OF THE GUARANTEED OBLIGATIONS,
WHETHER SUCH RIGHT OF OFFSET, CLAIM OR DEFENSE ARISES IN CONNECTION WITH THE
GUARANTEED OBLIGATIONS (OR THE TRANSACTIONS CREATING THE GUARANTEED OBLIGATIONS)
OR OTHERWISE.
2.11
MERGER. THE REORGANIZATION, MERGER OR CONSOLIDATION
OF BORROWER INTO OR WITH ANY OTHER PERSON.
5
2.12
PREFERENCE. ANY PAYMENT BY BORROWER TO LENDER IS
HELD TO CONSTITUTE A PREFERENCE UNDER BANKRUPTCY LAWS OR FOR ANY REASON LENDER
IS REQUIRED TO REFUND SUCH PAYMENT OR PAY SUCH AMOUNT TO BORROWER OR SOMEONE
ELSE.
2.13
OTHER ACTIONS TAKEN OR OMITTED. ANY OTHER ACTION
TAKEN OR OMITTED TO BE TAKEN WITH RESPECT TO THE LOAN DOCUMENTS, THE GUARANTEED
OBLIGATIONS, OR THE SECURITY AND COLLATERAL THEREFOR, WHETHER OR NOT SUCH ACTION
OR OMISSION PREJUDICES GUARANTOR OR INCREASES THE LIKELIHOOD THAT GUARANTOR WILL
BE REQUIRED TO PAY THE GUARANTEED OBLIGATIONS PURSUANT TO THE TERMS HEREOF, IT
IS THE UNAMBIGUOUS AND UNEQUIVOCAL INTENTION OF GUARANTOR THAT GUARANTOR SHALL
BE OBLIGATED TO PAY THE GUARANTEED OBLIGATIONS WHEN DUE, NOTWITHSTANDING ANY
OCCURRENCE, CIRCUMSTANCE, EVENT, ACTION, OR 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.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
To induce Lender to enter into the Loan Documents and extend credit to Borrower,
Guarantor represents and warrants to Lender as follows:
3.1
BENEFIT. GUARANTOR IS AN AFFILIATE OF
BORROWER, IS THE OWNER OF A DIRECT OR 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.
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.
3.3
NO REPRESENTATION BY LENDER. NEITHER LENDER
NOR ANY OTHER PARTY HAS MADE ANY REPRESENTATION, WARRANTY OR STATEMENT TO
GUARANTOR IN ORDER TO INDUCE THE GUARANTOR TO EXECUTE THIS GUARANTY.
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 WILL BE SOLVENT AND HAS AND WILL
HAVE ASSETS WHICH, FAIRLY VALUED, EXCEED ITS OBLIGATIONS, LIABILITIES (INCLUDING
CONTINGENT LIABILITIES) AND DEBTS, AND HAS AND WILL HAVE PROPERTY AND ASSETS
SUFFICIENT TO SATISFY AND REPAY ITS OBLIGATIONS AND LIABILITIES.
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,