any untrue statement of
a material fact or omits to state a material fact necessary in order to make the
statements contained therein or herein not misleading. Guarantor is not
insolvent within the meaning of the United States Bankruptcy Code or any other
applicable law, code or regulation and the execution, delivery and performance
of this Guaranty will not render Guarantor insolvent.
(G)
CONSIDERATION. GUARANTOR IS THE OWNER, DIRECTLY OR INDIRECTLY, OF
LEGAL AND BENEFICIAL EQUITY INTERESTS IN BORROWER, AND AS SUCH WILL MATERIALLY
BENEFIT FROM THE MAKING OF THE LOAN.
4.
FINANCIAL STATEMENTS. GUARANTOR SHALL DELIVER TO LENDER,
(A) WITHIN 120 DAYS AFTER THE END OF EACH FISCAL YEAR OF GUARANTOR, A COMPLETE
COPY OF GUARANTOR'S ANNUAL FINANCIAL STATEMENTS, (B) IF REQUESTED BY LENDER,
WITHIN 60 DAYS AFTER THE END OF EACH FISCAL QUARTER OF GUARANTOR, FINANCIAL
STATEMENTS (INCLUDING A BALANCE SHEET AS OF THE END OF SUCH FISCAL QUARTER, A
STATEMENT OF INCOME AND EXPENSE FOR SUCH FISCAL QUARTER AND A CALCULATION OF
GUARANTOR'S NET WORTH, LIQUID NET WORTH AND AGGREGATE DEBT LEVERAGE RATIO AS OF
THE END OF SUCH FISCAL QUARTER) CERTIFIED BY GUARANTOR AND IN FORM, CONTENT,
LEVEL OF DETAIL AND SCOPE REASONABLY SATISFACTORY TO LENDER, AND (C) 20 DAYS
AFTER REQUEST BY LENDER, SUCH OTHER FINANCIAL INFORMATION WITH RESPECT TO
GUARANTOR AS LENDER MAY REASONABLY REQUEST.
5.
UNCONDITIONAL CHARACTER OF OBLIGATIONS OF GUARANTOR.
(A)
THE OBLIGATIONS OF GUARANTOR HEREUNDER SHALL BE IRREVOCABLE,
ABSOLUTE AND UNCONDITIONAL, IRRESPECTIVE OF THE VALIDITY, REGULARITY OR
ENFORCEABILITY, IN WHOLE OR IN PART, OF THE OTHER LOAN DOCUMENTS OR ANY
PROVISION THEREOF, OR THE ABSENCE OF ANY ACTION TO ENFORCE THE SAME, ANY WAIVER
OR CONSENT WITH RESPECT TO ANY PROVISION THEREOF, THE EXISTENCE IN THE LOAN
DOCUMENTS OF ANY SO-CALLED NON-RECOURSE PROVISION OR ANY OTHER PROVISION THEREIN
PURPORTING TO LIMIT IN WHOLE OR IN PART THE RECOURSE AVAILABLE AGAINST THE
BORROWER, THE RECOVERY OF ANY JUDGMENT AGAINST BORROWER, GUARANTOR OR ANY OTHER
PERSON OR ANY ACTION TO ENFORCE THE SAME, ANY FAILURE OR DELAY IN THE
ENFORCEMENT OF THE OBLIGATIONS OF BORROWER UNDER THE OTHER LOAN DOCUMENTS OR
GUARANTOR UNDER THIS GUARANTY, OR ANY SETOFF, COUNTERCLAIM, AND IRRESPECTIVE OF
ANY OTHER CIRCUMSTANCES WHICH MIGHT OTHERWISE LIMIT RECOURSE AGAINST GUARANTOR
BY LENDER OR CONSTITUTE A LEGAL OR EQUITABLE DISCHARGE OR DEFENSE OF A GUARANTOR
OR SURETY. LENDER MAY ENFORCE THE OBLIGATIONS OF GUARANTOR UNDER THIS GUARANTY
BY A PROCEEDING AT LAW, IN EQUITY OR OTHERWISE, INDEPENDENT OF ANY LOAN
FORECLOSURE OR SIMILAR PROCEEDING OR ANY DEFICIENCY ACTION AGAINST BORROWER OR
ANY OTHER PERSON AT ANY TIME, EITHER BEFORE OR AFTER AN ACTION AGAINST THE
PROPERTY OR ANY PART THEREOF, BORROWER OR ANY OTHER PERSON. THIS GUARANTY IS A
GUARANTY OF PAYMENT AND PERFORMANCE AND NOT MERELY A GUARANTY OF COLLECTION.
GUARANTOR WAIVES DILIGENCE, NOTICE OF ACCEPTANCE OF THIS GUARANTY, FILING OF
CLAIMS WITH ANY COURT, ANY PROCEEDING TO ENFORCE ANY PROVISION OF ANY OTHER LOAN
DOCUMENT, AGAINST GUARANTOR, BORROWER OR ANY OTHER PERSON, ANY RIGHT TO REQUIRE
A PROCEEDING FIRST AGAINST