THE LAST OF ALL OF THE OBLIGATIONS.
IF ANY
AMOUNT SHALL BE PAID TO THE GUARANTOR ON ACCOUNT OF SUCH SUBROGATION RIGHTS AT
ANY TIME WHEN ALL OF THE OBLIGATIONS (OTHER THAN CONTINGENT OBLIGATIONS THAT ARE
INTENDED TO SURVIVE THE TERMINATION OF THE CREDIT AGREEMENT) SHALL NOT HAVE BEEN
PAID IN FULL, SUCH AMOUNT SHALL BE HELD BY THE GUARANTOR IN TRUST FOR MLMCI,
SEGREGATED FROM OTHER FUNDS OF THE GUARANTOR, AND SHALL, FORTHWITH UPON RECEIPT
BY THE GUARANTOR, BE TURNED OVER TO MLMCI IN THE EXACT FORM RECEIVED BY THE
GUARANTOR (DULY
4
INDORSED BY THE GUARANTOR TO MLMCI, IF REQUIRED), TO BE APPLIED AGAINST THE
OBLIGATIONS, WHETHER MATURED OR UNMATURED, IN SUCH ORDER AS MLMCI MAY DETERMINE.
5.
AMENDMENTS, ETC. WITH RESPECT TO THE OBLIGATIONS; WAIVER OF
RIGHTS.
THE GUARANTOR SHALL REMAIN OBLIGATED HEREUNDER NOTWITHSTANDING THAT,
WITHOUT ANY RESERVATION OF RIGHTS AGAINST THE GUARANTOR AND WITHOUT NOTICE TO OR
FURTHER ASSENT BY THE GUARANTOR, ANY DEMAND FOR PAYMENT OF ANY OF THE
OBLIGATIONS MADE BY MLMCI MAY BE RESCINDED BY MLMCI AND ANY OF THE OBLIGATIONS
CONTINUED, AND THE OBLIGATIONS, OR THE LIABILITY OF ANY OTHER PARTY UPON OR FOR
ANY PART THEREOF, OR ANY COLLATERAL SECURITY OR GUARANTEE THEREFOR OR RIGHT OF
OFFSET WITH RESPECT THERETO, MAY, FROM TIME TO TIME, IN WHOLE OR IN PART, BE
RENEWED, EXTENDED, AMENDED, MODIFIED, ACCELERATED, COMPROMISED, WAIVED,
SURRENDERED OR RELEASED BY MLMCI, AND THE CREDIT AGREEMENT AND ANY OTHER
DOCUMENTS EXECUTED AND DELIVERED IN CONNECTION THEREWITH MAY BE AMENDED,
MODIFIED, SUPPLEMENTED OR TERMINATED, IN WHOLE OR IN PART, AS MLMCI MAY DEEM
ADVISABLE FROM TIME TO TIME, AND ANY COLLATERAL SECURITY, GUARANTEE OR RIGHT OF
OFFSET AT ANY TIME HELD BY MLMCI FOR THE PAYMENT OF THE OBLIGATIONS MAY BE SOLD,
EXCHANGED, WAIVED, SURRENDERED OR RELEASED.
MLMCI SHALL NOT HAVE ANY OBLIGATION
TO PROTECT, SECURE, PERFECT OR INSURE ANY LIEN AT ANY TIME HELD BY IT AS
SECURITY FOR THE OBLIGATIONS OR FOR THIS GUARANTEE OR ANY PROPERTY SUBJECT
THERETO.
WHEN MAKING ANY DEMAND HEREUNDER AGAINST THE GUARANTOR, MLMCI MAY, BUT
SHALL BE UNDER NO OBLIGATION TO, MAKE A SIMILAR DEMAND ON ANY BORROWER OR ANY
OTHER GUARANTOR, AND ANY FAILURE BY MLMCI TO MAKE ANY SUCH DEMAND OR TO COLLECT
ANY PAYMENTS FROM ANY BORROWER OR ANY SUCH OTHER GUARANTOR OR ANY RELEASE OF ANY
BORROWER OR SUCH OTHER GUARANTOR SHALL NOT RELIEVE THE GUARANTOR OF ITS
OBLIGATIONS OR LIABILITIES HEREUNDER, AND SHALL NOT IMPAIR OR AFFECT THE RIGHTS
AND REMEDIES, EXPRESS OR IMPLIED, OR AS A MATTER OF LAW, OF MLMCI AGAINST THE
GUARANTOR.
FOR THE PURPOSES HEREOF "DEMAND" SHALL INCLUDE THE COMMENCEMENT AND
CONTINUANCE OF ANY LEGAL PROCEEDINGS.
6.
GUARANTEE ABSOLUTE AND UNCONDITIONAL.
(A)
THE GUARANTOR WAIVES ANY AND ALL NOTICE OF THE CREATION, RENEWAL,
EXTENSION OR ACCRUAL OF ANY OF THE OBLIGATIONS AND NOTICE OF OR PROOF OF
RELIANCE BY MLMCI UPON THIS GUARANTEE OR ACCEPTANCE OF THIS GUARANTEE, THE
OBLIGATIONS, AND ANY OF THEM, SHALL CONCLUSIVELY BE DEEMED TO HAVE BEEN CREATED,
CONTRACTED OR