LIMITATION, ZONING REQUIREMENTS) AND ARE OTHERWISE
SATISFACTORY TO LENDER IN ITS REASONABLE DISCRETION.
2.
GUARANTY.
(A)
GUARANTOR HEREBY IRREVOCABLY, ABSOLUTELY AND UNCONDITIONALLY
GUARANTEES TO LENDER THE FULL, PROMPT AND COMPLETE PAYMENT WHEN DUE OF THE
GUARANTEED OBLIGATIONS.
(B)
ALL SUMS PAYABLE TO LENDER UNDER THIS GUARANTY SHALL BE PAYABLE ON
DEMAND AND WITHOUT REDUCTION FOR ANY OFFSET, CLAIM, COUNTERCLAIM OR DEFENSE.
(C)
GUARANTOR HEREBY AGREES TO INDEMNIFY, DEFEND AND SAVE HARMLESS
LENDER FROM AND AGAINST ANY AND ALL COSTS, LOSSES, LIABILITIES, CLAIMS, CAUSES
OF ACTION, EXPENSES AND DAMAGES, INCLUDING REASONABLE ATTORNEYS' FEES AND
DISBURSEMENTS, WHICH LENDER MAY SUFFER OR WHICH OTHERWISE MAY ARISE BY REASON OF
BORROWER'S FAILURE TO PAY ANY OF THE GUARANTEED OBLIGATIONS WHEN DUE,
IRRESPECTIVE OF WHETHER SUCH COSTS, LOSSES, LIABILITIES, CLAIMS, CAUSES OF
ACTION, EXPENSES OR DAMAGES ARE INCURRED BY LENDER PRIOR OR SUBSEQUENT TO (I)
LENDER'S DECLARING THE PRINCIPAL, INTEREST AND OTHER SUMS EVIDENCED OR SECURED
BY THE LOAN DOCUMENTS TO BE DUE AND PAYABLE, (II) THE COMMENCEMENT OR COMPLETION
OF A JUDICIAL OR NON-JUDICIAL FORECLOSURE OF THE MORTGAGE OR (III) THE
CONVEYANCE OF ALL OR ANY PORTION OF THE PROPERTY BY DEED-IN-LIEU OF FORECLOSURE.
(D)
GUARANTOR AGREES THAT NO PORTION OF ANY SUMS APPLIED (OTHER THAN
SUMS RECEIVED FROM GUARANTOR IN FULL OR PARTIAL SATISFACTION OF ITS OBLIGATIONS
HEREUNDER), FROM TIME TO TIME, IN REDUCTION OF THE DEBT SHALL BE DEEMED TO HAVE
BEEN APPLIED IN REDUCTION OF THE GUARANTEED OBLIGATIONS UNTIL SUCH TIME AS THE
DEBT HAS BEEN PAID IN FULL, OR GUARANTOR SHALL HAVE MADE THE FULL PAYMENT
REQUIRED HEREUNDER, IT BEING THE INTENTION HEREOF THAT THE GUARANTEED
OBLIGATIONS SHALL BE THE LAST PORTION OF THE DEBT TO BE DEEMED SATISFIED.
3.
REPRESENTATIONS AND WARRANTIES.
GUARANTOR HEREBY REPRESENTS AND
WARRANTS TO LENDER AS FOLLOWS (WHICH REPRESENTATIONS AND WARRANTIES SHALL BE
GIVEN AS OF THE DATE HEREOF AND SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS
GUARANTY):
(A)
ORGANIZATION, AUTHORITY AND EXECUTION.
GUARANTOR 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.
2
(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