NO DELAY IN
EXERCISING, ANY RIGHT HEREUNDER SHALL OPERATE AS A WAIVER THEREOF, NOR SHALL ANY
SINGLE OR PARTIAL EXERCISE OF ANY RIGHT HEREUNDER PRECLUDE ANY OTHER OR FURTHER
EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT.
THE REMEDIES HEREIN
PROVIDED ARE CUMULATIVE AND NOT EXCLUSIVE OF ANY REMEDIES PROVIDED BY ANY
APPLICABLE LAW.
NO COURSE OF DEALING BETWEEN THE GUARANTOR AND THE BENEFICIARY
SHALL OPERATE AS A WAIVER THEREOF.
NO NOTICE TO OR DEMAND ON THE GUARANTOR IN
ANY CASE SHALL ENTITLE THE GUARANTOR TO ANY OTHER OR FURTHER NOTICE OR DEMAND IN
SIMILAR OR OTHER CIRCUMSTANCES OR CONSTITUTE A WAIVER OF THE RIGHTS OF THE
BENEFICIARY TO ANY OTHER OR FURTHER ACTION IN ANY CIRCUMSTANCES WITHOUT NOTICE
OR DEMAND.
10.
SEVERABILITY.
IN THE EVENT THAT THE
PROVISIONS OF THIS GUARANTY ARE CLAIMED OR HELD TO BE INCONSISTENT WITH ANY
OTHER INSTRUMENT EVIDENCING OR SECURING THE GUARANTEED OBLIGATIONS, THE TERMS OF
THIS GUARANTY SHALL REMAIN FULLY VALID AND EFFECTIVE.
IF ANY ONE OR MORE OF THE
PROVISIONS OF THIS GUARANTY SHOULD BE DETERMINED TO BE ILLEGAL OR UNENFORCEABLE,
ALL OTHER PROVISIONS SHALL REMAIN EFFECTIVE.
11.
ASSIGNMENT.
11.1.
ASSIGNABILITY.
GUARANTOR SHALL NOT HAVE THE RIGHT
TO ASSIGN ANY OF GUARANTOR'S RIGHTS OR OBLIGATIONS OR DELEGATE ANY OF ITS DUTIES
UNDER THIS GUARANTY WITHOUT THE PRIOR WRITTEN CONSENT OF BENEFICIARY.
ANY
PURPORTED ASSIGNMENT IN CONTRAVENTION OF THE FORGOING SENTENCE SHALL BE VOIDED.
GUARANTOR SHALL REMAIN LIABLE UNDER THIS GUARANTY, NOTWITHSTANDING ASSUMPTION OF
THIS GUARANTY BY A SUCCESSOR OR ASSIGN, UNLESS AND UNTIL RELEASED IN WRITING
FROM ITS OBLIGATIONS HEREUNDER BY BENEFICIARY.
BENEFICIARY MAY, AT ANY TIME AND
FROM TIME TO TIME, ASSIGN, IN WHOLE OR IN PART, ITS RIGHTS HEREUNDER TO ANY
PERSON TO WHOM BENEFICIARY HAS THE RIGHT TO ASSIGN ITS RIGHTS OR OBLIGATIONS
UNDER AND PURSUANT TO THE TERMS OF THE GUARANTEED AGREEMENTS WHEREUPON SUCH
ASSIGNEE SHALL SUCCEED TO ALL RIGHTS OF BENEFICIARY HEREUNDER.
11.2.
SUCCESSORS AND ASSIGNS.
SUBJECT TO SECTION 11.1
HEREOF, ALL OF THE TERMS OF THIS INSTRUMENT SHALL BE BINDING UPON AND INURE TO
THE BENEFIT OF THE PARTIES HEREOF AND THEIR RESPECTIVE PERMITTED SUCCESSORS AND
PERMITTED ASSIGNS.
12.
ADDRESS FOR ALL NOTICES.
ALL NOTICES AND
OTHER COMMUNICATIONS PROVIDED FOR HEREUNDER SHALL BE GIVEN AND EFFECTIVE IN
ACCORDANCE WITH THE NOTICE REQUIREMENTS OF THE ASSET SALE AGREEMENT.
13.
GOVERNING LAW.
THIS GUARANTY SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF ILLINOIS
(WITHOUT GIVING EFFECT TO CONFLICT OF LAW PRINCIPLES) AS TO ALL MATTERS,
INCLUDING BUT NOT LIMITED TO MATTERS OF VALIDITY, CONSTRUCTION, EFFECT,
PERFORMANCE AND REMEDIES.
GUARANTOR AGREES THAT VENUE IN ANY AND ALL ACTIONS
AND PROCEEDINGS RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT SHALL BE IN THE
UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS (EASTERN
DIVISION) OR STATE COURTS SITUATED THEREIN.
THE FOREGOING COURTS SHALL HAVE
EXCLUSIVE JURISDICTION FOR SUCH PURPOSE AND GUARANTOR IRREVOCABLY SUBMITS TO THE
EXCLUSIVE JURISDICTION OF SUCH COURT AND IRREVOCABLY WAIVES THE DEFENSE OF AN
INCONVENIENT FORUM TO