Common use of Representations and Warranties of Guarantor Clause in Contracts

Representations and Warranties of Guarantor. Guarantor hereby represents and warrants to Beneficiary that (a) Guarantor has full legal right, power and authority to enter into this Guaranty, to incur the obligations provided for herein, and to execute and deliver the same to Beneficiary; (b) this Guaranty has been duly executed and delivered by Guarantor and constitutes Guarantor’s valid and legally binding obligation, enforceable against Guarantor in accordance with its terms, subject to bankruptcy, insolvency, reorganization, and similar laws affecting the enforcement of creditor’s rights or contractual obligations generally and, as to enforcement, to general principles of equity, regardless of whether applied in a proceeding at law or in equity; (c) no approval or consent of any foreign, federal, state, county, local or other governmental or regulatory body, and no approval or consent of any other Person is required in connection with the execution and delivery by Guarantor of this Guaranty or the consummation and performance by Guarantor of the transactions contemplated hereby (other than consents and approvals that have been obtained); (d) the execution and delivery of this Guaranty and the obligations created hereby have been duly authorized by all necessary proceedings on the part of Guarantor, and will not conflict with or result in the breach or violation of any of the terms or conditions of, or constitute (or with notice or lapse of time or both would constitute) a default under the governing documents of Guarantor, any instrument, contract or other agreement to which Guarantor is a party or by or to which Guarantor or Guarantor’s assets or properties are bound or subject; or any statute or any regulation, order, judgment or decree of any court or governmental or regulatory body; and (e) Guarantor is not a party to or, to the knowledge of Guarantor, threatened in writing with any litigation or judicial, administrative or arbitration proceeding which, if decided adversely to Guarantor, would restrain, prohibit or materially delay the transactions contemplated hereby.

Representations and Warranties of Guarantor. As of the date hereof, Guarantor hereby represents and warrants to Beneficiary that that: (a) Guarantor it is a [FORM OF ENTITY] duly organized and validly existing under the laws of [JURISDICTION] and has full legal right, the corporate power and authority to carry on its present business and operations, to own or hold under lease its properties and to enter into and perform its obligations under this Guaranty, to incur the obligations provided for hereinGuarantee, and to execute and deliver the same to Beneficiary; (b) this Guaranty Guarantee has been duly authorized, executed and delivered by Guarantor it and constitutes Guarantor’s is legal, valid and legally binding obligation, on it and is enforceable against Guarantor it in accordance with its terms, subject to except as such enforceability may be limited by bankruptcy, insolvency, reorganization, and moratorium or other similar laws affecting the enforcement rights of creditor’s rights or contractual obligations creditors generally and, as to enforcement, to and by general principles of equity, regardless of whether applied in a proceeding at law or in equity; (cb) no approval or consent of any foreign, federal, state, county, local or other governmental or regulatory body, and no approval or consent of any other Person is required in connection with the execution and delivery by Guarantor of this Guaranty or the consummation Guarantee and performance compliance by Guarantor it with all of the transactions contemplated hereby (other than consents and approvals that have been obtained); (d) the execution and delivery of this Guaranty and the obligations created hereby have been duly authorized by all necessary proceedings on the part of Guarantor, provisions hereof do not and will not conflict with contravene any Law or result in the breach or violation any order of any of court or governmental authority or agency applicable to or binding on it or contravene the terms or conditions provisions of, or constitute (or with notice or lapse of time or both would constitute) a default under the governing documents under, [its certificate of Guarantorincorporation or by-laws] or any indenture, any instrumentmortgage, contract or other any agreement or instrument to which Guarantor it is a party or by which it or any of its property may be bound or affected; (c) no authorization or approval or other action by, and no notice to which or filing with, any [jurisdiction of organization] governmental authority having authority over Guarantor or Guarantor’s its assets is required for the due execution, delivery or properties performance by it of this Guarantee; (d) there are bound no pending or subject; threatened actions or any statute or any regulation, order, judgment or decree of proceedings before any court or governmental or regulatory bodyadministrative agency which would materially adversely affect its ability to perform its obligations under this Guarantee; (e) the Owner Participant is a majority-owned subsidiary of Guarantor; and (ef) Guarantor is not a party to or, to the knowledge of Guarantor, threatened in writing with any litigation or judicial, administrative or arbitration proceeding which, if decided adversely to Guarantor, would restrain, prohibit or materially delay the transactions contemplated herebyQualifying Institution.

Representations and Warranties of Guarantor. The Guarantor hereby represents and warrants (and if requested by the Beneficiary, will provide an opinion of counsel and other supporting documents to Beneficiary the effect) that as of the date hereof: (ai) the Guarantor is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and is qualified and in good standing to do business wherever necessary to carry on its present business and operations; (ii) the Guarantor has full legal right, the corporate power and authority to enter into this Guaranty, to incur the obligations provided for herein, Guaranty and to execute pay and deliver the same to Beneficiaryperform its obligations hereunder; (biii) this Guaranty has been duly authorized, executed and delivered by Guarantor the Guarantor, and constitutes Guarantor’s valid the valid, legal and legally binding obligation, obligation of the Guarantor enforceable against Guarantor in accordance with its terms; (iv) no vote or consent of, subject to bankruptcyor notice to, insolvencythe holders of any class of stock of the Guarantor is required, reorganizationor if required, and similar laws affecting the enforcement of creditor’s rights such vote or contractual obligations generally and, as to enforcementconsent has been obtained or given, to general principles authorize the execution, delivery and performance of equity, regardless of whether applied in a proceeding at law or in equitythis Guaranty; (cv) no approval or consent of any foreign, federal, state, county, local or other governmental or regulatory body, and no approval or consent of any other Person is required in connection with neither the execution and delivery by the Guarantor of this Guaranty or nor compliance by the consummation and performance by Guarantor of with the transactions contemplated hereby (other than consents and approvals that have been obtained); (d) the execution and delivery of this Guaranty and the obligations created hereby have been duly authorized by all necessary proceedings on the part of Guarantor, and will not conflict provisions hereof conflicts with or result results in the a breach or violation of any of the terms provisions of the Certificate of Incorporation or conditions ofBy-laws of the Guarantor or of any applicable law, judgment, order, writ, injunction, decree, award, rule or regulation of any court, administrative agency or other governmental authority, or constitute (or with notice or lapse of time or both would constitute) a default under the governing documents any indenture, mortgage, deed of Guarantortrust, any instrument, contract agreement or other agreement instrument of any nature to which the Guarantor is a party or by which it is bound, or to which Guarantor constitutes a default under any thereof or will result in the creation of any lien, charge, security interest or other encumbrance in favor of any one other than the Beneficiary upon any of the assets of the Guarantor’s assets ; (vi) no consent, approval, withholding of objection or properties are bound other authorization of or subject; by any court, administrative agency, other governmental authority or any statute other person is required, except such consents, approvals or any regulationother authorizations which have been duly obtained and are in full force and effect, orderin connection with the execution, judgment delivery or decree performance by the Guarantor of any court this Guaranty; (vii) there are no actions, suits or governmental or regulatory body; and (e) Guarantor is not a party to proceedings pending, or, to the knowledge of the Guarantor, threatened threatened, in writing with any litigation court or judicialbefore any administrative agency or other governmental authority against or affecting the Guarantor, administrative or arbitration proceeding which, if adversely decided would or could, individually or in the aggregate, materially and adversely affect the business, operations, property or financial condition of the Guarantor or the ability of the Guarantor to Guarantorperform any of its obligations under this Guaranty; (viii) no Event of Default or event or condition which upon the passage of time, the giving of notice, or both, would restrainconstitute an Event of Default under the Lease, prohibit exists or materially delay is continuing; (ix) the transactions contemplated herebyfinancial statements of the Guarantor furnished to the Beneficiary have been prepared in conformity with generally accepted accounting principles consistently applied and accurately and completely present the financial condition and the results of operations of the Guarantor as of the dates of and for the periods covered by such statements; and (x) there has been no material adverse change in the Guarantor's financial or other condition, business, operations, properties, assets or prospects since the date of the most recent financial statements of the Guarantor furnished to the Beneficiary.

