Common use of Guarantor Representations, Warranties and Covenants Clause in Contracts

Guarantor Representations, Warranties and Covenants. Guarantor represents, warrants and covenants to Administrative Agent and each other Secured Party that (a) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (b) this Guaranty is executed at the request of Borrower and not at the request of Administrative Agent or any other Secured Party; (c) Guarantor has the requisite power and authority to execute and deliver this Guaranty and the other Loan Documents to which Guarantor is a party and to perform its respective obligations hereunder and thereunder; (d) the execution and delivery by Guarantor of this Guaranty and the other Loan Documents to which Guarantor is a party and the performance of its obligations hereunder and thereunder have been duly authorized by all necessary corporate proceedings, and this Guaranty and the other Loan Documents to which Guarantor is a party constitute legal, valid and binding obligations of Guarantor enforceable against Guarantor in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally; (e) neither the execution and delivery by Guarantor of this Guaranty and the other Loan Documents to which Guarantor is a party, nor the consummation of the transactions herein or therein contemplated, nor compliance with the provisions hereof or thereof, will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on Guarantor or (ii) Guarantor’s articles of organization, operating or other management agreement, or other constitutive or organizing document, as the case may be, or (iii) the provisions of any material indenture, instrument or agreement to which Guarantor is a party or is subject, or by which it, or its property, is bound, or conflict with or constitute a default hereunder or thereunder, or result in, or require, the creation or imposition of any lien in, of or on the property of Guarantor pursuant to the terms of any such indenture, instrument or agreement; (f) neither Administrative Agent nor any other Secured Party has made any representation to Guarantor as to the creditworthiness of Borrower; (g) Guarantor is familiar with the current financial condition of Borrower and has established adequate means of obtaining from Borrower on a continuing basis information regarding the future financial condition of Borrower and is not relying on Administrative Agent or any other Secured Party to provide such information to Guarantor; and (h) Guarantor was formed as and shall remain a single purpose entity whose sole purpose is and shall be to hold the equity interests of the Borrower and shall have no other business or operations, except with respect to its obligations in connection with the initial public offering of its common stock. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s risks under this Guaranty, and Guarantor further agrees that Administrative Agent shall have no obligation to disclose to Guarantor any information or documents acquired by Administrative Agent or any other Secured Party in the course of its relationship with Borrower. Without limiting the foregoing, the Guarantor agrees that so long as all or any portion of the Commitments are in effect or any of the Guaranteed Obligations remain outstanding, (i) all of the representations, covenants and Events of Default that relate to Guarantor set forth in the Credit Agreement (including without limitation, restrictions therein relating to liens, dividends and other distributions), and all related definitions, are incorporated herein by reference, mutatis mutandis, for the benefit of the Administrative Agent and shall remain in full force and effect until the Guaranteed Obligations have been fully and indefeasibly paid and the Commitments are no longer in effect, (ii) the Guarantor shall observe such representations and covenants in accordance with the terms thereof, and (iii) an Event of Default under and as defined in the Credit Agreement, shall constitute an event of default under this Guaranty.

