Common use of Guarantee of Performance Clause in Contracts

Guarantee of Performance. The Guarantor, as principal obligor and not as surety, unconditionally and irrevocably covenants with the Seller: (a) to cause the Purchaser to effect prompt and complete performance of all the terms, covenants, conditions and provisions of the Transaction Documents that are to be kept, observed and performed by the Purchaser; (b) that, if for any reason whatsoever, including the insolvency or bankruptcy of the Purchaser, or if the Purchaser shall at any time or from time to time fail to keep, perform or observe any term, covenant, condition or provision of any of the Transaction Documents that is to be kept, observed or performed by the Purchaser, then the Guarantor shall forthwith on demand of the Seller, perform or observe, as the case may be, such term, covenant, condition or provision in accordance with the relevant provisions of the Transaction Documents; and (c) that the Guarantor is jointly and severally bound with the Purchaser to perform the terms, covenants, obligations (including indemnification), conditions and provisions of the Transaction Documents that are to be kept, observed and performed by the Purchaser and, in the enforcement of its rights pursuant to this Section 9.28 the Seller may proceed against the Guarantor as if the Guarantor was a principal party under this Agreement with respect to such terms, covenants, conditions and provisions applicable to the Purchaser. In the event of a default by the Purchaser under any of the Transaction Documents, the Guarantor waives notice, presentment and any right to require the Seller to: (d) proceed against the Purchaser or pursue any rights or remedies with respect to the Transaction Documents against the Purchaser, or (e) pursue any other remedy whatsoever in the power of the Seller prior to the Seller pursuing any rights it may have under the Transaction Documents against the Guarantor. Execution Copy Without limiting the generality of the foregoing, the liability of the Guarantor shall not be deemed to have been waived, released, discharged, impaired or affected by reason of the release or discharge of the Purchaser in any receivership, bankruptcy, winding-up or other creditors' proceedings or the rejection, disaffirmance or disclaimer of any of the Transaction Documents in any proceeding or any other matter, and shall continue with respect to the periods prior thereto and thereafter, for and with respect to the Transaction Documents. This guarantee shall continue notwithstanding any assignment of this Agreement by the Purchaser to an Affiliate or otherwise pursuant to Section 9.28 and shall apply, mutatis, mutandis, in respect of any Affiliate of the Purchaser in the event any such Affiliate is a party to any Transaction Document in lieu of the Purchaser.

Guarantee of Performance. The Guarantor(a) Pemex hereby acknowledges that it is fully aware of the terms and conditions of the Maya Agreement and the transactions contemplated thereby, as principal obligor and not as surety, Pemex hereby unconditionally and irrevocably covenants with guarantees to Beneficiary the Seller: (a) to cause the Purchaser to effect prompt performance by PMI when and complete performance as due of all of PMI's obligations under the termsMaya Agreement, covenantsincluding, conditions and provisions without limitation, the payment of any damages of Beneficiary arising out of or based upon any failure of PMI to perform any obligation required of it under the Transaction Documents that are to be kept, observed and performed by Maya Agreement (the Purchaser;"Guaranteed Obligations"). (b) thatSubject to the provisions of Section 2 below, if for any reason whatsoever, including the insolvency or bankruptcy Pemex waives notice of the Purchaseracceptance of this Guarantee and of the performance or nonperformance by PMI, demand for payment from PMI or any other Person and notice of nonpayment or failure to perform on the part of PMI, diligence, presentment, protest, dishonor (to the fullest extent permitted by law), all other demands or notices whatsoever other than a demand or demands for payment hereunder. The obligations of Pemex shall be absolute and unconditional and shall remain in full force and effect until satisfaction of all Guaranteed Obligations under this Section 1 and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by the existence of any claim, set-off, defense or other right that Pemex, PMI, or if any Affiliate of PMI may have at any time and from time to time against Beneficiary or any of its Affiliates, whether in connection herewith or with any unrelated