INSOLVENCY PROCEEDING INVOLVING
BORROWER AS DEBTOR, BANK SHALL HAVE THE RIGHT TO PROVE AND VOTE ANY CLAIM UNDER
THE SUBORDINATED INDEBTEDNESS AND TO RECEIVE DIRECTLY FROM THE RECEIVER, TRUSTEE
OR OTHER COURT CUSTODIAN ALL DIVIDENDS, DISTRIBUTIONS, AND PAYMENTS MADE IN
RESPECT OF THE SUBORDINATED INDEBTEDNESS.
BANK MAY APPLY ANY SUCH DIVIDENDS,
DISTRIBUTIONS, AND PAYMENTS AGAINST THE OBLIGATIONS IN SUCH ORDER AND MANNER AS
BANK MAY DETERMINE IN ITS SOLE DISCRETION.
(C)
GUARANTOR AGREES THAT ALL PROMISSORY NOTES, ACCOUNTS
RECEIVABLE, LEDGERS, RECORDS, OR ANY OTHER EVIDENCE OF SUBORDINATED INDEBTEDNESS
SHALL CONTAIN A SPECIFIC WRITTEN NOTICE THEREON THAT THE INDEBTEDNESS EVIDENCED
THEREBY IS SUBORDINATED UNDER THE TERMS OF THIS GUARANTY.
11.
AMENDMENTS.
NO AMENDMENT OR WAIVER OF ANY PROVISION OF THIS
GUARANTY NOR CONSENT TO ANY DEPARTURE BY GUARANTOR THEREFROM SHALL IN ANY EVENT
BE EFFECTIVE UNLESS THE SAME SHALL BE IN WRITING AND SIGNED BY BANK.
NO FAILURE
ON THE PART OF BANK TO EXERCISE, AND NO DELAY IN EXERCISING ANY RIGHT, POWER, OR
PRIVILEGE HEREUNDER SHALL OPERATE AS A WAIVER THEREOF; NOR SHALL ANY SINGLE OR
PARTIAL EXERCISE OF ANY RIGHT, POWER, OR PRIVILEGE HEREUNDER PRECLUDE ANY OTHER
OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, POWER, OR
PRIVILEGE.
THE REMEDIES HEREIN PROVIDED ARE CUMULATIVE AND NOT EXCLUSIVE OF ANY
REMEDIES PROVIDED BY LAW.
12.
RELIANCE BY BANK.
GUARANTOR ACKNOWLEDGES THAT BANK IS RELYING
UPON THIS GUARANTY AND THE UNDERTAKINGS OF GUARANTOR HEREUNDER IN MAKING
EXTENSIONS OF CREDIT TO BORROWER AND FURTHER RECOGNIZES THAT THE EXECUTION AND
DELIVERY OF THIS GUARANTY IS A MATERIAL INDUCEMENT TO BANK IN ENTERING INTO ONE
OR MORE LOANS TO THE BORROWER.
GUARANTOR REPRESENTS AND WARRANTS TO BANK THAT
GUARANTOR'S GUARANTY HEREUNDER OF THE OBLIGATIONS REASONABLY BENEFITS OR MAY BE
EXPECTED TO BENEFIT DIRECTLY OR INDIRECTLY, GUARANTOR.
EACH GUARANTOR HEREBY
ACKNOWLEDGES THAT THERE ARE NO CONDITIONS TO THE FULL EFFECTIVENESS OF THIS
GUARANTY.
13.
COSTS AND FEES.
GUARANTOR JOINTLY AND SEVERALLY WITH EACH
OTHER OBLIGOR, AGREES TO PAY BANK ON DEMAND ALL REASONABLE ATTORNEY'S AND
PARALEGAL'S FEES, AND ALL OTHER COSTS AND EXPENSES INCURRED BY BANK IN
CONNECTION WITH THE PREPARATION, ADMINISTRATION, ENFORCEMENT, OR COLLECTION OF
THIS GUARANTY, WHETHER OR NOT SUIT IS FILED, AND INCLUDING SUCH FEES AT BOTH
TRIAL AND APPELLATE COURT LEVELS, TOGETHER WITH ALL OTHER COSTS AND EXPENSE
WHICH MAY BE INCURRED BY BANK IN THE ENFORCEMENT OF THE OBLIGATIONS AND/OR OF
THIS GUARANTY.
14.
INDEPENDENT KNOWLEDGE OF BORROWER'S FINANCIAL STATUS;
NON-LIABILITY OF BANK.
GUARANTOR HEREBY REPRESENTS AND WARRANTS TO BANK THAT
GUARANTOR HAS ADEQUATE MEANS TO OBTAIN FROM BORROWER ON A CONTINUING BASIS,
INFORMATION CONCERNING THE FINANCIAL CONDITION AND ASSETS OF BORROWER OR ANY
OTHER "GUARANTOR", OBLIGOR OR SURETY RESPONSIBLE FOR THE OBLIGATIONS, AND
GUARANTOR HEREBY AGREES AND ACKNOWLEDGES THAT GUARANTOR IS NOT RELYING UPON BANK
TO PROVIDE (AND BANK SHALL HAVE NO DUTY TO PROVIDE) ANY SUCH INFORMATION TO
GUARANTOR EITHER NOW OR IN THE FUTURE. GUARANTOR FURTHER AGREES AND ACKNOWLEDGES
THAT (A) BANK IS NOT A PARTNER, JOINT VENTURER, ALTER-EGO, MANAGER, CONTROLLING
PERSON OR OTHER