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 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.
6
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 OR THE SECURITY
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
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 the Security Documents and
extend credit to Borrower, Guarantor represents and warrants to Lender as
follows:
SECTION 3.1
BENEFIT.
GUARANTOR IS THE INDIRECT OWNER OF THE GENERAL
PARTNER OF BORROWER AND OWNS A MAJORITY LIMITED PARTNERSHIP 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.
GUARANTOR
HAS RECEIVED REASONABLY EQUIVALENT VALUE IN EXCHANGE FOR THE MAKING OF THIS
GUARANTY.
SECTION 3.2
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 3.3
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 3.4
GUARANTOR'S FINANCIAL CONDITION.
AS OF THE DATE HEREOF,