Representations and Warranties of Guarantor. Guarantor hereby represents makes the following representations and warrants to Beneficiary that warranties as of the date of this Agreement: (a) Guarantor has full legal rightis duly organized, power validly existing and authority to enter into this Guaranty, to incur in good standing under the obligations provided for herein, and to execute and deliver the same to Beneficiarylaws of its state of formation; (b) the execution, delivery and performance of this Guaranty has Agreement and the incurrence and performance of the Guaranteed Obligations, now or hereafter owing (i) are within the powers of Guarantor and (ii) do not require any approval or consent of, or filing with, any governmental authority or other Person (or such approvals and consents have been duly executed obtained and delivered by Guarantor and constitutes to Lender) and, to Guarantor’s valid and legally binding obligationknowledge, enforceable against Guarantor are not in accordance with its terms, subject contravention of any provision of law applicable to bankruptcy, insolvency, reorganization, and similar laws affecting the enforcement of creditor’s rights or contractual obligations generally and, as to enforcement, to general principles of equity, regardless of whether applied in a proceeding at law or in equityGuarantor; (c) no approval or consent of any foreign, federal, state, county, local or other governmental or regulatory body, and no approval or consent of any other Person is required in connection with the execution and delivery by Guarantor of this Guaranty or the consummation and performance by Guarantor of the transactions contemplated hereby (other than consents and approvals that have been obtained); (d) the execution and delivery of this Guaranty Agreement and the obligations created hereby have been duly authorized by all necessary proceedings on the part of Guarantor, and will not conflict with or result in the breach or violation of any of the terms or conditions of, or constitute (or with notice or lapse of time or both would constitute) a default under the governing documents of Guarantor, any instrument, contract or other agreement Loan Documents to which Guarantor is a party constitute when delivered, valid and binding obligations of Guarantor, enforceable in accordance with their respective terms, subject to principles of equity and except as limited by bankruptcy, insolvency or by or other laws of general application relating to which Guarantor or Guarantor’s assets or properties are bound or subjectthe enforcement of creditors’ rights; or any statute or any regulation, order, judgment or decree of any court or governmental or regulatory body; and (ed) Guarantor is not a party to any indenture, loan or credit agreement, or any lease or other agreement or instrument, or subject to any restriction, which is likely to have a Guarantor Material Adverse Effect (as defined herein); (e) Guarantor has filed all tax returns which are required to be filed (or obtained proper extensions of time for the filing thereof) and has paid, or made adequate provision for the payment of, all taxes which have or may become due pursuant to said returns or to assessments received; (f) the financial statements and other information pertaining to Guarantor submitted to Lender fairly and accurately present in all material respects Guarantor’s financial condition as of the date thereof and there has been no material adverse change in the financial condition of Guarantor; (g) there is no litigation, at law or in equity, or any proceeding before any federal, state, provincial or municipal board or other governmental or administrative agency pending or, to the knowledge of Guarantor, threatened in writing with writing, which would reasonably be expected to have a Guarantor Material Adverse Effect, and no judgment, decree, or order of any litigation federal, state, provincial or judicialmunicipal court, board or other governmental or administrative or arbitration proceeding which, if decided adversely agency has been issued against Guarantor which would reasonably be expected to have a Guarantor Material Adverse Effect; (h) the making of the Loan to Borrower will result in material benefits to Guarantor; (i) Guarantor (1) has not entered into this Agreement or any Loan Document with the actual intent to hinder, would restraindelay, prohibit or materially delay defraud any creditor and (2) has received reasonably equivalent value in exchange for the transactions contemplated hereby.Guaranteed Obligations hereunder and under the Loan Documents; (j) Guarantor is not a “foreign person” within the meaning of Section 1445(1)(3) of the Internal Revenue Code and (k) the relationship between Lender and Guarantor with respect to the Loan is solely that of lender and guarantor. Lender has no fiduciary or other special relationship with or duty to Guarantor with respect to the Loan and none is created hereby or may be inferred from any course of dealing or act or omission of Lender. Each of the representations and covenants of and/or relating to

Representations and Warranties of Guarantor. As of the date hereof, Guarantor hereby represents and warrants to Beneficiary that that: (a) Guarantor it is a [FORM OF ENTITY] duly organized and validly existing under the laws of [JURISDICTION] and has full legal right, the corporate power and authority to carry on its present business and operations, to own or hold under lease its properties and to enter into and perform its obligations under this Guaranty, to incur the obligations provided for hereinGuarantee, and to execute and deliver the same to Beneficiary; (b) this Guaranty Guarantee has been duly authorized, executed and delivered by Guarantor it and constitutes Guarantor’s is legal, valid and legally binding obligation, on it and is enforceable against Guarantor it in accordance with its terms, subject to except as such enforceability may be limited by bankruptcy, insolvency, reorganization, and moratorium or other similar laws affecting the enforcement rights of creditor’s rights or contractual obligations creditors generally and, as to enforcement, to and by general principles of equity, regardless of whether applied in a proceeding at law or in equity; (cb) no approval or consent of any foreign, federal, state, county, local or other governmental or regulatory body, and no approval or consent of any other Person is required in connection with the execution and delivery by Guarantor of this Guaranty or the consummation Guarantee and performance compliance by Guarantor it with all of the transactions contemplated hereby (other than consents and approvals that have been obtained); (d) the execution and delivery of this Guaranty and the obligations created hereby have been duly authorized by all necessary proceedings on the part of Guarantor, provisions hereof do not and will not conflict with contravene any Law or result in the breach or violation any order of any of court or governmental authority or agency applicable to or binding on it or contravene the terms or conditions provisions of, or constitute (or with notice or lapse of time or both would constitute) a default under the governing documents under, [its certificate of Guarantorincorporation or by-laws] or any indenture, any instrumentmortgage, contract or other any agreement or instrument to which Guarantor it is a party or by which it or any of its property may be bound or affected; (c) no authorization or approval or other action by, and no notice to which or filing with, any [jurisdiction of organization] governmental authority having authority over Guarantor or Guarantor’s its assets is required for the due execution, delivery or properties performance by it of this Guarantee; (d) there are bound no pending or subject; threatened actions or any statute or any regulation, order, judgment or decree of proceedings before any court or governmental or regulatory bodyadministrative agency which would materially adversely affect its ability to perform its obligations under this Guarantee; (e) the Owner Participant is a majority-owned subsidiary of Guarantor; and (ef) Guarantor is not a party to or, to the knowledge of Guarantor, threatened in writing with any litigation or judicial, administrative or arbitration proceeding which, if decided adversely to Guarantor, would restrain, prohibit or materially delay the transactions contemplated hereby.Qualifying Institution. LA 1 – Participation Agreement [Guarantee ([Year] MSN [MSN])]

Representations and Warranties of Guarantor. Guarantor hereby represents and warrants to Beneficiary that (a) Guarantor has full legal right, power and authority to enter into this Guaranty, to incur the obligations provided for herein, and to execute and deliver the same to Beneficiary; (b) this Guaranty has been duly executed and delivered by Guarantor and constitutes Guarantor’s valid and legally binding obligation, enforceable against Guarantor in accordance with its terms, subject to bankruptcy, insolvency, reorganization, and similar laws affecting the enforcement of creditor’s rights or contractual obligations generally and, as to enforcement, to general principles of equity, regardless of whether applied in a proceeding at law or in equity; (c) no approval or consent of any foreign, federal, state, county, local or other governmental or regulatory body, and no approval or consent of any other Person is required in connection with the execution and delivery by Guarantor of this Guaranty or the consummation and performance by Guarantor of the transactions contemplated hereby (other than consents and approvals that have been obtained); (d) the execution and delivery of this Guaranty and the obligations created hereby have been duly authorized by all necessary proceedings on the part of Guarantor, and will not conflict with or result in the breach or violation of any of the terms or conditions of, or constitute (or with notice or lapse of time or both would constitute) a default under the governing documents of Guarantor, any instrument, contract or other agreement to which Guarantor is a party or by or to which Guarantor or 3 Guarantor’s assets or properties are bound or subject; or any statute or any regulation, order, judgment or decree of any court or governmental or regulatory body; and (e) Guarantor is not a party to or, to the knowledge of Guarantor, threatened in writing with any litigation or judicial, administrative or arbitration proceeding which, if decided adversely to Guarantor, would restrain, prohibit or materially delay the transactions contemplated hereby.

