BY BUYER
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 BUYER TO JOIN SELLER
IN ANY ACTION BROUGHT HEREUNDER OR TO COMMENCE ANY ACTION AGAINST OR OBTAIN ANY
JUDGMENT AGAINST SELLER.
GUARANTOR FURTHER AGREES THAT, SUBJECT TO SECTION 2,
NOTHING CONTAINED HEREIN OR OTHERWISE SHALL PREVENT BUYER 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 SELLER'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 SELLER BY REASON
OF THE BANKRUPTCY OF SELLER OR BY REASON OF ANY CREDITOR OR BANKRUPTCY
PROCEEDING INSTITUTED BY OR AGAINST SELLER.
7.
IN THE EVENT BUYER 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 BUYER 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 BUYER
BUT FOR SUCH ASSIGNMENT.
3
8.
IF GUARANTOR IS DETERMINED BY A COURT
OF COMPETENT JURISDICTION TO HAVE BREACHED THE TERMS OF THIS GUARANTY, THEN
GUARANTOR SHALL PAY TO BUYER 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
BUYER 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.
10.
ALL NOTICES, REQUESTS, PAYMENTS,
INSTRUCTIONS, OR OTHER DOCUMENTS TO BE GIVEN HEREUNDER SHALL BE IN WRITING OR BY
WRITTEN TELECOMMUNICATION, AND SHALL BE DEEMED TO HAVE BEEN DULY GIVEN IF (I)
DELIVERED PERSONALLY (EFFECTIVE UPON DELIVERY), (II) MAILED BY REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID (EFFECTIVE FIVE
BUSINESS DAYS AFTER DISPATCH), (III) SENT BY A REPUTABLE, ESTABLISHED COURIER
SERVICE THAT GUARANTEES NEXT BUSINESS DAY DELIVERY (EFFECTIVE THE NEXT BUSINESS
DAY), OR (IV) SENT BY FACSIMILE OR ELECTRONIC MAIL, FOLLOWED WITHIN 24 HOURS BY
CONFIRMATION BY ONE OF THE FOREGOING METHODS (EFFECTIVE UPON THE FIRST BUSINESS
DAY AFTER RECEIPT OF THE FACSIMILE OR ELECTRONIC MAIL IN COMPLETE, READABLE
FORM).
NOTICES TO EACH PARTY SHALL BE ADDRESSED AS SET