Common use of Covenants of Guarantor Clause in Contracts

Covenants of Guarantor. The Guarantor hereby covenants and agrees that: (a) Guarantor guarantees, unconditionally, that the Loan and other obligations of Borrower under the Loan Documents will be paid and performed in accordance with their terms, promptly upon demand of the Lender. (b) Guarantor shall cause the Borrower to fully perform and observe all of the covenants, agreements and obligations of the Borrower under each of the Loan Documents. (c) If Guarantor shall receive any monies, by reason of the exercise of any rights of subrogation or contribution, prior to the payment in full and performance of the Obligations contained herein and under the Loan Documents, such amounts shall be paid by such Guarantor directly to the Lender. (d) If Borrower is now or shall hereafter become indebted to Guarantor, the amount of each sum and such indebtedness shall at all times be subordinate, as to lien, time of payment and in all other respects to the amounts owing to the Lender under the Loan Documents, and Guarantor shall not be entitled to enforce or receive payment thereof until all sums owing to the Lender have been paid. Nothing herein contained is intended or shall be construed to give Guarantor any right of subrogation in or under the Note, or any right to participate in any way therein, notwithstanding any payments made by Guarantor under the Guaranty. The obligations of the Guarantor hereunder shall continue in full force and effect until the obligations and all obligations of the Borrower shall have been fully paid and performed. (e) At all times during the term of this Guaranty, Guarantor shall operate and maintain its assets and properties in a reasonable manner and keep their property in good repair, and shall not despoil their assets. (f) Guarantor shall promptly notify Lender of any material and adverse changes in Guarantor's financial condition during the period of time that the Loan remains outstanding. (g) Guarantor shall promptly notify Lender of any litigations, actions, proceedings, claims or investigations, pending or threatened against Guarantor, that may materially and adversely affect the financial condition of Guarantor.

Covenants of Guarantor. The Guarantor hereby covenants and agrees thatwith Lender that until all indebtedness guaranteed hereby has been completely repaid and all obligations and undertakings of Borrower under, by reason of, or pursuant to the Note and the Loan Documents have been completely performed: (a) Guarantor guaranteeswill, unconditionallyand will cause each of its Subsidiaries to, that the Loan do or cause to be done all things necessary to preserve and other obligations of Borrower under the Loan Documents will be paid keep in full force and performed in accordance effect its corporate or legal existence, material rights and franchises, as applicable, to effect and maintain its foreign qualifications, licensing, domestication or authorization, and to comply with their termsall applicable laws and regulations (including, promptly upon demand of the Lender.without limitation, environmental laws); (b) Guarantor shall cause will have as its sole business purpose being the Borrower to fully perform and observe all of the covenants, agreements and obligations sole general partner of the Borrower under each and will own no assets other than its general partnership interest in the Borrower, Short-term Investments and its ownership of the Loan Documents.stock of the corporate general partners of Subsidiaries of the Borrower; (c) If Guarantor will, and will cause each of its Subsidiaries to, duly pay and discharge, before the same shall receive become in arrears, all taxes, assessments and other governmental charges imposed upon it and its properties, sales or activities, or upon the income or profits therefrom, as well as claims for labor, material, or supplies which if unpaid might become a lien or charge on any moniesof its property; provided that any such tax, by reason of the exercise of any rights of subrogation assessment, charge or contribution, prior to the payment in full and performance of the Obligations contained herein and under the Loan Documents, such amounts shall claim need not be paid if the validity or amount thereof shall currently be contested in good faith by appropriate proceedings and if Guarantor or such Subsidiary shall have set aside on its books adequate reserves with respect thereto; and provided further that Guarantor directly or such Subsidiary shall pay all such taxes, assessments, charges and claims forthwith upon the commencement of proceedings to the Lender.foreclose any lien that may have attached as security therefor; (d) If Borrower is now or shall hereafter become indebted to Guarantor, the amount of each sum and such indebtedness shall at all times be subordinate, as to lien, time of payment and in all other respects to the amounts owing to the Lender under the Loan DocumentsGuarantor will, and Guarantor shall not will cause each of its Subsidiaries to, maintain and keep the properties used or deemed by it to be entitled useful in its business in first-class repair, working order and condition, and make or cause to enforce or receive payment thereof until be made all sums owing to the Lender have been paid. Nothing herein contained is intended or shall be construed to give Guarantor any right of subrogation in or under the Note, or any right to participate in any way therein, notwithstanding any payments made by Guarantor under the Guaranty. The obligations of the Guarantor hereunder shall continue in full force necessary and effect until the obligations proper repairs thereto and all obligations of the Borrower shall have been fully paid and performed.replacements thereof; (e) At all times during the term of this Guaranty, Guarantor shall operate and maintain its assets and properties in a reasonable manner and keep their property in good repairwill, and will cause each of its Subsidiaries to, maintain with financially sound and reputable insurers, insurance with respect to its properties and business against such casualties and contingencies and in such types and amounts as shall not despoil their assets. (f) Guarantor shall promptly notify Lender of any material and adverse changes be in Guarantor's financial condition during the period of time that the Loan remains outstanding. (g) Guarantor shall promptly notify Lender of any litigations, actions, proceedings, claims or investigations, pending or threatened against Guarantor, that may materially and adversely affect the financial condition of Guarantor.accordance with sound business practices for companies in similar business similarly situated;

