VENTURE LP LLC, a Delaware limited liability company ("Operator LP"),
and, accordingly, Guarantor will derive significant direct and indirect benefit
from the relationship between the Investor Partners and the Operator Partners
set forth in the Agreement; and
WHEREAS, Guarantor has agreed to execute and deliver this Guaranty in favor of
Investor LP and the Partnership for the limited purposes set forth herein.
NOW, THEREFORE, in consideration of the execution and delivery of both the
Agreement and the Contribution Agreement by Investor LP, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Guarantor agrees as follows:
1.
GUARANTY.
GUARANTOR HEREBY ABSOLUTELY, UNCONDITIONALLY AND
IRREVOCABLY GUARANTEES THE FULL AND TIMELY PAYMENT OF ANY AND ALL AMOUNTS
PAYABLE BY OPERATOR LP (AND/OR OPERATOR LP'S SUCCESSOR(S) IN INTEREST TO ITS
PARTNERSHIP INTERESTS) (A) TO INVESTOR LP (AND/OR INVESTOR LP'S SUCCESSOR(S) IN
INTEREST TO ITS PARTNERSHIP INTERESTS) PURSUANT TO SECTION 5.4(A) OF THE
AGREEMENT (THE "CLAWBACK PAYMENT") AND (B) TO INVESTOR LP (AND/OR INVESTOR LP'S
SUCCESSOR(S) IN INTEREST TO ITS PARTNERSHIP INTERESTS) AND THE PARTNERSHIP
PURSUANT TO SECTION 7.4(A) OF THE CONTRIBUTION AGREEMENT (THE "INDEMNITY
OBLIGATIONS", AND TOGETHER WITH THE CLAWBACK PAYMENT, THE "GUARANTEED
OBLIGATIONS"). INVESTOR LP AND, WITH RESPECT TO OBLIGATIONS UNDER SECTION 7.4 OF
THE CONTRIBUTION AGREEMENT ONLY, THE PARTNERSHIP, SHALL BE REFERRED TO TOGETHER
HEREIN AS THE "GUARANTEED PARTIES".
THIS IS A GUARANTY OF PAYMENT AND NOT OF
COLLECTION.
GUARANTOR SHALL FURTHER, ON DEMAND, REIMBURSE FOR ALL EXPENSES,
COLLECTION CHARGES AND ATTORNEYS' FEES INCURRED BY THE GUARANTEED PARTIES IN
ENDEAVORING TO COLLECT OR ENFORCE ANY OF THE GUARANTEED PARTIES' RIGHTS AND
REMEDIES AGAINST OPERATOR LP OR GUARANTOR IN CONNECTION WITH (X) THE PAYMENT OF
THE CLAWBACK PAYMENT OR (Y) THE PAYMENT OF ANY CLAIM ARISING FROM THE INDEMNITY
OBLIGATIONS.
THE LIABILITY OF GUARANTOR IS PRESENT, ABSOLUTE, UNCONDITIONAL,
CONTINUING, PRIMARY, DIRECT AND INDEPENDENT OF ALL THE OBLIGATIONS OF OPERATOR
LP.
NOTHING SHALL DISCHARGE OR SATISFY GUARANTOR'S LIABILITY HEREUNDER EXCEPT
THE FULL AND INDEFEASIBLE PERFORMANCE AND PAYMENT OF THE GUARANTEED OBLIGATIONS.
2.
WAIVERS BY GUARANTOR.
GUARANTOR WAIVES: (A) NOTICE OF ACCEPTANCE
OF THIS GUARANTY AND ALL NOTICES OR DEMANDS OF ANY KIND TO WHICH GUARANTOR MAY
BE ENTITLED, INCLUDING, WITHOUT LIMITATION, ALL DEMANDS OF PAYMENT AND NOTICE OF
DEFAULT, NON-PAYMENT, PROTEST AND DISHONOR TO GUARANTOR, (B) ANY RIGHT TO
REQUIRE GUARANTEED PARTIES TO (I) PROCEED AGAINST OPERATOR LP OR (II) PURSUE ANY
OTHER REMEDY WHICH GUARANTEED PARTIES MAY HAVE; (C) ANY AND ALL RIGHT TO A JURY
TRIAL IN ANY ACTUAL PROCEEDING BASED HEREON; (D) TO THE FULLEST EXTENT PERMITTED
UNDER APPLICABLE LAW, ANY AND ALL DEFENSES, COUNTERCLAIMS OR SETOFFS WHICH
GUARANTOR MAY NOW HAVE, OR HEREAFTER MAY HAVE, WITH RESPECT TO DEFENSES,
COUNTERCLAIMS OR SETOFFS RELATING TO OR ARISING OUT OF: (I) THE DUE EXECUTION
AND DELIVERY OF THIS GUARANTY, (II) ANY DEFENSE, COUNTERCLAIM OR SETOFF WHICH
GUARANTOR MAY NOW HAVE, OR HEREAFTER MAY HAVE, AGAINST OPERATOR LP (OR ANY
ENTITY RELATED TO OPERATOR LP), (III) ANY DEFENSE, CAUSE OF ACTION, COUNTERCLAIM
OR SETOFF WHICH