Representations and Warranties of Guarantor. Guarantor hereby represents makes the following representations and warrants to Beneficiary that warranties as of the date of this Agreement: (a) Guarantor has full legal rightis duly organized, power validly existing and authority to enter into this Guaranty, to incur in good standing under the obligations provided for herein, and to execute and deliver the same to Beneficiarylaws of its state of formation; (b) the execution, delivery and performance of this Guaranty has Agreement and the incurrence and performance of the Guaranteed Obligations, now or hereafter owing (i) are within the powers of Guarantor and (ii) do not require any approval or consent of, or filing with, any governmental authority or other Person (or such approvals and consents have been duly executed obtained and delivered by Guarantor and constitutes to Lender) and, to Guarantor’s valid and legally binding obligationknowledge, enforceable against Guarantor are not in accordance with its terms, subject contravention of any provision of law applicable to bankruptcy, insolvency, reorganization, and similar laws affecting the enforcement of creditor’s rights or contractual obligations generally and, as to enforcement, to general principles of equity, regardless of whether applied in a proceeding at law or in equityGuarantor; (c) no approval or consent of any foreign, federal, state, county, local or other governmental or regulatory body, and no approval or consent of any other Person is required in connection with the execution and delivery by Guarantor of this Guaranty or the consummation and performance by Guarantor of the transactions contemplated hereby (other than consents and approvals that have been obtained); (d) the execution and delivery of this Guaranty Agreement and the obligations created hereby have been duly authorized by all necessary proceedings on the part of Guarantor, and will not conflict with or result in the breach or violation of any of the terms or conditions of, or constitute (or with notice or lapse of time or both would constitute) a default under the governing documents of Guarantor, any instrument, contract or other agreement Loan Documents to which Guarantor is a party constitute when delivered, valid and binding obligations of Guarantor, enforceable in accordance with their respective terms, subject to principles of equity and except as limited by bankruptcy, insolvency or by or other laws of general application relating to which Guarantor or Guarantor’s assets or properties are bound or subjectthe enforcement of creditors’ rights; or any statute or any regulation, order, judgment or decree of any court or governmental or regulatory body; and (ed) Guarantor is not a party to any indenture, loan or credit agreement, or any lease or other agreement or instrument, or subject to any restriction, which is likely to have a Guarantor Material Adverse Effect (as defined herein); (e) Guarantor has filed all tax returns which are required to be filed (or obtained proper extensions of time for the filing thereof) and has paid, or made adequate provision for the payment of, all taxes which have or may become due pursuant to said returns or to assessments received; (f) the financial statements and other information pertaining to Guarantor submitted to Lender fairly and accurately present in all material respects Guarantor’s financial condition as of the date thereof and there has been no material adverse change in the financial condition of Guarantor; (g) there is no litigation, at law or in equity, or any proceeding before any federal, state, provincial or municipal board or other governmental or administrative agency pending or, to the knowledge of Guarantor, threatened in writing with writing, which would reasonably be expected to have a Guarantor Material Adverse Effect, and no judgment, decree, or order of any litigation federal, state, provincial or judicialmunicipal court, board or other governmental or administrative or arbitration proceeding which, if decided adversely agency has been issued against Guarantor which would reasonably be expected to have a Guarantor Material Adverse Effect; (h) the making of the Loan to Borrower will result in material benefits to Guarantor; (i) Guarantor (1) has not entered into this Agreement or any Loan Document with the actual intent to hinder, delay, or defraud any creditor and (2) has received reasonably equivalent value in exchange for the Guaranteed Obligations hereunder and under the Loan Documents; (j) Guarantor is not a “foreign person” within the meaning of Section 1445(1)(3) of the Internal Revenue Code and (k) the relationship between Lender and Guarantor with respect to the Loan is solely that of lender and guarantor. Lender has no fiduciary or other special relationship with or duty to Guarantor with respect to the Loan and none is created hereby or may be inferred from any course of dealing or act or omission of Lender. Each of the representations and covenants of and/or relating to Guarantor set forth in the other Loan Documents are hereby re-made by Guarantor and incorporated herein by reference as if fully set forth herein. As used herein, “Guarantor Material Adverse Effect” means a material adverse effect upon (a) the financial condition, income or operation of Guarantor, or (b) the ability of Guarantor to perform its obligations under any Loan Documents, or (c) the ability of Lender to enforce or collect any of the Guaranteed Obligations from Guarantor in accordance with the terms of the Loan Documents. In determining whether any individual event would restrainresult in a Guarantor Material Adverse Effect, prohibit or materially delay notwithstanding that such event does not of itself have such effect, a Guarantor Material Adverse Effect shall be deemed to have occurred if the transactions contemplated herebycumulative effect of such event and all other than occurring events and existing conditions would result in a Guarantor Material Adverse Effect.

