Common use of Enforcement of Guaranty Clause in Contracts

Enforcement of Guaranty. (a) The terms and provisions of this Guaranty shall be governed by and interpreted in accordance with the laws of the State of New York. (b) No supplement, amendment, modification, waiver or termination of this Guaranty shall be binding unless executed in writing and duly signed by the Guarantor and the Developer. No waiver of any of the provisions of this Guaranty shall be deemed or shall constitute a waiver of any other provisions hereof whether or not similar, nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. No failure on the part of the Developer to exercise, and 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 of any other right. (c) All disputes between the Developer and the Guarantor arising under or relating to this Guaranty or its breach shall be filed, heard and decided in the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, which shall have exclusive jurisdiction and venue. The Guarantor hereby irrevocably waives the defense of an inconvenient forum to the maintenance of any action or proceedings in such court arising out of or relating to this Guaranty. The Guarantor agrees that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Guarantor agrees and consents to service of process by delivery in the manner and to the address set forth in Section 4.02 below. Nothing in this section shall affect the right of the Developer or to serve legal process in any other manner permitted by law. (d) The rights of the Developer hereunder are cumulative and shall not be exhausted by any one or more exercises of said rights against the Guarantor or other guarantors or by any number of successive actions until and unless all Guaranteed Obligations have been fully paid or performed. (e) The Guarantor shall pay to the Developer all reasonable out-of-pocket legal fees and other reasonable out-of-pocket costs and expenses (including fees and costs on appeal) it incurs by reason of any permitted enforcement of its rights hereunder, provided that it is the prevailing party with respect to a substantial portion of its claim. (f) THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION OR CLAIM WHICH IS BASED ON, OR ARISES OUT OF, UNDER OR IN CONNECTION WITH, THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED BY THIS GUARANTY. (g) Notwithstanding anything to the contrary, if at any time payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned upon bankruptcy, reorganization or similar proceeding for relief of debtors under federal or state law, the Guarantor shall continue to remain liable therefor.

Enforcement of Guaranty. (a) Upon the occurrence of a default by Developer in the timely payment or performance, as the case may be, of any of its obligations under the DLA which constitute Guaranteed Obligations and that continues beyond any applicable notice and cure periods provided for in the DLA, Guarantors shall, within thirty (30) days from the date of notice from the FCRHA, pay any Guaranteed Obligations then to be paid, at their sole cost and expense. This Guaranty is an absolute, irrevocable, and unconditional guaranty of payment. The Guarantors are and shall be liable for the payment of the Guaranteed Obligations, as set forth in this Guaranty, as primary obligors. Any time that FCRHA is entitled to exercise its rights or remedies hereunder, FCRHA may in its discretion elect to demand payment. Nothing herein shall require the FCRHA to provide any notices of default to Developer, Guarantors or any other party that the FCRHA is not already expressly required to give under the terms and provisions of this Guaranty shall be governed by and interpreted in accordance with the laws conditions of the State DLA, Note, or Deed of New YorkTrust. (b) No supplement, amendment, modification, waiver In the event of a breach by either Guarantor of any warranty or termination covenant under Section 9 of this Guaranty shall be binding unless executed in writing and duly signed by (and, for the Guarantor and avoidance of doubt, neither the Developer. No waiver of Guaranteed Obligations nor any of the provisions other provision of this Guaranty other than Section 9 shall be deemed subject to the following), the FCRHA shall provide the non-defaulting Guarantor with written notice of such breach and such non-defaulting Guarantor shall have thirty (30) days from the date of such notice to cure the breach, after which the FCRHA shall be entitled to exercise all rights and remedies in connection with any such breach; provided, however, that the foregoing shall not prevent or shall constitute a waiver of any other provisions hereof whether or not similar, nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. No failure on delay the part of FCRHA’s rights to enforce the Developer to exercise, and 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 of any other rightGuaranteed Obligations hereunder. (c) All disputes between the Developer and the Guarantor arising under or relating to this Guaranty or its breach shall be filed, heard and decided in the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, which