MATERIAL RESPECTS; (II) PRESENT FAIRLY
THE FINANCIAL CONDITION OF GUARANTOR, IF APPLICABLE; (III) DISCLOSE ALL
LIABILITIES THAT ARE REQUIRED BY GAAP TO BE REFLECTED OR RESERVED AGAINST; AND
(IV) BE PREPARED IN ACCORDANCE WITH GAAP.
GUARANTOR AGREES THAT ALL FINANCIAL
STATEMENTS SHALL NOT CONTAIN ANY MISREPRESENTATION OR OMISSION OF A MATERIAL
FACT WHICH WOULD MAKE SUCH FINANCIAL STATEMENTS INACCURATE, INCOMPLETE OR
OTHERWISE MISLEADING IN ANY MATERIAL RESPECT.
SO LONG AS GUARANTOR IS REQUIRED
TO FILE A FORM 10-K WITH THE SECURITIES AND EXCHANGE COMMISSION, GUARANTOR MAY
COMPLY WITH THE REQUIREMENTS OF THIS SECTION 11
BY DELIVERING TO ADMINISTRATIVE
AGENT A COPY OF THE ANNUAL REPORT ON FORM 10-K OF THE GUARANTOR FOR THE RELEVANT
YEAR OR PROVIDING NOTICE TO ADMINISTRATIVE AGENT THAT THE SAME HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION.
12.
GUARANTOR FURTHER COVENANTS THAT THIS GUARANTY SHALL REMAIN AND
CONTINUE IN FULL FORCE AND EFFECT AS TO ANY MODIFICATION, EXTENSION OR RENEWAL
OF THE NOTE, THE LOAN AGREEMENT, THE SECURITY INSTRUMENT, OR ANY OF THE OTHER
LOAN DOCUMENTS, THAT ADMINISTRATIVE AGENT AND LENDERS SHALL NOT BE UNDER A DUTY
TO PROTECT, SECURE OR INSURE ANY SECURITY OR LIEN PROVIDED BY THE SECURITY
INSTRUMENT OR OTHER SUCH COLLATERAL, AND THAT OTHER INDULGENCES OR FORBEARANCE
MAY BE GRANTED UNDER ANY OR ALL OF SUCH DOCUMENTS, ALL OF WHICH MAY BE MADE,
DONE OR SUFFERED WITHOUT NOTICE TO, OR FURTHER CONSENT OF, GUARANTOR.
13.
AS A FURTHER INDUCEMENT TO LENDERS TO MAKE THE LOAN AND IN
CONSIDERATION THEREOF, GUARANTOR FURTHER COVENANTS AND AGREES (A) GUARANTOR WILL
MAINTAIN A PLACE OF BUSINESS OR AN AGENT FOR SERVICE OF PROCESS IN THE STATE OF
NEW YORK (THE "PROPERTY STATE") AND GIVE PROMPT NOTICE TO ADMINISTRATIVE AGENT
OF THE ADDRESS OF SUCH PLACE OF BUSINESS AND OF THE NAME AND ADDRESS OF ANY NEW
AGENT APPOINTED BY IT, AS APPROPRIATE, (B) THE FAILURE OF GUARANTOR'S AGENT FOR
SERVICE OF PROCESS TO GIVE IT NOTICE OF ANY SERVICE OF PROCESS WILL NOT IMPAIR
OR AFFECT THE VALIDITY OF SUCH SERVICE OR OF ANY JUDGMENT BASED THEREON, (C) IF,
DESPITE THE FOREGOING, THERE IS FOR ANY REASON NO AGENT FOR SERVICE OF PROCESS
OF GUARANTOR AVAILABLE TO BE SERVED, AND IF GUARANTOR AT THAT TIME HAS NO PLACE
OF BUSINESS IN THE PROPERTY STATE THEN GUARANTOR IRREVOCABLY
4
consents to service of process by registered or certified mail, postage prepaid,
to it at its address given in or pursuant to the first paragraph hereof,
Guarantor hereby waiving personal service thereof, and (d) Guarantor initially
and irrevocably designates the Secretary of State of the State of New York, with
offices on the date hereof at One Commerce Plaza, 99 Washington Avenue, Albany,
New York
12231, to receive for and on behalf of Guarantor service of process in
the Property State with respect to this Guaranty,.
Each of Guarantor,
Administrative Agent and Lenders covenants and agrees that in any action or
proceeding brought by any party arising hereunder, (x) each party shall and does
hereby