Representations and Warranties of Guarantor. Guarantor hereby represents and warrants to Beneficiary that (a) Guarantor has full legal right, power and authority to enter into this Guaranty, to incur the obligations provided for herein, and to execute and deliver the same to Beneficiary; (b) this Guaranty has been duly executed and delivered by Guarantor and constitutes Guarantor’s valid and legally binding obligation, enforceable against Guarantor in accordance with its terms, subject to bankruptcy, insolvency, reorganization, and similar laws affecting the enforcement of creditor’s rights or contractual obligations generally and, as to enforcement, to general principles of equity, regardless of whether applied in a proceeding at law or in equity; (c) no approval or consent of any foreign, federal, state, county, local or other governmental or regulatory body, and no approval or consent of any other Person is required in connection with the execution and delivery by Guarantor of this Guaranty or the consummation and performance by Guarantor of the transactions contemplated hereby (other than consents and approvals that have been obtained); (d) the execution and delivery of this Guaranty and the obligations created hereby have been duly authorized by all necessary proceedings on the part of Guarantor, and will not conflict with or result in the breach or violation of any of the terms or conditions of, or constitute (or with notice or lapse of time or both would constitute) a default under the governing documents of Guarantor, any instrument, contract or other agreement to which Guarantor is a party or by or to which Guarantor or Guarantor’s assets or properties are bound or subject; or any statute or any regulation, order, judgment or decree of any court or governmental or 3 regulatory body; and (e) Guarantor is not a party to or, to the knowledge of Guarantor, threatened in writing with any litigation or judicial, administrative or arbitration proceeding which, if decided adversely to Guarantor, would restrain, prohibit or materially delay the transactions contemplated hereby.

Representations and Warranties of Guarantor. The Guarantor hereby covenants, represents and warrants to Beneficiary that (a) the OBLIGEES as follows: The Guarantor has is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, with full legal right, corporate power and authority to enter into this Guaranty, to incur the obligations provided for herein, Guaranty and to execute perform its obligations hereunder. The execution, delivery and deliver performance by the same to Beneficiary; (b) Guarantor of this Guaranty has are within the corporate power of the Guarantor and have been duly executed authorized by all necessary corporate action of the Guarantor. The execution, delivery and delivered performance by the Guarantor of this Guaranty does not and constitutes Guarantor’s valid and legally will not conflict with or violate any law, judgment, order or decree binding obligation, enforceable against on the Guarantor in accordance with its terms, subject or the Articles of Incorporation or By Laws of the Guarantor or any contract or agreement to bankruptcy, insolvency, reorganization, and similar laws affecting which the enforcement of creditor’s rights Guarantor is a party or contractual obligations generally and, as to enforcement, to general principles of equity, regardless of whether applied in a proceeding at law or in equity; (c) no approval or by which it is bound. No additional consent of any foreign, federal, state, county, local or other governmental or regulatory bodyperson, and no notice to, filing or registration with, or authorization, consent or approval of, any governmental, regulatory or consent of any other Person self-regulatory agency is necessary or required to be made or obtained by the Guarantor in connection with the execution and delivery by the Guarantor of this Guaranty or the consummation and performance by the Guarantor of its obligations hereunder. This Guaranty constitutes a valid and binding obligation of the transactions contemplated hereby (other than consents and approvals that have been obtained); (d) the execution and delivery of this Guaranty and the obligations created hereby have been duly authorized by all necessary proceedings on the part of Guarantor, and will not conflict enforceable against the Guarantor in accordance with its terms. There is no litigation, arbitration proceeding, governmental investigation, citation or result in the breach or violation action of any of the terms or conditions of, or constitute (or with notice or lapse of time or both would constitute) a default under the governing documents of Guarantor, any instrument, contract or other agreement to which Guarantor is a party or by or to which Guarantor or Guarantor’s assets or properties are bound or subject; or any statute or any regulation, order, judgment or decree of any court or governmental or regulatory body; and (e) Guarantor is not a party to kind pending or, to the knowledge of the Guarantor, proposed or threatened in writing with any litigation against the Guarantor or judicialrelating to the business, administrative assets or arbitration proceeding properties of the Guarantor which, if decided adversely to Guarantordetermined, would restrain, prohibit or materially delay and adversely affect the transactions contemplated herebyability of the Guarantor to perform its obligations hereunder.

Representations and Warranties of Guarantor. Guarantor hereby represents makes the following representations and warrants to Beneficiary that warranties (each of which shall remain materially true and correct during the term hereof): (a) it is duly organized, validly existing and in good standing under the laws of its state of formation, and Guarantor has full legal right, all requisite right and power and authority to enter into this Guaranty, to incur the obligations provided for herein, and to execute and deliver this Guaranty and to perform the same to BeneficiaryGuaranteed Obligations; (b) the execution, delivery and performance of this Guaranty has and the incurrence of the Guaranteed Obligations, now or hereafter owing, and the creation of liens on Guarantor’s assets (i) are within its powers and (ii) do not require any approval or consent of, or filing with, any governmental authority or other Person having jurisdiction over Guarantor (or such approvals and consents have been duly executed obtained and delivered by Guarantor to the Administrative Agent and constitutes the Lenders) and to Guarantor’s knowledge are not in contravention of any provision of law applicable to Guarantor; (c) this Guaranty and the other Loan Documents to which Guarantor is a party constitutes when delivered, valid and legally binding obligationobligations of Guarantor, enforceable against Guarantor in accordance with its their respective terms, subject to bankruptcy, insolvency, reorganization, and similar except as may be limited by laws affecting the enforcement of creditor’s creditors rights generally or contractual obligations by generally and, as to enforcement, to general applicable principles of equity, regardless of whether applied in a proceeding at law or in equity; (c) no approval or consent of any foreign, federal, state, county, local or other governmental or regulatory body, and no approval or consent of any other Person is required in connection with the execution and delivery by Guarantor of this Guaranty or the consummation and performance by Guarantor of the transactions contemplated hereby (other than consents and approvals that have been obtained); (d) the execution and delivery of this Guaranty and the obligations created hereby have been duly authorized by all necessary proceedings on the part of Guarantor, and will not conflict with or result in the breach or violation of any of the terms or conditions of, or constitute (or with notice or lapse of time or both would constitute) a default under the governing documents of Guarantor, any instrument, contract or other agreement to which Guarantor is a party or by or to which Guarantor or Guarantor’s assets or properties are bound or subject; or any statute or any regulation, order, judgment or decree of any court or governmental or regulatory body; and (e) Guarantor is not a party to any indenture, loan or credit agreement, or any lease or other agreement or instrument, or subject to any restriction, which is likely to have a Material Adverse Effect; (e) Guarantor has filed all tax returns which are required to be filed (or obtained proper extensions of time for the filing thereof) and has paid, or made adequate provision for the payment of, all taxes which have or may become due pursuant 14 to said returns or to assessments received; (f) the financial statements and other information pertaining to Guarantor submitted to Administrative Agent are true, complete and correct in all material respects and do not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading; (g) there is no litigation, at law or in equity, or any proceeding before any federal, state, provincial or municipal board or other governmental or administrative agency pending or, to the knowledge of Guarantor, threatened