SET
FORTH IN SECTION 2, ABSOLUTE AND UNCONDITIONAL.
GUARANTOR AGREES THAT THIS
GUARANTY MAY BE ENFORCED BY LESSOR WITHOUT THE NECESSITY AT ANY TIME OF
RESORTING TO OR EXHAUSTING ANY OTHER SECURITY OR COLLATERAL GIVEN IN CONNECTION
HEREWITH OR WITH THE LEASE.
GUARANTOR HEREBY WAIVES ANY RIGHT TO REQUIRE LESSOR
TO JOIN LESSEE IN ANY ACTION BROUGHT HEREUNDER OR TO COMMENCE ANY ACTION AGAINST
OR OBTAIN ANY JUDGMENT AGAINST LESSEE.
GUARANTOR FURTHER AGREES THAT, SUBJECT
TO SECTION 2, NOTHING CONTAINED HEREIN OR OTHERWISE SHALL PREVENT LESSOR FROM
PURSUING CONCURRENTLY OR SUCCESSIVELY ALL RIGHTS AND REMEDIES AVAILABLE TO IT AT
LAW AND/OR IN EQUITY OR UNDER THE LEASE, 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 LESSEE'S OBLIGATIONS UNDER THE
LEASE.
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 LESSEE BY REASON OF THE BANKRUPTCY OF LESSEE OR
BY REASON OF ANY CREDITOR OR BANKRUPTCY PROCEEDING INSTITUTED BY OR AGAINST
LESSEE.
7.
IN THE EVENT LESSOR SHALL ASSIGN ITS RIGHTS UNDER THE LEASE (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 LESSOR 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 LESSOR BUT FOR SUCH ASSIGNMENT.
2
8.
IF GUARANTOR IS DETERMINED BY A COURT OF COMPETENT JURISDICTION
TO HAVE BREACHED THE TERMS OF THIS GUARANTY, THEN GUARANTOR SHALL PAY TO LESSOR
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 LESSOR 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