THE GUARANTOR WHICH IS NOT VACATED WITHIN NINETY (90)
DAYS OR (IV) ANY MONEY JUDGMENT, WRIT OR SIMILAR FINAL PROCESS SHALL BE ENTERED
OR FILED AGAINST THE GUARANTOR OR ANY OF ITS PROPERTIES OR OTHER ASSETS FOR MORE
THAN $250,000, AND SHALL REMAIN UNVACATED, UNBONDED OR UNSTAYED FOR A PERIOD OF
NINETY (90) DAYS,
THEN ANY AND ALL OBLIGATIONS SHALL FOR PURPOSES HEREOF, AT
LENDER'S OPTION, BE DEEMED DUE AND PAYABLE WITHOUT NOTICE NOTWITHSTANDING THAT
ANY SUCH OBLIGATION IS NOT THEN DUE AND PAYABLE BY BORROWER.
(B)
THE GUARANTOR WILL PROMPTLY NOTIFY LENDER OF
ANY DEFAULT BY THE GUARANTOR IN THE PERFORMANCE OR OBSERVANCE OF ANY TERM OR
CONDITION OF ANY AGREEMENT TO WHICH THE GUARANTOR 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, LENDER SHALL HAVE THE RIGHT TO ACCELERATE THE
GUARANTOR'S OBLIGATIONS HEREUNDER.
7.
PAYMENTS FROM GUARANTORS.
LENDER, IN
ITS SOLE AND ABSOLUTE DISCRETION, WITH OR WITHOUT NOTICE TO THE GUARANTOR, MAY
APPLY ON ACCOUNT OF THE OBLIGATIONS ANY PAYMENT FROM THE GUARANTOR OR ANY OTHER
GUARANTOR, 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 GUARANTOR 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 LENDER 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 GUARANTOR, AND THE GUARANTOR'S SUCCESSORS AND ASSIGNS, UNTIL ALL OF THE
OBLIGATIONS HAVE BEEN PAID IN FULL.
IF ANY OF THE PRESENT OR FUTURE OBLIGATIONS
ARE GUARANTIED BY PERSONS, PARTNERSHIPS OR CORPORATIONS IN ADDITION TO THE
GUARANTOR, THE DEATH, RELEASE OR DISCHARGE IN WHOLE OR IN PART OR THE
BANKRUPTCY, MERGER, CONSOLIDATION,
5
INCORPORATION, LIQUIDATION OR DISSOLUTION OF ONE OR MORE OF THEM SHALL NOT
DISCHARGE OR AFFECT THE LIABILITIES OF THE GUARANTOR UNDER THIS GUARANTY.
10.
RECAPTURE.
ANYTHING IN THIS GUARANTY TO THE
CONTRARY NOTWITHSTANDING, IF LENDER 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 LENDER, THE GUARANTOR'S OBLIGATIONS TO
LENDER SHALL BE REINSTATED AND THIS GUARANTY SHALL REMAIN IN FULL FORCE AND
EFFECT (OR BE REINSTATED) UNTIL PAYMENT SHALL HAVE BEEN MADE TO LENDER, WHICH
PAYMENT SHALL BE DUE ON DEMAND.
11.
BOOKS AND RECORDS.
THE BOOKS AND RECORDS OF
LENDER SHOWING THE