AGENT, GENERAL OR LIMITED PARTNER, MANAGER, MEMBER,
STOCKHOLDER, AFFILIATE OR ASSIGNEE OF ANY OF THE FOREGOING; PROVIDED, THAT, IF
THE PERSON IS AN OTHER GUARANTOR, SUCH PERSON SHALL ALSO HAVE SUCH OBLIGATIONS
TO COMPANY AS ARE SET FORTH IN THE OTHER GUARANTEE OF SUCH PERSON.
(D)
THE COMPANY HEREBY COVENANTS AND AGREES THAT IT SHALL NOT
INSTITUTE, DIRECTLY OR INDIRECTLY, AND SHALL CAUSE ITS SUBSIDIARIES AND
CONTROLLED AFFILIATES NOT TO INSTITUTE, IN THE NAME OF OR ON BEHALF OF THE
COMPANY OR ANY OTHER PERSON, ANY PROCEEDING OR BRING ANY OTHER CLAIM ARISING
UNDER THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY, AGAINST THE
GUARANTOR OR THE SPONSOR AFFILIATES EXCEPT FOR CLAIMS AGAINST THE GUARANTOR
UNDER THIS LIMITED GUARANTEE (SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN), ANY
CLAIMS AGAINST ANY SPONSOR AFFILIATE THAT IS AN OTHER GUARANTOR UNDER AN OTHER
GUARANTEE, ANY CLAIMS FOR EQUITABLE RELIEF PERMITTED UNDER SECTION 9.12 OF THE
MERGER AGREEMENT, OR ANY CLAIMS PERMITTED UNDER THE CONFIDENTIALITY AGREEMENT.
(E)
THE COMPANY ACKNOWLEDGES THAT THE GUARANTOR IS AGREEING TO ENTER
INTO THIS LIMITED GUARANTEE IN RELIANCE ON THE PROVISIONS SET FORTH IN SECTIONS
2(B) THROUGH (E). SECTIONS 2(B), 2(C), 2(D) AND 2(E) SHALL SURVIVE TERMINATION
OF THIS LIMITED GUARANTEE.
3.
CHANGES IN OBLIGATIONS; CERTAIN WAIVERS.
THE GUARANTOR AGREES
THAT THE COMPANY MAY AT ANY TIME AND FROM TIME TO TIME, WITHOUT NOTICE TO OR
FURTHER CONSENT OF THE GUARANTOR, EXTEND THE TIME OF PAYMENT OF ANY OF THE
OBLIGATIONS, AND ALSO MAY MAKE ANY AGREEMENT WITH ONE OR BOTH OF THE BUYER
PARTIES OR ANY OTHER GUARANTOR FOR THE EXTENSION, RENEWAL, PAYMENT, COMPROMISE,
DISCHARGE OR RELEASE THEREOF, IN WHOLE OR IN PART, OR FOR ANY MODIFICATION OF
THE TERMS THEREOF OR OF ANY AGREEMENT BETWEEN THE COMPANY, ON THE ONE HAND, AND
ONE OR BOTH OF THE BUYER PARTIES OR ANY OTHER GUARANTOR, ON THE OTHER HAND,
WITHOUT IN ANY
3
WAY IMPAIRING OR AFFECTING THE GUARANTOR'S OBLIGATIONS UNDER THIS LIMITED
GUARANTEE.
THE GUARANTOR AGREES THAT THE OBLIGATIONS OF THE GUARANTOR HEREUNDER
SHALL NOT BE RELEASED OR DISCHARGED, IN WHOLE OR IN PART, OR OTHERWISE AFFECTED
BY: (A) THE FAILURE OF THE COMPANY TO ASSERT ANY CLAIM OR DEMAND OR TO ENFORCE
ANY RIGHT OR REMEDY AGAINST ONE OR BOTH OF THE BUYER PARTIES OR ANY OTHER
GUARANTOR; (B) ANY CHANGE IN THE TIME, PLACE OR MANNER OF PAYMENT OF ANY OF THE
OBLIGATIONS OR ANY RESCISSION, WAIVER, COMPROMISE, CONSOLIDATION OR OTHER
AMENDMENT OR MODIFICATION OF ANY OF THE TERMS OR PROVISIONS OF THE MERGER
AGREEMENT, ANY OTHER GUARANTEE, OR ANY OTHER AGREEMENT EVIDENCING, SECURING OR
OTHERWISE EXECUTED IN CONNECTION WITH ANY OF THE OBLIGATIONS (PROVIDED THAT ANY
SUCH CHANGE, RESCISSION, WAIVER, COMPROMISE, CONSOLIDATION OR OTHER AMENDMENT OR
MODIFICATION SHALL BE SUBJECT TO THE PRIOR WRITTEN CONSENT OF THE BUYER PARTIES
TO THE EXTENT EXPRESSLY REQUIRED BY THE MERGER AGREEMENT OR TO THE PRIOR WRITTEN
CONSENT OF ANY OF THE APPLICABLE OTHER GUARANTORS, TO THE EXTENT EXPRESSLY
REQUIRED BY ANY OF THE OTHER GUARANTEES); (C) THE ADDITION,