threatened, or any basis therefor, which involves a risk of any material judgment or liability not fully covered by insurance (other than any deductible) which is likely to be adversely determined and if so, would have a Material Adverse Effect, and no judgment, decree, or order of any federal, state, provincial or municipal court, board or other governmental or administrative agency has been issued against Guarantor which has a Material Adverse Effect; (h) the making of the Loan to Borrower will result in writing material benefits to Guarantor; (i) Guarantor (1) has not entered into this Guaranty or any Loan Document with the actual intent to hinder, delay, or defraud any creditor and (2) has received reasonably equivalent value in exchange for the Guaranteed Obligations hereunder and under the Loan Documents; (j) Guarantor is not a “foreign person” within the meaning of Section 1445(1)(3) of the Internal Revenue Code; and (k) in addition, Guarantor hereby certifies that its financial statements provided to Administrative Agent in connection with the restructure and upsize of the Loan did not reflect any material assets held in a trust or in any similar legal entity. Each of the representations and covenants of and/or relating to Guarantor set forth in the other Loan Documents are hereby re-made by Guarantor and incorporated herein by reference as if fully set forth herein. 25. Financial Covenants of Guarantor (a) Guarantor (i) shall keep and maintain complete and accurate books and records and (ii) shall permit Administrative Agent and any authorized representatives of Administrative Agent to have access to and to inspect, examine and make copies of the books and records, any and all accounts, data and other documents of Guarantor, at all reasonable times, during normal business hours, at Guarantor’s address for notices as set forth herein upon the giving of reasonable prior written notice of such intent. Guarantor shall also provide to Administrative Agent, within ten (10) Business Days following Administrative Agent’s reasonable prior written request, such proofs of payments, costs, expenses, revenues and earnings, and other documentation as Administrative Agent may reasonably request, from time to time, and with such other information, in such detail as may reasonably be required by Administrative Agent. (b) Administrative Agent shall have the right, at any time and from time to time upon the occurrence and continuance of an “Event of Default” hereunder or under the other Loan Documents, to audit the books and records of Guarantor. (c) During the term hereunder, Guarantor will furnish or cause to be furnished to Administrative Agent, as soon as available, and in any event within one hundred and twenty (120) days after the end of each calendar year, the annual financial statements of Guarantor, which financial statements shall be prepared by Guarantor 15 and accompanied by an officer’s certificate executed by a duly authorized financial officer of Guarantor, as applicable, stating that such annual financial statements present fairly the financial condition and the results of operations of Guarantor, as applicable, in all material respects, and which shall include Guarantor’s balance sheet, tax returns (to the extent available; provided, however, that if Guarantor (or its parent(s), to the extent such tax returns are consolidated therewith) has filed for an extension of such tax returns for the applicable fiscal year, Guarantor agrees to deliver the same as soon as practicable following filing thereof by the extension deadline (such extension deadline not to be more than six (6) months after the original filing deadline)) and statements of net worth and contingent liabilities. All such financial statements shall (A) be certified by Guarantor to Administrative Agent as true and correct in all material respects and (B) contain such backup and/or supporting information as may be reasonably requested by Administrative Agent. In addition, Guarantor shall within thirty (30) days after written request by Administrative Agent, furnish to Administrative Agent any other financial information reasonably requested by Administrative Agent from time to time in respect of Guarantor. (d) During the term hereunder, Guarantor will furnish or cause to be furnished to Administrative Agent, within sixty (60) days after the end of each calendar quarter, a compliance certificate substantially in the form of Exhibit A hereto. (e) Guarantor hereby makes the following additional affirmative covenants: (i) At all times throughout the Term of this Guaranty, Guarantor shall, in the aggregate, maintain Unencumbered Liquid Assets (as defined below) of not less than $10,000,000. (ii) Until the Initial Maturity Date, Guarantor shall maintain an aggregate Net Worth (as defined below) (the “Net Worth Threshold”) of not less than $100,000,000. From and after the Initial Maturity Date, until the remainder of the Term of this Guaranty, Guarantor shall maintain an aggregate Net Worth Threshold of not less than $75,000,000. (iii) As used above, the following terms shall have the following meanings: (1) “Net Worth” means with respect to any Person’s net worth as of a given date, calculated in accordance with Accounting Principles as to such Person’s total assets (including any Intangible Assets and Unencumbered Liquid Assets) minus its total liabilities and shall (A) be based on market valuations and (B) not include the value of the Property or Guarantor’s interest in the Property (or Guarantor’s indirect equity interest in the Borrower) or in any other asset that is part of the collateral for the Loan. Net Worth shall expressly include unfunded capital commitments in Guarantor (or its members) which capital commitments are unconditional, irrevocable and unpledged. 16 (2) “Cash and Cash Equivalents” shall mean: (i) United States dollars and (ii) any of the following which may be liquidated without restrictions within ten (10) Business Days or less: (a) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof having maturities of not more than six (6) months from the date of acquisition; (b) certificates of deposit and Eurodollar time deposits with maturities of six (6) months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any litigation domestic commercial bank having capital and surplus in excess of $500 million and an S&P Certificate of Deposit Rating (short term) of A-1 or judicialbetter or the equivalent by Xxxxx’x; (c) repurchase obligations with a term of not more than seven (7) days for underlying securities of the types described in clauses (ii)(a) and (b) above entered into with any financial institution meeting the qualifications specified in clause (ii) (b) above; (d) commercial paper having the highest rating obtainable from Xxxxx’x or S&P, administrative and in each case maturing within six months after the date of acquisition; and (e) money market funds substantially all the assets of which are comprised of securities and other obligations of the types described in clauses (i) and (ii)(a) through (d) above. (3) “Intangible Assets” shall mean those assets of a Person (whether having determinate or arbitration proceeding whichindeterminate lives) that lack physical substance (other than accounts receivable) and that are considered under GAAP to be intangibles but, if decided adversely in any event, shall include, without limitation, goodwill, deferred financing costs, organizational costs and patent, copyright, franchise, trademark, customer contracts and relationships, covenants not to compete, technology and process costs and related amounts and capitalized research and development costs included on a balance sheet of such Person. (4) “Unencumbered Liquid Assets” shall be determined by Administrative Agent in its reasonable discretion and shall mean the “liquid assets” of Guarantor, would restrainfree and clear of all liens and shall include only the following assets of Guarantor as set forth on Guarantor’s balance sheet: (x) all Cash and Cash Equivalents, prohibit and (y) the following, to the extent acquired for investment or materially delay with a view to achieving trading profits (and which may be liquidated without restrictions within ten (10) Business Days or less): marketable securities owned of record and beneficially by Guarantor and which are freely tradeable, without any restriction on the transactions contemplated herebyNew York Stock Exchange, the American Stock Exchange or NASDAQ, and (z) unfunded capital commitments in Guarantors which capital commitments are unconditional, irrevocable and unpledged. (iv) Guarantor shall not, at any time while a default in the payment of the Guaranteed Obligations has occurred and is continuing, either (i) enter into or effectuate any transaction with any Affiliate, including the payment of any dividend or distribution to a shareholder, or the redemption, retirement, purchase or other acquisition for consideration of any stock in Guarantor or (ii) sell, pledge, mortgage or otherwise transfer to any Person any of Guarantor’s assets, or any interest therein, in either case (i) or (ii), which could have the effect of reducing the Net Worth of Guarantor below the applicable Net Worth Threshold. 26.