transactions; provided, however, that in respect of any amount owed to Beneficiary, Pemex shall be entitled to assert any claim, set-off, defense or other right of PMI under the Purchaser Maya Agreement in respect of any of its obligations hereunder. (c) Subject to the provisions of Section 2 below, the obligations of Pemex under this Section 1 shall not be affected by the genuineness, validity, regularity or enforceability of any of PMI's obligations under the Maya Agreement, or any amendment, waiver or other modification thereof (except to the extent of such amendment, waiver or modification), or substitution, release or exchange of collateral for or other guarantee of any of the Guaranteed Obligations (except to the extent of such substitution, release or exchange) without the consent of Pemex, and priority or preference to which any other obligations of PMI may be entitled over PMI's obligations under the Maya Agreement or, to the fullest extent permitted by applicable law, any other circumstance which might otherwise constitute a legal or equitable defense to or discharge of the obligations of a surety or guarantor, including, without limitation, any defense arising out of any laws of any jurisdiction which would either exempt, modify or delay the due or punctual payment and performance of the obligations of Pemex hereunder. (d) Without limiting the generality of the foregoing and to the fullest extent permitted by law, it is agreed, subject to the provisions of Section 2 below, that the occurrence of any one or more of the following shall not affect the liability of Pemex under this Section 1: (i) the extension of the time for or waiver of, at any time or from time to time fail time, without notice to keepPemex, perform PMI's performance of or observe compliance with any termof its obligations under the Maya Agreement, covenant(except that such extension or waiver shall be given effect in determining the obligations of Pemex, condition hereunder), (ii) any assignment, transfer or provision other arrangement by which PMI transfers its right, under the Maya Agreement, (iii) any merger or consolidation of PMI or Pemex into or with any other Person, or (iv) and change in the ownership of any shares of the Transaction Documents that capital stock of PMI or any Affiliate thereof. This Guarantee is to be keptan absolute, observed or performed by the Purchaser, then the Guarantor shall forthwith on demand of the Seller, perform or observe, as the case may be, such term, covenant, condition or provision in accordance with the relevant provisions of the Transaction Documents; and (c) that the Guarantor is jointly present and severally bound with the Purchaser to perform the terms, covenants, obligations (including indemnification), conditions and provisions of the Transaction Documents that are to be kept, observed and performed by the Purchaser continuing guarantee and, except as provided in the enforcement of its rights pursuant Section 2 hereof, is in no way conditional or contingent upon any attempt to this Section 9.28 the Seller may proceed against the Guarantor as if the Guarantor was a principal party under this Agreement with respect to such terms, covenants, conditions and provisions applicable to the Purchaser. In the event of a default by the Purchaser under collect from PMI any of the Transaction Documents, the Guarantor waives notice, presentment and any right to require the Seller to: (d) proceed against the Purchaser or pursue any rights or remedies with respect to the Transaction Documents against the Purchaser, or (e) pursue any other remedy whatsoever in the power of the Seller prior to the Seller pursuing any rights it may have under the Transaction Documents against the Guarantor. Execution Copy Without limiting the generality of the foregoing, the liability of the Guarantor shall not be deemed to have been waived, released, discharged, impaired or affected by reason of the release or discharge of the Purchaser in any receivership, bankruptcy, winding-up or other creditors' proceedings or the rejection, disaffirmance or disclaimer of any of the Transaction Documents in any proceeding or any other matter, and shall continue with respect to the periods prior thereto and thereafter, for and with respect to the Transaction Documents. This guarantee shall continue notwithstanding any assignment of this Agreement by the Purchaser to an Affiliate unpaid amounts due or otherwise pursuant to Section 9.28 and shall apply, mutatis, mutandis, in respect of any Affiliate of the Purchaser in the event any such Affiliate is a party to any Transaction Document in lieu of the Purchaserenforce performance by PMI.

