CLASS A NOTE PURCHASE
AGREEMENT, THE CLASS B NOTE PURCHASE AGREEMENT AND THE RELATED DOCUMENTS AND ALL
RELATED DOCUMENTS AND FILINGS, AND GUARANTOR IS NOT RELYING ON THE DEAL AGENT
WITH RESPECT TO ANY OF THE AFORESAID ITEMS. GUARANTOR HAS ESTABLISHED ADEQUATE
MEANS OF OBTAINING FROM ISSUER ON A CONTINUING BASIS FINANCIAL AND OTHER
INFORMATION PERTAINING TO ISSUER'S FINANCIAL CONDITION. GUARANTOR AGREES TO KEEP
ADEQUATELY INFORMED FROM SUCH MEANS OF ANY FACTS, EVENTS OR CIRCUMSTANCES WHICH
MIGHT IN ANY WAY AFFECT GUARANTOR'S RISKS HEREUNDER, AND GUARANTOR FURTHER
AGREES THAT THE DEAL AGENT SHALL HAVE NO OBLIGATION TO DISCLOSE TO GUARANTOR
INFORMATION OR
4
MATERIAL WITH RESPECT TO ISSUER ACQUIRED IN THE COURSE OF THE DEAL AGENT'S
RELATIONSHIP WITH ISSUER.
SECTION 8.
TOLLING OF STATUTE OF LIMITATIONS.
GUARANTOR AGREES
THAT ANY PAYMENT OR PERFORMANCE OF ANY OF THE TERMS OF THE GUARANTEED
INDEBTEDNESS OR OTHER ACTS WHICH TOLLS ANY STATUTE OF LIMITATIONS APPLICABLE TO
THE GUARANTEED INDEBTEDNESS SHALL ALSO TOLL THE STATUTE OF LIMITATIONS
APPLICABLE TO GUARANTOR'S LIABILITY UNDER THIS GUARANTY.
SECTION 9.
WAIVER.
GUARANTOR HEREBY EXPRESSLY WAIVES DILIGENCE,
PRESENTMENT, DEMAND FOR PAYMENT, PROTEST, BENEFIT OF ANY STATUTE OF LIMITATIONS
AFFECTING ISSUER'S LIABILITY UNDER THE CLASS B NOTES OR THE INDENTURE OR THE
ENFORCEMENT OF THIS GUARANTY, DISCHARGE DUE TO ANY DISABILITY OF ISSUER, ANY
DEFENSES OF ISSUER TO ITS OBLIGATIONS UNDER THE CLASS B NOTES OR THE INDENTURE
NOT ARISING UNDER THE EXPRESS TERMS OF THE CLASS B NOTES OR THE INDENTURE OR
FROM A MATERIAL BREACH THEREOF BY DEAL AGENT OR A CLASS B PURCHASER WHICH UNDER
THE LAW HAS THE EFFECT OF DISCHARGING ISSUER FROM THE GUARANTEED INDEBTEDNESS AS
TO WHICH THIS GUARANTY IS SOUGHT TO BE ENFORCED, THE BENEFIT OF ANY ACT OR
OMISSION BY THE DEAL AGENT OR A CLASS B PURCHASER THAT DIRECTLY OR INDIRECTLY
RESULTS IN OR AIDS THE DISCHARGE OF ISSUER FROM ANY OF THE GUARANTEED
INDEBTEDNESS BY OPERATION OF LAW OR OTHERWISE, ALL NOTICES WHATSOEVER,
INCLUDING, WITHOUT LIMITATION, NOTICE OF ACCEPTANCE OF THIS GUARANTY AND THE
INCURRING OF THE GUARANTEED INDEBTEDNESS, AND ANY REQUIREMENT THAT THE DEAL
AGENT OR A CLASS B PURCHASER EXHAUST ANY RIGHT, POWER OR REMEDY OR PROCEED
AGAINST ISSUER, THE COLLATERAL OR ANY OTHER GUARANTOR OF, OR ANY OTHER PERSON
LIABLE FOR, ANY OF THE GUARANTEED INDEBTEDNESS, OR ANY PORTION THEREOF.
GUARANTOR SPECIFICALLY AGREES THAT IT WILL NOT BE NECESSARY OR REQUIRED, AND
GUARANTOR SHALL NOT BE ENTITLED TO REQUIRE, THAT DEAL AGENT OR A CLASS B
PURCHASER FILE SUIT OR PROCEED TO ASSERT OR OBTAIN A CLAIM FOR PERSONAL JUDGMENT
AGAINST ISSUER FOR THE GUARANTEED INDEBTEDNESS, OR TO MAKE ANY EFFORT AT
COLLECTION OR ENFORCEMENT OF THE GUARANTEED INDEBTEDNESS FROM ISSUER OR FILE
SUIT OR PROCEED TO OBTAIN OR ASSERT A CLAIM FOR PERSONAL JUDGMENT AGAINST
GUARANTOR OR ANY OTHER GUARANTOR OR OTHER PARTY LIABLE FOR THE GUARANTEED
INDEBTEDNESS OR MAKE ANY EFFORT AT COLLECTION OF THE GUARANTEED INDEBTEDNESS
FROM ANY SUCH PARTY OR EXERCISE OR ASSERT ANY OTHER RIGHT OR REMEDY TO WHICH THE
DEAL