OTHER PARTY UPON OR FOR
ANY PART THEREOF, OR ANY COLLATERAL SECURITY OR GUARANTEE THEREFOR OR RIGHT OF
OFFSET WITH RESPECT THERETO, MAY, FROM TIME TO TIME, IN WHOLE OR IN PART, BE
RENEWED, EXTENDED, AMENDED, MODIFIED, ACCELERATED, COMPROMISED, WAIVED,
SURRENDERED OR RELEASED BY BUYER, AND ANY TRANSACTION DOCUMENT AND ANY OTHER
DOCUMENT IN CONNECTION THEREWITH MAY BE AMENDED, MODIFIED, SUPPLEMENTED OR
TERMINATED, IN WHOLE OR IN PART, AS BUYER MAY DEEM ADVISABLE FROM
TIME TO TIME, AND ANY COLLATERAL SECURITY, GUARANTEE OR RIGHT OF OFFSET AT ANY
TIME HELD BY BUYER FOR THE PAYMENT OF THE OBLIGATIONS MAY BE SOLD, EXCHANGED,
WAIVED, SURRENDERED OR RELEASED, AND THE FAILURE OF BUYER TO PROTECT, SECURE,
PERFECT OR INSURE ANY LIEN AT ANY TIME HELD BY IT AS SECURITY FOR THE
OBLIGATIONS OR FOR THIS GUARANTEE OR ANY PROPERTY SUBJECT THERETO.
WHEN MAKING
ANY DEMAND HEREUNDER AGAINST A GUARANTOR, BUYER MAY, BUT SHALL BE UNDER NO
OBLIGATION TO, MAKE A SIMILAR DEMAND ON SELLERS, THE OTHER GUARANTOR OR ANY
OTHER PERSON, AND ANY FAILURE BY BUYER TO MAKE ANY SUCH DEMAND OR TO COLLECT ANY
PAYMENTS FROM SELLERS OR ANY SUCH OTHER GUARANTOR OR PERSON OR ANY RELEASE OF
SELLERS OR SUCH OTHER GUARANTOR OR PERSON SHALL NOT RELIEVE SUCH GUARANTOR OF
ITS OBLIGATIONS OR LIABILITIES HEREUNDER, AND SHALL NOT IMPAIR OR AFFECT THE
RIGHTS AND REMEDIES, EXPRESS OR IMPLIED, OR AS A MATTER OF LAW, OF BUYER AGAINST
EITHER GUARANTOR.
FOR THE PURPOSES HEREOF "DEMAND" SHALL INCLUDE THE
COMMENCEMENT AND CONTINUANCE OF ANY LEGAL PROCEEDINGS.
5.
GUARANTEE ABSOLUTE AND UNCONDITIONAL.
(A)
EACH GUARANTOR HEREBY
AGREES THAT ITS OBLIGATIONS UNDER THIS GUARANTEE CONSTITUTE A GUARANTEE OF
PAYMENT WHEN DUE AND NOT OF COLLECTION.
EACH GUARANTOR WAIVES ANY AND ALL
NOTICE OF THE CREATION, RENEWAL, EXTENSION OR ACCRUAL OF ANY OF THE OBLIGATIONS
AND NOTICE OF OR PROOF OF RELIANCE BY BUYER UPON THIS GUARANTEE OR ACCEPTANCE OF
THIS GUARANTEE; THE OBLIGATIONS, AND ANY OF THEM, SHALL CONCLUSIVELY BE DEEMED
TO HAVE BEEN CREATED, CONTRACTED OR INCURRED IN RELIANCE UPON THIS GUARANTEE;
AND ALL DEALINGS BETWEEN SELLERS OR EITHER GUARANTOR, ON THE ONE HAND, AND
BUYER, ON THE OTHER HAND, SHALL LIKEWISE BE CONCLUSIVELY PRESUMED TO HAVE BEEN
HAD OR CONSUMMATED IN RELIANCE UPON THIS GUARANTEE.
EACH GUARANTOR WAIVES
PROMPTNESS, DILIGENCE, PRESENTMENT, PROTEST, DEMAND FOR PAYMENT AND NOTICE OF
DEFAULT OR NONPAYMENT TO OR UPON SELLERS OR THE GUARANTEE WITH RESPECT TO THE
OBLIGATIONS.
THIS GUARANTEE SHALL BE CONSTRUED AS A CONTINUING, ABSOLUTE AND
UNCONDITIONAL GUARANTEE OF PAYMENT WITHOUT REGARD TO (I) THE VALIDITY,
REGULARITY OR ENFORCEABILITY OF ANY AGREEMENT, ANY OF THE OBLIGATIONS OR ANY
COLLATERAL SECURITY THEREFOR OR GUARANTEE OR RIGHT OF OFFSET WITH RESPECT
THERETO AT ANY TIME OR FROM TIME TO TIME HELD BY BUYER, (II) ANY DEFENSE,
SET-OFF OR COUNTERCLAIM (OTHER THAN A DEFENSE OF PAYMENT OR PERFORMANCE) WHICH
MAY AT ANY TIME BE AVAILABLE TO OR BE ASSERTED BY A SELLER AGAINST BUYER, (III)
ANY REQUIREMENT THAT BUYER EXHAUST ANY RIGHT TO TAKE ANY ACTION AGAINST