Guarantee of Performance. The GuarantorCorning shall guarantee and be responsible for the performance obligations of Corning Buyer in this Agreement in the event that Corning Buyer fails to perform or pay any such obligations; provided that in the event of any failure by Corning Buyer to perform or pay any such obligations, as principal obligor SDC agrees that it will proceed first against Corning Buyer and not as surety, unconditionally and irrevocably covenants with the Seller:use reasonable best efforts to pursue any claims against Corning Buyer prior to proceeding against Corning under this Section 11.17. (a) Without limiting any of the obligations and liabilities of Corning under this Agreement, Corning hereby absolutely, irrevocably and unconditionally guarantees to cause SDC, the Purchaser to effect full and prompt payment, performance and complete performance satisfaction of all the termsof Corning Hungary’s and Corning Buyer’s obligations, duties, covenants, conditions agreements, and provisions liabilities to SDC arising under this Agreement, whether such obligations, duties, covenants, agreements and liabilities of Corning Hungary or Corning Buyer arise prior to, on or after the Transaction Documents that are to be kept, observed and performed by Closing Date (the Purchaser;“Guaranteed Obligations”). (b) thatTo the fullest extent permitted by applicable Law, if for the Guaranteed Obligations of Corning hereunder shall remain fully effective without regard to, and shall not be affected, limited or impaired in any reason whatsoeverway by: (i) any bankruptcy, including insolvency, reorganization, adjustment, dissolution, liquidation, examinership or other like proceeding (each, an “Insolvency Proceeding”) relating to the insolvency or bankruptcy of the Purchaser, or if the Purchaser shall at any time or from time to time fail to keep, perform or observe any term, covenant, condition or provision of any of the Transaction Documents that is to be kept, observed Parties or performed by the Purchaser, then the Guarantor shall forthwith on demand of the Seller, perform or observe, as the case may be, such term, covenant, condition or provision in accordance with the relevant provisions of the Transaction Documents; and (c) that the Guarantor is jointly and severally bound with the Purchaser to perform the terms, covenants, obligations (including indemnification), conditions and provisions of the Transaction Documents that are to be kept, observed and performed by the Purchaser and, in the enforcement of its rights pursuant to this Section 9.28 the Seller may proceed against the Guarantor as if the Guarantor was a principal party under this Agreement with respect to such terms, covenants, conditions and provisions applicable to the Purchaser. In the event of a default by the Purchaser under any of the Transaction Documents, the Guarantor waives notice, presentment and any right to require the Seller to: (d) proceed against the Purchaser or pursue any rights or remedies with respect to the Transaction Documents against the Purchaser, or (e) pursue any other remedy whatsoever in the power of the Seller prior to the Seller pursuing any rights it may have under the Transaction Documents against the Guarantor. Execution Copy Without limiting the generality of the foregoing, the liability of the Guarantor shall not be deemed to have been waived, released, discharged, impaired or affected by reason of the release or discharge of the Purchaser in any receivership, bankruptcy, winding-up or other creditors' proceedings or the rejection, disaffirmance or disclaimer of any of the Transaction Documents in any proceeding Affiliates thereof or any other matterimplied or express guaranty thereof; (ii) any action taken by any trustee or receiver, and or by any court, in any Insolvency Proceeding, whether or not Corning shall continue with respect to the periods prior thereto and thereafter, for and with respect to the Transaction Documents. This guarantee shall continue notwithstanding have had notice or knowledge of any Insolvency Proceeding; (iii) any assignment of this Agreement by the Purchaser to an Affiliate or otherwise pursuant to Section 9.28 and shall apply, mutatis, mutandis, in respect of any Affiliate of the Purchaser in the event any such Affiliate is a party to any Transaction Document other party; (iv) any modification, alteration, amendment or addition of or to this Agreement; or (v) any defense of Corning Hungary, Corning Buyer or any other Person or any circumstance whatsoever (with or without notice to or knowledge of Corning) which may or might in lieu any manner or to any extent vary the risks of the PurchaserCorning or might otherwise constitute a legal or equitable discharge of a surety or a guarantor or otherwise.

