LIMITING THE GENERALITY OF THE FOREGOING SENTENCE, THE SECURED PARTY MAY PLEDGE,
ASSIGN OR OTHERWISE TRANSFER ALL OR ANY PORTION OF ITS RIGHTS AND OBLIGATIONS
UNDER AND SUBJECT TO THE TERMS OF ANY TRANSACTION DOCUMENT TO ANY OTHER PERSON,
AND SUCH OTHER PERSON SHALL THEREUPON BECOME VESTED WITH ALL THE BENEFITS IN
RESPECT THEREOF GRANTED TO THE SECURED PARTY HEREIN OR OTHERWISE, IN EACH CASE
AS PROVIDED IN THE SECURITIES PURCHASE AGREEMENT OR SUCH TRANSACTION DOCUMENT.
SECTION 4.
WAIVERS.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH
GUARANTOR HEREBY WAIVES PROMPTNESS, DILIGENCE, NOTICE OF ACCEPTANCE AND ANY
OTHER NOTICE WITH RESPECT TO ANY OF THE GUARANTEED OBLIGATIONS AND THIS GUARANTY
AND ANY REQUIREMENT THAT THE SECURED PARTY EXHAUST ANY RIGHT OR TAKE ANY ACTION
AGAINST ANY TRANSACTION PARTY OR ANY OTHER PERSON OR ANY PLEDGED PROPERTY.
THE
GUARANTOR ACKNOWLEDGES THAT IT WILL RECEIVE DIRECT AND INDIRECT BENEFITS FROM
THE FINANCING ARRANGEMENTS CONTEMPLATED HEREIN AND THAT THE WAIVER SET FORTH IN
THIS SECTION 4 IS KNOWINGLY MADE IN CONTEMPLATION OF SUCH BENEFITS.
THE
GUARANTORS HEREBY WAIVE ANY RIGHT TO REVOKE THIS GUARANTY, AND ACKNOWLEDGES THAT
THIS GUARANTY IS CONTINUING IN NATURE AND APPLIES TO ALL GUARANTEED OBLIGATIONS,
WHETHER EXISTING NOW OR IN THE FUTURE.
SECTION 5.
SUBROGATION.
NO GUARANTOR MAY EXERCISE ANY RIGHTS THAT IT MAY
NOW OR HEREAFTER ACQUIRE AGAINST ANY TRANSACTION PARTY OR ANY OTHER GUARANTOR
THAT ARISE FROM THE EXISTENCE, PAYMENT, PERFORMANCE OR ENFORCEMENT OF ANY
GUARANTOR'S OBLIGATIONS UNDER THIS GUARANTY, INCLUDING, WITHOUT LIMITATION, ANY
RIGHT OF SUBROGATION, REIMBURSEMENT, EXONERATION, CONTRIBUTION OR
INDEMNIFICATION AND ANY RIGHT TO PARTICIPATE IN ANY CLAIM OR REMEDY OF THE
SECURED PARTY AGAINST ANY TRANSACTION PARTY OR ANY OTHER GUARANTOR OR ANY
PLEDGED PROPERTY, WHETHER OR NOT SUCH CLAIM, REMEDY OR RIGHT ARISES IN EQUITY OR
UNDER CONTRACT, STATUTE OR COMMON LAW, INCLUDING, WITHOUT LIMITATION, THE RIGHT
TO TAKE OR RECEIVE FROM ANY TRANSACTION PARTY OR ANY OTHER GUARANTOR, DIRECTLY
OR INDIRECTLY, IN CASH OR OTHER PROPERTY OR BY SET-OFF OR IN ANY OTHER MANNER,
PAYMENT OR SECURITY SOLELY ON ACCOUNT OF SUCH CLAIM, REMEDY OR RIGHT, UNLESS AND
UNTIL ALL OF THE GUARANTEED OBLIGATIONS (OTHER THAN INCHOATE INDEMNITY
OBLIGATIONS) AND ALL OTHER AMOUNTS PAYABLE UNDER THIS GUARANTY (OTHER THAN
INCHOATE INDEMNITY OBLIGATIONS) SHALL HAVE INDEFEASIBLY BEEN PAID IN FULL IN
CASH.
IF ANY AMOUNT SHALL BE PAID TO THE GUARANTOR IN VIOLATION OF THE
IMMEDIATELY PRECEDING SENTENCE AT ANY TIME PRIOR TO THE LATER OF THE PAYMENT IN
FULL IN CASH OF THE GUARANTEED OBLIGATIONS AND ALL OTHER AMOUNTS PAYABLE UNDER
THIS GUARANTY, SUCH AMOUNT SHALL BE HELD IN TRUST FOR THE BENEFIT OF THE SECURED
PARTY AND SHALL FORTHWITH BE PAID TO THE SECURED PARTY TO BE CREDITED AND
APPLIED TO THE GUARANTEED OBLIGATIONS AND ALL OTHER AMOUNTS PAYABLE UNDER THIS
GUARANTY, WHETHER MATURED OR UNMATURED, IN ACCORDANCE WITH THE TERMS OF THE
TRANSACTION DOCUMENT, OR TO BE HELD AS PLEDGED PROPERTY FOR ANY GUARANTEED
OBLIGATIONS OR OTHER AMOUNTS PAYABLE UNDER THIS GUARANTY THEREAFTER ARISING.
IF
(A) ANY GUARANTOR SHALL MAKE