SHALL
SURVIVE THE EXECUTION AND DELIVERY OF THIS GUARANTY):
(A)
ORGANIZATION, AUTHORITY AND EXECUTION.
BEHRINGER REIT IS A CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF THE STATE OF MARYLAND, AND HAS ALL NECESSARY POWER
AND AUTHORITY TO OWN ITS PROPERTIES AND TO CONDUCT ITS BUSINESS AS PRESENTLY
CONDUCTED OR PROPOSED TO BE CONDUCTED AND TO ENTER INTO AND PERFORM THIS
GUARANTY AND ALL OTHER AGREEMENTS AND INSTRUMENTS TO BE EXECUTED BY IT IN
CONNECTION HEREWITH.
THIS GUARANTY HAS BEEN DULY EXECUTED AND DELIVERED BY
GUARANTOR.
(B)
ENFORCEABILITY.
THIS GUARANTY CONSTITUTES A
LEGAL, VALID AND BINDING OBLIGATION OF GUARANTOR, ENFORCEABLE AGAINST GUARANTOR
IN ACCORDANCE WITH ITS TERMS, EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY
APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR SIMILAR LAWS
AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY OR GENERAL PRINCIPLES
OF EQUITY.
(C)
NO VIOLATION.
THE EXECUTION, DELIVERY AND
PERFORMANCE BY
GUARANTOR OF ITS OBLIGATIONS UNDER THIS GUARANTY HAS BEEN DULY
AUTHORIZED BY ALL NECESSARY ACTION, AND DO NOT AND WILL NOT VIOLATE ANY LAW,
REGULATION, ORDER, WRIT, INJUNCTION OR DECREE OF ANY COURT OR GOVERNMENTAL BODY,
AGENCY OR OTHER INSTRUMENTALITY APPLICABLE TO GUARANTOR, OR RESULT IN A BREACH
OF ANY OF THE TERMS, CONDITIONS OR PROVISIONS OF, OR CONSTITUTE A DEFAULT UNDER,
OR RESULT IN THE CREATION OR IMPOSITION OF ANY MORTGAGE, LIEN, CHARGE OR
ENCUMBRANCE OF ANY NATURE WHATSOEVER UPON ANY OF THE ASSETS OF GUARANTOR
PURSUANT TO THE TERMS OF GUARANTOR'S ARTICLES OF ORGANIZATION, OR ANY MORTGAGE,
INDENTURE, AGREEMENT OR INSTRUMENT TO WHICH GUARANTOR IS A PARTY OR BY WHICH IT
OR ANY OF ITS PROPERTIES IS BOUND.
GUARANTOR IS NOT DEFAULT UNDER ANY OTHER
GUARANTY WHICH IT HAS PROVIDED TO LENDER.
(D)
NO LITIGATION.
THERE ARE NO ACTIONS, SUITS OR
PROCEEDINGS AT LAW OR AT EQUITY, PENDING OR, TO GUARANTOR'S BEST KNOWLEDGE,
THREATENED AGAINST OR AFFECTING GUARANTOR OR WHICH INVOLVE OR MIGHT INVOLVE THE
VALIDITY OR ENFORCEABILITY OF THIS GUARANTY OR WHICH MIGHT MATERIALLY ADVERSELY
AFFECT THE FINANCIAL CONDITION OF GUARANTOR OR THE ABILITY OF GUARANTOR TO
PERFORM ANY OF ITS OBLIGATIONS UNDER THIS GUARANTY.
GUARANTOR IS NOT IN DEFAULT
BEYOND ANY APPLICABLE GRACE OR CURE PERIOD WITH RESPECT TO ANY ORDER, WRIT,
INJUNCTION, DECREE OR DEMAND OF ANY GOVERNMENTAL AUTHORITY WHICH MIGHT
MATERIALLY ADVERSELY AFFECT THE FINANCIAL CONDITION OF GUARANTOR OR THE ABILITY
OF GUARANTOR TO PERFORM ANY OF ITS OBLIGATIONS UNDER THIS GUARANTY.
(E)
CONSENTS.
ALL CONSENTS, APPROVALS, ORDERS OR
AUTHORIZATIONS OF, OR REGISTRATIONS, DECLARATIONS OR FILINGS WITH, ALL
GOVERNMENTAL AUTHORITIES (COLLECTIVELY, THE "CONSENTS") THAT ARE REQUIRED IN
CONNECTION WITH THE VALID EXECUTION, DELIVERY AND PERFORMANCE
2
BY GUARANTOR OF THIS GUARANTY HAVE BEEN OBTAINED AND GUARANTOR AGREES THAT ALL
CONSENTS REQUIRED IN CONNECTION WITH THE CARRYING OUT OR PERFORMANCE OF ANY OF
GUARANTOR'S OBLIGATIONS UNDER THIS GUARANTY WILL BE OBTAINED WHEN REQUIRED.
(F)
FINANCIAL STATEMENTS AND OTHER INFORMATION.
ALL FINANCIAL STATEMENTS OF GUARANTOR HERETOFORE DELIVERED TO LENDER ARE TRUE
AND CORRECT IN ALL MATERIAL RESPECTS AND FAIRLY PRESENT THE FINANCIAL CONDITION
OF GUARANTOR AS OF