RELIANCE UPON SUCH PAYMENT, AND ANY SUCH CONTRARY ACTION SO
TAKEN WILL BE WITHOUT PREJUDICE TO THE BANK'S RIGHTS HEREUNDER AND WILL BE
DEEMED TO HAVE BEEN CONDITIONED UPON SUCH PAYMENT HAVING BECOME FINAL AND
IRREVOCABLE.
4.
FINANCIAL STATEMENTS.
UNLESS COMPLIANCE IS WAIVED IN WRITING BY
THE BANK OR UNTIL ALL OF THE OBLIGATIONS HAVE BEEN PAID IN FULL, EACH GUARANTOR
WILL PROMPTLY SUBMIT TO THE BANK SUCH INFORMATION RELATING TO SUCH GUARANTOR'S
AFFAIRS (INCLUDING BUT NOT LIMITED TO ANNUAL FINANCIAL STATEMENTS AND TAX
RETURNS FOR THE GUARANTOR) OR ANY SECURITY FOR THE GUARANTY AS THE BANK MAY
REASONABLY REQUEST.
5.
ENFORCEABILITY OF OBLIGATIONS.
NO MODIFICATION, LIMITATION OR
DISCHARGE OF THE OBLIGATIONS ARISING OUT OF OR BY VIRTUE OF ANY BANKRUPTCY,
REORGANIZATION OR SIMILAR PROCEEDING
2
FOR RELIEF OF DEBTORS UNDER FEDERAL OR STATE LAW WILL AFFECT, MODIFY, LIMIT OR
DISCHARGE THE GUARANTORS' LIABILITY IN ANY MANNER WHATSOEVER AND THIS GUARANTY
WILL REMAIN AND CONTINUE IN FULL FORCE AND EFFECT AND WILL BE ENFORCEABLE
AGAINST THE GUARANTORS TO THE SAME EXTENT AND WITH THE SAME FORCE AND EFFECT AS
IF ANY SUCH PROCEEDING HAD NOT BEEN INSTITUTED.
EACH GUARANTOR WAIVES ALL
RIGHTS AND BENEFITS WHICH MIGHT ACCRUE TO IT BY REASON OF ANY SUCH PROCEEDING
AND WILL BE LIABLE TO THE FULL EXTENT HEREUNDER, IRRESPECTIVE OF ANY
MODIFICATION, LIMITATION OR DISCHARGE OF THE LIABILITY OF THE BORROWER THAT MAY
RESULT FROM ANY SUCH PROCEEDING.
6.
EVENTS OF DEFAULT.
THE OCCURRENCE OF ANY OF THE FOLLOWING SHALL
BE AN "EVENT OF DEFAULT":
(I) ANY EVENT OF DEFAULT (AS DEFINED IN ANY OF THE
OBLIGATIONS); (II) DEMAND BY THE BANK UNDER ANY OF THE OBLIGATIONS THAT HAVE A
DEMAND FEATURE; (III) THE GUARANTORS' FAILURE TO PERFORM ANY OF THEIR
OBLIGATIONS HEREUNDER; (IV) THE FALSITY, INACCURACY OR MATERIAL BREACH BY A
GUARANTOR OF ANY WRITTEN WARRANTY, REPRESENTATION OR STATEMENT MADE OR FURNISHED
TO THE BANK BY OR ON BEHALF OF SUCH GUARANTOR; OR (V) THE TERMINATION OR
ATTEMPTED TERMINATION OF THIS GUARANTY.
UPON THE OCCURRENCE OF ANY EVENT OF
DEFAULT, (A) THE GUARANTORS SHALL PAY TO THE BANK THE AMOUNT OF THE OBLIGATIONS;
OR (B) ON DEMAND OF THE BANK, THE GUARANTORS SHALL IMMEDIATELY DEPOSIT WITH THE
BANK, IN U.S. DOLLARS, ALL AMOUNTS DUE OR TO BECOME DUE UNDER THE OBLIGATIONS,
AND THE BANK MAY AT ANY TIME USE SUCH FUNDS TO REPAY THE OBLIGATIONS; OR (C) THE
BANK IN ITS DISCRETION MAY EXERCISE WITH RESPECT TO ANY COLLATERAL ANY ONE OR
MORE OF THE RIGHTS AND REMEDIES PROVIDED A SECURED PARTY UNDER THE APPLICABLE
VERSION OF THE UNIFORM COMMERCIAL CODE; OR (D) THE BANK IN ITS DISCRETION MAY
EXERCISE FROM TIME TO TIME ANY OTHER RIGHTS AND REMEDIES AVAILABLE TO IT AT LAW,
IN EQUITY OR OTHERWISE.
7.
RIGHT OF SETOFF.
IN ADDITION TO ALL LIENS UPON AND RIGHTS OF
SETOFF AGAINST THE GUARANTORS' MONEY, SECURITIES OR OTHER PROPERTY GIVEN TO THE
BANK BY LAW, THE BANK SHALL HAVE, WITH RESPECT TO THE GUARANTORS' OBLIGATIONS TO
THE BANK UNDER THIS GUARANTY