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, AND MAY ALSO MAKE ANY AGREEMENT WITH DEBTOR
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 DEBTOR 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 instrument
shall be effective regardless of the subsequent incorporation, merger or
consolidation of Debtor, or any change in the composition, nature, personnel or
location of Debtor and shall extend to any successor entity to Debtor, including
a debtor in possession or the like under any Insolvency Law.
2.
GUARANTY ABSOLUTE.
THE UNDERSIGNED 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 DEBTOR
WITH RESPECT THERETO.
GUARANTOR HEREBY KNOWINGLY ACCEPTS THE FULL RANGE OF RISK
ENCOMPASSED WITHIN A CONTRACT OF "CONTINUING GUARANTY" WHICH RISK INCLUDES THE
POSSIBILITY THAT DEBTOR WILL CONTRACT ADDITIONAL INDEBTEDNESS FOR WHICH
GUARANTOR MAY BE LIABLE HEREUNDER AFTER DEBTOR'S FINANCIAL CONDITION OR ABILITY
TO PAY ITS LAWFUL DEBTS WHEN THEY FALL DUE HAS DETERIORATED, WHETHER OR NOT
DEBTOR HAS PROPERLY AUTHORIZED INCURRING SUCH ADDITIONAL INDEBTEDNESS.
THE
UNDERSIGNED ACKNOWLEDGES THAT (I) NO ORAL REPRESENTATIONS, INCLUDING ANY
REPRESENTATIONS TO EXTEND CREDIT OR PROVIDE OTHER FINANCIAL ACCOMMODATIONS TO
DEBTOR, HAVE BEEN MADE BY LAURUS TO INDUCE THE UNDERSIGNED TO ENTER INTO THIS
GUARANTY AND (II) ANY EXTENSION OF CREDIT TO THE DEBTOR SHALL BE GOVERNED SOLELY
BY THE PROVISIONS OF THE DOCUMENTS.
THE LIABILITY OF THE UNDERSIGNED UNDER THIS
GUARANTY SHALL BE ABSOLUTE AND UNCONDITIONAL, IN ACCORDANCE WITH ITS TERMS, AND
SHALL REMAIN IN FULL FORCE AND EFFECT WITHOUT REGARD TO, AND SHALL NOT BE
RELEASED, SUSPENDED, DISCHARGED, TERMINATED OR OTHERWISE AFFECTED BY, ANY
CIRCUMSTANCE OR OCCURRENCE WHATSOEVER, INCLUDING, WITHOUT LIMITATION: (A) ANY
WAIVER, INDULGENCE, RENEWAL, EXTENSION, AMENDMENT OR MODIFICATION OF OR
ADDITION, CONSENT OR SUPPLEMENT TO OR DELETION FROM OR ANY OTHER ACTION OR
INACTION UNDER OR IN RESPECT OF THE DOCUMENTS OR ANY OTHER INSTRUMENTS OR
AGREEMENTS RELATING TO THE