THE EVENT OF ANY DEFAULT BY SELLER
IN PERFORMANCE OF THE OBLIGATIONS, AS AFORESAID, GUARANTOR AGREES, ON DEMAND BY
BUYER IN THE MANNER PROVIDED BELOW IN SECTION 3, TO PERFORM ALL THE OBLIGATIONS
AS ARE THEN OR THEREAFTER TO BE PERFORMED UNDER THE TERMS OF THE TRANSACTION
AGREEMENTS.
THE PARTIES AGREE THAT (A) GUARANTOR'S OBLIGATIONS UNDER THIS
GUARANTY SHALL BE SUBJECT TO THE LIMITATIONS, EXCLUSIONS AND EXCULPATIONS OF
LIABILITY SET FORTH IN THE TRANSACTION AGREEMENTS, (B) EXCEPT AS PROVIDED
SECTION 6, BELOW, GUARANTOR MAY ASSERT ANY AND ALL DEFENSES, SET-OFFS, OR
COUNTERCLAIMS OF ANY KIND AVAILABLE TO SELLER SO AS TO DENY PAYMENT RELATED TO
THIS GUARANTY INCLUDING, WITHOUT LIMITATION, ANY SUCH RIGHTS ACQUIRED BY
GUARANTOR THROUGH SUBROGATION, ASSIGNMENT, OR OTHERWISE AND (C) THE OBLIGATIONS
OF GUARANTOR HEREUNDER ARE DEPENDENT UPON BUYER'S PERFORMANCE OF ITS OBLIGATIONS
UNDER THE TRANSACTION AGREEMENTS.
3.
BUYER SHALL MAKE ITS DEMAND FOR PAYMENT
HEREUNDER BY DELIVERING TO GUARANTOR A WRITTEN NOTICE WHICH: (I) STATES THAT IT
IS A DEMAND REQUIRED UNDER THIS GUARANTY FOR PAYMENT OF ONE OR MORE OF THE
OBLIGATIONS, (II) SETS FORTH THE AMOUNT AND THE BASIS FOR SUCH DEMAND, AND (III)
IS SIGNED BY AN AUTHORIZED OFFICER OF BUYER.
SUBJECT TO THE ASSERTION OF ANY
RIGHTS IT HAS AS REFERENCED IN SECTION 2, GUARANTOR SHALL MAKE PAYMENT TO BUYER
OF THE AMOUNT SPECIFIED IN THE WRITTEN DEMAND REFERENCED IN THE PRECEDING
SENTENCE
2
in immediately available funds not later than thirty (30) days after the
delivery of that written demand.
4.
GUARANTOR DOES HEREBY (A) WAIVE NOTICE
OF ACCEPTANCE OF THIS GUARANTY BY SELLER; (B) WAIVE ANY NOTICES OR DEMANDS THAT
ARE NOT REQUIRED BY THIS GUARANTY OR THE TRANSACTION AGREEMENTS; (C) AGREE NOT
TO ASSERT ANY DEFENSE, RIGHT OF SET OFF OR OTHER CLAIM WHICH GUARANTOR MAY HAVE
AGAINST SELLER, TO THE EXTENT SUCH ASSERTION WILL AFFECT OR DELAY THE PAYMENT IN
FULL OF ALL AMOUNTS DUE BUYER UNDER THIS GUARANTY; AND (D) WAIVE PRESENTMENT FOR
PAYMENT, DEMAND FOR PAYMENT, NOTICE OF NONPAYMENT OR DISHONOR, PROTEST AND
NOTICE OF PROTEST, DILIGENCE IN COLLECTION AND ANY AND ALL FORMALITIES WHICH
OTHERWISE MIGHT BE LEGALLY REQUIRED TO CHARGE GUARANTOR WITH LIABILITY.
BUYER
SHALL HAVE NO OBLIGATION TO DISCLOSE OR DISCUSS WITH GUARANTOR ITS ASSESSMENT OF
THE FINANCIAL CONDITION OF SELLER.
GUARANTOR AUTHORIZES BUYER, WITHOUT NOTICE
TO, DEMAND OF, OR CONSENT FROM GUARANTOR, AND WITHOUT AFFECTING ITS LIABILITY TO
BUYER HEREUNDER, FROM TIME 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 BUYER, EXCEPT AS EXPRESSLY SET
FORTH IN A WRITING DULY SIGNED AND DELIVERED BY BUYER.
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