OR WILL BE A PARTY, WHEN DELIVERED, WILL BE, A LEGAL, VALID AND
BINDING OBLIGATION OF THE GUARANTOR, ENFORCEABLE AGAINST THE GUARANTOR IN
ACCORDANCE WITH ITS TERMS, EXCEPT AS MAY BE LIMITED BY APPLICABLE BANKRUPTCY,
INSOLVENCY, REORGANIZATION, MORATORIUM, FRAUDULENT CONVEYANCE, SURETYSHIP OR
OTHER SIMILAR LAWS AND EQUITABLE PRINCIPLES (REGARDLESS OF WHETHER ENFORCEMENT
IS SOUGHT IN EQUITY OR AT LAW).
(V)
THERE IS NO PENDING OR, TO THE KNOWLEDGE OF THE GUARANTOR,
THREATENED ACTION, SUIT OR PROCEEDING AGAINST THE GUARANTOR OR TO WHICH ANY OF
THE PROPERTIES OF THE GUARANTOR IS SUBJECT, BEFORE ANY COURT OR OTHER
GOVERNMENTAL AUTHORITY OR ANY ARBITRATOR THAT (A) IF ADVERSELY DETERMINED, COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT OR
(B) RELATES TO THIS GUARANTY OR ANY OF THE OTHER TRANSACTION DOCUMENTS TO WHICH
THE GUARANTOR IS A PARTY OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.
(VI)
THE GUARANTOR (A) HAS READ AND UNDERSTANDS THE TERMS AND
CONDITIONS OF THE SECURITIES PURCHASE AGREEMENT AND THE OTHER TRANSACTION
DOCUMENTS, AND (B) NOW HAS AND WILL CONTINUE TO HAVE INDEPENDENT MEANS OF
OBTAINING INFORMATION CONCERNING THE AFFAIRS, FINANCIAL CONDITION AND BUSINESS
OF THE COMPANY AND THE OTHER TRANSACTION PARTIES, AND HAS NO NEED OF, OR RIGHT
TO OBTAIN FROM THE SECURED PARTY, ANY CREDIT OR OTHER INFORMATION CONCERNING THE
AFFAIRS, FINANCIAL CONDITION OR BUSINESS OF THE COMPANY OR THE OTHER TRANSACTION
PARTIES THAT MAY COME UNDER THE CONTROL OF THE SECURED PARTY.
SECTION 7.
RIGHT OF SET-OFF.
UPON THE OCCURRENCE AND DURING THE CONTINUANCE
OF ANY EVENT OF DEFAULT, THE SECURED PARTY MAY, AND IS HEREBY AUTHORIZED TO, AT
ANY TIME AND FROM TIME TO TIME, WITHOUT NOTICE TO THE GUARANTORS (ANY SUCH
NOTICE BEING EXPRESSLY WAIVED BY EACH GUARANTOR) AND TO THE FULLEST EXTENT
PERMITTED BY LAW, SET-OFF AND APPLY ANY AND ALL DEPOSITS (GENERAL OR SPECIAL,
TIME OR DEMAND, PROVISIONAL OR FINAL) AT ANY TIME HELD AND OTHER INDEBTEDNESS AT
ANY TIME OWING BY THE SECURED PARTY TO OR FOR THE CREDIT OR THE ACCOUNT OF ANY
GUARANTOR AGAINST ANY AND ALL OBLIGATIONS OF THE GUARANTORS NOW OR HEREAFTER
EXISTING UNDER THIS GUARANTY OR ANY OTHER TRANSACTION DOCUMENT, IRRESPECTIVE OF
WHETHER OR NOT THE SECURED PARTY SHALL HAVE MADE ANY DEMAND UNDER THIS GUARANTY
OR ANY OTHER TRANSACTION DOCUMENT AND ALTHOUGH SUCH OBLIGATIONS MAY BE
CONTINGENT OR UNMATURED.
THE SECURED PARTY AGREES TO NOTIFY THE RELEVANT
GUARANTOR PROMPTLY AFTER ANY SUCH SET-OFF AND APPLICATION MADE BY THE SECURED
PARTY, PROVIDED THAT THE FAILURE TO GIVE SUCH NOTICE SHALL NOT AFFECT THE
VALIDITY OF SUCH SET-OFF AND APPLICATION.
THE RIGHTS OF THE SECURED PARTY UNDER
THIS SECTION 7 ARE IN ADDITION TO OTHER RIGHTS AND REMEDIES (INCLUDING, WITHOUT
LIMITATION, OTHER RIGHTS OF SET-OFF) WHICH THE SECURED PARTY MAY HAVE UNDER THIS
GUARANTY OR ANY OTHER TRANSACTION DOCUMENT IN LAW OR OTHERWISE.
SECTION 8.
NOTICES, ETC.
ALL NOTICES AND OTHER COMMUNICATIONS PROVIDED FOR
HEREUNDER SHALL BE IN WRITING AND SHALL BE MAILED, TELECOPIED OR DELIVERED, IF
TO ANY GUARANTOR, TO IT AT ITS ADDRESS