shall have exclusive jurisdiction and venue. The Guarantor hereby irrevocably waives the defense of an inconvenient forum to the maintenance of any action or proceedings in such court arising out of or relating to this Guaranty. The Guarantor agrees that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Guarantor agrees and consents to service of process by delivery in the manner and to the address set forth in Section 4.02 below. Nothing in this section shall affect the right of the Developer or to serve legal process in any other manner permitted by law. (d) The rights of the Developer hereunder are cumulative and shall not be exhausted by any one or more exercises of said rights against the Guarantor or other guarantors or by any number of successive actions until and unless all Guaranteed Obligations have been fully paid or performed. (e) The Guarantor shall pay to the Developer all reasonable out-of-pocket legal fees and other reasonable out-of-pocket costs and expenses (including fees and costs on appeal) it incurs by reason of any permitted enforcement of its rights hereunder, provided It is acknowledged that it is the prevailing party with respect to a substantial portion of its claim. (f) THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION OR CLAIM WHICH IS BASED ON, OR ARISES OUT OF, UNDER OR IN CONNECTION WITH, THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED BY THIS GUARANTY. (g) Notwithstanding anything defense hereunder to the contrary, if at any time payment of any enforcement of the Guaranteed Obligations is rescinded or must otherwise be returned upon bankruptcysolely as they relate to Developer’s obligations to complete and deliver the Site Work under the DLA if the FCRHA shall have defaulted in its obligation, reorganization or similar proceeding beyond any applicable notice and cure periods provided in the DLA, to disburse up to [$ ] for relief the cost of debtors under federal or state lawthe Site Work pursuant to and in accordance with the terms and provisions of the DLA, and such default materially adversely affects the completion of the Site Work. For purposes of this clause (c), a default of the FCRHA as aforesaid will “materially adversely affect the completion of the Site Work” if after such default, the Guarantor shall continue Developer would no longer be able to remain liable thereforcomplete the Site Work by the Site Work Milestone in accordance with the provisions of the DLA due solely to the default of the FCRHA.

Enforcement of Guaranty. (a) The terms and provisions of this Guaranty shall be governed by and interpreted in accordance with the laws of the State of New York. (b) No supplement, amendment, modification, waiver or termination of this Guaranty shall be binding unless executed in writing and duly signed by the Guarantor and the DeveloperConcessionaire. No waiver of any of the provisions of this Guaranty shall be deemed or shall constitute a waiver of any other provisions hereof whether or not similar, nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. No failure on the part of the Developer Concessionaire to exercise, and 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 of any other right. (c) All disputes between the Developer Concessionaire and the Guarantor arising under or relating to this Guaranty or its breach shall be filed, heard and decided in the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, which shall have exclusive jurisdiction and venue. The Guarantor hereby irrevocably waives waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any action or proceedings in such court arising out of or relating to this Guaranty. The Guarantor agrees that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Guarantor agrees and consents to service of process by delivery in the manner and to the address set forth in Section 4.02 below. Nothing in this section shall affect the right of the Developer Concessionaire or to serve legal process in any other manner permitted by law. (d) The rights of the Developer Concessionaire hereunder are cumulative and shall not be exhausted by any one or more exercises of said rights against the Guarantor or other guarantors or by any number of successive actions until and unless all Guaranteed Obligations have been fully paid or performed. (e) The Guarantor shall pay to the Developer Concessionaire all reasonable out-of-of- pocket legal fees and other reasonable out-of-pocket costs and expenses (including fees and costs on appeal) it incurs by reason of any permitted enforcement of its rights hereunder, provided that it is the prevailing party with respect to a substantial portion of its claim. (f) THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION OR CLAIM WHICH IS BASED ON, OR ARISES OUT OF, UNDER OR IN CONNECTION WITH, THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED BY THIS GUARANTY. (g) Notwithstanding anything to the contrary, if at any time payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned upon bankruptcy, reorganization or similar proceeding for relief of debtors under federal or state law, the Guarantor shall continue to remain liable therefor.