Covenants of Guarantor. The Guarantor hereby covenants and agrees thatwith Lender that until all indebtedness guaranteed hereby has been completely repaid and all obligations and undertakings of Borrower under, by reason of, or pursuant to the Note and the Loan Documents have been completely performed: (a) Guarantor guaranteeswill, unconditionallyand will cause each of its subsidiaries to, that the Loan do or cause to be done all things necessary to preserve and other obligations of Borrower under the Loan Documents will keep in full force and effect its corporate or legal existence, rights and franchises, to effect and maintain its foreign qualifications, licensing, domestication or authorization, except where a failure to be paid so qualified, licensed, domesticated or authorized in such foreign jurisdictions would not have a materially adverse effect on its business, assets or financial condition, and performed in accordance to comply with their termsall applicable laws and regulations (including, promptly upon demand of the Lender.without limitation, environmental laws); (b) Guarantor shall will, and will cause the Borrower to fully perform and observe all of the covenants, agreements and obligations of the Borrower under each of its subsidiaries to, continue to engage primarily in the Loan Documents.business now conducted by it and them; (c) If Guarantor will, and will cause each of its subsidiaries to, duly pay and discharge, before the same shall receive become in arrears, all taxes, assessments and other governmental charges imposed upon it and its properties, sales or activities, or upon the income or profits therefrom, as well as claims for labor, material, or supplies which if unpaid might become a lien or charge on any moniesof its property; provided that any such tax, by reason of the exercise of any rights of subrogation assessment, charge or contribution, prior to the payment in full and performance of the Obligations contained herein and under the Loan Documents, such amounts shall claim need not be paid if the validity or amount thereof shall currently be contested in good faith by appropriate proceedings and if Guarantor or such subsidiary shall have set aside on its books adequate reserves with respect thereto; and provided further that Guarantor directly or such subsidiary shall pay all such taxes, assessments, charges and claims forthwith upon the commencement of proceedings to the Lender.foreclose any lien that may have attached as security therefor; (d) If Borrower is now or shall hereafter become indebted to Guarantor, the amount of each sum and such indebtedness shall at all times be subordinate, as to lien, time of payment and in all other respects to the amounts owing to the Lender under the Loan DocumentsGuarantor will, and Guarantor shall not will cause each of its subsidiaries to, maintain and keep the properties used or deemed by it to be entitled useful in its business in first-class repair, working order and condition, and make or cause to enforce or receive payment thereof until be made all sums owing to the Lender have been paid. Nothing herein contained is intended or shall be construed to give Guarantor any right of subrogation in or under the Note, or any right to participate in any way therein, notwithstanding any payments made by Guarantor under the Guaranty. The obligations of the Guarantor hereunder shall continue in full force necessary and effect until the obligations proper repairs thereto and all obligations of the Borrower shall have been fully paid and performed.replacements thereof; (e) At all times during the term of this Guaranty, Guarantor shall operate and maintain its assets and properties in a reasonable manner and keep their property in good repairwill, and will cause each of its subsidiaries to, maintain with financially sound and reputable insurers, insurance with respect to its properties and business against such casualties and contingencies and in such types and amounts as shall not despoil their assets.be in accordance with sound business Ipractices for companies in similar business similarly situated; (f) Guarantor shall promptly notify will keep, and will cause each of its subsidiaries to keep, complete, proper and accurate records and books of account in which full, true and correct entries will be made in accordance with generally accepted accounting principles consistent with the preparation of the financial statements heretofore delivered to Lender and will maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, and amortization of any material its properties and adverse changes in Guarantor's financial condition during the period properties of time that the Loan remains outstanding.its subsidiaries, all other contingencies, and all other proper reserves; (g) Guarantor shall promptly notify Lender will not, and will not permit any of its subsidiaries to, become a party to any litigationsmerger, actionsconsolidation or other business combination, proceedingsor agree to effect any asset acquisition other than the acquisition of assets in the ordinary course of