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 ENTITY OR 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 ON THE GUARANTOR OR
ITS ASSETS;
B.