BEHRINGER FROM GUARANTOR UNDER OR WITH RESPECT
TO THIS GUARANTY IS OR MUST BE RESCINDED OR RETURNED BY BEHRINGER FOR ANY REASON
WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THE INSOLVENCY, BANKRUPTCY OR
REORGANIZATION OF GUARANTOR), THEN GUARANTOR'S OBLIGATIONS SHALL, TO THE EXTENT
OF THE PAYMENT RESCINDED OR RETURNED, BE DEEMED TO HAVE CONTINUED IN EXISTENCE
NOTWITHSTANDING SUCH PREVIOUS RECEIPT BY BEHRINGER, AND GUARANTOR'S OBLIGATIONS
SHALL CONTINUE TO BE EFFECTIVE OR REINSTATED, AS THE CASE MAY BE, AS TO SUCH
PAYMENT, AS THOUGH SUCH PREVIOUS PAYMENT TO BEHRINGER HAD NEVER BEEN MADE.
9.
GUARANTOR REPRESENTS AND WARRANTS TO BEHRINGER, WITH THE
KNOWLEDGE THAT BEHRINGER IS RELYING UPON THE SAME, AS FOLLOWS:
(A)
THE EXECUTION, DELIVERY, AND PERFORMANCE OF THIS GUARANTY WILL NOT
VIOLATE ANY PROVISION OF ANY LAW, REGULATION, JUDGMENT, ORDER, DECREE,
DETERMINATION, OR AWARD OF ANY COURT, ARBITRATOR OR GOVERNMENTAL AUTHORITY, OR
OF ANY DEBENTURE, MORTGAGE, INDENTURE, LOAN, OR SECURITY AGREEMENT, LEASE,
CONTRACT, OR OTHER AGREEMENT, INSTRUMENT, OR UNDERTAKING TO WHICH GUARANTOR IS A
PARTY OR THAT, TO GUARANTOR'S KNOWLEDGE, PURPORTS TO BIND GUARANTOR OR ANY OF
GUARANTOR'S PROPERTY OR ASSETS.
(B)
NO CONSENT OF ANY PERSON (INCLUDING CREDITORS OF GUARANTOR) IS
REQUIRED IN CONNECTION WITH GUARANTOR'S EXECUTION OF THIS GUARANTY OR
PERFORMANCE OF GUARANTOR'S OBLIGATIONS UNDER THIS GUARANTY, OTHER THAN ANY
CONSENT THAT GUARANTOR HAS PREVIOUSLY OBTAINED.
GUARANTOR'S EXECUTION OF, AND
OBLIGATIONS UNDER, THIS GUARANTY ARE NOT CONTINGENT UPON OBTAINING ANY FURTHER
CONSENT, LICENSE, PERMIT, APPROVAL, OR AUTHORIZATION OF, EXEMPTION BY, NOTICE OR
REPORT TO, OR REGISTRATION, FILING, OR DECLARATION WITH, ANY GOVERNMENTAL
AUTHORITY, BUREAU, OR AGENCY, WHETHER LOCAL, STATE, FEDERAL, OR FOREIGN.
(C)
GUARANTOR HAS FULL POWER, AUTHORITY, AND LEGAL RIGHT TO EXECUTE,
DELIVER AND PERFORM ITS OBLIGATIONS UNDER THIS GUARANTY.
GUARANTOR IS DULY
ORGANIZED, VALIDLY EXISTING, AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF
TEXAS.
THIS GUARANTY HAS BEEN DULY EXECUTED AND IS A LEGAL, VALID, AND BINDING
OBLIGATION OF GUARANTOR, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, EXCEPT AS THE
ENFORCEABILITY THEREOF MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY OR OTHER LAWS OF
GENERAL APPLICATION AFFECTING THE ENFORCEMENT OF CREDITOR'S RIGHTS OR GENERAL
EQUITABLE PRINCIPALS, WHETHER APPLIED IN LAW OR EQUITY.
(D)
GUARANTOR DELIVERS THIS GUARANTY BASED SOLELY UPON GUARANTOR'S OWN
INDEPENDENT INVESTIGATION AND BASED IN NO PART UPON ANY REPRESENTATION,
STATEMENT, OR ASSURANCE BY BEHRINGER, AGENT OR LENDERS.
(E)
GUARANTOR HAS GOOD AND VALID TITLE TO ALL OF ITS PROPERTY AND
ASSETS, REAL AND PERSONAL, WHICH GUARANTOR OWNS AND A VALID LEASEHOLD INTEREST
IN ANY PROPERTY AND ASSETS
5
IT LEASES, IF ANY.
(F)
NO INFORMATION, EXHIBIT, REPORT OR CERTIFICATE FURNISHED BY
GUARANTOR TO BEHRINGER IN CONNECTION WITH THE LOAN OR ANY LOAN DOCUMENTS
CONTAINS ANY MATERIAL MISSTATEMENT OF FACT OR HAS OMITTED TO STATE A MATERIAL
FACT OR ANY FACT NECESSARY TO MAKE THE STATEMENTS CONTAINED THEREIN NOT
MATERIALLY MISLEADING IN LIGHT OF THE CIRCUMSTANCES IN WHICH SUCH STATEMENTS ARE
MADE.
(G)
GUARANTOR IS SOLVENT AND AFTER GIVING EFFECT TO THIS GUARANTY,
CONTINUES TO BE SOLVENT.
(H)
THERE IS NO ACTION, SUIT, PROCEEDING OR