Guarantee of Performance. The GuarantorIn order to induce MEDA to enter into the foregoing Agreement, VIVUS, INC., a corporation organized under the laws of the state of Delaware and having a principal place of business at 1172 Castro Street, Mountain View, CA 94040, and being the sole sha▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, hereby irrevocably and unconditionally guarantees any and all obligations (including, without limitation, any payment obligations) of VIVUS to MEDA, whether or not existing or hereinafter arising pursuant to the foregoing Agreement (including, without limitation, all agreements, grants, Undertakings, licenses and sublicenses now or hereafter entered into pursuant to the Agreement (collectively, the "VIVUS Undertakings") or as such VIVUS Undertakings may be hereinafter amended or modified (with or without notice to or consent of VIVUS INC.). VIVUS INC. further agrees that VIVUS Undertakings may be extended, renewed, modified, amended or compromised in any way, with or without notice to or consent of VIVUS INC. Notice of acceptance of the Guaranty and of the incurring of any obligation or any default of the VIVUS Undertakings, as principal obligor well as demand and not protest with respect to such VIVUS Undertakings and as suretywell as any right to challenge or dispute the validity and enforceability of this Guarantee, unconditionally are hereby waived by VIVUS INC. This Guaranty shall be an irrevocable, continuing, absolute and irrevocably unconditional guaranty of payment and performance by VIVUS pursuant to the VIVUS Undertakings. VIVUS INC. represents, covenants with and warrants to MEDA as follows, upon which MEDA relies in acceptance of this Guaranty: that (i) VIVUS INC. is the Seller: sole shareholder of all of issued and outstanding capital stock of VIVUS, (aii) to cause VIVUS INC. will benefit from the Purchaser to effect prompt Agreement between VIVUS and complete MEDA, (iii) VIVUS INC. has received good and valuable consideration for its execution, delivery and performance of all this Guaranty, and (iv) VIVUS INC. has executed and delivered this Guaranty to MEDA. Notice to VIVUS INC. shall be given pursuant to the terms, covenants, conditions and provisions of the Transaction Documents that are to be kept, observed and performed by the Purchaser; (b) that, if for any reason whatsoever, including the insolvency or bankruptcy Section 19.5 of the Purchaser, or if the Purchaser Agreement. This Guaranty shall at any time or from time to time fail to keep, perform or observe any term, covenant, condition or provision of any of the Transaction Documents that is to be kept, observed or performed governed by the Purchaser, then the Guarantor shall forthwith on demand of the Seller, perform or observe, as the case may be, such term, covenant, condition or provision and construed in accordance with the relevant provisions laws of the Transaction Documents; and (c) that the Guarantor is jointly State of California and severally bound with the Purchaser to perform the terms, covenants, obligations (including indemnification), conditions and provisions of the Transaction Documents that are to be kept, observed and performed by the Purchaser and, in the enforcement of its rights pursuant to this Section 9.28 the Seller may proceed against the Guarantor shall take effect as if the Guarantor was a principal party an instrument under this Agreement with respect to such terms, covenants, conditions and provisions applicable to the Purchaserseal. In the event of a default by the Purchaser any dispute under this Guaranty, as to construction or performance of this Guaranty or any of the Transaction Documentsits provisions or otherwise, the Guarantor waives notice, presentment and any right to require the Seller to: (d) proceed against the Purchaser or pursue any rights or remedies with respect to the Transaction Documents