CREATED, OR SHALL PROVE TO BE
UNENFORCEABLE OR SUBORDINATE TO ANY OTHER SECURITY INTEREST OR LIEN, IT BEING
RECOGNIZED AND AGREED BY GUARANTOR THAT GUARANTOR IS NOT ENTERING INTO THIS
GUARANTY IN RELIANCE ON, OR IN CONTEMPLATION OF THE BENEFITS OF, THE VALIDITY,
ENFORCEABILITY, COLLECTIBILITY OR VALUE OF ANY OF THE COLLATERAL FOR THE
GUARANTEED OBLIGATIONS.
SECTION 2.10
OFFSET.
THE NOTE, THE LOAN AGREEMENT, THE GUARANTEED
OBLIGATIONS AND THE LIABILITIES AND OBLIGATIONS OF THE GUARANTOR TO LENDER
HEREUNDER SHALL NOT BE REDUCED, DISCHARGED OR RELEASED BECAUSE OF OR BY REASON
OF ANY EXISTING OR FUTURE RIGHT OF OFFSET, CLAIM OR DEFENSE OF BORROWER AGAINST
LENDER, OR ANY OTHER PARTY, OR AGAINST PAYMENT 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.
SECTION 2.11
MERGER.
THE REORGANIZATION, MERGER OR CONSOLIDATION OF
BORROWER INTO OR WITH ANY OTHER PERSON.
SECTION 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.
SECTION 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
7
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:
SECTION 3.01
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.
SECTION 3.02
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.
SECTION 3.03
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.
SECTION 3.04
GUARANTOR'S FINANCIAL CONDITION.
AS OF THE DATE HEREOF,
AND AFTER GIVING EFFECT