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C~I: Val. F'~ i]~D2441` DF'F ?9~~i authority to enter into and perform this Guazanty; (e) there is no litigation pending or, to the knowledge of Guazantor, threatened by or before any tribunal against or affecting Guarantor; (f) all financial statements and information heretofore furnished to City by Guarantor do, and all financial statements and information hereafter furnished to City by Guazantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to City, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to City, has Guazantor incurred any material liability, direct or induect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, is not engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Guarantor has read and fully understands the provisions contained in the Agreement and the other Transaction Documents. Guarantor's representations, warranties and covenants are a material inducement to City to enter into the Agreement and other Transaction Documents and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting Hammons, Guarantor, any other party, or any security for all or any part of the Guazanteed Obligations. Section 15 Notices. All notices, requests, consents, demands and other communications required or which any party desires to give hereunder shall be in writing and, shall be deemed sufficiently given or furnished if delivered by personal delivery, by nationally recognized overnight courier service, or by certified United States mail, postage prepaid, addressed to the party to whom directed at the addresses specified in this Guazanty (unless changed by similar notice in writing given by the particular party whose address is to be changed) or by facsimile. Any such notice or communication shall be deemed to have been given either at the time of personal delivery or, in the case of courier or mail, as of the date of first attempted delivery at the address and in the manner provided herein, or, in the case of facsimile, upon receipt; provided that service of a notice required by any applicable statute shall be considered complete when the requirements of that statute aze met. Notwithstanding the foregoing, no notice of change of address shall be effective except upon actual receipt. This Section shall not be construed in any way to affect or impair any waiver of notice or demand provided in this Guazanty or in any other Transaction Document or to require giving of notice or demand to or upon any Person in any situation or for any reason. Section 16 Cumulative Rights. All of the rights and remedies of City under this Guazanty and the other Transaction Documents aze cumulative of each other and of any and all other rights at law or in equity, and the exercise by City of any one or more of such rights and remedies shall not preclude the simultaneous or later exercise by City of any or all such other rights and remedies. No single or partial exercise of any right or remedy shall exhaust it or preclude any other or further exercise thereof, and every right and remedy may be exercised at any time and from time to time. No failure by City to exercise, nor delay in exercising, any right or remedy shall operate as a waiver of such right or remedy or as a waiver of any Event of Default. No notice to or demand on F-12 803273.4