THE EVENT OF ANY DEFAULT BY BUYER IN PERFORMANCE OF THE
OBLIGATIONS, AS AFORESAID, GUARANTOR AGREES, ON DEMAND BY SELLER IN THE MANNER
PROVIDED BELOW IN SECTION 3, TO PERFORM ALL THE OBLIGATIONS AS ARE THEN OR
THEREAFTER TO BE PERFORMED UNDER THE TERMS OF THE TRANSACTION AGREEMENTS.
THE
PARTIES AGREE THAT (A) GUARANTOR'S OBLIGATIONS UNDER THIS GUARANTY SHALL BE
SUBJECT TO THE LIMITATIONS, EXCLUSIONS AND EXCULPATIONS OF LIABILITY SET FORTH
IN THE TRANSACTION AGREEMENTS INCLUDING WITH RESPECT TO THE PALMETTO LEASE, (B)
EXCEPT AS PROVIDED SECTION 6, BELOW, GUARANTOR MAY ASSERT ANY AND ALL DEFENSES,
SET-OFFS, OR COUNTERCLAIMS OF ANY KIND AVAILABLE TO BUYER SO AS TO DENY PAYMENT
RELATED TO THIS GUARANTY INCLUDING, WITHOUT LIMITATION, ANY SUCH RIGHTS ACQUIRED
BY GUARANTOR THROUGH SUBROGATION, ASSIGNMENT, OR OTHERWISE AND (C) THE
OBLIGATIONS OF GUARANTOR HEREUNDER ARE DEPENDENT UPON SELLER'S PERFORMANCE OF
ITS OBLIGATIONS UNDER THE TRANSACTION AGREEMENTS.
3.
SELLER SHALL MAKE ITS DEMAND FOR PAYMENT HEREUNDER BY DELIVERING
TO GUARANTOR A WRITTEN NOTICE WHICH: (I) STATES THAT IT IS A DEMAND REQUIRED
UNDER THIS GUARANTY FOR PAYMENT OF ONE OR MORE OF THE OBLIGATIONS, (II) SETS
FORTH THE AMOUNT AND THE BASIS FOR SUCH DEMAND, AND (III) IS SIGNED BY AN
AUTHORIZED OFFICER OF SELLER.
SUBJECT TO THE ASSERTION OF ANY RIGHTS IT HAS AS
REFERENCED IN SECTION 2 OR UNDER APPLICABLE LAW,
2
GUARANTOR SHALL MAKE PAYMENT TO SELLER OF THE AMOUNT SPECIFIED IN THE WRITTEN
DEMAND REFERENCED IN THE PRECEDING SENTENCE IN IMMEDIATELY AVAILABLE FUNDS NOT
LATER THAN THIRTY (30) DAYS AFTER THE DELIVERY OF THAT WRITTEN DEMAND.
4.
SUBJECT IN ALL CASES TO SECTION 2 OF THIS AGREEMENT, GUARANTOR
DOES HEREBY (A) WAIVE NOTICE OF ACCEPTANCE OF THIS GUARANTY BY SELLER; (B) WAIVE
ANY NOTICES OR DEMANDS THAT ARE NOT REQUIRED BY THIS GUARANTY OR THE TRANSACTION
AGREEMENTS; (C) AGREE NOT TO ASSERT ANY DEFENSE, RIGHT OF SET OFF OR OTHER CLAIM
WHICH GUARANTOR MAY HAVE AGAINST BUYER, TO THE EXTENT SUCH ASSERTION WILL AFFECT
OR DELAY THE PAYMENT IN FULL OF ALL AMOUNTS DUE SELLER UNDER THIS GUARANTY; AND
(D) WAIVE PRESENTMENT FOR PAYMENT, DEMAND FOR PAYMENT, NOTICE OF NONPAYMENT OR
DISHONOR, PROTEST AND NOTICE OF PROTEST, DILIGENCE IN COLLECTION AND ANY AND ALL
FORMALITIES WHICH OTHERWISE MIGHT BE LEGALLY REQUIRED TO CHARGE GUARANTOR WITH
LIABILITY.
SELLER SHALL HAVE NO OBLIGATION TO DISCLOSE OR DISCUSS WITH
GUARANTOR ITS ASSESSMENT OF THE FINANCIAL CONDITION OF BUYER.
GUARANTOR
AUTHORIZES SELLER, WITHOUT NOTICE TO, DEMAND OF, OR CONSENT FROM GUARANTOR (BUT
SUBJECT IN ALL CASES TO THE CONSENT OF BUYER), AND WITHOUT AFFECTING ITS
LIABILITY TO SELLER HEREUNDER (EXCEPT TO THE EXTENT THAT THE UNDERLYING
OBLIGATION HAS CHANGED), FROM TIME TO TIME TO RENEW, EXTEND, ACCELERATE OR
OTHERWISE CHANGE THE TIME OR PLACE FOR PAYMENT OF, OR OTHERWISE CHANGE THE TERMS
OF ALL, OR ANY PART OF, THE OBLIGATIONS.
NO MODIFICATION OR WAIVER OF ANY OF
THE PROVISIONS OF THIS GUARANTY SHALL BE BINDING UPON SELLER, EXCEPT AS
EXPRESSLY SET FORTH IN A WRITING DULY SIGNED AND DELIVERED