business consistent with past practices, claims stock acquisition or investigationsother acquisition, pending except (A) the merger or threatened against consolidation of one or more of the subsidiaries of Guarantor with and into Guarantor, that may materially and adversely affect or (B) the financial condition merger or consolidation of two or more subsidiaries of Guarantor, or (C) the merger of Guarantor with another entity provided that Guarantor is the surviving entity; (h) Guarantor will not, and will not permit any of its subsidiaries to, become a party to or agree to or affect any disposition of assets, other than the disposition of assets in the ordinary course of business consistent with past practice; (i) Guarantor will not make or permit to be made, by voluntary or involuntary means, any transfer or encumbrance of its interest in ERT Development Corporation, or any dilution of its interest in ERT Development Corporation; provided, however, Guarantor may assign up to fifty percent (50%) of the issued and outstanding shares of preferred stock in ERT Development Corporation owned by Guarantor to the officers of Guarantor; (j) Guarantor shall at all times comply with all requirements of applicable laws and regulations necessary to maintain its status as a real estate investment trust as defined in ss.856(a) of the Code and in compliance with the terms and conditions of this Guaranty and the other Loan Documents; (k) Guarantor shall at all times observe, perform and comply with each and every term, covenant or agreement set forth in the Credit Agreement within any applicable period of grace or notice and cure, and, in the event that any Credit Agreement shall be terminated or no longer in full force and effect, Guarantor shall continue to observe, perform and comply with the terms, covenants and agreements therein, as if the same were fully set forth in this Guaranty and a part hereof, as the same existed immediately prior to such termination and as if the same continued in full force and effect; and (l) Guarantor will cooperate with Lendxx xxx execute such further instruments and documents as Lendxx xxxll reasonably request to carry out to their satisfaction the transactions contemplated by this Guaranty and the other Loan Documents.

Covenants of Guarantor. The Guarantor hereby covenants and agrees thatwith Lender that until all indebtedness guaranteed hereby has been completely repaid and all obligations and undertakings of Borrower under, by reason of, or pursuant to the Note and the Loan Documents have been completely performed: (a) Guarantor guaranteeswill, unconditionallyand will cause each of its subsidiaries to, that the Loan do or cause to be done all things necessary to preserve and other obligations of Borrower under the Loan Documents will keep in full force and effect its corporate or legal existence, rights and franchises, to effect and maintain its foreign qualifications, licensing, domestication or authorization, except where a failure to be paid so qualified, licensed, domesticated or authorized in such foreign jurisdictions would not have a materially adverse effect on its business, assets or financial condition, and performed in accordance to comply with their termsall applicable laws and regulations (including, promptly upon demand of the Lender.without limitation, environmental laws); (b) Guarantor shall will, and will cause the Borrower to fully perform and observe all of the covenants, agreements and obligations of the Borrower under each of its subsidiaries to, continue to engage primarily in the Loan Documents.business now conducted by it and them; (c) If Guarantor will, and will cause each of its subsidiaries to, duly pay and discharge, before the same shall receive become in arrears, all taxes, assessments and other governmental charges imposed upon it and its properties, sales or activities, or upon the income or profits therefrom, as well as claims for labor, material, or supplies which if unpaid might become a lien or charge on any moniesof its property; provided that any such tax, by reason of the exercise of any rights of subrogation assessment, charge or contribution, prior to the payment in full and performance of the Obligations contained herein and under the Loan Documents, such amounts shall claim need not be paid if the validity or amount thereof shall currently be contested in good faith by appropriate proceedings and if Guarantor or such subsidiary shall have set aside on its books adequate reserves with respect thereto; and provided further that Guarantor directly or such subsidiary shall pay all such taxes, assessments, charges and claims forthwith upon the commencement of proceedings to the Lender.foreclose any lien that may have attached as security therefor; (d) If Borrower is now or shall hereafter become indebted to Guarantor, the amount of each sum and such indebtedness shall at all times be subordinate, as to lien, time of payment and in all other respects to the amounts owing to the Lender under the Loan DocumentsGuarantor will, and Guarantor shall not will cause each of its subsidiaries to, maintain and keep the properties used or deemed by it to be entitled useful in its business in first-class repair, working order and condition, and make or cause to enforce or receive payment thereof until be made all sums owing to the Lender have been paid. Nothing herein contained is intended or shall be construed to give Guarantor any right of subrogation in or under the Note, or any right to participate in any way therein, notwithstanding any payments made by Guarantor under the Guaranty. The obligations of the Guarantor hereunder shall continue in full force necessary and effect until the obligations proper repairs thereto and all obligations of the Borrower shall have been fully paid and performed.replacements thereof; (e) At all times during the term of this Guaranty, Guarantor shall