Representations and Warranties of Guarantor. As of the date hereof, Guarantor hereby represents and warrants to Beneficiary that that: (a) Guarantor it is a [FORM OF ENTITY] duly organized and validly existing under the laws of [JURISDICTION] and has full legal right, the corporate power and authority to carry on its present business and operations, to own or hold under lease its properties and to enter into and perform its obligations under this Guaranty, to incur the obligations provided for hereinGuarantee, and to execute and deliver the same to Beneficiary; (b) this Guaranty Guarantee has been duly authorized, executed and delivered by Guarantor it and constitutes Guarantor’s is legal, valid and legally binding obligation, on it and is enforceable against Guarantor it in accordance with its terms, subject to except as such enforceability may be limited by bankruptcy, insolvency, reorganization, and moratorium or other similar laws affecting the enforcement rights of creditor’s rights or contractual obligations creditors generally and, as to enforcement, to and by general principles of equity, regardless of whether applied in a proceeding at law or in equity; (cb) no approval or consent of any foreign, federal, state, county, local or other governmental or regulatory body, and no approval or consent of any other Person is required in connection with the execution and delivery by Guarantor of this Guaranty or the consummation Guarantee and performance compliance by Guarantor it with all of the transactions contemplated hereby (other than consents and approvals that have been obtained); (d) the execution and delivery of this Guaranty and the obligations created hereby have been duly authorized by all necessary proceedings on the part of Guarantor, provisions hereof do not and will not conflict with contravene any Law or result in the breach or violation any order of any of court or governmental authority or agency applicable to or binding on it or contravene the terms or conditions provisions of, or constitute (or with notice or lapse of time or both would constitute) a default under the governing documents under, [its certificate of Guarantorincorporation or by-laws] or any indenture, any instrumentmortgage, contract or other any agreement or instrument to which Guarantor it is a party or by which it or any of its property may be bound or affected; (c) no authorization or approval or other action by, and no notice to which or filing with, any [jurisdiction of organization] governmental authority having authority over Guarantor or Guarantor’s its assets is required for the due execution, delivery or properties performance by it of this Guarantee; (d) there are bound no pending or subject; threatened actions or any statute or any regulation, order, judgment or decree of proceedings before any court or governmental or regulatory bodyadministrative agency which would materially adversely affect its ability to perform its obligations under this Guarantee; (e) the Owner Participant is a majority-owned subsidiary of Guarantor; and (ef) Guarantor is not a party to or, to the knowledge of Guarantor, threatened in writing with any litigation or judicial, administrative or arbitration proceeding which, if decided adversely to Guarantor, would restrain, prohibit or materially delay the transactions contemplated hereby.Qualifying Institution. EXHIBIT G LA 1 – Participation Agreement [Guarantee ([Year] MSN [MSN])]

Representations and Warranties of Guarantor. Guarantor hereby represents makes the following representations and warrants to Beneficiary that warranties (each of which shall remain materially true and correct during the term hereof): (a) Guarantor has full legal right, power and authority to enter into this Guaranty, to incur the obligations provided for herein, and to execute and deliver the same to Beneficiaryreserved; (b) the execution, delivery and performance of this Guaranty has and the incurrence of the Guaranteed Obligations, now or hereafter owing, and the creation of liens on Guarantor’s assets do not require any approval or consent of, or filing with, any governmental authority or other Person having jurisdiction over Guarantor (or such approvals and consents have been duly executed obtained and delivered by Guarantor to the Administrative Agent and constitutes the Lenders) and to Guarantor’s knowledge are not in contravention of any provision of law applicable to Guarantor; (c) this Guaranty and the other Loan Documents to which Guarantor is a party constitutes when delivered, valid and legally binding obligationobligations of Guarantor, enforceable against Guarantor in accordance with its their respective terms, subject to bankruptcy, insolvency, reorganization, and similar except as may be limited by laws affecting the enforcement of creditor’s creditors rights generally or contractual obligations by generally and, as to enforcement, to general applicable principles of equity, regardless of whether applied in a proceeding at law or in equity; (c) no approval or consent of any foreign, federal, state, county, local or other governmental or regulatory body, and no approval or consent of any other Person is required in connection with the execution and delivery by Guarantor of this Guaranty or the consummation and performance by Guarantor of the transactions contemplated hereby (other than consents and approvals that have been obtained); (d) the execution and delivery of this Guaranty and the obligations created hereby have been duly authorized by all necessary proceedings on the part of Guarantor, and will not conflict with or result in the breach or violation of any of the terms or conditions of, or constitute (or with notice or lapse of time or both would constitute) a default under the governing documents of Guarantor, any instrument, contract or other agreement to which Guarantor is a party or by or to which Guarantor or Guarantor’s assets or properties are bound or subject; or any statute or any regulation, order, judgment or decree of any court or governmental or regulatory body; and (e) Guarantor is not a party to any indenture, loan or credit agreement, or any lease or other agreement or instrument, or subject to any restriction, which is likely to have a Material Adverse Effect; (e) Guarantor has filed all tax returns which are required to be filed (or obtained proper extensions of time for the filing thereof) and has paid, or made adequate provision for the payment of, all taxes which have or may become due pursuant to said returns or to assessments received; (f) the financial statements and other information pertaining to Guarantor submitted to Administrative Agent are true, complete and correct in all material respects and do not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading; (g) there is no litigation, at law or in equity, or any proceeding before any federal, state, provincial or municipal board or other governmental or administrative agency pending or, to the knowledge of Guarantor, threatened threatened, or any basis therefor, which involves a risk of any material judgment or liability not fully covered by insurance (other than any deductible) which is likely to be adversely determined and if so, would have a Material Adverse Effect, and no judgment, decree, or order of any federal, state, provincial or municipal court, board or other governmental or administrative agency has been issued against Guarantor which has a Material Adverse Effect; (h) the making of the Loan to Borrower will result in writing material benefits to Guarantor; (i) each Guarantor (1) has not entered into this Guaranty or any Loan Document with the actual intent to hinder, delay, or defraud any creditor and (2) has received reasonably equivalent value in exchange for the Guaranteed Obligations hereunder and under the Loan Documents; (j) Guarantor is not a “foreign person” within the meaning of Section 1445(1)(3) of the Internal Revenue Code; and (k) in addition, Guarantor hereby certifies that except as set forth in the financial statements provided to Administrative Agent in connection with the restructure and upsize of the Loan, Guarantor’s material assets are not held in a trust or in any similar legal entity. Each of the representations and covenants of and/or relating to Guarantor set forth in the other Loan Documents are hereby re-made by Guarantor and incorporated herein by reference as if fully set forth herein. 26. Financial Covenants of Guarantor (a) Guarantor (i) shall keep and maintain complete and accurate books and records and (ii) shall permit Administrative Agent and any authorized representatives of Administrative Agent to have access to and to inspect, examine and make copies of the books and records, any and all accounts, data and other documents of Guarantor, at all reasonable times, during normal business hours, at Guarantor’s address for notices as set forth herein upon the giving of reasonable prior written notice of such intent. Guarantor shall also provide to Administrative Agent, within ten (10) Business Days following Administrative Agent’s reasonable prior written request, such proofs of payments, costs, expenses, revenues and earnings, and other documentation as Administrative Agent may reasonably request, from time to time, and with such other information, in such detail as may reasonably be required by Administrative Agent. (b) Administrative Agent shall have the right, at any time and from time to time upon the occurrence and continuance of an “Event of Default” hereunder or under the other Loan Documents, to audit the books and records of Guarantor. (c) During the term hereunder, Guarantor will furnish or cause to be furnished to Administrative Agent, as soon as available, and in any event within one hundred and twenty (120) days after the end of each calendar year, the annual financial statements of Guarantor, which financial statements shall be prepared by Guarantor and accompanied by an officer’s certificate executed by a duly authorized financial officer of Guarantor, as applicable, stating that such annual financial statements present fairly the financial condition and the results of operations of Guarantor, as applicable, in all material respects, and which shall include Guarantor’s balance sheet, tax returns (to the extent available; provided, however, that if Guarantor (or its parent(s), to the extent such tax returns are consolidated therewith) has filed for an extension of such tax returns for the applicable fiscal year, Guarantor agrees to deliver the same as soon as practicable following filing thereof by the extension deadline (such extension deadline not to be more than six (6) months after the original filing deadline)) and statements of net worth and contingent liabilities. All such financial statements shall (A) be certified by Guarantor to Administrative Agent as true and correct in all material respects and (B) contain such backup and/or supporting information as may be reasonably requested by Administrative Agent. In addition, Guarantor shall within thirty (30) days after written request by Administrative Agent, furnish to Administrative Agent any other financial information reasonably requested by Administrative Agent from time to time in respect of Guarantor. (d) During the term hereunder, Guarantor will furnish or cause to be furnished to Administrative Agent, within sixty (60) days after the end of each calendar quarter, a compliance certificate substantially in the form of Exhibit A hereto. (e) Guarantor hereby makes the following additional affirmative covenants: (i) At all times throughout the Term of the Guaranty, Guarantor shall, in the aggregate, maintain Unencumbered Liquid Assets (as defined below) of not less than $10,000,000. (ii) Until the Initial Maturity Date, Guarantor shall maintain an aggregate Net Worth (as defined below) (the “Net Worth Threshold”) of not less than $100,000,000. From and after the Initial Maturity Date, until the remainder of the Term of this Guaranty, Guarantor shall maintain an aggregate Net Worth Threshold of not less than $75,000,000. (iii) As used above, the following terms shall have the following meanings: (1) “Net Worth” means with respect to any Person’s net worth calculated as of a given date, in accordance with Accounting Principles as to such Person’s total assets (including any Intangible Assets and Unencumbered Liquid Assets) minus its total liabilities (exclusive of any contingent liabilities and any liabilities which are not required to be disclosed in Guarantor’s financial statements pursuant to GAAP), as of such date, and shall (A) be based on market valuations and (B) not include the value of the Property or Guarantor’s interest in the Property (or Guarantor’s indirect equity interest in the Borrower) or in any other asset that is part of the collateral for the Loan. Net Worth shall expressly include unfunded capital commitments in Guarantor (or its members) which capital commitments are unconditional, irrevocable and unpledged. (2) “Cash and Cash Equivalents” shall mean: (i) United States dollars and (ii) any of the following which may be liquidated without restrictions within ten (10) Business Days or less: (a) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof having maturities of not more than six (6) months from the date of acquisition; (b) certificates of deposit and Eurodollar time deposits with maturities of six (6) months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any litigation domestic commercial bank having capital and surplus in excess of $500 million and an S&P Certificate of Deposit Rating (short term) of A-1 or judicialbetter or the equivalent by Xxxxx’x; (c) repurchase obligations with a term of not more than seven (7) days for underlying securities of the types described in clauses (ii)(a) and (b) above entered into with any financial institution meeting the qualifications specified in clause (ii) (b) above; (d) commercial paper having the highest rating obtainable from Xxxxx’x or S&P, administrative and in each case maturing within six months after the date of acquisition; and (e) money market funds substantially all the assets of which are comprised of securities and other obligations of the types described in clauses (i) and (ii)(a) through (d) above. (3) “Intangible Assets” shall mean those assets of a Person (whether having determinate or arbitration proceeding whichindeterminate lives) that lack physical substance (other than accounts receivable) and that are considered under GAAP to be intangibles but, if decided adversely in any event, shall include, without limitation, goodwill, deferred financing costs, organizational costs and patent, copyright, franchise, trademark, customer contracts and relationships, covenants not to compete, technology and process costs and related amounts and capitalized research and development costs included on a balance sheet of such Person. (4) “Unencumbered Liquid Assets” shall be determined by Administrative Agent in its reasonable discretion, and shall mean the “liquid assets” of Guarantor, would restrainfree and clear of all liens and shall include only the following assets of Guarantor as set forth on Guarantor’s balance sheet: (x) all Cash and Cash Equivalents, prohibit and (y) the following, to the extent acquired for investment or materially delay with a view to achieving trading profits (and which may be liquidated without restrictions within ten (10) Business Days or less): marketable securities owned of record and beneficially by Guarantor and which are freely tradeable, without any restriction on the transactions contemplated herebyNew York Stock Exchange, the American Stock Exchange or NASDAQ and (z) unfunded capital commitments in Guarantors which capital commitments are unconditional, irrevocable and unpledged.

Representations and Warranties of Guarantor. Guarantor hereby represents makes the following representations and warrants to Beneficiary that warranties (each of which shall remain materially true and correct during the term hereof): (a) it is duly organized, validly existing and in good standing under the laws of its state of formation, and Guarantor has full legal right, all requisite right and power and authority to enter into this Guaranty, to incur the obligations provided for herein, and to execute and deliver this Guaranty and to perform the same to BeneficiaryGuaranteed Obligations; (b) the execution, delivery and performance of this Guaranty has and the incurrence of the Guaranteed Obligations, now or hereafter owing, and the creation of liens on Guarantor’s assets (i) are within its powers and (ii) do not require any approval or consent of, or filing with, any governmental authority or other Person having jurisdiction over Guarantor (or such approvals and consents have been duly executed obtained and delivered by Guarantor to the Administrative Agent and constitutes the Lenders) and to Guarantor’s knowledge are not in contravention of any provision of law applicable to Guarantor; (c) this Guaranty and the other Loan Documents to which Guarantor is a party constitutes when delivered, valid and legally binding obligationobligations of Guarantor, enforceable against Guarantor in accordance with its their respective terms, subject to bankruptcy, insolvency, reorganization, and similar except as may be limited by laws affecting the enforcement of creditor’s creditors rights generally or contractual obligations by generally and, as to enforcement, to general applicable principles of equity, regardless of whether applied in a proceeding at law or in equity; (c) no approval or consent of any foreign, federal, state, county, local or other governmental or regulatory body, and no approval or consent of any other Person is required in connection with the execution and delivery by Guarantor of this Guaranty or the consummation and performance by Guarantor of the transactions contemplated hereby (other than consents and approvals that have been obtained); (d) the execution and delivery of this Guaranty and the obligations created hereby have been duly authorized by all necessary proceedings on the part of Guarantor, and will not conflict with or result in the breach or violation of any of the terms or conditions of, or constitute (or with notice or lapse of time or both would constitute) a default under the governing documents of Guarantor, any instrument, contract or other agreement to which Guarantor is a party or by or to which Guarantor or Guarantor’s assets or properties are bound or subject; or any statute or any regulation, order, judgment or decree of any court or governmental or regulatory body; and (e) Guarantor is not a party to any indenture, loan or credit agreement, or any lease or other agreement or instrument, or subject to any restriction, which is likely to have a Material Adverse Effect; (e) Guarantor has filed all tax returns which are required to be filed (or obtained proper extensions of time for the filing thereof) and has paid, or made adequate provision for the payment of, all taxes which have or may become due pursuant to said returns or to assessments received; (f) the financial statements and other information pertaining to Guarantor submitted to