OMISSION WHATSOEVER, WHETHER
CONTEMPLATED OR UNCONTEMPLATED, AND WHETHER OR NOT OTHERWISE OR PARTICULARLY
DESCRIBED HEREIN, WHICH OBLIGATION SHALL BE DEEMED SATISFIED ONLY UPON THE FULL
AND FINAL PAYMENT AND SATISFACTION OF THE GUARANTEED OBLIGATIONS.
8
ARTICLE III
REPRESENTATIONS, WARRANTIES AND COVENANTS
To induce Lender to enter into the Loan Documents and extend credit to Borrower,
Guarantor represents, warrants and covenants to Lender as follows:
SECTION 3.1
BENEFIT.
GUARANTOR IS AN AFFILIATE OF BORROWER, IS THE
OWNER OF AN INDIRECT INTEREST IN BORROWER, AND HAS RECEIVED, OR WILL RECEIVE,
DIRECT OR INDIRECT BENEFIT FROM THE MAKING OF THIS GUARANTY WITH RESPECT TO THE
GUARANTEED OBLIGATIONS.
SECTION 3.2
FAMILIARITY AND RELIANCE.
GUARANTOR IS FAMILIAR WITH,
AND HAS INDEPENDENTLY REVIEWED BOOKS AND RECORDS REGARDING, THE FINANCIAL
CONDITION OF THE BORROWER AND IS FAMILIAR WITH THE VALUE OF ANY AND ALL
COLLATERAL INTENDED TO BE CREATED AS SECURITY FOR THE PAYMENT OF THE NOTE OR
GUARANTEED OBLIGATIONS; HOWEVER, GUARANTOR IS NOT RELYING ON SUCH FINANCIAL
CONDITION OR THE COLLATERAL AS AN INDUCEMENT TO ENTER INTO THIS GUARANTY.
SECTION 3.3
NO REPRESENTATION BY LENDER.
NEITHER LENDER NOR ANY
OTHER PERSON HAS MADE ANY REPRESENTATION, WARRANTY OR STATEMENT TO GUARANTOR IN
ORDER TO INDUCE GUARANTOR TO EXECUTE THIS GUARANTY.
SECTION 3.4
GUARANTOR'S FINANCIAL CONDITION.
AS OF THE DATE HEREOF,
AND AFTER GIVING EFFECT TO THIS GUARANTY AND THE CONTINGENT OBLIGATION EVIDENCED
HEREBY, GUARANTOR IS, AND INTENDS TO REMAIN, SOLVENT, AND HAS AND INTENDS TO
HAVE ASSETS WHICH, FAIRLY VALUED, EXCEED ITS OBLIGATIONS, LIABILITIES (INCLUDING
CONTINGENT LIABILITIES) AND DEBTS, INCLUDING WITHOUT LIMITATION, THE GUARANTEED
OBLIGATIONS, AND HAS AND INTENDS TO HAVE PROPERTY AND ASSETS SUFFICIENT TO
SATISFY AND REPAY ITS OBLIGATIONS AND LIABILITIES, INCLUDING WITHOUT LIMITATION,
THE GUARANTEED OBLIGATIONS.
SECTION 3.5
LEGALITY.
THE EXECUTION, DELIVERY AND PERFORMANCE BY
GUARANTOR OF THIS GUARANTY AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREUNDER DO NOT AND WILL NOT CONTRAVENE OR CONFLICT WITH ANY LAW, STATUTE OR
REGULATION WHATSOEVER TO WHICH GUARANTOR IS SUBJECT OR CONSTITUTE A DEFAULT (OR
AN EVENT WHICH WITH NOTICE OR LAPSE OF TIME OR BOTH WOULD CONSTITUTE A DEFAULT)
UNDER, OR RESULT IN THE BREACH OF, ANY INDENTURE, MORTGAGE, DEED OF TRUST,
CHARGE, LIEN, OR ANY CONTRACT, AGREEMENT OR OTHER INSTRUMENT TO WHICH GUARANTOR
IS A PARTY OR WHICH MAY BE APPLICABLE TO GUARANTOR.
THIS GUARANTY IS A LEGAL
AND BINDING OBLIGATION OF GUARANTOR AND IS ENFORCEABLE IN ACCORDANCE WITH ITS
TERMS, EXCEPT AS LIMITED BY BANKRUPTCY, INSOLVENCY OR OTHER LAWS OF GENERAL
APPLICATION RELATING TO THE ENFORCEMENT OF CREDITORS' RIGHTS.
SECTION 3.6
CONSENTS.
NO CONSENT, APPROVAL, AUTHORIZATION OR ORDER
OF ANY COURT OR GOVERNMENTAL AUTHORITY OR OTHER PERSON IS REQUIRED FOR THE
EXECUTION, DELIVERY AND PERFORMANCE BY GUARANTOR OF, OR COMPLIANCE BY GUARANTOR
WITH, THIS GUARANTY OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY,
OTHER THAN THOSE WHICH HAVE BEEN OBTAINED BY GUARANTOR.
9
SECTION 3.7
LITIGATION.
THERE IS NO ACTION, SUIT, PROCEEDING OR
INVESTIGATION (INCLUDING ANY PERTAINING TO ANY ENVIRONMENTAL LAW) PENDING OR, TO
GUARANTOR'S KNOWLEDGE, THREATENED AGAINST GUARANTOR IN ANY COURT