OF THIS GUARANTY THAT IS
PROHIBITED OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH JURISDICTION,
BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR UNENFORCEABILITY WITHOUT
INVALIDATING THE REMAINING PORTIONS HEREOF OR THEREOF OR AFFECTING THE VALIDITY
OR ENFORCEABILITY OF SUCH PROVISION IN ANY OTHER JURISDICTION.
(E)
THIS GUARANTY SHALL (I) BE BINDING ON EACH
GUARANTOR AND ITS RESPECTIVE SUCCESSORS AND ASSIGNS, AND (II) INURE, TOGETHER
WITH ALL RIGHTS AND REMEDIES OF THE COLLATERAL AGENT AND THE BUYERS HEREUNDER,
TO THE BENEFIT OF THE COLLATERAL AGENT AND THE BUYERS AND THEIR RESPECTIVE
SUCCESSORS, TRANSFEREES AND ASSIGNS.
WITHOUT LIMITING THE GENERALITY OF CLAUSE
(II) OF THE IMMEDIATELY PRECEDING SENTENCE, ANY BUYER MAY ASSIGN OR OTHERWISE
TRANSFER ITS RIGHTS AND OBLIGATIONS UNDER THE SECURITIES PURCHASE AGREEMENT OR
ANY OTHER TRANSACTION DOCUMENT TO ANY OTHER PERSON, AND SUCH OTHER PERSON SHALL
THEREUPON BECOME VESTED WITH ALL OF THE BENEFITS IN RESPECT THEREOF GRANTED TO
THE BUYERS HEREIN OR OTHERWISE.
EACH GUARANTOR AGREES THAT EACH PARTICIPANT
SHALL BE ENTITLED TO THE BENEFITS OF SECTION 11 WITH RESPECT TO ITS
PARTICIPATION IN ANY PORTION OF THE NOTES AS IF IT WAS A BUYER.
NONE OF THE
RIGHTS OR OBLIGATIONS OF ANY GUARANTOR HEREUNDER MAY BE ASSIGNED OR OTHERWISE
TRANSFERRED WITHOUT THE PRIOR WRITTEN CONSENT OF THE COLLATERAL AGENT.
(F)
THIS GUARANTY AND THE OTHER TRANSACTION
DOCUMENTS REPRESENT THE ENTIRE AGREEMENT OF EACH GUARANTOR, THE COLLATERAL AGENT
AND THE BUYERS WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND THERE ARE NO
PROMISES, UNDERTAKINGS, REPRESENTATIONS OR WARRANTIES BY THE COLLATERAL AGENT OR
ANY BUYER RELATIVE TO THE SUBJECT MATTER THEREOF NOT EXPRESSLY SET FORTH OR
REFERRED TO HEREIN OR IN THE OTHER TRANSACTION DOCUMENTS.
(G)
SECTION HEADINGS HEREIN ARE INCLUDED FOR
CONVENIENCE OF REFERENCE ONLY AND SHALL NOT CONSTITUTE A PART OF THIS GUARANTY
FOR ANY OTHER PURPOSE.
(H)
THIS GUARANTY AND THE OTHER TRANSACTION
DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER TRANSACTION
DOCUMENT) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE
STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED THEREIN
WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.
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9
IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be executed by an
officer thereunto duly authorized, as of the date first above written.
BroadVision Italia SrL
By:
Name:
Title:
Address:
BroadVision (U.K.) Ltd.
By:
Name:
Title:
Address:
BroadVision Japan K.K.
By:
Name:
Title:
Address: