ALL RESPONSIBILITIES TO REMAIN
INFORMED OF THE FINANCIAL CONDITION OF BORROWERS AND ANY CIRCUMSTANCES AFFECTING
(A) BORROWERS' ABILITY TO PERFORM UNDER THE LOAN DOCUMENTS TO WHICH BORROWERS
ARE PARTIES OR (B) ANY COLLATERAL SECURING ALL OR ANY PART OF THE GUARANTEED
OBLIGATION.
14.
CHANGE IN A GUARANTOR'S STATUS.
SHOULD
GUARANTOR BECOME INSOLVENT, OR FAIL TO PAY ITS DEBTS GENERALLY AS THEY BECOME
DUE, OR VOLUNTARILY SEEK, CONSENT TO, OR ACQUIESCE IN THE BENEFIT OR BENEFITS OF
ANY DEBTOR RELIEF LAW OR BECOME A PARTY TO (OR BE MADE THE SUBJECT OF) ANY
PROCEEDING PROVIDED FOR BY ANY DEBTOR RELIEF LAW (OTHER THAN AS A CREDITOR OR
CLAIMANT) THAT COULD SUSPEND OR OTHERWISE ADVERSELY AFFECT THE RIGHTS OF THE
LENDER GRANTED UNDER THIS GUARANTY, THEN, IN ANY SUCH EVENT, THE GUARANTEED
OBLIGATION SHALL BE, AS BETWEEN GUARANTOR AND LENDER, A
6
FULLY MATURED, DUE, AND PAYABLE OBLIGATION OF GUARANTOR TO LENDER (WITHOUT
REGARD TO WHETHER BORROWERS ARE THEN IN DEFAULT OR WHETHER THE GUARANTEED
OBLIGATION, OR ANY PART THEREOF IS THEN DUE AND OWING BY BORROWERS TO LENDER),
PAYABLE IN FULL BY GUARANTOR TO LENDER UPON DEMAND, WHICH SHALL BE THE ESTIMATED
AMOUNT OWING IN RESPECT OF THE CONTINGENT CLAIM CREATED UNDER THIS GUARANTY.
15.
REPRESENTATIONS AND WARRANTIES.
GUARANTOR
REPRESENTS AND WARRANTS THAT (A) IT IS DULY ORGANIZED OR FORMED, VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE APPLICABLE LAWS OF THE JURISDICTION OF
ITS ORGANIZATION, (B) IT HAS ALL REQUISITE COMPANY POWER AND AUTHORITY AND ALL
REQUISITE GOVERNMENTAL LICENSES, AUTHORIZATIONS, CONSENTS AND APPROVALS TO
(I) OWN ITS ASSETS AND CARRY ON ITS BUSINESS AND (II) EXECUTE, DELIVER, AND
PERFORM ITS OBLIGATIONS UNDER THIS GUARANTY, (C) IT IS DULY QUALIFIED AND IS
LICENSED AND IN GOOD STANDING UNDER THE APPLICABLE LAWS OF EACH JURISDICTION
WHERE ITS OWNERSHIP, LEASE OR OPERATION OF PROPERTIES OR THE CONDUCT OF ITS
BUSINESS REQUIRES SUCH QUALIFICATION OR LICENSES, EXCEPT WHERE SUCH FAILURE
WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, (D) THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS GUARANTY HAS BEEN DULY AUTHORIZED BY
ALL NECESSARY COMPANY ACTION, AND DO NOT AND WILL NOT (I) CONTRAVENE THE TERMS
OF ANY OF ITS ORGANIZATION DOCUMENTS, (II) CONFLICT WITH OR RESULT IN ANY BREACH
OR CONTRAVENTION OF, OR THE CREATION OF ANY LIEN ON ANY OF ITS ASSETS UNDER THE
TERMS OF ANY AGREEMENT, JUDGMENT, LICENSE, ORDER OR PERMIT APPLICABLE TO OR
BINDING ON GUARANTOR, THE VIOLATION OF WHICH COULD REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT, OR (III) VIOLATE ANY APPLICABLE LAW THE
VIOLATION OF WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT, (E) EXCEPT AS EXPRESSLY CONTEMPLATED BY THE LOAN DOCUMENTS AND EXCEPT AS
HAS BEEN OBTAINED, NO APPROVAL, CONSENT, EXEMPTION, AUTHORIZATION, OR OTHER
ACTION BY, OR NOTICE TO, OR FILING WITH, ANY GOVERNMENTAL AUTHORITY OR ANY OTHER
PERSON IS NECESSARY OR REQUIRED IN CONNECTION WITH THE EXECUTION, DELIVERY OR
PERFORMANCE BY, OR ENFORCEMENT AGAINST, GUARANTOR, AND (F) THIS GUARANTY HAS
BEEN, AND WHEN DELIVERED HEREUNDER, WILL