GUARANTOR MAY NOW HAVE, OR HEREAFTER MAY HAVE AGAINST ANY OTHER
PARTY LIABLE TO THE GUARANTEED PARTIES IN ANY MANNER (IV) ANY AND ALL SURETYSHIP
OR OTHER DEFENSES IN THE NATURE THEREOF; (E) ALL RIGHTS OF CONTRIBUTION AND
SUBROGATION WHICH IT MAY HAVE AGAINST OPERATOR LP; (F) ANY RIGHTS TO APPROVE OR
CONSENT TO ANY FUTURE AMENDMENT, EXTENSION, TERMINATION OR OTHER MODIFICATION TO
THE AGREEMENT; AND (G) ANY FAILURE BY THE GUARANTEED PARTIES TO INFORM GUARANTOR
OF ANY FACTS THE GUARANTEED PARTIES MAY NOW OR HEREAFTER KNOW ABOUT OPERATOR LP
OR THE AGREEMENT, IT BEING UNDERSTOOD AND AGREED THAT GUARANTOR HAS AND WILL
MAINTAIN KNOWLEDGE OF AND IS FAMILIAR WITH OPERATOR LP'S FINANCIAL CONDITION AND
BUSINESS AFFAIRS, AND THAT THE GUARANTEED PARTIES HAVE NO DUTY SO TO INFORM, AND
THAT GUARANTOR IS FULLY RESPONSIBLE FOR BEING AND REMAINING INFORMED BY,
OPERATOR LP BEARING ON THIS GUARANTY.
3.
CONTINUING NATURE OF GUARANTY.
THIS IS A CONTINUING GUARANTY.
GUARANTOR AGREES THAT: (A) THIS GUARANTY SHALL INURE TO THE BENEFIT OF AND MAY
BE ENFORCED BY INVESTOR LP AND ANY SUBSEQUENT PERMITTED ASSIGNEE OF INVESTOR
LP'S PARTNERSHIP INTEREST IN THE PARTNERSHIP WITH RESPECT TO THE CLAWBACK
PAYMENT AND GUARANTEED PARTIES WITH RESPECT TO THE INDEMNITY OBLIGATIONS, AND
SHALL BE BINDING UPON AND ENFORCEABLE AGAINST GUARANTOR, ITS SUCCESSORS, ASSIGNS
AND LEGAL REPRESENTATIVES; (B) TO THE EXTENT INVESTOR LP'S PARTNERSHIP INTEREST
IS ASSIGNED BY INVESTOR LP IN ACCORDANCE WITH THE TERMS OF THE AGREEMENT, THE
ASSIGNEE SHALL BE ENTITLED TO THE FULL BENEFIT OF THIS GUARANTY; (C) THIS
GUARANTY MAY BE ENFORCED AGAINST EITHER PARTY OR BOTH PARTIES CONSTITUTING
GUARANTOR WITHOUT FIRST RESORTING TO, OR EXHAUSTING ANY OTHER REMEDY WHICH
INVESTOR LP (OR ITS SUCCESSORS AND ASSIGNS) OR THE PARTNERSHIP MAY HAVE AGAINST
OPERATOR LP OR THE OTHER PARTY CONSTITUTING GUARANTOR; (D) THE GUARANTEED
PARTIES SHALL NOT BE REQUIRED TO PURSUE OR EXHAUST ANY OTHER REMEDIES BEFORE
INVOKING THE BENEFITS OF THIS GUARANTY; PROVIDED, HOWEVER, THAT ANY PURSUIT OF
ANY SUCH REMEDIES SHALL IN NO MANNER IMPAIR OR DIMINISH THE RIGHTS OF THE
GUARANTEED PARTIES UNDER THIS GUARANTY; (E) THIS IS A CONTINUING GUARANTY, AND
SHALL APPLY TO AND COVER THE GUARANTEED OBLIGATIONS, AND SHALL REMAIN IN FULL
FORCE AND EFFECT UNTIL THE FULL AND INDEFEASIBLE PERFORMANCE AND PAYMENT OF ALL
GUARANTEED OBLIGATIONS; (F) THIS GUARANTY SHALL BE BINDING UPON AND ENFORCEABLE
AGAINST GUARANTOR, NOTWITHSTANDING THE OCCURRENCE OF ANY ASSIGNMENT OF OPERATOR
LP'S PARTNERSHIP INTEREST, OR ANY PORTION THEREOF; AND (G) THIS GUARANTY SHALL
BE ENFORCEABLE AGAINST GUARANTOR NOTWITHSTANDING: (I) ANY FUTURE AMENDMENT OR
MODIFICATION OF THE AGREEMENT; OR (II) THE UNENFORCEABILITY OF THE AGREEMENT.
THIS GUARANTY SHALL CONTINUE IN FULL FORCE AND EFFECT IN THE EVENT OF ANY
BANKRUPTCY OF THE OPERATOR LP OR THE ASSIGNMENT OR TERMINATION OF THE AGREEMENT
IN ANY BANKRUPTCY.
IN THAT REGARD, GUARANTOR SHALL BE LIABLE TO THE GUARANTEED
PARTIES TO THE SAME EXTENT AS IF NO BANKRUPTCY OF OPERATOR LP HAD OCCURRED.
NOTWITHSTANDING ANYTHING IN THIS GUARANTY OR THE AGREEMENT THAT MAY APPEAR TO BE
TO
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