Enforcement of Guaranty. In no event shall the Administrative Agent or any other Lender Party have any obligation (aalthough, to the extent provided in the Loan Documents, it is entitled, at its option) The terms to proceed against the Borrower, any other surety or guarantor or any other Person or any real or personal property pledged to secure the Obligations before seeking satisfaction from each Guarantor, and provisions of this Guaranty shall be governed by and interpreted in accordance with the laws Administrative Agent may proceed, prior to subsequent to, or simultaneously with, the enforcement of the State Administrative Agent's rights hereunder, to exercise any right or remedy (including any rights of New York. (bsetoff) No supplementwhich it may have against any property, amendmentreal or personal, modificationas a result of any lien it may have as security for all or any portion of the Obligations. In addition, waiver each Guarantor waives, and agrees that it shall not at any time insist upon, plead or termination in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of this Guaranty shall be binding unless executed assets or redemption laws, or exemption, whether now or at any time hereafter in writing and duly signed force, which may delay, prevent or otherwise affect the performance by the Guarantor and of its obligations under, or the Developerenforcement by the Administrative Agent of, this Guaranty. No waiver of Each Guarantor hereby waives any of the provisions of this Guaranty shall be deemed or shall constitute a waiver of any other provisions hereof whether or not similar, nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. No failure requirement on the part of the Developer Administrative Agent to exercisemitigate the damages resulting from any default under the Credit Agreement or any of the other Loan Documents. Each Guarantor hereby waives any rights or defenses based upon any rights or defenses of the Borrower or any other surety or guarantor to the Obligations, or any of them (including without limitation any failure of value of consideration, any statute of limitations, accord and satisfaction, and no delay in exercisingthe insolvency of the Borrower or any other surety or guarantor); it being intended that each Guarantor shall remain primarily liable, to the extent set forth herein, until the full performance of all the Obligations notwithstanding any right hereunder shall act, omission or thing which might otherwise operate as a waiver thereoflegal or equitable discharge of each Guarantor, nor shall any single the Borrower or partial exercise of any right hereunder preclude any other surety or further exercise of guarantor and notwithstanding any circumstance whatsoever affecting or preventing recovery by the Administrative Agent or any other right. (c) All disputes between Lender Party from the Developer and the Borrower or any other surety or guarantor which, but for this provisions, might operate to exonerate or discharge each Guarantor arising from its obligations under or relating to this Guaranty or its breach shall be filed, heard and decided in the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, which shall have exclusive jurisdiction and venue. The Guarantor hereby irrevocably waives the defense of an inconvenient forum to the maintenance of any action or proceedings in such court arising out of or relating to this Guaranty. The Guarantor agrees that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Guarantor agrees and consents to service of process by delivery in the manner and to the address set forth in Section 4.02 below. Nothing in this section shall affect the right of the Developer or to serve legal process in any other manner permitted by law. (d) The rights of the Developer hereunder are cumulative and shall not be exhausted by any one or more exercises of said rights against the Guarantor or other guarantors or by any number of successive actions until and unless all Guaranteed Obligations have been fully paid or performed. (e) The Guarantor shall pay to the Developer all reasonable out-of-pocket legal fees and other reasonable out-of-pocket costs and expenses (including fees and costs on appeal) it incurs by reason of any permitted enforcement of its rights hereunder, provided that it is the prevailing party with respect to a substantial portion of its claim. (f) THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION OR CLAIM WHICH IS BASED ON, OR ARISES OUT OF, UNDER OR IN CONNECTION WITH, THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED BY THIS GUARANTY. (g) Notwithstanding anything to the contrary, if at any time payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned upon bankruptcy, reorganization or similar proceeding for relief of debtors under federal or state law, the Guarantor shall continue to remain liable therefor.

