ANY INSOLVENCY LAW SHALL BE
FILED OR COMMENCED BY, OR IN RESPECT OF, THE UNDERSIGNED, OR IF A NOTICE OF ANY
LIEN, LEVY, OR ASSESSMENT IS FILED OF RECORD WITH RESPECT TO ANY ASSETS OF ANY
OF THE UNDERSIGNED BY THE UNITED STATES OF AMERICA OR ANY DEPARTMENT, AGENCY, OR
INSTRUMENTALITY THEREOF, OR IF ANY TAXES OR DEBTS OWING AT ANY TIME OR TIMES
HEREAFTER TO ANY ONE OF THEM BECOMES A LIEN OR ENCUMBRANCE UPON ANY ASSETS OF
THE UNDERSIGNED IN LAURUS' POSSESSION, OR OTHERWISE, ANY AND ALL OBLIGATIONS
SHALL FOR PURPOSES HEREOF, AT LAURUS' OPTION, BE DEEMED DUE AND PAYABLE WITHOUT
NOTICE NOTWITHSTANDING THAT ANY SUCH OBLIGATION IS NOT THEN DUE AND PAYABLE BY
DEBTOR.
(B)
THE UNDERSIGNED WILL PROMPTLY NOTIFY LAURUS OF ANY DEFAULT BY SUCH
UNDERSIGNED IN ITS RESPECTIVE PERFORMANCE OR OBSERVANCE OF ANY TERM OR CONDITION
OF ANY AGREEMENT TO WHICH THE UNDERSIGNED IS A PARTY IF THE EFFECT OF SUCH
DEFAULT IS TO CAUSE, OR PERMIT THE HOLDER OF ANY OBLIGATION UNDER SUCH AGREEMENT
TO CAUSE, SUCH OBLIGATION TO BECOME DUE PRIOR TO ITS STATED MATURITY AND, IF
SUCH AN EVENT OCCURS, LAURUS SHALL HAVE THE RIGHT TO ACCELERATE SUCH
UNDERSIGNED'S OBLIGATIONS HEREUNDER.
7.
PAYMENTS FROM GUARANTORS.
LAURUS, IN ITS 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.
8.
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 LAURUS HEREUNDER OR
UNDER ANY OF THE OBLIGATIONS.
9.
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 PAID IN FULL AND THE DOCUMENTS HAVE BEEN IRREVOCABLY TERMINATED.
IF
ANY OF THE PRESENT OR FUTURE OBLIGATIONS ARE GUARANTIED BY PERSONS, PARTNERSHIPS
OR CORPORATIONS 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