operate and maintain its assets and properties in a reasonable manner and keep their property in good repairwill, and will cause each of its subsidiaries to, maintain with financially sound and reputable insurers, insurance with respect to its properties and business against such casualties and contingencies and in such types and amounts as shall not despoil their assets.be in accordance with sound business practices for companies in similar business similarly situated; (f) Guarantor shall promptly notify will keep, and will cause each of its subsidiaries to keep, complete, proper and accurate records and books of account in which full, true and correct entries will be made in accordance with generally accepted accounting principles consistent with the preparation of the financial statements heretofore delivered to Lender and will maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, and amortization of any material its properties and adverse changes in Guarantor's financial condition during the period properties of time that the Loan remains outstanding.its subsidiaries, all other contingencies, and all other proper reserves; (g) Guarantor shall promptly notify Lender will not, and will not permit any of its subsidiaries to, become a party to any litigationsmerger, actionsconsolidation or other business combination, proceedingsor agree to effect any asset acquisition other than the acquisition of assets in the ordinary course of business consistent with past practices, claims stock acquisition or investigationsother acquisition, pending except (A) the merger or threatened against consolidation of one or more of the subsidiaries of Guarantor with and into Guarantor, that may materially and adversely affect or (B) the financial condition merger or consolidation of two or more subsidiaries of Guarantor, or (C) the merger of Guarantor with another entity provided that Guarantor is the surviving entity; (h) Guarantor will not, and will not permit any of its subsidiaries to, become a party to or agree to or affect any disposition of assets, other than the disposition of assets in the ordinary course of business consistent with past practice; (i) Guarantor will not make or permit to be made, by voluntary or involuntary means, any transfer or encumbrance of its interest in ERT Development Corporation, or any dilution of its interest in ERT Development Corporation; provided, however, Guarantor may assign up to fifty percent (50%) of the issued and outstanding shares of preferred stock in ERT Development Corporation owned by Guarantor to the officers of Guarantor; (j) Guarantor shall at all times comply with all requirements of applicable laws and regulations necessary to maintain its status as a real estate investment trust as defined in Section 856(a) of the Code and in compliance with the terms and conditions of this Guaranty and the other Loan Documents; (k) Guarantor shall at all times observe, perform and comply with each and every term, covenant or agreement set forth in the Credit Agreement within any applicable period of grace or notice and cure, and, in the event that the Credit Agreement shall be terminated or no longer in full force and effect, Guarantor shall continue to observe, perform and comply with the terms, covenants and agreements therein as the same existed immediately prior to such termination as if the same continued in full force and effect; and (l) Guarantor will cooperate with Lendxx xxx execute such further instruments and documents as Lendxx xxxll reasonably request to carry out to their satisfaction the transactions contemplated by this Guaranty and the other Loan Documents.

Covenants of Guarantor. The Guarantor hereby covenants and agrees thatwith Lender that until all indebtedness guaranteed hereby has been completely repaid, Xxxxxx has no further obligation to make advances under the Credit Agreement and all obligations and undertakings of Borrower under, by reason of, or pursuant to the Note and the Loan Documents have been completely performed: (a) Guarantor guarantees, unconditionally, that the Loan and other obligations of Borrower under the Loan Documents will be paid and performed in accordance with their terms, promptly upon demand of the Lender. (b) Guarantor shall cause the Borrower to fully perform and observe all of the covenants, agreements and obligations of the Borrower under each of the Loan Documents. (c) If Guarantor shall receive any monies, by reason of the exercise of any rights of subrogation or contribution, prior to the payment in full and performance of the Obligations contained herein and under the Loan Documents, such amounts shall be paid by such Guarantor directly to the Lender. (d) If Borrower is now or shall hereafter become indebted to Guarantor, the amount of each sum and such indebtedness shall at all times be subordinate, as to lien, time of payment and in all other respects to the amounts owing to the Lender under the Loan Documents, and Guarantor shall not be entitled to enforce or receive payment thereof until all sums owing to the Lender have been paid. Nothing herein contained is intended or shall be construed to give Guarantor any right of subrogation in or under the Note, or any right to participate in any way therein, notwithstanding any payments made by Guarantor under the Guaranty. The obligations of the Guarantor hereunder shall continue will do or cause to be done all things necessary to preserve and keep in full force and effect until its legal existence, material rights and franchises, as applicable, to effect and maintain its foreign qualifications, licensing, domestication or authorization, and to comply in all material respects with all applicable laws and regulations (including, without limitation, environmental laws); (b) the obligations Guarantor will duly pay and discharge, before the same shall become in arrears, all obligations taxes, assessments