Enforcement of Guaranty. (a) The terms and provisions of this Guaranty shall be governed by and interpreted in accordance with the laws of the State of New Yorkapplicable to contracts executed and to be performed within the State. (b) No supplement, amendment, modification, waiver or termination of this Guaranty shall be binding unless executed in writing and duly signed by the Guarantor Department and the DeveloperGuarantor. No waiver of any of the provisions of this Guaranty shall be deemed or shall constitute a waiver of any other provisions hereof whether or not similar, nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. No failure on the part of the Developer Department to exercise, and 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 of any other right. (c) All disputes between the Developer Department and the Guarantor arising under or relating to this Guaranty or its breach shall be filed, heard and decided in the Supreme any applicable Circuit Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereofState, which shall have non-exclusive jurisdiction and venue. The Guarantor hereby irrevocably waives the defense of an inconvenient forum Guarantor, to the maintenance extent permitted by applicable Laws, Regulations and Ordinances, (i) submits to the non- exclusive jurisdiction of such Circuit Court in any suit, action or proceedings in such court arising out of or other legal proceeding relating to this Guaranty. The Guarantor ; (ii) agrees that a final non-appealable judgment all claims in respect of any such action suit, action, or other legal proceeding shall be conclusive and may be heard and determined in, and enforced in other jurisdictions by suit on the judgment or in and by, any other manner provided by law. The Guarantor agrees and consents to service of process by delivery in the manner and to the address set forth in Section 4.02 below. Nothing in this section shall affect the right of the Developer or to serve legal process in any other manner permitted by law. (d) The rights of the Developer hereunder are cumulative and shall not be exhausted by any one or more exercises of said rights against the Guarantor or other guarantors or by any number of successive actions until and unless all Guaranteed Obligations have been fully paid or performed. (e) The Guarantor shall pay to the Developer all reasonable out-of-pocket legal fees and other reasonable out-of-pocket costs and expenses (including fees and costs on appeal) it incurs by reason of any permitted enforcement of its rights hereunder, provided that it is the prevailing party with respect to a substantial portion of its claim. (f) THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION OR CLAIM WHICH IS BASED ON, OR ARISES OUT OF, UNDER OR IN CONNECTION WITH, THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED BY THIS GUARANTY. (g) Notwithstanding anything to the contrary, if at any time payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned upon bankruptcy, reorganization or similar proceeding for relief of debtors under federal or state law, the Guarantor shall continue to remain liable therefor.such Circuit Court; and

Enforcement of Guaranty. (a) The terms and provisions of this Guaranty shall be governed by and interpreted in accordance with the laws of the State Commonwealth of New YorkVirginia applicable to contracts executed and to be performed within the Commonwealth of Virginia. (b) No supplement, amendment, modification, waiver or termination of this Guaranty shall be binding unless executed in writing and duly signed by the Guarantor Guarantor, the Concessionaire and the DeveloperDepartment. No waiver of any of the provisions of this Guaranty shall be deemed or shall constitute a waiver of any other provisions hereof whether or not similar, nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. No failure on the part of the Developer Concessionaire or the Department to exercise, and 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 of any other right. (c) All disputes between the Developer Concessionaire or the Department and the Guarantor arising under or relating to this Guaranty or its breach shall be filed, heard and decided in the Supreme Circuit Court for the City of the State of New York sitting in New York County and of the United States District Court of the Southern District of New YorkRichmond, and any appellate court from any thereofVirginia, Division I, which shall have exclusive jurisdiction and venue. The Guarantor hereby irrevocably waives waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any action or proceedings in such court arising out of or relating to this Guaranty. The Guarantor agrees that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Guarantor agrees and consents to service of process by delivery in the manner and to the address set forth in Section 4.02 below. Nothing in this section shall affect the right of the Developer Concessionaire or the Department or to serve legal process in any other manner permitted by law. (d) The rights of the Developer Concessionaire and the Department hereunder are cumulative and shall not be exhausted by any one or more exercises of said rights against the Guarantor or other guarantors or by any number of successive actions until and unless all Guaranteed Obligations have been fully paid or performed. (e) The Guarantor shall pay to the Developer Concessionaire and the Department all reasonable out-of-pocket legal fees and other reasonable out-of-pocket costs and expenses (including fees and costs on appeal) it incurs they incur by reason of any permitted enforcement by of its their rights hereunder, provided that it is they are the prevailing party with respect to a substantial portion of its claim. (f) THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION OR CLAIM WHICH IS BASED ON, OR ARISES OUT OF, UNDER OR IN CONNECTION WITH, THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED BY THIS GUARANTY. (g) Notwithstanding anything to the contrary, if at any time payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned upon bankruptcy, reorganization or similar proceeding for relief of debtors under federal or state law, the Guarantor shall continue to remain liable therefor.

