THINGS DONE
WITHOUT NOTICE TO GUARANTOR AND WITHOUT AFFECTING THE LIABILITY OF GUARANTOR
UNDER THIS GUARANTY:
A.
THE TIME FOR ISSUER'S PERFORMANCE OF OR
COMPLIANCE WITH ANY OF THE TERMS OF THE GUARANTEED INDEBTEDNESS MAY BE
ACCELERATED (UPON AN EVENT OF DEFAULT), OR EXTENDED OR SUCH
4
performance or compliance may be waived by the Deal Agent (including, without
limitation, the renewal, extension, acceleration (upon an Event of Default) or
other change in the time of payment, or other terms of, the Guaranteed
Indebtedness, such as an increase or decrease in the rate of interest thereon);
and
B.
THE TERMS OF ANY OF THE GUARANTEED
INDEBTEDNESS OR ANY TERM OR CONDITION IN THE INDENTURE MAY BE AMENDED AS
PROVIDED FOR THEREIN BY THE ISSUER AND DEAL AGENT, AS THE CASE MAY BE, FOR THE
PURPOSE OF ADDING ANY PROVISIONS THERETO OR CHANGING IN ANY MANNER THE RIGHTS OR
OBLIGATIONS OF ISSUER AND/OR DEAL AGENT THEREUNDER.
SECTION 7.
DUE DILIGENCE.
GUARANTOR
ACKNOWLEDGES THAT IT HAS, INDEPENDENTLY OF AND WITHOUT RELIANCE ON THE DEAL
AGENT, MADE ITS OWN CREDIT ANALYSIS OF ISSUER AND PERFORMED ITS OWN LEGAL REVIEW
OF THIS GUARANTY, THE INDENTURE, THE CONTRIBUTION AND SALE AGREEMENT, EACH CLASS
A NOTE PURCHASE AGREEMENT, EACH CLASS B NOTE PURCHASE AGREEMENT AND THE RELATED
DOCUMENTS AND ALL RELATED DOCUMENTS AND FILINGS, AND GUARANTOR IS NOT RELYING ON
THE DEAL AGENT WITH RESPECT TO ANY OF THE AFORESAID ITEMS. GUARANTOR HAS
ESTABLISHED ADEQUATE MEANS OF OBTAINING FROM ISSUER ON A CONTINUING BASIS
FINANCIAL AND OTHER INFORMATION PERTAINING TO ISSUER'S FINANCIAL CONDITION.
GUARANTOR AGREES TO KEEP ADEQUATELY INFORMED FROM SUCH MEANS OF ANY FACTS,
EVENTS OR CIRCUMSTANCES WHICH MIGHT IN ANY WAY AFFECT GUARANTOR'S RISKS
HEREUNDER, AND GUARANTOR FURTHER AGREES THAT THE DEAL AGENT SHALL HAVE NO
OBLIGATION TO DISCLOSE TO GUARANTOR INFORMATION OR MATERIAL WITH RESPECT TO
ISSUER ACQUIRED IN THE COURSE OF THE DEAL AGENT'S RELATIONSHIP WITH ISSUER.
SECTION 8.
TOLLING OF STATUTE OF
LIMITATIONS.
GUARANTOR AGREES THAT ANY PAYMENT OR PERFORMANCE OF ANY OF THE
TERMS OF THE GUARANTEED INDEBTEDNESS OR OTHER ACTS WHICH TOLLS ANY STATUTE OF
LIMITATIONS APPLICABLE TO THE GUARANTEED INDEBTEDNESS SHALL ALSO TOLL THE
STATUTE OF LIMITATIONS APPLICABLE TO GUARANTOR'S LIABILITY UNDER THIS GUARANTY.
SECTION 9.
WAIVER.
GUARANTOR HEREBY
EXPRESSLY WAIVES DILIGENCE, PRESENTMENT, DEMAND FOR PAYMENT, PROTEST, BENEFIT OF
ANY STATUTE OF LIMITATIONS AFFECTING ISSUER'S LIABILITY UNDER THE CLASS B NOTES
OR THE INDENTURE OR THE ENFORCEMENT OF THIS GUARANTY, DISCHARGE DUE TO ANY
DISABILITY OF ISSUER, ANY DEFENSES OF ISSUER TO ITS OBLIGATIONS UNDER THE CLASS
B NOTES OR THE INDENTURE NOT ARISING UNDER THE EXPRESS TERMS OF THE CLASS B
NOTES OR THE INDENTURE OR FROM A MATERIAL BREACH THEREOF BY DEAL AGENT OR A
CLASS B PURCHASER WHICH UNDER THE LAW HAS THE EFFECT OF DISCHARGING ISSUER FROM
THE GUARANTEED INDEBTEDNESS AS TO WHICH THIS GUARANTY IS SOUGHT TO BE ENFORCED,
THE BENEFIT OF ANY ACT OR OMISSION BY THE DEAL AGENT OR A CLASS B PURCHASER THAT
DIRECTLY OR INDIRECTLY RESULTS IN OR