NOTWITHSTANDING THAT, WITHOUT ANY RESERVATION
OF RIGHTS AGAINST THE GUARANTOR, AND WITHOUT NOTICE TO OR FURTHER ASSENT BY THE
GUARANTOR, ANY DEMAND FOR PAYMENT OF
2
ANY OF THE OBLIGATIONS MADE BY THE BUYER MAY BE RESCINDED BY THE BUYER AND ANY
OF THE OBLIGATIONS CONTINUED, AND THE OBLIGATIONS, OR THE LIABILITY OF ANY 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 THE BUYER, AND ANY GOVERNING
AGREEMENT AND ANY OTHER DOCUMENT IN CONNECTION THEREWITH MAY BE AMENDED,
MODIFIED, SUPPLEMENTED OR TERMINATED, IN WHOLE OR IN PART, AS THE BUYER MAY DEEM
ADVISABLE FROM TIME TO TIME, AND ANY COLLATERAL SECURITY, GUARANTEE OR RIGHT OF
OFFSET AT ANY TIME HELD BY THE BUYER FOR THE PAYMENT OF THE OBLIGATIONS MAY BE
SOLD, EXCHANGED, WAIVED, SURRENDERED OR RELEASED.
THE BUYER SHALL HAVE NO
OBLIGATION 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 THE GUARANTOR, THE BUYER MAY,
BUT SHALL BE UNDER NO OBLIGATION TO, MAKE A SIMILAR DEMAND ON THE SELLER OR ANY
OTHER PERSON, AND ANY FAILURE BY THE BUYER TO MAKE ANY SUCH DEMAND OR TO COLLECT
ANY PAYMENTS FROM THE SELLER OR ANY SUCH OTHER PERSON OR ANY RELEASE OF THE
SELLER OR SUCH OTHER PERSON SHALL NOT RELIEVE THE 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 THE BUYER AGAINST THE
GUARANTOR.
FOR THE PURPOSES HEREOF "DEMAND" SHALL INCLUDE THE COMMENCEMENT AND
CONTINUANCE OF ANY LEGAL PROCEEDINGS.
5.
GUARANTEE ABSOLUTE AND UNCONDITIONAL.
(A)
THE GUARANTOR HEREBY
AGREES THAT ITS OBLIGATIONS UNDER THIS GUARANTEE CONSTITUTE A GUARANTEE OF
PAYMENT WHEN DUE AND NOT OF COLLECTION.
THE 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 THE 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 THE SELLER OR THE GUARANTOR, ON THE ONE HAND, AND THE
BUYER, ON THE OTHER HAND, SHALL LIKEWISE BE CONCLUSIVELY PRESUMED TO HAVE BEEN
HAD OR CONSUMMATED IN RELIANCE UPON THIS GUARANTEE.
THE GUARANTOR WAIVES
PROMPTNESS, DILIGENCE, PRESENTMENT, PROTEST, DEMAND FOR PAYMENT AND NOTICE OF
DEFAULT OR NONPAYMENT TO OR UPON THE SELLER 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