PERSON WHO IS AWARE OF MATERIAL,
NON-PUBLIC INFORMATION ABOUT A COMPANY OBTAINED DIRECTLY OR INDIRECTLY FROM THAT
COMPANY FROM PURCHASING OR SELLING SECURITIES OF SUCH COMPANY
4
OR FROM COMMUNICATING SUCH INFORMATION TO ANY OTHER PERSON UNDER CIRCUMSTANCES
IN WHICH IT IS REASONABLY FORESEEABLE THAT SUCH PERSON IS LIKELY TO PURCHASE OR
SELL SUCH SECURITIES AND AGREES THAT IT WILL NOT DO SO WHILE IN POSSESSION OF
ANY MATERIAL NONPUBLIC INFORMATION ABOUT BOOKHAM, INC..
SECTION 8.
GUARANTEES.
(A)
EACH GUARANTOR HEREBY JOINTLY AND SEVERALLY
UNCONDITIONALLY GUARANTEES, AS A PRIMARY OBLIGOR AND NOT MERELY AS A SURETY, TO
THE HOLDER THE FULL AND PUNCTUAL PAYMENT WHEN DUE, WHETHER AT THE MATURITY DATE,
BY ACCELERATION, BY PREPAYMENT OR OTHERWISE, OF ALL OBLIGATIONS OF THE BORROWER
UNDER THIS NOTE, WHETHER FOR PAYMENT OF PRINCIPAL OR INTEREST (INCLUDING
INTEREST ACCRUING DURING THE PENDENCY OF ANY BANKRUPTCY, INSOLVENCY,
RECEIVERSHIP OR OTHER SIMILAR PROCEEDING, REGARDLESS OF WHETHER ALLOWED OR
ALLOWABLE IN SUCH PROCEEDING) IN RESPECT OF THE NOTE AND ALL OTHER MONETARY
OBLIGATIONS OF THE BORROWER UNDER THIS NOTE, WHETHER FOR FEES, EXPENSES,
INDEMNIFICATION OR OTHERWISE (ALL THE FOREGOING BEING HEREINAFTER COLLECTIVELY
CALLED THE "GUARANTEED OBLIGATIONS").
EACH GUARANTOR FURTHER AGREES THAT THE
GUARANTEED OBLIGATIONS MAY BE EXTENDED OR RENEWED, IN WHOLE OR IN PART, PURSUANT
TO THE TERMS OF SECTION 6, WITHOUT NOTICE TO OR FURTHER ASSENT FROM EACH SUCH
GUARANTOR, AND THAT EACH SUCH GUARANTOR SHALL REMAIN BOUND UNDER THIS SECTION 8
NOTWITHSTANDING ANY EXTENSION OR RENEWAL OF ANY GUARANTEED OBLIGATION.
(B)
EACH GUARANTOR WAIVES PRESENTATION TO,
DEMAND OF PAYMENT FROM AND PROTEST TO THE BORROWER OF ANY OF THE GUARANTEED
OBLIGATIONS AND ALSO WAIVES NOTICE OF ACCEPTANCE OF ITS GUARANTEE AND NOTICE OF
PROTEST FOR NONPAYMENT.
EACH GUARANTOR WAIVES NOTICE OF ANY DEFAULT UNDER THIS
NOTE.
THE OBLIGATIONS OF EACH GUARANTOR HEREUNDER SHALL NOT BE AFFECTED BY (I)
THE FAILURE OF THE HOLDER TO ASSERT ANY CLAIM OR DEMAND OR TO ENFORCE ANY RIGHT
OR REMEDY AGAINST THE BORROWER OR ANY OTHER PERSON (AS DEFINED BELOW) UNDER THIS
NOTE OR ANY OTHER AGREEMENT OR OTHERWISE; (II) ANY EXTENSION OF THE REPAYMENT
TERMS OF THE GUARANTEED OBLIGATIONS; (III) ANY RESCISSION, WAIVER, AMENDMENT OR
MODIFICATION OF ANY OF THE TERMS OR PROVISIONS OF THIS NOTE OR ANY OTHER
AGREEMENT; (IV) THE FAILURE TO PERFECT ANY SECURITY INTEREST IN, OR THE RELEASE
OF, ANY SECURITY HELD BY THE HOLDER FOR THE GUARANTEED OBLIGATIONS OR ANY OF
THEM; OR (V) THE FAILURE OF THE HOLDER TO EXERCISE ANY RIGHT OR REMEDY AGAINST
ANY OTHER GUARANTOR.
IN THE EVENT THAT THERE IS A CHANGE IN CONTROL WITH
RESPECT TO ANY GUARANTOR, ALL OBLIGATIONS OF SUCH GUARANTOR HEREUNDER SHALL BE
RELIEVED IN FULL AND SUCH GUARANTOR SHALL CEASE TO BE SUBJECT TO ANY OBLIGATION
HEREUNDER OR TO BE DEEMED A "GUARANTOR" UPON THE EFFECTIVENESS OF SUCH CHANGE IN
CONTROL.
(C)
EACH GUARANTOR HEREBY WAIVES ANY RIGHT TO
WHICH IT MAY BE ENTITLED TO HAVE ITS OBLIGATIONS HEREUNDER DIVIDED AMONG THE
GUARANTORS, SUCH THAT SUCH GUARANTOR'S OBLIGATIONS WOULD BE LESS