against the Purchaser, or (e) pursue any other remedy whatsoever such dispute shall be settled in the power of the Seller prior to the Seller pursuing any rights it may have under the Transaction Documents against the Guarantor. Execution Copy Without limiting the generality of the foregoing, the liability of the Guarantor shall not be deemed to have been waived, released, discharged, impaired or affected by reason of the release or discharge of the Purchaser in any receivership, bankruptcy, winding-up or other creditors' proceedings or the rejection, disaffirmance or disclaimer of any of the Transaction Documents in any proceeding or any other matter, and shall continue with respect to the periods prior thereto and thereafter, for and with respect to the Transaction Documents. This guarantee shall continue notwithstanding any assignment of this Agreement by the Purchaser to an Affiliate or otherwise pursuant to Section 9.28 and shall apply, mutatis, mutandis, in respect of any Affiliate of the Purchaser in the event any such Affiliate is a party to any Transaction Document in lieu of the Purchaser.accordance with

Guarantee of Performance. The Guarantor, as principal obligor and not as surety, unconditionally and irrevocably covenants with the Seller: (a) to cause the Purchaser to effect prompt and complete performance of all the terms, covenants, conditions and provisions of the Transaction Documents that are to be kept, observed and performed by the Purchaser; (b) that, if for any reason whatsoever, including the insolvency or bankruptcy of the Purchaser, or if the Purchaser shall at any time or from time to time fail to keep, perform or observe any term, covenant, condition or provision of any of the Transaction Documents that is to be kept, observed or performed by the Purchaser, then the Guarantor shall forthwith on demand of the Seller, perform or observe, as the case may be, such term, covenant, condition or provision in accordance with the relevant provisions of the Transaction Documents; and (c) that the Guarantor is jointly and severally bound with the Purchaser to perform the terms, covenants, obligations (including indemnification), conditions and provisions of the Transaction Documents that are to be kept, observed and performed by the Purchaser and, in the enforcement of its rights pursuant to this Section 9.28 the Seller may proceed against the Guarantor as if the Guarantor was a principal party under this Agreement with respect to such terms, covenants, conditions and provisions applicable to the Purchaser. In the event of a default by the Purchaser under any of the Transaction Documents, the Guarantor waives notice, presentment and any right to require the Seller to: (d) proceed against the Purchaser or pursue any rights or remedies with respect to the Transaction Documents against the Purchaser, or (e) pursue any other remedy whatsoever in the power of the Seller prior to the Seller pursuing any rights it may have under the Transaction Documents against the Guarantor. Execution Copy Without limiting the generality of the foregoing, the liability of the Guarantor shall not be deemed to have been waived, released, discharged, impaired or affected by reason of the release or discharge of the Purchaser in any receivership, bankruptcy, winding-up or other creditors' ’ proceedings or the rejection, disaffirmance or disclaimer of any of the Transaction Documents in any proceeding or any other matter, and shall continue with respect to the periods prior thereto and thereafter, for and with respect to the Transaction Documents. This guarantee shall continue notwithstanding any assignment of this Agreement by the Purchaser to an Affiliate or otherwise pursuant to Section 9.28 and shall apply, mutatis, mutandis, in respect of any Affiliate of the Purchaser in the event any such Affiliate is a party to any Transaction Document in lieu of the Purchaser.

