TO TIME TO RENEW, EXTEND, ACCELERATE OR OTHERWISE
CHANGE THE TIME OR PLACE FOR PAYMENT OF, OR OTHERWISE CHANGE THE TERMS OF ALL,
OR ANY PART OF, THE OBLIGATIONS.
NO MODIFICATION OR WAIVER OF ANY OF THE
PROVISIONS OF THIS GUARANTY SHALL BE BINDING UPON SELLER, EXCEPT AS EXPRESSLY
SET FORTH IN A WRITING DULY SIGNED AND DELIVERED BY SELLER.
5.
THIS GUARANTY IS A PRESENT AND CONTINUING GUARANTY OF PERFORMANCE
AND PAYMENT AND NOT OF COLLECTION.
THIS GUARANTY IS, EXCEPT AS EXPRESSLY SET
FORTH IN SECTION 2, ABSOLUTE AND UNCONDITIONAL.
GUARANTOR AGREES THAT THIS
GUARANTY MAY BE ENFORCED BY SELLER WITHOUT THE NECESSITY AT ANY TIME OF
RESORTING TO OR EXHAUSTING ANY OTHER SECURITY OR COLLATERAL GIVEN IN CONNECTION
HEREWITH OR WITH THE TRANSACTION AGREEMENTS.
GUARANTOR HEREBY WAIVES ANY RIGHT
TO REQUIRE SELLER TO JOIN BUYER IN ANY ACTION BROUGHT HEREUNDER OR TO COMMENCE
ANY ACTION AGAINST OR OBTAIN ANY JUDGMENT AGAINST BUYER.
GUARANTOR FURTHER
AGREES THAT, SUBJECT TO SECTION 2, NOTHING CONTAINED HEREIN OR OTHERWISE SHALL
PREVENT SELLER FROM PURSUING CONCURRENTLY OR SUCCESSIVELY ALL RIGHTS AND
REMEDIES AVAILABLE TO IT AT LAW AND/OR IN EQUITY OR UNDER THE TRANSACTION
AGREEMENTS, AND THE EXERCISE OF ANY OF ITS RIGHTS OR THE COMPLETION OF ANY OF
ITS REMEDIES SHALL NOT CONSTITUTE A DISCHARGE OF GUARANTOR'S OBLIGATIONS AS
REQUIRED PURSUANT TO THIS GUARANTY, EXCEPT TO THE EXTENT SUCH REMEDIES
CONSTITUTE A DISCHARGE OF BUYER'S OBLIGATIONS UNDER THE TRANSACTION AGREEMENTS.
6.
NONE OF GUARANTOR'S OBLIGATIONS UNDER THIS GUARANTY OR ANY REMEDY
FOR THE ENFORCEMENT THEREOF SHALL BE IMPAIRED, MODIFIED, CHANGED OR RELEASED IN
ANY MANNER WHATSOEVER BY ANY IMPAIRMENT, MODIFICATION, CHANGE, RELEASE OR
LIMITATION OF THE LIABILITY OF BUYER BY REASON OF THE BANKRUPTCY OF BUYER OR BY
REASON OF ANY CREDITOR OR BANKRUPTCY PROCEEDING INSTITUTED BY OR AGAINST BUYER.
7.
IN THE EVENT SELLER SHALL ASSIGN ITS RIGHTS UNDER THE TRANSACTION
AGREEMENTS (IF PERMITTED PURSUANT TO THE TERMS THEREOF) OR THIS GUARANTY TO ANY
THIRD PARTY, GUARANTOR WILL ACCORD FULL RECOGNITION THERETO AND AGREE THAT ALL
RIGHTS AND REMEDIES OF SELLER OR SUCH ASSIGNEE SHALL BE ENFORCEABLE AGAINST
GUARANTOR BY SUCH ASSIGNEE WITH THE SAME FORCE AND EFFECT AND TO THE SAME EXTENT
AS WOULD HAVE BEEN ENFORCEABLE BY SELLER BUT FOR SUCH ASSIGNMENT.
8.
IF GUARANTOR IS DETERMINED BY A COURT OF COMPETENT JURISDICTION
TO HAVE BREACHED THE TERMS OF THIS GUARANTY, THEN GUARANTOR SHALL PAY TO SELLER
UPON DEMAND ALL REASONABLE ATTORNEYS' FEES, COSTS AND EXPENSES INCLUDING,
WITHOUT LIMITATION, COURT COSTS, FILING FEES, RECORDING COSTS, EXPENSES OF
COLLECTION, AND ALL OTHER COSTS AND EXPENSES INCURRED BY SELLER IN CONNECTION
WITH ITS ENFORCEMENT OF THIS GUARANTY.
9.
IF ANY PROVISION OF THIS GUARANTY IS DETERMINED TO BE INVALID OR
NOT FULLY ENFORCEABLE, SUCH INVALIDITY OR UNENFORCEABILITY SHALL NOT AFFECT THE
OTHER PROVISIONS OF THIS GUARANTY WHICH SHALL BE ENFORCEABLE TO THE MAXIMUM
EXTENT PERMITTED AT LAW.
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10.
ALL NOTICES, REQUESTS, PAYMENTS, INSTRUCTIONS, OR OTHER DOCUMENTS
TO BE GIVEN HEREUNDER SHALL BE IN WRITING OR BY WRITTEN TELECOMMUNICATION, AND