SUCH AMOUNT TO SUCH BORROWER OR SOMEONE
ELSE.
2.13
OTHER ACTIONS TAKEN OR OMITTED.
ANY OTHER ACTION TAKEN OR OMITTED
TO BE TAKEN WITH RESPECT TO THE LOAN DOCUMENTS, THE GUARANTEED OBLIGATION, OR
THE SECURITY AND COLLATERAL THEREFOR, WHETHER OR NOT SUCH ACTION OR OMISSION
PREJUDICES ANY GUARANTOR OR INCREASES THE LIKELIHOOD THAT ANY GUARANTOR WILL BE
REQUIRED TO PAY THE GUARANTEED OBLIGATION PURSUANT TO THE TERMS HEREOF, IT BEING
THE UNAMBIGUOUS AND UNEQUIVOCAL INTENTION OF EACH GUARANTOR THAT SUCH GUARANTOR
SHALL BE OBLIGATED TO PAY THE GUARANTEED OBLIGATION 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 SATISFIED ONLY UPON THE FULL
AND FINAL PAYMENT AND SATISFACTION OF THE GUARANTEED OBLIGATION.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
To induce Lender to enter into the Loan Documents and extend credit to
Borrowers, each Guarantor represents and warrants to Lender as follows:
6
3.1
BENEFIT.
SUCH GUARANTOR IS AN AFFILIATE OF EACH BORROWER, IS THE
OWNER OF A DIRECT OR INDIRECT INTEREST IN EACH BORROWER, AND HAS RECEIVED, OR
WILL RECEIVE, DIRECT OR INDIRECT BENEFIT FROM THE MAKING OF THIS GUARANTY WITH
RESPECT TO THE GUARANTEED OBLIGATION.
3.2
FAMILIARITY AND RELIANCE.
SUCH GUARANTOR IS FAMILIAR WITH, AND HAS
INDEPENDENTLY REVIEWED BOOKS AND RECORDS REGARDING, THE FINANCIAL CONDITION OF
THE BORROWERS 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 OBLIGATION;
HOWEVER, SUCH GUARANTOR IS NOT RELYING ON SUCH FINANCIAL CONDITION OR THE
COLLATERAL AS AN INDUCEMENT TO ENTER INTO THIS GUARANTY.
3.3
NO REPRESENTATION BY LENDER.
NEITHER LENDER NOR ANY OTHER PARTY
HAS MADE ANY REPRESENTATION, WARRANTY OR STATEMENT TO SUCH GUARANTOR IN ORDER TO
INDUCE SUCH GUARANTOR TO EXECUTE THIS GUARANTY.
3.4
FINANCIAL REPRESENTATIONS, WARRANTIES AND COVENANTS.
EACH
GUARANTOR HEREBY MAKES THE REPRESENTATIONS, WARRANTIES AND COVENANTS SET FORTH
ON EXHIBIT A ATTACHED HERETO AND MADE A PART HEREOF, WHICH REPRESENTATIONS,
WARRANTIES AND COVENANTS ARE INTENDED TO AND SHALL FORM A PART OF THIS GUARANTY
FOR ALL PURPOSES.
3.5
LEGALITY.
THE EXECUTION, DELIVERY AND PERFORMANCE BY SUCH
GUARANTOR OF THIS GUARANTY AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREUNDER DO NOT, AND WILL NOT, CONTRAVENE OR CONFLICT WITH ANY LAW, STATUTE OR
REGULATION WHATSOEVER TO WHICH SUCH GUARANTOR IS SUBJECT OR CONSTITUTE A
MATERIAL DEFAULT (OR AN EVENT WHICH WITH NOTICE OR LAPSE OF TIME OR BOTH WOULD
CONSTITUTE A DEFAULT) UNDER, OR RESULT IN THE MATERIAL BREACH OF, ANY INDENTURE,
MORTGAGE, DEED OF TRUST, CHARGE, LIEN, OR ANY CONTRACT, AGREEMENT OR OTHER
INSTRUMENT TO WHICH SUCH GUARANTOR IS A PARTY OR WHICH MAY BE APPLICABLE TO SUCH
GUARANTOR.
THIS GUARANTY IS A LEGAL AND BINDING OBLIGATION OF SUCH GUARANTOR
AND IS ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, EXCEPT AS LIMITED BY
BANKRUPTCY, INSOLVENCY OR OTHER LAWS OF GENERAL APPLICATION RELATING TO THE
ENFORCEMENT OF CREDITORS' RIGHTS.
3.6
SURVIVAL.
ALL REPRESENTATIONS AND WARRANTIES MADE BY