of Laurus, no matter how or when arising and whether under this
or any other instrument, agreement or otherwise.
Notwithstanding anything to
the contrary contained herein, the security interest granted to Laurus shall be
limited to goods (including but not limited to equipment and expressly excluding
inventory) of the undersigned.
5.
REPRESENTATIONS AND WARRANTIES.
THE UNDERSIGNED HEREBY
REPRESENTS AND WARRANTS (ALL OF WHICH REPRESENTATIONS AND WARRANTIES SHALL
SURVIVE UNTIL ALL OBLIGATIONS ARE INDEFEASIBLY SATISFIED IN FULL AND THE
DOCUMENTS HAVE BEEN IRREVOCABLY TERMINATED), THAT:
(A)
CORPORATE STATUS.
THE UNDERSIGNED IS A CORPORATION DULY
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF
INCORPORATION INDICATED ON THE SIGNATURE PAGE HEREOF AND HAS FULL POWER,
AUTHORITY AND LEGAL RIGHT TO OWN ITS PROPERTY AND ASSETS AND TO TRANSACT THE
BUSINESS IN WHICH IT IS ENGAGED.
(B)
AUTHORITY AND EXECUTION.
THE UNDERSIGNED HAS FULL POWER,
AUTHORITY AND LEGAL RIGHT TO EXECUTE AND DELIVER, AND TO PERFORM ITS OBLIGATIONS
UNDER, THIS GUARANTY AND HAS TAKEN ALL NECESSARY CORPORATE AND LEGAL ACTION TO
AUTHORIZE THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS GUARANTY.
(C)
LEGAL, VALID AND BINDING CHARACTER.
THIS GUARANTY CONSTITUTES THE
LEGAL, VALID AND BINDING OBLIGATION OF THE UNDERSIGNED ENFORCEABLE IN ACCORDANCE
WITH ITS TERMS, EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY APPLICABLE
BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER LAWS OF GENERAL
APPLICATION AFFECTING THE ENFORCEMENT OF CREDITOR'S RIGHTS AND GENERAL
PRINCIPLES OF EQUITY THAT RESTRICT THE AVAILABILITY OF EQUITABLE OR LEGAL
REMEDIES.
(D)
VIOLATIONS.
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
GUARANTY WILL NOT VIOLATE ANY REQUIREMENT OF LAW APPLICABLE TO THE UNDERSIGNED
OR ANY MATERIAL CONTRACT, AGREEMENT OR INSTRUMENT TO WHICH THE UNDERSIGNED IS A
PARTY OR BY WHICH THE UNDERSIGNED OR ANY PROPERTY OF THE UNDERSIGNED IS BOUND OR
RESULT IN THE CREATION OR IMPOSITION OF ANY MORTGAGE, LIEN OR OTHER ENCUMBRANCE
OTHER THAN TO LAURUS ON ANY OF THE PROPERTY OR ASSETS OF THE UNDERSIGNED
PURSUANT TO THE PROVISIONS OF ANY OF THE FOREGOING.
(E)
CONSENTS OR APPROVALS.
EXCEPT FOR SUCH CONSENTS AS HAVE BEEN
OBTAINED, NO CONSENT OF ANY OTHER PERSON OR ENTITY (INCLUDING, WITHOUT
LIMITATION, ANY CREDITOR OF THE UNDERSIGNED) AND NO CONSENT, LICENSE, PERMIT,
APPROVAL OR AUTHORIZATION OF, EXEMPTION BY, NOTICE OR REPORT TO, OR
REGISTRATION, FILING OR DECLARATION WITH, ANY GOVERNMENTAL AUTHORITY IS REQUIRED
IN CONNECTION WITH THE EXECUTION, DELIVERY, PERFORMANCE, VALIDITY OR
ENFORCEABILITY OF THIS GUARANTY.
(F)
LITIGATION.
NO LITIGATION, ARBITRATION, INVESTIGATION OR
ADMINISTRATIVE PROCEEDING OF OR BEFORE ANY COURT, ARBITRATOR OR GOVERNMENTAL
AUTHORITY, BUREAU OR AGENCY IS CURRENTLY PENDING OR, TO THE BEST KNOWLEDGE OF
THE UNDERSIGNED, THREATENED (I) WITH RESPECT TO THIS GUARANTY OR ANY OF THE
TRANSACTIONS CONTEMPLATED BY THIS GUARANTY OR (II) AGAINST OR AFFECTING THE
UNDERSIGNED, OR ANY OF PROPERTY OR ASSETS OF THE UNDERSIGNED, WHICH, IF
ADVERSELY DETERMINED, WOULD HAVE A MATERIAL ADVERSE EFFECT ON THE BUSINESS,
OPERATIONS, ASSETS OR CONDITION, FINANCIAL OR OTHERWISE, OF THE UNDERSIGNED.
4
(G)
FINANCIAL BENEFIT.
EACH OF THE UNDERSIGNED HAS DERIVED OR EXPECTS
TO DERIVE A FINANCIAL