AGREES THAT ANY AND ALL CLAIMS OF GUARANTOR AGAINST BORROWER, ANY
ENDORSER OR ANY OTHER GUARANTOR OF ALL OR ANY PART OF THE OBLIGATIONS, OR
AGAINST ANY OF THEIR RESPECTIVE PROPERTIES, SHALL BE SUBORDINATE AND SUBJECT IN
RIGHT OF PAYMENT TO THE PRIOR PAYMENT, IN FULL, OF THE OBLIGATIONS.
GUARANTOR,
IN ITS CAPACITY AS A GUARANTOR, ALSO WAIVES ALL SETOFFS AND COUNTERCLAIMS AND
ALL PRESENTMENTS, DEMANDS FOR PERFORMANCE, NOTICES OF NONPERFORMANCE, PROTESTS,
NOTICES OF PROTEST, NOTICES OF DISHONOR, AND NOTICES OF ACCEPTANCE OF THIS
GUARANTY.
GUARANTOR, IN ITS CAPACITY AS A GUARANTOR, FURTHER WAIVES ALL NOTICES
OF THE EXISTENCE, CREATION OR INCURRING OF NEW OR ADDITIONAL INDEBTEDNESS,
ARISING EITHER FROM ADDITIONAL LOANS EXTENDED TO BORROWER OR OTHERWISE, AND ALSO
WAIVES ALL NOTICES THAT THE PRINCIPAL AMOUNT, OR ANY PORTION THEREOF, AND/OR ANY
INTEREST OR DOCUMENTS EVIDENCING ALL OR ANY PART OF THE OBLIGATIONS IS DUE AND
NOTICE OF ANY AND ALL PROCEEDINGS TO COLLECT FROM THE MAKER, ANY ENDORSER OR ANY
OTHER GUARANTOR OF ALL OR ANY PART OF THE OBLIGATIONS, OR FROM ANY OTHER
PERSON.
IF, NOTWITHSTANDING THE FOREGOING, GUARANTOR SHALL COLLECT, ENFORCE OR
RECEIVE ANY AMOUNTS IN RESPECT OF SUCH INDEBTEDNESS, SUCH AMOUNT SHALL BE
COLLECTED, ENFORCED AND RECEIVED BY GUARANTOR AS TRUSTEE FOR LENDER AND BE PAID
OVER TO LENDER ON ACCOUNT OF THE OBLIGATIONS WITHOUT AFFECTING IN ANY MANNER THE
LIABILITY OF GUARANTOR UNDER THE OTHER PROVISIONS OF THIS GUARANTY.
14.
PAYMENTS.
GUARANTOR COVENANTS AND AGREES
THAT THE OBLIGATIONS WILL BE PAID STRICTLY IN ACCORDANCE WITH THEIR RESPECTIVE
TERMS REGARDLESS OF ANY LAW, REGULATION OR ORDER NOW OR HEREINAFTER IN EFFECT IN
ANY JURISDICTION AFFECTING ANY OF SUCH TERMS OF THE RIGHTS OF THE LENDER WITH
RESPECT THERETO.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, GUARANTOR'S
OBLIGATIONS HEREUNDER WITH RESPECT TO ANY OBLIGATION SHALL NOT BE DISCHARGED BY
A PAYMENT IN A CURRENCY OTHER THAN DOLLARS OF THE UNITED STATES OF AMERICA OR AT
A PLACE OTHER THAN THE PLACE SPECIFIED FOR THE PAYMENT OF THE OBLIGATIONS,
WHETHER PURSUANT TO A JUDGMENT OR OTHERWISE, TO THE EXTENT THAT THE AMOUNT SO
PAID ON CONVERSION TO DOLLARS OF THE UNITED STATES OF AMERICA AND TRANSFERRED TO
THE LENDER UNDER NORMAL BANKING PROCEDURES DOES NOT YIELD THE AMOUNT OF DOLLARS
OF THE UNITED STATES OF AMERICA DUE THEREUNDER.
15.
TAXES.
ALL PAYMENTS HEREUNDER SHALL BE MADE
WITHOUT ANY COUNTERCLAIM OF SETOFF, FREE AND CLEAR OF, AND WITHOUT REDUCTION BY
REASON OF, ANY TAXES, LEVIES, IMPOSTS, CHARGES AND WITHHOLDINGS, RESTRICTIONS OR
CONDITIONS OF ANY NATURE ("TAXES"), WHICH ARE NOW OR MAY HEREAFTER BEEN IMPOSED,
LEVIED OR ASSESSED BY ANY COUNTRY, POLITICAL SUBDIVISION OR TAXING AUTHORITY,
ALL OF WHICH WILL BE FOR THE ACCOUNT OF AND PAID BY GUARANTOR HEREUNDER.
IF FOR
ANY REASON, ANY SUCH
5
REDUCTION IS MADE OR ANY TAXES ARE PAID BY THE LENDER, GUARANTOR WILL PAY TO THE
AGENT ON BEHALF OF THE LENDER THE ADDITIONAL AMOUNTS AS MAY BE NECESSARY TO
ENSURE THAT IT RECEIVES THE SAME NET AMOUNT WHICH IT WOULD HAVE