Guarantee of Performance. The Guarantor, as principal obligor and not as surety, unconditionally and irrevocably covenants with the Seller: (a) The Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantee to cause the Sellers the prompt and full discharge by the Purchaser of all of the Purchaser’s covenants, agreements, obligations and liabilities under each of this Agreement and the Ancillary Agreements (as the same may be amended from time to effect prompt time in accordance with the terms thereof), including the due and complete punctual payment of all amounts which are or may become due and payable by the Purchaser or any of its permitted assignees or designees hereunder or thereunder (such assignees and designees together with the Purchaser for purposes of this Section 11.13, the “Purchaser Parties”), when and as the same shall become due and payable (collectively, the “Purchaser Obligations”), in accordance with the terms hereof or thereof. Each of the Guarantors acknowledges and agrees that, with respect to all the Purchaser Obligations to pay money, such guaranty shall be a guaranty of payment and performance and not of collection and shall not be conditioned or contingent upon the pursuit of any remedies against any Purchaser Party. If any Purchaser Party shall default in the due and punctual performance of all any Purchaser Obligation, including the termsfull and timely payment of any amount due and payable pursuant to any Purchaser Obligation, covenantsthe Guarantors will forthwith, conditions jointly and provisions of the Transaction Documents that are severally, perform or cause to be keptperformed such Purchaser Obligation and will forthwith, observed jointly and severally, make full payment of any amount due with respect thereto at their sole cost and expense. This Section 11.13(a) shall terminate and be of no further force or effect upon and after the date that Purchaser Obligations shall have been performed by the Purchaser;in full. (b) that, if for any reason whatsoever, including the insolvency or bankruptcy The liabilities and obligations of the Purchaser, or if the Purchaser shall at any time or from time Guarantors pursuant to time fail to keep, perform or observe any term, covenant, condition or provision of any of the Transaction Documents that is to be kept, observed or performed by the Purchaser, then the Guarantor shall forthwith on demand of the Seller, perform or observe, as the case may be, such term, covenant, condition or provision in accordance with the relevant provisions of the Transaction Documents; and (cSection 11.13(a) that the Guarantor is jointly are unconditional and severally bound with the Purchaser to perform the terms, covenants, obligations (including indemnification), conditions and provisions of the Transaction Documents that are to be kept, observed and performed by the Purchaser absolute and, in the enforcement of its rights pursuant to this Section 9.28 the Seller may proceed against the Guarantor as if the Guarantor was a principal party under this Agreement with respect to such terms, covenants, conditions and provisions applicable to the Purchaser. In the event of a default by the Purchaser under any of the Transaction Documents, the Guarantor waives notice, presentment and any right to require the Seller to: (d) proceed against the Purchaser or pursue any rights or remedies with respect to the Transaction Documents against the Purchaser, or (e) pursue any other remedy whatsoever in the power of the Seller prior to the Seller pursuing any rights it may have under the Transaction Documents against the Guarantor. Execution Copy Without without limiting the generality of the foregoing, the liability of the Guarantor shall not be deemed to have been waived, released, discharged, impaired or affected by reason of the release or discharge of the Purchaser in any receivership, bankruptcy, winding-up or other creditors' proceedings or the rejection, disaffirmance or disclaimer of any of the Transaction Documents in any proceeding or any other matter, and shall continue with respect to the periods prior thereto and thereafter, for and with respect to the Transaction Documents. This guarantee shall continue notwithstanding any assignment of this Agreement by the Purchaser to an Affiliate discharged or otherwise pursuant to Section 9.28 and shall applyaffected by: (i) any acceleration, mutatisextension, mutandisrenewal, settlement, compromise, waiver or release in respect of any Affiliate Purchaser Obligation by operation of law or otherwise; (ii) the invalidity or unenforceability, in whole or in part, of this Agreement; (iii) any modification or amendment of or supplement to this Agreement; (iv) any change in the existence, structure or ownership of any Purchaser Party or Guarantor or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any of them or their assets; or (v) any other act, omission to act, delay of any kind by any party hereto or any other Person, or any other circumstance whatsoever that might, but for the provisions of this Section 11.13, constitute a legal or equitable discharge of the Purchaser in obligations of any Guarantor, as guarantor to the event extent set forth hereunder. (c) Each of the Guarantors hereby waives any such Affiliate is a party right, whether legal or equitable, statutory or non-statutory, to require any Seller to proceed against or take any action against or pursue any remedy with respect to any Transaction Document in lieu Purchaser Party or any other Person or make presentment or demand for performance or give any notice of nonperformance before any party hereto may enforce its rights hereunder against any Guarantor as guarantor. (d) The obligations of each of the PurchaserGuarantors as guarantors to the extent set forth hereunder shall remain in full force and effect until the Purchaser Obligations shall have been performed in full. If at any time any performance by any Person of any Purchaser Obligation is rescinded or must be otherwise restored or returned, whether upon the insolvency, bankruptcy or reorganization of any Purchaser Party or otherwise, each of the Guarantor’s obligations hereunder with respect to such Purchaser Obligation shall be reinstated at that time as though that Purchaser Obligation had become due and had not been performed. (e) Upon performance by any Guarantor of any Purchaser Obligation, such Guarantor shall be subrogated to the rights of any Seller against such Purchaser Party with respect to that Purchaser Obligation. (f) The obligations of the Guarantors under this Section 11.13 shall be limited to an aggregate amount that is equal to the largest amount that would not render its obligations under this Section 11.13 subject to avoidance under ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Code or any comparable provisions of any applicable state law.

