REQUIRED TO REFUND SUCH PAYMENT OR PAY SUCH AMOUNT TO ANY BORROWER OR TO ANY
OTHER PERSON.
2.14
OTHER ACTIONS TAKEN OR OMITTED.
ANY OTHER ACTION TAKEN OR
OMITTED TO BE TAKEN WITH RESPECT TO THE LOAN DOCUMENTS, THE GUARANTEED
OBLIGATIONS, 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 OBLIGATIONS 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
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 extend credit to
Borrowers, each Guarantor represents and warrants to Lender as follows:
3.1
BENEFIT.
SUCH GUARANTOR IS AN AFFILIATE OF BORROWERS, 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 OBLIGATIONS.
3.2
FAMILIARITY AND RELIANCE.
SUCH GUARANTOR IS FAMILIAR WITH,
AND HAS INDEPENDENTLY REVIEWED BOOKS AND RECORDS REGARDING, THE FINANCIAL
CONDITION OF EACH 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 THE
GUARANTEED OBLIGATIONS; HOWEVER, SUCH GUARANTOR IS NOT RELYING ON SUCH FINANCIAL
CONDITION OR 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 SAID GUARANTOR TO EXECUTE THIS GUARANTY.
3.4
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,
11
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.
3.5
LITIGATION.
THERE IS NO ACTION, SUIT, PROCEEDING OR
INVESTIGATION PENDING OR, TO SUCH GUARANTOR'S KNOWLEDGE, THREATENED IN WRITING
AGAINST SUCH GUARANTOR IN ANY COURT OR BY OR BEFORE ANY OTHER GOVERNMENTAL
AUTHORITY, OR LABOR CONTROVERSY AFFECTING SUCH GUARANTOR OR ANY OF SUCH
GUARANTOR'S PROPERTIES, BUSINESSES,