WAIVER, EXTENSION, CHANGE, DISCHARGE OR TERMINATION IS SOUGHT.
21.
THIS GUARANTY SHALL TERMINATE AND BE OF NO FURTHER FORCE AND
EFFECT UPON THE DATE WHICH IS THE LATER OF (A) NINETY-ONE (91) DAYS SUBSEQUENT
TO THE DATE ON WHICH THE LOAN HAS BEEN PAID AND SATISFIED IN FULL OR (B) THE
EXPIRATION OF ANY OTHER APPLICABLE PREFERENCE PERIOD UNDER APPLICABLE BANKRUPTCY
LAWS; PROVIDED, HOWEVER, THAT GUARANTOR'S LIABILITY HEREUNDER SHALL SURVIVE SUCH
TERMINATION WITH RESPECT TO ANY AND ALL LOSSES RELATED TO OR ARISING FROM ACTS,
EVENTS OR CIRCUMSTANCES WHICH OCCURRED PRIOR TO SUCH PAYMENT AND SATISFACTION IN
FULL OF THE LOAN.
UPON SUCH TERMINATION UPON REPAYMENT AND SATISFACTION IN FULL
OF THE LOAN, AT GUARANTOR'S REQUEST, AGENT SHALL DELIVER A WRITTEN STATEMENT
CONFIRMING THE TERMINATION OF THIS GUARANTY, SUBJECT TO AND IN ACCORDANCE WITH
THIS SECTION 21. NOTWITHSTANDING THE FOREGOING, GUARANTOR'S OBLIGATIONS UNDER
THIS GUARANTY SHALL BE REINSTATED AS IF SUCH OBLIGATIONS HAD NOT BEEN TERMINATED
IF ANY PAYMENT BY BORROWER OR GUARANTOR TO LENDER IS HELD TO CONSTITUTE A
PREFERENCE OR FRAUDULENT CONVEYANCE UNDER BANKRUPTCY LAWS, OR FOR ANY REASON
LENDER IS DISGORGED OF SUCH PAYMENT OR IS REQUIRED TO PAY SUCH AMOUNT TO
BORROWER, GUARANTOR OR ANY OTHER PERSON.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED HEREIN, GUARANTOR SHALL NOT HAVE ANY LIABILITY HEREUNDER WITH
RESPECT TO ANY ACTS, EVENTS OR CIRCUMSTANCES FIRST ARISING AFTER (I) THE DATE ON
WHICH ADMINISTRATIVE AGENT, LENDER OR A PERSON THAT IS NOT AN AFFILIATE OF
BORROWER OR GUARANTOR ACQUIRES TITLE TO THE PROPERTY, WHETHER THROUGH
FORECLOSURE, PRIVATE POWER OF SALE OR THE DELIVERY OF A DEED-IN-LIEU OF
FORECLOSURE, EXCEPT WITH RESPECT TO ACTS TAKEN BY BORROWER, GUARANTOR OR ANY
AFFILIATE OF THE FOREGOING PRIOR TO OR ON OR AFTER SUCH DATE OR (II) THE DATE ON
WHICH A RECEIVER, TRUSTEE, LIQUIDATOR OR CONSERVATOR, OTHER THAN ANY SUCH PERSON
APPOINTED AT THE REQUEST OF BORROWER, GUARANTOR OR ANY AFFILIATE OF THE
FOREGOING, TAKES CONTROL OF THE PROPERTY, EXCEPT WITH RESPECT TO ACTS TAKEN BY
BORROWER, GUARANTOR OR ANY AFFILIATE OF THE FOREGOING PRIOR TO OR ON OR AFTER
SUCH DATE, AND FURTHER PROVIDED THAT THE APPOINTMENT OF A
RECEIVER, TRUSTEE,
LIQUIDATOR OR CONSERVATOR SHALL NOT DIMINISH OR REDUCE ANY LIABILITY THAT ARISES
AS RESULT OF BORROWER'S RECOURSE LIABILITY PURSUANT TO SECTION 13.1(A)(VII) OF
THE LOAN AGREEMENT WHICH SHALL TERMINATE IN ACCORDANCE WITH THE PROVISIONS OF
THE ENVIRONMENTAL INDEMNITY AGREEMENT.
22.
THIS GUARANTY SHALL BE DEEMED TO BE A CONTRACT ENTERED INTO
PURSUANT TO THE LAWS OF THE STATE OF NEW YORK AND SHALL IN ALL RESPECTS BE
GOVERNED, CONSTRUED, APPLIED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.
23.
GUARANTOR HEREBY WARRANTS, REPRESENTS AND COVENANTS TO
ADMINISTRATIVE AGENT THAT:
(A)
GUARANTOR IS DULY ORGANIZED AND EXISTING AND IN GOOD STANDING
UNDER THE LAWS OF THE STATE IN WHICH SUCH ENTITY IS ORGANIZED.
GUARANTOR IS
CURRENTLY QUALIFIED OR LICENSED
6
(AS APPLICABLE) AND SHALL REMAIN QUALIFIED OR LICENSED TO DO BUSINESS IN EACH
JURISDICTION IN WHICH THE NATURE