Administrative Agent are true, complete and correct in all material respects and do not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading; (g) there is no litigation, at law or in equity, or any proceeding before any federal, state, provincial or municipal board or other governmental or administrative agency pending or, to the knowledge of Guarantor, threatened threatened, or any basis therefor, which involves a risk of any material judgment or liability not fully covered by insurance (other than any deductible) which is likely to be adversely determined and if so, would have a Material Adverse Effect, and no judgment, decree, or order of any federal, state, provincial or municipal court, board or other governmental or administrative agency has been issued against Guarantor which has a Material Adverse Effect; (h) the making of the Loan to Borrower will result in writing material benefits to Guarantor; (i) Guarantor (1) has not entered into this Guaranty or any Loan Document with the actual intent to hinder, delay, or defraud any creditor and (2) has received reasonably equivalent value in exchange for the Guaranteed Obligations hereunder and under the Loan Documents; (j) Guarantor is not a “foreign person” within the meaning of Section 1445(1)(3) of the Internal Revenue Code; and (k) in addition, Guarantor hereby certifies that its financial statements provided to Administrative Agent in connection with the restructure and upsize of the Loan did not reflect any material assets held in a trust or in any similar legal entity. Each of the representations and covenants of and/or relating to Guarantor set forth in the other Loan Documents are hereby re-made by Guarantor and incorporated herein by reference as if fully set forth herein. 25. Financial Covenants of Guarantor 14 (a) Guarantor (i) shall keep and maintain complete and accurate books and records and (ii) shall permit Administrative Agent and any authorized representatives of Administrative Agent to have access to and to inspect, examine and make copies of the books and records, any and all accounts, data and other documents of Guarantor, at all reasonable times, during normal business hours, at Guarantor’s address for notices as set forth herein upon the giving of reasonable prior written notice of such intent. Guarantor shall also provide to Administrative Agent, within ten (10) Business Days following Administrative Agent’s reasonable prior written request, such proofs of payments, costs, expenses, revenues and earnings, and other documentation as Administrative Agent may reasonably request, from time to time, and with such other information, in such detail as may reasonably be required by Administrative Agent. (b) Administrative Agent shall have the right, at any time and from time to time upon the occurrence and continuance of an “Event of Default” hereunder or under the other Loan Documents, to audit the books and records of Guarantor. (c) During the term hereunder, Guarantor will furnish or cause to be furnished to Administrative Agent, as soon as available, and in any event within one hundred and twenty (120) days after the end of each calendar year, the annual financial statements of Guarantor, which financial statements shall be prepared by Guarantor and accompanied by an officer’s certificate executed by a duly authorized financial officer of Guarantor, as applicable, stating that such annual financial statements present fairly the financial condition and the results of operations of Guarantor, as applicable, in all material respects, and which shall include Guarantor’s balance sheet, tax returns (to the extent available; provided, however, that if Guarantor (or its parent(s), to the extent such tax returns are consolidated therewith) has filed for an extension of such tax returns for the applicable fiscal year, Guarantor agrees to deliver the same as soon as practicable following filing thereof by the extension deadline (such extension deadline not to be more than six (6) months after the original filing deadline)) and statements of net worth and contingent liabilities. All such financial statements shall (A) be certified by Guarantor to Administrative Agent as true and correct in all material respects and (B) contain such backup and/or supporting information as may be reasonably requested by Administrative Agent. In addition, Guarantor shall within thirty (30) days after written request by Administrative Agent, furnish to Administrative Agent any other financial information reasonably requested by Administrative Agent from time to time in respect of Guarantor. (d) During the term hereunder, Guarantor will furnish or cause to be furnished to Administrative Agent, within sixty (60) days after the end of each calendar quarter, a compliance certificate substantially in the form of Exhibit A hereto. (e) Guarantor hereby makes the following additional affirmative covenants: 15 (i) At all times throughout the Term of this Guaranty, Guarantor shall, in the aggregate, maintain Unencumbered Liquid Assets (as defined below) of not less than $10,000,000. (ii) Until the Initial Maturity Date, Guarantor shall maintain an aggregate Net Worth (as defined below) (the “Net Worth Threshold”) of not less than $100,000,000. From and after the Initial Maturity Date, until the remainder of the Term of this Guaranty, Guarantor shall maintain an aggregate Net Worth Threshold of not less than $75,000,000. (iii) As used above, the following terms shall have the following meanings: (1) “Net Worth” means with respect to any Person’s net worth as of a given date, calculated in accordance with Accounting Principles as to such Person’s total assets (including any Intangible Assets and Unencumbered Liquid Assets) minus its total liabilities and shall (A) be based on market valuations and (B) not include the value of the Property or Guarantor’s interest in the Property (or Guarantor’s indirect equity interest in the Borrower) or in any other asset that is part of the collateral for the Loan. Net Worth shall expressly include unfunded capital commitments in Guarantor (or its members) which capital commitments are unconditional, irrevocable and unpledged. (2) “Cash and Cash Equivalents” shall mean: (i) United States dollars and (ii) any of the following which may be liquidated without restrictions within ten (10) Business Days or less: (a) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof having maturities of not more than six (6) months from the date of acquisition; (b) certificates of deposit and Eurodollar time deposits with maturities of six (6) months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any litigation domestic commercial bank having capital and surplus in excess of $500 million and an S&P Certificate of Deposit Rating (short term) of A-1 or judicialbetter or the equivalent by Xxxxx’x; (c) repurchase obligations with a term of not more than seven (7) days for underlying securities of the types described in clauses (ii)(a) and (b) above entered into with any financial institution meeting the qualifications specified in clause (ii) (b) above; (d) commercial paper having the highest rating obtainable from Xxxxx’x or S&P, administrative and in each case maturing within six months after the date of acquisition; and (e) money market funds substantially all the assets of which are comprised of securities and other obligations of the types described in clauses (i) and (ii)(a) through (d) above. (3) “Intangible Assets” shall mean those assets of a Person (whether having determinate or arbitration proceeding whichindeterminate lives) that lack physical substance (other than accounts receivable) and that are considered under GAAP to be intangibles but, if decided adversely in any event, shall include, without limitation, goodwill, deferred financing costs, organizational costs and patent, copyright, franchise, trademark, customer contracts and relationships, covenants not to compete, technology and process costs and related amounts and capitalized research and development costs included on a balance sheet of such Person. 16 (4) “Unencumbered Liquid Assets” shall be determined by Administrative Agent in its reasonable discretion and shall mean the “liquid assets” of Guarantor, would restrainfree and clear of all liens and shall include only the following assets of Guarantor as set forth on Guarantor’s balance sheet: (x) all Cash and Cash Equivalents, prohibit and (y) the following, to the extent acquired for investment or materially delay with a view to achieving trading profits (and which may be liquidated without restrictions within ten (10) Business Days or less): marketable securities owned of record and beneficially by Guarantor and which are freely tradeable, without any restriction on the transactions contemplated herebyNew York Stock Exchange, the American Stock Exchange or NASDAQ, and (z) unfunded capital commitments in Guarantors which capital commitments are unconditional, irrevocable and unpledged. (iv) Guarantor shall not, at any time while a default in the payment of the Guaranteed Obligations has occurred and is continuing, either (i) enter into or effectuate any transaction with any Affiliate, including the payment of any dividend or distribution to a shareholder, or the redemption, retirement, purchase or other acquisition for consideration of any stock in Guarantor or (ii) sell, pledge, mortgage or otherwise transfer to any Person any of Guarantor’s assets, or any interest therein, in either case (i) or (ii) above, which could have the effect of reducing the Net Worth of Guarantor below the applicable Net Worth Threshold. 26.