OBLIGATIONS OR ANY ASSIGNMENT OR TRANSFER OF ANY
THEREOF, (B) ANY LACK OF VALIDITY OR ENFORCEABILITY OF ANY LOAN DOCUMENT OR
OTHER DOCUMENTS, INSTRUMENTS OR AGREEMENTS RELATING TO THE OBLIGATIONS OR ANY
ASSIGNMENT OR TRANSFER OF ANY THEREOF, (C) ANY FURNISHING OF ANY ADDITIONAL
SECURITY TO LAURUS OR ITS ASSIGNEES OR ANY ACCEPTANCE THEREOF OR ANY RELEASE OF
ANY SECURITY BY LAURUS OR ITS ASSIGNEES, (D) ANY LIMITATION ON ANY PARTY'S
LIABILITY OR OBLIGATION UNDER THE DOCUMENTS OR ANY OTHER DOCUMENTS, INSTRUMENTS
OR AGREEMENTS RELATING TO THE OBLIGATIONS OR ANY ASSIGNMENT OR TRANSFER OF ANY
THEREOF OR ANY INVALIDITY OR UNENFORCEABILITY, IN WHOLE OR IN PART, OF ANY SUCH
DOCUMENT, INSTRUMENT OR AGREEMENT OR ANY TERM THEREOF, (E) ANY BANKRUPTCY,
INSOLVENCY, REORGANIZATION, COMPOSITION, ADJUSTMENT, DISSOLUTION, LIQUIDATION OR
OTHER LIKE PROCEEDING RELATING TO DEBTOR, OR ANY ACTION TAKEN WITH RESPECT TO
THIS GUARANTY BY ANY TRUSTEE OR RECEIVER, OR BY ANY COURT, IN ANY SUCH
PROCEEDING, WHETHER OR NOT THE UNDERSIGNED SHALL HAVE NOTICE OR KNOWLEDGE OF ANY
OF THE FOREGOING, (F) ANY EXCHANGE, RELEASE OR NONPERFECTION OF ANY COLLATERAL,
OR ANY RELEASE, OR AMENDMENT OR WAIVER OF OR CONSENT TO DEPARTURE FROM ANY
GUARANTY OR SECURITY, FOR ALL OR ANY OF THE OBLIGATIONS OR (G) ANY OTHER
CIRCUMSTANCE WHICH MIGHT OTHERWISE CONSTITUTE A DEFENSE AVAILABLE TO, OR A
DISCHARGE OF, THE UNDERSIGNED.
ANY AMOUNTS DUE FROM THE UNDERSIGNED TO LAURUS
SHALL BEAR INTEREST UNTIL SUCH AMOUNTS ARE PAID IN FULL AT THE HIGHEST RATE THEN
APPLICABLE TO THE OBLIGATIONS.
OBLIGATIONS INCLUDE POST-PETITION INTEREST
WHETHER OR NOT ALLOWED OR ALLOWABLE.
3.
WAIVERS.
(A)
THIS GUARANTY IS A GUARANTY OF PAYMENT AND NOT OF COLLECTION.
LAURUS SHALL BE UNDER NO OBLIGATION TO INSTITUTE SUIT, EXERCISE RIGHTS OR
REMEDIES OR TAKE ANY OTHER ACTION AGAINST DEBTOR OR ANY OTHER PERSON LIABLE WITH
RESPECT TO ANY OF THE OBLIGATIONS OR RESORT TO ANY COLLATERAL SECURITY HELD BY
IT TO SECURE ANY OF THE OBLIGATIONS AS A CONDITION
2
PRECEDENT TO THE UNDERSIGNED BEING OBLIGATED TO PERFORM AS AGREED HEREIN AND
GUARANTOR HEREBY WAIVES ANY AND ALL RIGHTS WHICH IT MAY HAVE BY STATUTE OR
OTHERWISE WHICH WOULD REQUIRE LAURUS TO DO ANY OF THE FOREGOING.
GUARANTOR
FURTHER CONSENTS AND AGREES THAT LAURUS SHALL BE UNDER NO OBLIGATION TO MARSHAL
ANY ASSETS IN FAVOR OF GUARANTOR, OR AGAINST OR IN PAYMENT OF ANY OR ALL OF THE
OBLIGATIONS.
THE UNDERSIGNED HEREBY WAIVES ALL SURETYSHIP DEFENSES AND ANY
RIGHTS TO INTERPOSE ANY DEFENSE, COUNTERCLAIM OR OFFSET OF ANY NATURE AND
DESCRIPTION WHICH THE UNDERSIGNED MAY HAVE OR WHICH MAY EXIST BETWEEN AND AMONG
LAURUS, DEBTOR AND/OR THE UNDERSIGNED WITH RESPECT TO THE UNDERSIGNED'S
OBLIGATIONS UNDER THIS GUARANTY, OR WHICH DEBTOR MAY ASSERT ON THE UNDERLYING
DEBT, INCLUDING BUT NOT LIMITED TO FAILURE OF CONSIDERATION, BREACH OF WARRANTY,
FRAUD, PAYMENT (OTHER THAN CASH PAYMENT OR OTHER PAYMENT IN FULL OF THE
OBLIGATIONS), STATUTE OF FRAUDS, BANKRUPTCY, INFANCY, STATUTE OF LIMITATIONS,
ACCORD AND SATISFACTION, AND USURY.
(B)
THE UNDERSIGNED FURTHER WAIVES (I) NOTICE OF THE ACCEPTANCE OF