OF THE PURCHASE AGREEMENT OR ANY OTHER AGREEMENT EVIDENCING,
SECURING OR OTHERWISE EXECUTED IN CONNECTION WITH ANY OF THE OBLIGATIONS,
(C) THE ADDITION, SUBSTITUTION OR RELEASE OF ANY OTHER PERSON INTERESTED IN THE
TRANSACTIONS CONTEMPLATED BY THE PURCHASE AGREEMENT; (D) ANY CHANGE IN THE
CORPORATE EXISTENCE, STRUCTURE OR OWNERSHIP OF BUYER OR ANY OTHER PERSON
INTERESTED IN THE TRANSACTIONS CONTEMPLATED BY THE PURCHASE AGREEMENT; (E) ANY
INSOLVENCY, BANKRUPTCY, REORGANIZATION OR OTHER SIMILAR
PROCEEDING AFFECTING BUYER OR ANY OTHER PERSON INTERESTED IN THE TRANSACTIONS
CONTEMPLATED IN THE PURCHASE AGREEMENT; (F) THE EXISTENCE OF ANY CLAIM, SET-OFF
OR OTHER RIGHTS WHICH THE GUARANTOR MAY HAVE AT ANY TIME AGAINST BUYER, WHETHER
IN CONNECTION WITH THE OBLIGATIONS OR OTHERWISE; OR (G) THE ADEQUACY OF ANY
OTHER MEANS THE COMPANY MAY HAVE OF OBTAINING PAYMENT OF THE OBLIGATIONS. THE
GUARANTOR WAIVES PROMPTNESS, DILIGENCE, NOTICE OF THE ACCEPTANCE OF THIS
GUARANTEE AND OF THE OBLIGATIONS, PRESENTMENT, DEMAND FOR PAYMENT, NOTICE OF
NON-PERFORMANCE, DEFAULT, DISHONOR AND PROTEST, NOTICE OF ANY OBLIGATIONS
INCURRED AND ALL OTHER NOTICES OF ANY KIND (EXCEPT FOR NOTICES TO BE PROVIDED TO
BUYER IN ACCORDANCE WITH THE PURCHASE AGREEMENT), ALL DEFENSES WHICH MAY BE
AVAILABLE BY VIRTUE OF ANY VALUATION, STAY, MORATORIUM LAW OR OTHER SIMILAR LAW
NOW OR HEREAFTER IN EFFECT, ANY RIGHT TO REQUIRE THE MARSHALLING OF ASSETS OF
BUYER OR ANY OTHER PERSON INTERESTED IN THE TRANSACTIONS CONTEMPLATED BY THE
PURCHASE AGREEMENT, AND ALL SURETYSHIP DEFENSES GENERALLY (OTHER THAN (I) FRAUD
OR WILLFUL MISCONDUCT BY THE COMPANY OR ANY OF ITS SUBSIDIARIES OR (II) ANY
DEFENSES TO THE PAYMENT OR PERFORMANCE OF THE OBLIGATIONS THAT ARE AVAILABLE TO
BUYER UNDER THE PURCHASE AGREEMENT OR (III) BREACH BY THE COMPANY OF THIS
GUARANTEE). THE GUARANTOR ACKNOWLEDGES THAT IT WILL RECEIVE SUBSTANTIAL DIRECT
AND INDIRECT BENEFITS FROM THE TRANSACTIONS CONTEMPLATED BY THE PURCHASE
AGREEMENT AND THAT THE WAIVERS SET FORTH IN THIS GUARANTEE ARE KNOWINGLY MADE IN
CONTEMPLATION OF SUCH BENEFITS. NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THIS GUARANTEE, THE COMPANY HEREBY AGREES THAT, TO THE EXTENT BUYER
IS RELIEVED OF ANY OBLIGATION UNDER THE PURCHASE AGREEMENT (OTHER THAN BY REASON
OF BANKRUPTCY OR INSOLVENCY OF THE BUYER, FRAUDULENT TRANSFER, FRAUDULENT
CONVEYANCE, MORATORIUM, REORGANIZATION AND OTHER DEFENSES EXPRESSLY WAIVED
HEREBY), THE GUARANTOR SHALL BE SIMILARLY RELIEVED OF SUCH OBLIGATION UNDER THIS
GUARANTEE.
4.
NO WAIVER.
NO FAILURE ON THE PART OF THE COMPANY TO EXERCISE,
AND NO DELAY IN EXERCISING, ANY RIGHT, REMEDY OR POWER HEREUNDER SHALL OPERATE
AS A WAIVER THEREOF, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE BY THE COMPANY OF
ANY RIGHT, REMEDY OR POWER HEREUNDER PRECLUDE ANY OTHER OR FUTURE EXERCISE OF
ANY RIGHT, REMEDY OR POWER HEREUNDER.
5.
REPRESENTATIONS AND WARRANTIES. THE GUARANTOR HEREBY REPRESENTS
AND WARRANTS THAT:
A.
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS GUARANTEE HAVE
BEEN DULY AUTHORIZED BY ALL NECESSARY ACTION AND DO NOT CONTRAVENE ANY PROVISION
OF THE GUARANTOR'S PARTNERSHIP AGREEMENT, OPERATING AGREEMENT OR SIMILAR
ORGANIZATIONAL DOCUMENTS OR ANY LAW, REGULATION, RULE, DECREE, ORDER, JUDGMENT
OR CONTRACTUAL RESTRICTION BINDING