of the Obligations or of any collateral
therefor or of the existence or extent of such collateral, and irrespective of
the allowability, allowance or disallowance of any or all of the Obligations in
any case commenced by or against the Company under Title 11, United States Code,
including, without limitation, obligations or indebtedness of the 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
1
have the meaning assigned such terms in the Securities Purchase Agreement.
In
furtherance of the foregoing, the undersigned hereby agrees as follows:
NO IMPAIRMENT.
THE CREDITOR PARTIES 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 THE 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 ANY CREDITOR PARTY AND THE COMPANY OR ANY
SUCH OTHER PARTY OR PERSON, OR MAKE ANY ELECTION OF RIGHTS THE CREDITOR PARTIES
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 THE COMPANY, OR ANY CHANGE IN THE
COMPOSITION, NATURE, PERSONNEL OR LOCATION OF THE COMPANY AND SHALL EXTEND TO
ANY SUCCESSOR ENTITY TO THE COMPANY, INCLUDING A DEBTOR IN POSSESSION OR THE
LIKE UNDER ANY INSOLVENCY LAW.
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 THE 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 THE COMPANY WILL
CONTRACT ADDITIONAL INDEBTEDNESS, OBLIGATIONS AND LIABILITIES FOR WHICH
GUARANTORS MAY BE LIABLE HEREUNDER AFTER THE COMPANY'S FINANCIAL CONDITION OR
ABILITY TO PAY ITS LAWFUL DEBTS WHEN THEY FALL DUE HAS DETERIORATED, WHETHER OR
NOT THE COMPANY HAS PROPERLY AUTHORIZED INCURRING SUCH ADDITIONAL INDEBTEDNESS,
OBLIGATIONS AND LIABILITIES.
THE UNDERSIGNED ACKNOWLEDGE THAT (I) NO ORAL
REPRESENTATIONS, INCLUDING ANY REPRESENTATIONS TO EXTEND CREDIT OR PROVIDE OTHER