and shall have the right to specify a different
address or fax number within the United States of America or Canada.
Nothing in
this Section shall be construed to require any notice to Guarantor not otherwise
expressly required in this Guaranty.
21.
REINSTATEMENT AND TERMINATION.
(A)
NOTWITHSTANDING ANYTHING IN THIS GUARANTY
TO THE CONTRARY, THIS GUARANTY SHALL CONTINUE TO BE EFFECTIVE OR BE REINSTATED,
AS THE CASE MAY BE, IF AT ANY TIME ANY PAYMENT OF ANY PORTION OF THE GUARANTEED
OBLIGATION PAID BY GUARANTOR IS REVOKED, TERMINATED, RESCINDED OR REDUCED OR
MUST OTHERWISE BE RESTORED OR RETURNED UPON THE INSOLVENCY, BANKRUPTCY OR
REORGANIZATION (INCLUDING WITHOUT LIMITATION PURSUANT TO ANY DEBTOR RELIEF LAWS)
OF ANY BORROWER OR ANY OTHER PERSON OR OTHERWISE, AS IF SUCH PAYMENT HAD NOT
BEEN MADE AND WHETHER OR NOT THE LENDER IS IN POSSESSION OF OR HAS RELEASED THIS
GUARANTY AND REGARDLESS OF ANY PRIOR REVOCATION, RESCISSION, TERMINATION OR
REDUCTION.
(B)
SUBJECT TO CLAUSE (A) REGARDING
REINSTATEMENT, THIS GUARANTY SHALL TERMINATE AND BE RELEASED ON THE DATE THE
GUARANTEED OBLIGATION IS PAID IN FULL, OTHER THAN OBLIGATIONS THAT SURVIVE
TERMINATION OR ASSIGNMENT OF THE LOAN DOCUMENTS, AND THE CREDIT AGREEMENT HAS
TERMINATED IN ACCORDANCE WITH ITS TERMS.
(C)
UPON TERMINATION OF THE GUARANTY PURSUANT
TO THE PROVISIONS OF SECTION 21(B), LENDER SHALL DELIVER OR CAUSE TO BE
DELIVERED TO GUARANTOR, AT GUARANTOR'S EXPENSE, RELEASES AND SATISFACTIONS, OR
TRANSFERS WITHOUT WARRANTY, OF ALL OBLIGATIONS UNDER THIS GUARANTY AND ALL
COLLATERAL OF GUARANTOR SECURING SUCH GUARANTEED OBLIGATION, AND GUARANTOR SHALL
DELIVER TO LENDER A GENERAL RELEASE OF ALL OF LENDER'S LIABILITIES AND
OBLIGATIONS TO GUARANTOR, INCLUDING UNDER THE LOAN DOCUMENTS (IN EACH CASE,
OTHER THAN THOSE ARISING UNDER THE OBLIGATIONS THAT SURVIVE THE TERMINATION OR
ASSIGNMENT OF THE LOAN DOCUMENTS) AND AN ACKNOWLEDGMENT THAT THE SAME HAVE BEEN
TERMINATED OR ASSIGNED AS TO GUARANTOR.
22.
GOVERNING LAW.
THIS GUARANTY IS TO BE
CONSTRUED, AND ITS PERFORMANCE ENFORCED, UNDER TEXAS LAW.
23.
NO ORAL AGREEMENTS.
THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO SHALL BE DETERMINED SOLELY FROM WRITTEN
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AGREEMENTS, DOCUMENTS, AND INSTRUMENTS, AND ANY PRIOR ORAL AGREEMENTS BETWEEN
THE PARTIES ARE SUPERSEDED BY AND MERGED INTO SUCH WRITINGS.
THIS GUARANTY (AS
AMENDED IN WRITING FROM TIME TO TIME), THE CREDIT AGREEMENT, AND THE OTHER
WRITTEN LOAN DOCUMENTS EXECUTED BY BORROWERS, LENDER OR GUARANTOR (OR BY A
BORROWER OR GUARANTOR FOR THE BENEFIT OF LENDER OR LENDER) REPRESENT THE FINAL
AGREEMENT BETWEEN BORROWERS, GUARANTOR AND LENDER AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE
PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
THIS
SECTION IS INCLUDED HEREIN, AMONG OTHER REASONS, PURSUANT TO SECTION 26.02 OF
THE TEXAS BUSINESS AND COMMERCE CODE, AS AMENDED FROM TIME TO TIME.
[Signature is on the following page]
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This Guaranty is executed on the date first set out above.
GUARANTOR:
STRATUM HOLDINGS, INC.,
a Nevada corporation
By:
/s/ Larry M. Wright
Larry M. Wright
Chief Executive Officer
Signature Page