REINSTATED (AS THE CASE MAY
BE) IF AT ANY TIME PAYMENT OF ALL OR ANY PART OF ANY SUM PAYABLE PURSUANT TO THE
LEASE IS RESCINDED OR OTHERWISE REQUIRED TO BE RETURNED BY THE PAYEE UPON THE
INSOLVENCY, BANKRUPTCY, DISSOLUTION, LIQUIDATION OR REORGANIZATION OF THE PAYOR,
ALL AS THOUGH SUCH PAYMENT TO LANDLORD HAD NOT BEEN MADE, REGARDLESS OF WHETHER
LANDLORD CONTESTED THE ORDER REQUIRING THE RETURN OF SUCH PAYMENT.
THE
OBLIGATIONS OF GUARANTOR PURSUANT TO THE PRECEDING SENTENCE SHALL SURVIVE ANY
TERMINATION, CANCELLATION, OR RELEASE OF THIS GUARANTY;
(H)
GUARANTOR HEREBY GRANTS LANDLORD PERMISSION
TO DELIVER TO ANY PARTY HOLDING A MORTGAGE OR DEED OF TRUST ON ALL OR ANY
PORTION OF THE PREMISES (EACH HEREIN A "MORTGAGEE") COPIES OF ALL FINANCIAL
STATEMENTS AND REPORTS REQUIRED TO BE DELIVERED BY TENANT TO LANDLORD UNDER THE
LEASE;
(I)
UPON TEN (10) DAYS' PRIOR NOTICE,
GUARANTOR WILL PERMIT LANDLORD AND ITS PROFESSIONAL REPRESENTATIVES TO VISIT
GUARANTOR'S OFFICES, AND DISCUSS GUARANTOR'S AFFAIRS AND FINANCES WITH
APPROPRIATE OFFICERS, AND WILL MAKE AVAILABLE SUCH INFORMATION AS LANDLORD MAY
REASONABLY REQUEST BEARING ON GUARANTOR, THE PREMISES OR THE LEASE, AND LANDLORD
SHALL MAINTAIN THE CONFIDENTIALITY OF ANY INFORMATION DESIGNATED BY GUARANTOR AS
"NONPUBLIC" AND LANDLORD WILL EXECUTE AND USE ITS REASONABLE EFFORTS TO CAUSE
LANDLORD'S PROFESSIONAL REPRESENTATIVES TO EXECUTE APPROPRIATE CONFIDENTIALITY
AGREEMENTS; AND
(j)
On the date hereof after giving effect
to this Guaranty, the Guarantor will be Solvent.
As used in this paragraph, the
term "Solvent" means, with respect to a particular date, that on such date(A)
the present fair market value (or present fair saleable value) of the assets of
Guarantor is not less than the total amount required to pay the probable
liabilities of Guarantor on its total existing debts and liabilities (including
contingent liabilities) as they become absolute and matured, (B) Guarantor is
able to realize upon its assets and pay its debts and other liabilities,
contingent obligations and commitments as they mature and become due in the
normal course of business, (C) Guarantor is not incurring debts or liabilities
beyond its ability to pay as such debts and liabilities mature and (D) Guarantor
is not engaged in any business or transaction, and is not about to engage in any
business or transaction, for which its property would constitute unreasonably
small capital after giving due consideration to the prevailing practice in the
industry in which Guarantor is engaged.
In computing the amount of such
contingent liabilities at any time, it is intended that such liabilities will be
computed at the amount that, in the light of all the facts and circumstances
existing at such time, represents the amount that can reasonably be expected to
become an actual or matured liability.
4.
CONTINUING GUARANTY.
GUARANTOR AGREES
THAT THE OBLIGATIONS OF GUARANTOR TO LANDLORD HEREUNDER CONSTITUTE AN ABSOLUTE,
PRESENT, PRIMARY, CONTINUING, IRREVOCABLE, UNLIMITED, UNCONDITIONAL GUARANTY OF
PAYMENT AND PERFORMANCE AND, WITHOUT LIMITATION, IS NOT CONDITIONED OR
CONTINGENT UPON ANY EFFORT TO ATTEMPT TO SEEK PAYMENT OR PERFORMANCE FROM ANY
OTHER PERSON OR