Guarantee of Performance. The Guarantor, as principal obligor and not as surety, unconditionally and irrevocably covenants with the SellerSellers: (a) to cause the Purchaser to effect prompt and complete performance of all the terms, covenants, conditions and provisions of the Transaction Documents that are to be kept, observed and performed by the Purchaser; (b) that, if for any reason whatsoever, including the insolvency or bankruptcy of the Purchaser, or if the Purchaser shall at any time or from time to time fail to keep, perform or observe any term, covenant, condition or provision of any of the Transaction Documents that is to be kept, observed or performed by the Purchaser, then the Guarantor shall forthwith on demand of the SellerSellers’ Agent, perform or observe, as the case may be, such term, covenant, condition or provision in accordance with the relevant provisions of the Transaction Documents; and (c) that the Guarantor is jointly and severally bound with the Purchaser to perform the terms, covenants, obligations (including indemnification), conditions and provisions of the Transaction Documents that are to be kept, observed and performed by the Purchaser and, in the enforcement of its rights pursuant to this Section 9.28 13.16 the Seller Sellers may proceed against the Guarantor as if the Guarantor was a principal party under this Agreement with respect to such terms, covenants, conditions and provisions applicable to the Purchaser. In the event of a default by the Purchaser under any of the Transaction Documents, the Guarantor waives notice, presentment and any right to require the Seller Sellers to: (d) proceed against the Purchaser or pursue any rights or remedies with respect to the Transaction Documents against the Purchaser, or (e) pursue any other remedy whatsoever in the power of the Seller Sellers prior to the Seller Sellers pursuing any rights it may have under the Transaction Documents against the Guarantor. Execution Copy Without limiting the generality of the foregoing, the liability of the Guarantor shall not be deemed to have been waived, released, discharged, impaired or affected by reason of the release or discharge of the Purchaser in any receivership, bankruptcy, winding-up or other creditors' ’ proceedings or the rejection, disaffirmance or disclaimer of any of the Transaction Documents in any proceeding or any other matter, and shall continue with respect to the periods prior thereto and thereafter, for and with respect to the Transaction Documents. This Section 13.16 shall be solely for the benefit of the Sellers and shall not in any way obligate the Guarantor to any other Person. This guarantee shall continue notwithstanding any assignment of this Agreement by the Purchaser to an Affiliate or otherwise pursuant to Section 9.28 and shall apply, mutatis, mutatis mutandis, in respect of any Affiliate of the Purchaser in the event any such Affiliate is a party to any Transaction Document in lieu of the Purchaser. This guarantee shall continue notwithstanding any assignment of this Agreement by the Purchaser to an Affiliate or otherwise pursuant to Section 13.12.