Enforcement of Guaranty. (a) The terms and provisions of this Guaranty shall be governed by and interpreted in accordance with the laws of the State of New Yorkapplicable to contracts executed and to be performed within the State. (b) No supplement, amendment, modification, waiver or termination of this Guaranty shall be binding unless executed in writing and duly signed by the Guarantor and the DeveloperDepartment. No waiver of any of the provisions of this Guaranty shall be deemed or shall constitute a waiver of any other provisions hereof whether or not similar, nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. No failure on the part of the Developer Department to exercise, and 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 of any other right. (c) All disputes between the Developer Department and the Guarantor arising under or relating to this Guaranty or its breach shall be filed, heard and decided in the Supreme Circuit Court for the City of the State of New York sitting in New York County and of the United States District Court of the Southern District of New YorkRichmond, and any appellate court from any thereofVirginia, Division I, which shall have exclusive jurisdiction and venue. The Guarantor hereby irrevocably waives waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any action or proceedings in such court arising out of or relating to this Guaranty. The Guarantor agrees that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Guarantor agrees and consents to service of process by delivery in the manner and to the address set forth in Section 4.02 below. Nothing in this section shall affect the right of the Developer or Department to serve legal process in any other manner permitted by law. (d) The rights of the Developer Department hereunder are cumulative and shall not be exhausted by any one or more exercises of said rights against the Guarantor or other guarantors or by any number of successive actions until and unless all Guaranteed Obligations have been fully paid or performed. (e) The Guarantor shall pay to the Developer Department all reasonable out-of-pocket legal fees and other reasonable out-of-pocket costs and expenses (including fees and costs on appeal) it the Department incurs by reason of any permitted enforcement by the Department of its rights hereunder, provided that it the Department is the prevailing party with respect to a substantial portion of its claim. (f) THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION OR CLAIM WHICH IS BASED ON, OR ARISES OUT OF, UNDER OR IN CONNECTION WITH, THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED BY THIS GUARANTY. (g) Notwithstanding anything to the contrary, if at any time payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned upon bankruptcy, reorganization or similar proceeding for relief of debtors under federal or state law, the Guarantor shall continue to remain liable therefor.

Enforcement of Guaranty. (a) The terms and provisions of this Guaranty shall be governed by and interpreted in accordance with the laws of the State of New Yorkapplicable to contracts executed and to be performed within the State. (b) No supplement, amendment, modification, waiver or termination of this Guaranty shall be binding unless executed in writing and duly signed by the Guarantor and the DeveloperContracting Party. No waiver of any of the provisions of this Guaranty shall be deemed or shall constitute a waiver of any other provisions hereof whether or not similar, nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. No failure on the part of the Developer Contracting Party to exercise, and 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 of any other right. (c) All disputes between the Developer Contracting Party [or VDOT] and the Guarantor arising under or relating to this Guaranty or its breach shall be filed, heard and decided in the Supreme Circuit Court for the City of the State of New York sitting in New York County and of the United States District Court of the Southern District of New YorkRichmond, and any appellate court from any thereofVirginia, Division I, which shall have exclusive jurisdiction and venue. The Guarantor hereby irrevocably waives waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any action or proceedings in such court arising out of or relating to this Guaranty. The Guarantor agrees that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Guarantor agrees and consents to service of process by delivery in the manner and to the address set forth in Section 4.02 below. Nothing in this section shall affect the right of the Developer or Contracting Party to serve legal process in any other manner permitted by law. (d) The rights of the Developer Contracting Party [or VDOT] hereunder are cumulative and shall not be exhausted by any one or more exercises of said rights against the Guarantor or other guarantors or by any number of successive actions until and unless all Guaranteed Obligations have been fully paid or performed. (e) The Guarantor shall pay to the Developer Contracting Party [or VDOT] all reasonable out-of-pocket legal fees and other reasonable out-of-pocket costs and expenses (including fees and costs on appeal) it the Contracting Party [or VDOT] incurs by reason of any permitted enforcement by the Contracting Party [or VDOT] of its rights hereunder, provided that it the Contracting Party [or VDOT] is the prevailing party with respect to a substantial portion of its claim. (f) THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION OR CLAIM WHICH IS BASED ON, OR ARISES OUT OF, UNDER OR IN CONNECTION WITH, THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED BY THIS GUARANTY. (g) Notwithstanding anything to the contrary, if at any time payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned upon bankruptcy, reorganization or similar proceeding for relief of debtors under federal or state law, the Guarantor shall continue to remain liable therefor.