PROVIDED FOR HEREIN.
10.
GUARANTOR WARRANTS AND ACKNOWLEDGES THAT: (A) LENDERS WOULD NOT
MAKE THE LOAN BUT FOR THIS GUARANTY; (B) THERE ARE NO CONDITIONS PRECEDENT TO
THE EFFECTIVENESS OF THIS GUARANTY AND THIS GUARANTY SHALL BE IN FULL FORCE AND
EFFECT AND BINDING ON GUARANTOR REGARDLESS OF WHETHER ADMINISTRATIVE AGENT
AND/OR LENDERS OBTAIN OTHER COLLATERAL OR ANY GUARANTIES FROM OTHERS OR TAKES
ANY OTHER ACTION CONTEMPLATED BY GUARANTOR; (C) GUARANTOR HAS ESTABLISHED
ADEQUATE MEANS OF OBTAINING FROM SOURCES OTHER THAN ADMINISTRATIVE AGENT AND
LENDERS, ON A CONTINUING BASIS, FINANCIAL AND OTHER INFORMATION PERTAINING TO
BORROWER'S FINANCIAL CONDITION, THE PROPERTY AND BORROWER'S ACTIVITIES RELATING
THERETO, AND THE STATUS OF BORROWER'S PERFORMANCE OF OBLIGATIONS UNDER THE LOAN
DOCUMENTS, AND 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 NEITHER ADMINISTRATIVE AGENT NOR ANY LENDER HAS MADE
REPRESENTATION TO GUARANTOR AS TO ANY SUCH MATTERS; (D) THE MOST RECENT
FINANCIAL STATEMENTS OF GUARANTOR PREVIOUSLY DELIVERED TO ADMINISTRATIVE AGENT
AND LENDERS ARE TRUE AND CORRECT IN ALL RESPECTS, HAVE BEEN PREPARED IN
ACCORDANCE WITH GAAP AND FAIRLY PRESENT THE FINANCIAL CONDITION OF GUARANTOR IN
ALL MATERIAL RESPECTS AS OF THE RESPECTIVE DATES THEREOF, AND NO MATERIAL
ADVERSE CHANGE HAS OCCURRED IN THE FINANCIAL CONDITION OF GUARANTOR SINCE THE
RESPECTIVE DATES THEREOF; AND (E) GUARANTOR SHALL NOT ENGAGE IN ANY GUARANTOR
SALE OR PLEDGE (AS DEFINED IN THE LOAN AGREEMENT) (OTHER THAN THE SALE OF
PUBLICLY TRADED SECURITIES IN GUARANTOR) THAT RESULTS IN A
3
change in Control of Guarantor unless Guarantor shall have obtained the prior
written consent of Administrative Agent and Lender (which shall not be
unreasonably withheld, conditioned or delayed) unless after giving effect to
such Guarantor Sale or Pledge, Guarantor (or the successor entity thereto) shall
be a Person that has and provides substantially the same or better experience
and expertise as Guarantor prior to such Guarantor Sale or Pledge in conducting
business of the nature currently conducted by Guarantor in respect of the
Property's type.
11.
SO LONG AS THE LOAN OR ANY OTHER OBLIGATION GUARANTEED HEREBY
REMAINS OUTSTANDING (OTHER THAN, FOLLOWING THE TERMINATION OF THE LOAN AGREEMENT
AND ALL OTHER LOAN DOCUMENTS, CONTINGENT INDEMNIFICATION OBLIGATIONS AS TO WHICH
NO CLAIM HAS BEEN MADE), GUARANTOR SHALL PROVIDE TO ADMINISTRATIVE AGENT FOR
DISTRIBUTION TO EACH OF THE LENDERS (I) WITHIN ONE HUNDRED TWENTY (120) DAYS
AFTER THE END OF EACH FISCAL YEAR, FINANCIAL STATEMENTS OF GUARANTOR COVERING
THE CORRESPONDING PERIOD THEN ENDED INCLUDING A BALANCE SHEET, INCOME AND
EXPENSES, CASH FLOW AND STATEMENT OF CHANGE IN FINANCIAL POSITION, AUDITED BY A
"BIG FOUR" ACCOUNTING FIRM OR OTHER INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
REASONABLY ACCEPTABLE TO ADMINISTRATIVE AGENT AND (II) SUCH OTHER INFORMATION
REASONABLY REQUESTED BY ADMINISTRATIVE AGENT (ON BEHALF OF ITSELF OR ANY LENDER)
AND REASONABLY AVAILABLE TO GUARANTOR.
GUARANTOR AGREES THAT ALL FINANCIAL
STATEMENTS TO BE DELIVERED TO ADMINISTRATIVE AGENT PURSUANT TO THIS SECTION 11
SHALL: (I) BE COMPLETE AND CORRECT IN ALL