DESCRIPTION WHICH THE UNDERSIGNED MAY HAVE OR WHICH MAY EXIST BETWEEN
AND AMONG LAURUS, ANY COMPANY AND/OR THE UNDERSIGNED WITH RESPECT TO THE
UNDERSIGNED'S OBLIGATIONS UNDER THIS GUARANTY, OR WHICH ANY COMPANY MAY ASSERT
ON THE UNDERLYING DEBT, INCLUDING BUT NOT LIMITED TO FAILURE OF CONSIDERATION,
BREACH OF WARRANTY, FRAUD, PAYMENT (OTHER THAN CASH PAYMENT IN FULL OF THE
OBLIGATIONS), STATUTE OF FRAUDS, BANKRUPTCY, INFANCY, STATUTE OF LIMITATIONS,
ACCORD AND SATISFACTION, AND USURY.
(B)
EACH OF THE UNDERSIGNED FURTHER WAIVES (I) NOTICE OF THE
ACCEPTANCE OF THIS GUARANTY, OF THE 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 ANY COMPANY'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 ANY COMPANY 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
ANY COMPANY IN RESPECT OF PAYMENTS MADE BY THE UNDERSIGNED HEREUNDER, UNTIL ALL
AMOUNTS OWING TO LAURUS BY EACH COMPANY ON ACCOUNT OF THE OBLIGATIONS ARE
INDEFEASIBLY PAID IN FULL AND LAURUS' OBLIGATION TO EXTEND CREDIT PURSUANT TO
THE DOCUMENTS HAS BEEN IRREVOCABLY TERMINATED.
IF, NOTWITHSTANDING THE
3
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 LAURUS' OBLIGATION TO EXTEND CREDIT PURSUANT TO 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 OBLIGATIONS AND LIABILITIES OF EACH COMPANY TO ANY OF THE
UNDERSIGNED ARE HEREBY WAIVED AND POSTPONED IN FAVOR OF, AND SUBORDINATED TO THE
FULL PAYMENT AND PERFORMANCE OF, ALL OBLIGATIONS OF EACH COMPANY TO LAURUS.
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