THE
TERMS, CONDITIONS OR PROVISIONS OF, OR CONSTITUTE A DEFAULT UNDER, OR RESULT IN
THE CREATION OR IMPOSITION OF ANY MORTGAGE, LIEN, CHARGE OR ENCUMBRANCE OF ANY
NATURE WHATSOEVER UPON ANY OF THE ASSETS OF GUARANTOR PURSUANT TO THE TERMS OF
GUARANTOR'S ARTICLES OF ORGANIZATION / INCORPORATION, OR ANY MORTGAGE,
INDENTURE, AGREEMENT OR INSTRUMENT TO WHICH GUARANTOR IS A PARTY OR BY WHICH IT
OR ANY OF ITS PROPERTIES IS BOUND.
GUARANTOR IS NOT IN DEFAULT UNDER ANY OTHER
GUARANTY WHICH IT HAS PROVIDED TO LENDER.
(D)
NO LITIGATION.
THERE ARE NO ACTIONS, SUITS OR PROCEEDINGS AT LAW
OR AT EQUITY, PENDING OR, TO GUARANTOR'S BEST KNOWLEDGE, THREATENED AGAINST OR
AFFECTING GUARANTOR OR WHICH INVOLVE OR MIGHT INVOLVE THE VALIDITY OR
ENFORCEABILITY OF THIS GUARANTY OR WHICH MIGHT MATERIALLY ADVERSELY AFFECT THE
FINANCIAL CONDITION OF GUARANTOR OR THE ABILITY OF GUARANTOR TO PERFORM ANY OF
ITS OBLIGATIONS UNDER THIS GUARANTY.
GUARANTOR IS NOT IN DEFAULT BEYOND ANY
APPLICABLE GRACE OR CURE PERIOD WITH RESPECT TO ANY ORDER, WRIT, INJUNCTION,
DECREE OR DEMAND OF ANY GOVERNMENTAL AUTHORITY WHICH MIGHT MATERIALLY ADVERSELY
AFFECT THE FINANCIAL CONDITION OF GUARANTOR OR THE ABILITY OF GUARANTOR TO
PERFORM ANY OF ITS OBLIGATIONS UNDER THIS GUARANTY.
(E)
CONSENTS.
ALL CONSENTS, APPROVALS, ORDERS OR AUTHORIZATIONS OF,
OR REGISTRATIONS, DECLARATIONS OR FILINGS WITH, ALL GOVERNMENTAL AUTHORITIES
(COLLECTIVELY, THE "CONSENTS") THAT ARE REQUIRED IN CONNECTION WITH THE VALID
EXECUTION, DELIVERY AND PERFORMANCE BY GUARANTOR OF THIS GUARANTY HAVE BEEN
OBTAINED AND GUARANTOR AGREES THAT ALL CONSENTS REQUIRED IN CONNECTION WITH THE
CARRYING OUT OR PERFORMANCE OF ANY OF GUARANTOR'S OBLIGATIONS UNDER THIS
GUARANTY WILL BE OBTAINED WHEN REQUIRED.
(F)
FINANCIAL STATEMENTS AND OTHER INFORMATION.
ALL FINANCIAL
STATEMENTS OF GUARANTOR HERETOFORE DELIVERED TO LENDER ARE TRUE AND CORRECT IN
ALL MATERIAL RESPECTS AND FAIRLY PRESENT THE FINANCIAL CONDITION OF GUARANTOR AS
OF THE RESPECTIVE DATES THEREOF, AND NO MATERIALLY ADVERSE CHANGE HAS OCCURRED
IN THE FINANCIAL CONDITIONS REFLECTED THEREIN SINCE THE RESPECTIVE DATES
THEREOF.
NONE OF THE AFORESAID FINANCIAL STATEMENTS OR ANY CERTIFICATE OR
STATEMENT FURNISHED TO LENDER BY OR ON BEHALF OF GUARANTOR IN CONNECTION WITH
THE TRANSACTIONS CONTEMPLATED HEREBY, AND NONE OF THE REPRESENTATIONS AND
WARRANTIES IN THIS GUARANTY CONTAINS ANY UNTRUE STATEMENT OF A MATERIAL FACT OR
OMITS TO STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS
CONTAINED THEREIN OR HEREIN NOT MISLEADING.
GUARANTOR IS NOT INSOLVENT WITHIN
THE MEANING OF THE UNITED STATES BANKRUPTCY CODE OR ANY OTHER APPLICABLE LAW,
CODE OR REGULATION AND THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS GUARANTY
WILL NOT RENDER GUARANTOR INSOLVENT.
(G)
CONSIDERATION.
GUARANTOR IS THE OWNER, DIRECTLY OR INDIRECTLY, OF
LEGAL AND BENEFICIAL EQUITY INTERESTS IN BORROWER, AND AS SUCH WILL MATERIALLY
BENEFIT FROM THE MAKING OF THE LOAN.
4.
FINANCIAL STATEMENTS.
GUARANTOR SHALL DELIVER TO LENDER,
(A) WITHIN 120 DAYS AFTER THE END OF EACH FISCAL YEAR OF GUARANTOR, A COMPLETE
COPY OF GUARANTOR'S ANNUAL FINANCIAL STATEMENTS, (B) IF REQUESTED BY LENDER,
WITHIN 60 DAYS AFTER THE END OF EACH FISCAL
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