of any Company for post-petition
interest, fees, costs and charges that would have accrued or been added to the
Obligations but for the commencement of such case.
Terms not otherwise defined
herein shall have the meaning assigned such terms in the Securities Purchase
Agreement, as applicable.
In furtherance of the foregoing, the undersigned
hereby agrees as follows:
1.
NO IMPAIRMENT.
LAURUS MAY AT ANY TIME AND FROM TIME TO TIME,
EITHER BEFORE OR AFTER THE MATURITY THEREOF, WITHOUT NOTICE TO OR FURTHER
CONSENT OF THE UNDERSIGNED, EXTEND THE
TIME OF PAYMENT OF, EXCHANGE OR SURRENDER ANY COLLATERAL FOR, RENEW OR EXTEND
ANY OF THE OBLIGATIONS OR INCREASE OR DECREASE THE INTEREST RATE THEREON, OR ANY
OTHER AGREEMENT WITH ANY COMPANY OR WITH ANY OTHER PARTY TO OR PERSON LIABLE ON
ANY OF THE OBLIGATIONS, OR INTERESTED THEREIN, FOR THE EXTENSION, RENEWAL,
PAYMENT, COMPROMISE, DISCHARGE OR RELEASE THEREOF, IN WHOLE OR IN PART, OR FOR
ANY MODIFICATION OF THE TERMS THEREOF OR OF ANY AGREEMENT BETWEEN LAURUS AND ANY
COMPANY OR ANY SUCH OTHER PARTY OR PERSON, OR MAKE ANY ELECTION OF RIGHTS LAURUS
MAY DEEM DESIRABLE UNDER THE UNITED STATES BANKRUPTCY CODE, AS AMENDED, OR ANY
OTHER FEDERAL OR STATE BANKRUPTCY, REORGANIZATION, MORATORIUM OR INSOLVENCY LAW
RELATING TO OR AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY (ANY OF
THE FOREGOING, AN "INSOLVENCY LAW") WITHOUT IN ANY WAY IMPAIRING OR AFFECTING
THIS GUARANTY.
THIS GUARANTY SHALL BE EFFECTIVE REGARDLESS OF THE SUBSEQUENT
INCORPORATION, MERGER OR CONSOLIDATION OF ANY COMPANY, OR ANY CHANGE IN THE
COMPOSITION, NATURE, PERSONNEL OR LOCATION OF ANY COMPANY AND SHALL EXTEND TO
ANY SUCCESSOR ENTITY TO EACH COMPANY, INCLUDING A DEBTOR IN POSSESSION OR THE
LIKE UNDER ANY INSOLVENCY LAW.
2.
GUARANTY ABSOLUTE.
SUBJECT TO SECTION 5(C) HEREOF, EACH OF THE
UNDERSIGNED JOINTLY AND SEVERALLY GUARANTEES THAT THE OBLIGATIONS WILL BE PAID
STRICTLY IN ACCORDANCE WITH THE TERMS OF THE DOCUMENTS AND/OR ANY OTHER
DOCUMENT, INSTRUMENT OR AGREEMENT CREATING OR EVIDENCING THE OBLIGATIONS,
REGARDLESS OF ANY LAW, REGULATION OR ORDER NOW OR HEREAFTER IN EFFECT IN ANY
JURISDICTION AFFECTING ANY OF SUCH TERMS OR THE RIGHTS OF ANY COMPANY WITH
RESPECT THERETO.
GUARANTORS HEREBY KNOWINGLY ACCEPT THE FULL RANGE OF RISK
ENCOMPASSED WITHIN A CONTRACT OF "CONTINUING GUARANTY" WHICH RISK INCLUDES THE
POSSIBILITY THAT A COMPANY WILL CONTRACT ADDITIONAL OBLIGATIONS AND LIABILITIES
FOR WHICH GUARANTORS MAY BE LIABLE HEREUNDER AFTER SUCH COMPANY'S FINANCIAL
CONDITION OR ABILITY TO PAY ITS LAWFUL DEBTS WHEN THEY FALL DUE HAS
DETERIORATED, WHETHER OR NOT SUCH COMPANY HAS PROPERLY AUTHORIZED INCURRING SUCH
ADDITIONAL OBLIGATIONS AND LIABILITIES.
THE UNDERSIGNED ACKNOWLEDGE THAT (I) NO
ORAL REPRESENTATIONS, INCLUDING ANY REPRESENTATIONS TO EXTEND CREDIT OR PROVIDE
OTHER FINANCIAL ACCOMMODATIONS TO ANY COMPANY, HAVE BEEN MADE BY LAURUS TO
INDUCE THE UNDERSIGNED TO ENTER INTO THIS GUARANTY AND (II) ANY EXTENSION OF
CREDIT TO ANY COMPANY SHALL BE GOVERNED SOLELY BY THE PROVISIONS OF THE
DOCUMENTS.
THE LIABILITY OF EACH OF THE UNDERSIGNED UNDER THIS GUARANTY SHALL
BE ABSOLUTE AND UNCONDITIONAL, IN ACCORDANCE WITH ITS TERMS,