CAUSES OF ACTION THAT MAY BE BASED UPON, ARISE OUT OF
OR RELATE TO THIS AGREEMENT, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF
THIS AGREEMENT MAY ONLY BE MADE AGAINST, THE ENTITIES THAT ARE EXPRESSLY
IDENTIFIED AS PARTIES HERETO AND NO PAST, PRESENT OR FUTURE AFFILIATE, DIRECTOR,
OFFICER, EMPLOYEE, INCORPORATOR, MEMBER, MANAGER, PARTNER, STOCKHOLDER, AGENT,
ATTORNEY OR REPRESENTATIVE OF ANY PARTY HERETO SHALL HAVE ANY LIABILITY FOR ANY
OBLIGATIONS OR LIABILITIES OF THE PARTIES TO THIS AGREEMENT OR FOR ANY CLAIM
BASED ON, IN RESPECT OF, OR BY REASON OF, THE TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 8.18
GUARANTEE.
(A)
GUARANTOR ABSOLUTELY, UNCONDITIONALLY AND IRREVOCABLY GUARANTEES
(THE "GUARANTEE") TO THE COMPANY EACH AND EVERY REPRESENTATION, WARRANTY,
COVENANT AND AGREEMENT OF EGI-TRB AND THE FULL AND TIMELY OBSERVANCE, PAYMENT,
PERFORMANCE AND DISCHARGE OF ITS OBLIGATIONS UNDER THE PROVISIONS OF THE EGI-TRB
TRANSACTION DOCUMENTS (THE "OBLIGATIONS") AND NOT OF THEIR COLLECTIBILITY ONLY.
THIS GUARANTEE SHALL REMAIN IN FORCE AND EFFECT UNTIL PERFORMANCE IN FULL OF ALL
THE OBLIGATIONS, AND IS IN NO WAY CONDITIONED UPON ANY REQUIREMENT THAT THE
COMPANY FIRST ATTEMPT TO COLLECT ANY OF THE OBLIGATIONS FROM EGI-TRB OR RESORT
TO ANY COLLATERAL SECURITY OR OTHER MEANS OF OBTAINING PAYMENT.
(B)
IF ANY OF THE OBLIGATIONS HAVE BECOME IRRECOVERABLE FROM OR
UNENFORCEABLE AGAINST EGI-TRB IN WHOLE OR IN PART BY REASON OF EGI-TRB'S
INSOLVENCY, BANKRUPTCY OR REORGANIZATION, OR IF THE COLLECTION OR ENFORCEMENT OF
ANY OF THE OBLIGATIONS SHALL BE STAYED, OR THE OBLIGATIONS SHALL BE DISCHARGED,
IN EACH CASE IN ANY INSOLVENCY, BANKRUPTCY OR REORGANIZATION OF EGI-TRB, THIS
GUARANTEE SHALL NOTWITHSTANDING ANY OF THE PRECEDING NEVERTHELESS BE BINDING ON
GUARANTOR AND THE ENFORCEABILITY OF THIS GUARANTEE IN ACCORDANCE WITH ITS TERMS
SHALL NOT BE AFFECTED THEREBY.
(C)
GUARANTOR WAIVES PROMPTNESS, DILIGENCE, PRESENTMENT, DEMAND,
PROTEST, NOTICE OF ACCEPTANCE, ANY RIGHT TO REQUIRE THE MARSHALLING OF ASSETS OF
EGI-TRB, AND ALL SURETYSHIP DEFENSES GENERALLY. WITHOUT LIMITING THE GENERALITY
OF THE FOREGOING, GUARANTOR AGREES THAT ITS OBLIGATIONS HEREUNDER SHALL NOT BE
RELEASED OR DISCHARGED, IN WHOLE OR IN PART, OR OTHERWISE AFFECTED BY (I) THE
FAILURE OF THE COMPANY TO ASSERT ANY CLAIM OR DEMAND OR TO ENFORCE ANY RIGHT OR
REMEDY AGAINST EGI-TRB; (II) THE ADDITION, SUBSTITUTION OR RELEASE OF ANY ENTITY
OR OTHER PERSON PRIMARILY OR SECONDARILY LIABLE FOR ANY OBLIGATION; (III) THE
ADEQUACY OF ANY OTHER MEANS THE COMPANY MAY HAVE OF OBTAINING REPAYMENT OF ANY
OF THE OBLIGATIONS; OR (IV) OTHER ACTS OR OMISSIONS WHICH MIGHT IN ANY MANNER OR
TO ANY EXTENT VARY THE RISK OF GUARANTOR OR OTHERWISE OPERATE AS A RELEASE OR
DISCHARGE OF GUARANTOR.
THE AGREEMENTS AND WAIVERS OF GUARANTOR SET FORTH ABOVE
IN THIS SECTION 8.18(C) SHALL NOT OPERATE TO WAIVE, AFFECT OR IMPAIR (X) ANY OF
THE RIGHTS OF EGI-TRB UNDER THE MERGER AGREEMENT, THIS AGREEMENT OR ANY OF THE
OTHER EGI-TRB TRANSACTION DOCUMENTS, INCLUDING BUT NOT LIMITED TO ANY RIGHT TO
RECEIVE NOTICE, OR PREJUDICE ANY RIGHT OF THE OBLIGOR TO ASSERT ANY DEFENSE,
COUNTERCLAIM OR SETOFF OTHERWISE APPLICABLE TO ANY OF THE