Guarantee of Performance. The Guarantor, as principal obligor and not as surety, unconditionally and irrevocably covenants with the Seller: (a) BFC hereby irrevocably and unconditionally guarantees to cause Sellers the Purchaser to effect prompt and complete full discharge by Buyer of all of Buyer's covenants, agreements, obligations and liabilities under this Agreement including the due and punctual payment of all amounts which are or may become due and payable by Buyer or any of its permitted assignees or designees hereunder (such assignees and designees together with Buyer for purposes of this Section 11.14, the "BUYER PARTIES"), when and as the same shall become due and payable (collectively, the "BUYER OBLIGATIONS"), in accordance with the terms hereof. BFC acknowledges and agrees that, with respect to all Buyer Obligations to pay money, such guaranty shall be a guaranty of payment and performance and not of collection and shall not be conditioned or contingent upon the pursuit of any remedies against any Buyer Party. If any Buyer Party shall default in the due and punctual performance of all any Buyer Obligation, including the termsfull and timely payment of any amount due and payable pursuant to any Buyer Obligation, covenants, conditions and provisions of the Transaction Documents that are BFC will forthwith perform or cause to be kept, observed performed such Buyer Obligation and will forthwith make full payment of any amount due with respect thereto at its sole cost and expense. This Section 11.14(a) shall terminate and be of no further force or effect upon and after the date that the Buyer Obligations shall have been paid or performed by the Purchaser;in full. (b) that, if for any reason whatsoever, including the insolvency or bankruptcy of the Purchaser, or if the Purchaser shall at any time or from time Subject to time fail to keep, perform or observe any term, covenant, condition or provision of any of the Transaction Documents that is to be kept, observed or performed by the Purchaser, then the Guarantor shall forthwith on demand of the Seller, perform or observe, as the case may be, such term, covenant, condition or provision in accordance with the relevant provisions of the Transaction Documents; and (c) that the Guarantor is jointly and severally bound with the Purchaser to perform the terms, covenants, obligations (including indemnificationSection 11.14(g), conditions liabilities and provisions obligations of the Transaction Documents that BFC pursuant to Section 11.14(a) are to be kept, observed unconditional and performed by the Purchaser absolute and, in the enforcement of its rights pursuant to this Section 9.28 the Seller may proceed against the Guarantor as if the Guarantor was a principal party under this Agreement with respect to such terms, covenants, conditions and provisions applicable to the Purchaser. In the event of a default by the Purchaser under any of the Transaction Documents, the Guarantor waives notice, presentment and any right to require the Seller to: (d) proceed against the Purchaser or pursue any rights or remedies with respect to the Transaction Documents against the Purchaser, or (e) pursue any other remedy whatsoever in the power of the Seller prior to the Seller pursuing any rights it may have under the Transaction Documents against the Guarantor. Execution Copy Without without limiting the generality of the foregoing, the liability of the Guarantor shall not be deemed to have been waived, released, discharged, impaired or affected by reason of the release or discharge of the Purchaser in any receivership, bankruptcy, winding-up or other creditors' proceedings or the rejection, disaffirmance or disclaimer of any of the Transaction Documents in any proceeding or any other matter, and shall continue with respect to the periods prior thereto and thereafter, for and with respect to the Transaction Documents. This guarantee shall continue notwithstanding any assignment of this Agreement by the Purchaser to an Affiliate discharged or otherwise pursuant to Section 9.28 and shall applyaffected by: (i) any acceleration, mutatisextension, mutandisrenewal, settlement, compromise, waiver or release in respect of any Affiliate Buyer Obligation by operation of law or otherwise; (ii) any modification or amendment of or supplement to this Agreement entered into in accordance with its terms; (iii) any change in the existence, structure or ownership of any Buyer Party or BFC or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any of them or their assets; or (iv) any other act, omission to act, delay of any kind by any party hereto or any other Person, or any other circumstance whatsoever that might, but for the provisions of this Section 11.14, constitute a legal or equitable discharge of the Purchaser in obligations of BFC, as guarantor to the event extent set forth hereunder. (c) BFC hereby waives any such Affiliate is a party right, whether legal or equitable, statutory or non-statutory, to require any Seller to proceed against or take any action against or pursue any remedy with respect to any Transaction Document in lieu Buyer Party or any other Person or make presentment or demand for performance or give any notice of the Purchasernonperformance before any party hereto may enforce its rights hereunder against BFC as guarantor.