THE CONTRARY, GUARANTOR SHALL HAVE NO RIGHT TO DELEGATE OR OTHERWISE TRANSFER
ITS DUTIES OR OBLIGATIONS UNDER THIS GUARANTY.
4.
SUBORDINATION.
GUARANTOR DOES HEREBY CONSENT THAT, WITHOUT
AFFECTING THE LIABILITY OF GUARANTOR UNDER THIS GUARANTY AND WITHOUT NOTICE TO
GUARANTOR: (A) TIME MAY BE GIVEN BY GUARANTEED PARTIES TO OPERATOR LP TO MAKE
THE CLAWBACK PAYMENT AND ANY PAYMENTS REQUIRED PURSUANT TO A CLAIM UNDER THE
INDEMNITY OBLIGATIONS, OR (B) THE GUARANTEED PARTIES MAY AVAIL THEMSELVES OF OR
EXERCISE ANY OR ALL OF THE RIGHTS AND REMEDIES AGAINST OPERATOR LP PROVIDED BY
LAW OR BY THE AGREEMENT OR THE CONTRIBUTION AGREEMENT, AND MAY PROCEED EITHER
AGAINST OPERATOR LP ALONE OR JOINTLY AGAINST OPERATOR LP AND GUARANTOR OR
AGAINST GUARANTOR ALONE.
GUARANTOR DOES HEREBY FURTHER AGREE THAT WITH RESPECT
TO ANY PAYMENTS MADE BY GUARANTOR HEREUNDER, GUARANTOR SHALL NOT HAVE ANY RIGHTS
BASED ON SURETYSHIP, SUBROGATION OR OTHERWISE TO STAND IN THE PLACE OF THE
GUARANTEED PARTIES SO AS TO COMPETE WITH THE GUARANTEED PARTIES AS A CREDITOR OF
OPERATOR LP, AND GUARANTOR HEREBY WAIVES ALL SUCH RIGHTS TO THE FULLEST EXTENT
PERMITTED BY LAW.
GUARANTOR AGREES THAT ANY AND ALL DEBTS AND LIABILITIES NOW
OR HEREAFTER ARISING AND OWING TO GUARANTOR BY OPERATOR LP, OR TO ANY OTHER
PARTY LIABLE TO INVESTOR LP OR THE PARTNERSHIP, ARE HEREBY SUBORDINATED TO THE
GUARANTEED PARTIES' CLAIMS AGAINST OPERATOR LP.
5.
REPRESENTATIONS AND WARRANTIES.
THE UNDERSIGNED REPRESENTS AND
WARRANTS THAT, AS OF THE DATE HEREOF:
(A)
GUARANTOR HAS THE FULL RIGHT AND AUTHORITY AND HAS OBTAINED ANY AND ALL
APPROVALS, AND ALL OTHER REQUISITE ORGANIZATIONAL ACTION HAS BEEN TAKEN, ALL AS
REQUIRED FOR GUARANTOR TO ENTER INTO THIS GUARANTY.
THIS GUARANTY HAS BEEN
AUTHORIZED AND PROPERLY EXECUTED AND CONSTITUTES THE VALID AND BINDING
OBLIGATIONS OF GUARANTOR, ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS.
(B)
THE EXECUTION, DELIVERY AND PERFORMANCE BY GUARANTOR OF THIS GUARANTY WILL
NOT RESULT IN ANY VIOLATION OF, BE IN CONFLICT WITH, OR CONSTITUTE A DEFAULT
UNDER, WITH OR WITHOUT THE PASSAGE OF TIME OR THE GIVING OF NOTICE: (I) ANY
PROVISION OF GUARANTOR'S ORGANIZATIONAL DOCUMENTS; (II) ANY PROVISION OF ANY
JUDGMENT, DECREE OR ORDER TO WHICH GUARANTOR IS A PARTY OR BY WHICH IT OR ANY OF
ITS PROPERTY OR ASSETS IS BOUND; (III) ANY CONTRACT TO WHICH GUARANTOR IS A
PARTY OR BY WHICH IT OR ANY OF ITS PROPERTY OR ASSETS IS BOUND; OR (IV) ANY
STATUTE, RULE OR GOVERNMENTAL REGULATION APPLICABLE TO GUARANTOR OR ANY OF ITS
PROPERTY OR ASSETS.
(C)
GUARANTOR IS SOLVENT OR IS OTHERWISE ABLE TO PAY ANY AND ALL OF ITS DEBTS
AND OTHER OBLIGATIONS AS THEY COME DUE, AND THE OBLIGATIONS AND LIABILITIES
UNDERTAKEN BY GUARANTOR, AS SET FORTH HEREIN, SHALL NOT RENDER THE GUARANTOR
INSOLVENT OR OTHERWISE UNABLE TO PAY ANY OR ALL OF ITS DEBTS AND OTHER
OBLIGATIONS AS THEY COME DUE.
6.
DEFAULT.
THE OCCURRENCE OF ANY OF THE FOLLOWING EVENTS SHALL, AT
THE ELECTION OF GUARANTEED PARTIES, BE DEEMED A DEFAULT BY GUARANTOR ("DEFAULT")
UNDER THIS GUARANTY: (A)