and other governmental charges imposed upon it and its properties, sales or activities, or upon the income or profits therefrom, as well as claims for labor, material, or supplies which if unpaid might become a lien or charge on any of its property; provided that any such tax, assessment, charge or claim need not be paid if the Borrower validity or amount thereof shall currently be contested in good faith by appropriate proceedings and if the Guarantor shall have been fully paid set aside on its books adequate reserves with respect thereto; and performed.provided further that the Guarantor shall pay all such taxes, assessments, charges and claims forthwith upon the commencement of proceedings to foreclose any lien that may have attached as security therefor; (c) the Guarantor will maintain and keep the properties used or deemed by it to be useful in its business in first-class repair, working order and condition in all material respects, and make or cause to be made all necessary and proper repairs thereto and replacements thereof; (d) the Guarantor will maintain with financially sound and reputable insurers, insurance with respect to its properties and business against such casualties and contingencies and in such types and amounts as shall be in accordance with sound business practices for companies in similar business similarly situated; (e) At the Guarantor will keep complete, proper and accurate records and books of account in which full, true and correct entries will be made in accordance with generally accepted accounting principles consistent with the preparation of the financial statements heretofore delivered to Lender and will maintain adequate accounts and reserves for all times during the term of this Guarantytaxes (including income taxes), Guarantor shall operate and maintain its assets and properties in a reasonable manner and keep their property in good repairall depreciation, depletion, and shall not despoil their assets.amortization of its properties, all other contingencies, and all other proper reserves; (f) the Guarantor will not create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (i) Indebtedness to Lender arising under any of the Note, the Loan Documents and this Guaranty; (ii) current liabilities of the Guarantor incurred in the ordinary course of business but not incurred through the borrowing of money or the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (iii) Indebtedness in respect of taxes, assessments and governmental charges to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of subparagraph (b) of this paragraph; (iv) Indebtedness in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Guarantor shall promptly notify Lender at the time in good faith be prosecuting an appeal or proceedings for review and in respect of any material which a stay of execution shall have been obtained pending such appeal or review; (v) endorsements for collection, deposit or negotiation and adverse changes warranties of products or services, in each case incurred in the ordinary course of business; and (vi) loans to be made by Borrower in an aggregate amount not to exceed $50,000,000.00, provided, however, that at least sixty percent (60%)of such amount shall be secured by a first lien position on substantially all of the assets of Guarantor's financial condition during the period of time that the Loan remains outstanding. (g) the Guarantor shall promptly notify Lender will not create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, negative pledge, charge, restriction or other security interest of any litigationskind upon any of its property or assets of any character whether now owned or hereafter acquired, actionsor upon the income or profits therefrom; or transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority of payment of its general creditors; or acquire, proceedingsor agree to have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, devise or arrangement; or suffer to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or sell, assign, pledge, encumber or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse, or incur or maintain any obligation to any holder of Indebtedness of the Guarantor which prohibits the creation or maintenance of any lien securing the Obligations; provided that the Guarantor may create or incur or suffer to be created or incurred or to exist: (i) liens on properties to secure taxes, assessments and other governmental charges or claims for labor, material or investigationssupplies in respect of obligations not overdue; (ii) liens with respect of judgments, pending awards or threatened against indebtedness, the Indebtedness with respect to which is permitted by subparagraphs (f)(iv) and (vi) of this paragraph; (iii) liens in favor of Xxxxxx; and (iv) encumbrances on properties consisting of leases entered into in the ordinary conduct of business of the Guarantor, that may easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the Guarantor is a party, and other minor non-monetary liens or encumbrances none of which interferes materially with the use of the property effected in the ordinary conduct of the business of the Guarantor, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Guarantor; (h) the Guarantor will not become a party to any merger, consolidation or other business combination, or agree to effect any asset acquisition, stock acquisition or other acquisition, except as otherwise permitted in the Credit Agreement; (i) the Guarantor will not become a party to or agree to or affect any disposition of assets, except as otherwise permitted in the Credit Agreement; and (j) the Guarantor will cooperate with Xxxxxx and adversely affect execute such further instruments and documents as Xxxxxx shall reasonably request to carry out to their satisfaction the financial condition of Guarantortransactions contemplated by this Guaranty and the other Loan Documents.