VALIDLY EXISTING AND IN
GOOD STANDING UNDER THE LAWS OF THE JURISDICTION IN WHICH IT WAS INCORPORATED,
AND IS QUALIFIED TO DO BUSINESS AND IS IN GOOD STANDING AS A FOREIGN CORPORATION
IN EACH OTHER STATE OR JURISDICTION WHERE THE CHARACTER OF THE PROPERTY OWNED OR
THE NATURE OF ITS BUSINESS REQUIRES IT TO BE SO QUALIFIED;
(B)
NEITHER THE EXECUTION NOR DELIVERY OF THIS GUARANTY OR ANY OF THE
OTHER DOCUMENTS RELATED HERETO NOR PERFORMANCE OF NOR COMPLIANCE WITH THE TERMS
AND PROVISIONS HEREOF OR THEREOF WILL CONFLICT WITH OR RESULT IN A BREACH OF ANY
LAWS, STATUTES, CODES, RULES, ORDINANCES, ORDERS, JUDGMENTS, DECREES,
INJUNCTIONS, RULES, REGULATIONS, PERMITS, LICENSES, AUTHORIZATIONS OR ORDERS OF
ANY GOVERNMENTAL DEPARTMENT, COMMISSION, BOARD, COURTS, AUTHORITY OR AGENCY
(COLLECTIVELY, "LAWS AND PERMITS") OR ANY OTHER AGREEMENT OR INSTRUMENT BINDING
UPON GUARANTOR OR ANY OF ITS PROPERTY (COLLECTIVELY, "PROPERTY"), OR CONFLICT
WITH OR RESULT IN A BREACH OF ANY PROVISION OF THE CHARTER DOCUMENTS OR BY-LAWS
OF GUARANTOR.
NO AUTHORIZATION, CONSENT OR APPROVAL OR OTHER ACTION BY, AND NO
NOTICE TO OR FILING WITH, ANY GOVERNMENTAL AUTHORITY IS REQUIRED TO BE OBTAINED
OR MADE BY GUARANTOR FOR THE DUE EXECUTION, DELIVERY AND PERFORMANCE BY
GUARANTOR OF THIS GUARANTY;
(C)
GUARANTOR HAS FULL POWER AND AUTHORITY TO EXECUTE, DELIVER AND
PERFORM THIS GUARANTY AND TO INCUR THE OBLIGATIONS PROVIDED FOR HEREIN, ALL OF
WHICH HAVE BEEN DULY AUTHORIZED BY ALL PROPER AND NECESSARY COMPANY ACTION.
NO
CONSENT OR APPROVAL IS REQUIRED AS A CONDITION TO THE VALIDITY OR PERFORMANCE
OF, OR THE EXERCISE BY BANK OF ANY OF ITS RIGHTS AND REMEDIES UNDER THIS
GUARANTY;
(D)
THIS GUARANTY CONSTITUTES LEGAL, VALID AND BINDING OBLIGATIONS
ENFORCEABLE AGAINST GUARANTOR IN ACCORDANCE WITH ITS TERMS, AND ITS EXECUTION
AND PERFORMANCE WILL NOT CAUSE A BREACH, OR AN ACT WHICH WITH THE PASSAGE OF
TIME OR THE GIVING OF NOTICE, OR BOTH, WOULD CONSTITUTE A BREACH, OF ANY OTHER
AGREEMENT TO WHICH GUARANTOR IS A PARTY OR TO WHICH ANY OF ITS RESPECTIVE
PROPERTIES IS SUBJECT;
(E)
GUARANTOR IS NOW, AFTER GIVING EFFECT TO THIS GUARANTY, AND AT ALL
TIMES DURING THE TERM OF THIS GUARANTY SHALL BE, SOLVENT;
(F)
THE PRINCIPAL PLACE OF BUSINESS OF GUARANTOR IS 1855 GATEWAY
DRIVE, SUITE 700, CONCORD, CA 94520-3200.
(G)
THERE IS NO ACTION, SUIT OR PROCEEDING AT LAW OR IN EQUITY OR BY
OR BEFORE ANY GOVERNMENTAL INSTRUMENTALITY OR OTHER AGENCY, DOMESTIC OR FOREIGN,
NOW PENDING OR, TO THE KNOWLEDGE OF GUARANTOR, THREATENED AGAINST GUARANTOR OR
ANY PROPERTY OR RIGHTS OF GUARANTOR, THE EFFECT OF WHICH WOULD RESULT IN A
MATERIAL ADVERSE CHANGE TO GUARANTOR'S BUSINESS, OPERATIONS OR
11
FINANCIAL STATEMENTS.
GUARANTOR IS NOT IN DEFAULT IN ANY MATERIAL RESPECT WITH
RESPECT TO ANY JUDGMENT, WRIT, INJUNCTION, DECREE, RULE OR REGULATION APPLICABLE
TO GUARANTOR OF ANY COURT OR GOVERNMENTAL INSTRUMENTALITY OR OTHER AGENCY,
DOMESTIC OR FOREIGN, WHICH WOULD RESULT IN A MATERIAL ADVERSE CHANGE TO
GUARANTOR'S BUSINESS, OPERATIONS OR FINANCIAL STATEMENTS;
(H)
NEITHER THIS GUARANTY NOR ANY OF THE OTHER CERTIFICATES,
STATEMENTS