Guarantor Representations, Warranties and Covenants. Guarantor represents, warrants and covenants to Administrative Agent and each other Secured Party Landlord that (a) all written reports, written statements (financial or otherwise), certificates and other data furnished in writing by or on behalf of Guarantor to Landlord in connection with this Guaranty or the Lease, are true and correct in all material respects, do not omit to state any material fact or circumstance necessary to make the statement contained therein not misleading and fairly represent the financial condition of Guarantor as of the respective date thereof, and no material adverse change has occurred in the financial condition of Guarantor since the date of the most recent of such financial statements; (b) Guarantor has derived or expects to derive financial and other advantages and benefits, directly or indirectly, from the making of this Guaranty and the Guaranteed Obligations; (c) no representations or agreements of any kind have been made to Guarantor which that would limit or qualify in any way the terms of this Guaranty; (b) this Guaranty is executed at the request of Borrower and not at the request of Administrative Agent or any other Secured Party; (c) Guarantor has the requisite power and authority to execute and deliver this Guaranty and the other Loan Documents to which Guarantor is a party and to perform its respective obligations hereunder and thereunder; (d) the execution and delivery by Guarantor of this Guaranty and the other Loan Documents to which Guarantor is a party and the performance of its obligations hereunder and thereunder have been duly authorized by all necessary corporate proceedings, and this Guaranty and the other Loan Documents to which Guarantor is a party constitute legal, valid and binding obligations of Guarantor enforceable against Guarantor in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally; (e) neither the execution and delivery by Guarantor of this Guaranty and the other Loan Documents to which Guarantor is a party, nor the consummation of the transactions herein or therein contemplated, nor compliance with the provisions hereof or thereof, will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on Guarantor or (ii) Guarantor’s articles of organization, operating or other management agreement, or other constitutive or organizing document, as the case may be, or (iii) the provisions of any material indenture, instrument or agreement to which Guarantor is a party or is subject, or by which it, or its property, is bound, or conflict with or constitute a default hereunder or thereunder, or result in, or require, the creation or imposition of any lien in, of or on the property of Guarantor pursuant to the terms of any such indenture, instrument or agreement; (f) neither Administrative Agent nor any other Secured Party Landlord has made any no representation to Guarantor as to the creditworthiness of BorrowerTenant; (ge) Guarantor is familiar with the current financial condition of Borrower and has established adequate means of obtaining from Borrower on a continuing basis Tenant information regarding the future Tenant’s financial condition of Borrower and is not relying on Administrative Agent or any other Secured Party to provide such information to Guarantorcondition; and (hf) Guarantor was formed as and shall remain a single purpose entity whose sole purpose is and shall be to hold the equity interests of the Borrower and shall have no other business or operations, except with respect to its obligations in connection with the initial public offering of its common stock. Guarantor agrees to will keep adequately informed from such means of any facts, events, events or circumstances which that might in any way affect Guarantor’s risks under this Guaranty, and Guarantor further agrees that Administrative Agent ; (g) Landlord shall have no obligation to disclose to Guarantor any information or documents (financial or otherwise) heretofore or hereafter acquired by Administrative Agent or any other Secured Party Landlord in the course of its relationship with Borrower. Without limiting Tenant; (h) Guarantor is a [corporation], duly organized, validly existing and in good standing under the foregoing, the Guarantor agrees that so long as all or any portion laws of the Commitments are in effect or any State of the Guaranteed Obligations remain outstanding, Guarantor’s organization; (i) Guarantor has the power and authority to execute, deliver and perform this Guaranty and to incur the obligations herein provided for; (j) Guarantor has taken all requisite actions necessary to authorize the execution, delivery and performance of the representationsthis Guaranty; (k) this Guaranty constitutes a legal, covenants valid and Events binding obligation of Default that relate to Guarantor set forth in the Credit Agreement (including without limitation, restrictions therein relating to liens, dividends and other distributions), and all related definitions, are incorporated herein by reference, mutatis mutandis, for the benefit of the Administrative Agent and shall remain in full force and effect until the Guaranteed Obligations have been fully and indefeasibly paid and the Commitments are no longer in effect, (ii) the Guarantor shall observe such representations and covenants enforceable in accordance with its terms; (l) the terms thereofexecution, delivery and performance of this Guaranty will not require any consent, approval, authorization, order or declaration of or filing or registration with any court, any Governmental Authority or any other Person; (m) the execution, delivery and performance of this Guaranty do not and will not conflict with, and do not and will not result in a breach of, any organizational document of Guarantor or any order, writ, injunction, decree, statute, rule or regulation applicable to Guarantor; and (iiin) Guarantor is an Event Affiliate of Default under and as defined in the Credit Agreement, shall constitute an event of default under this GuarantyTenant.

Guarantor Representations, Warranties and Covenants. The Guarantor hereby represents, warrants and covenants to Administrative Agent and each other Secured Party that that: (a) no representations or agreements The Guarantor is an individual residing in the State of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (b) this Guaranty is executed at the request of Borrower Florida and not at the request of Administrative Agent or any other Secured Party; (c) Guarantor has the requisite power and authority to execute and deliver this Guaranty and incur the other Loan Documents to which Guarantor is a party and to perform its respective obligations hereunder and thereunder; hereunder. (db) Neither the execution and delivery by Guarantor of this Guaranty and the other Loan Documents to which Guarantor is a party and the performance of its obligations hereunder and thereunder have been duly authorized by all necessary corporate proceedingsGuaranty, and this Guaranty and the other Loan Documents to which Guarantor is a party constitute legal, valid and binding obligations of Guarantor enforceable against Guarantor in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally; (e) neither the execution and delivery by Guarantor of this Guaranty and the other Loan Documents to which Guarantor is a party, nor the consummation of the transactions herein contemplated hereby nor the fulfillment of or therein contemplated, nor compliance with the provisions hereof terms and conditions of this Guaranty is prevented or thereoflimited by or conflicts with or results in a breach of the terms, will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree conditions or award binding on Guarantor or (ii) Guarantor’s articles of organization, operating or other management agreement, or other constitutive or organizing document, as the case may be, or (iii) the provisions of any material indenture, contractual or other restriction on the Guarantor or any 6 <PAGE> agreement or instrument or agreement of whatever nature to which the Guarantor is now a party or is subject, or by which it, the Guarantor or its property, Guarantor's property is bound, bound or conflict with or constitute constitutes a default hereunder or thereunder, or result in, or require, the creation or imposition of under any lien in, of or on the property of Guarantor pursuant to the terms of any such indenture, instrument or agreement; (f) neither Administrative Agent nor any other Secured Party has made any representation to Guarantor as to the creditworthiness of Borrower; (g) Guarantor is familiar with the current financial condition of Borrower and has established adequate means of obtaining from Borrower on a continuing basis information regarding the future financial condition of Borrower and is not relying on Administrative Agent or any other Secured Party to provide such information to Guarantor; and (h) Guarantor was formed as and shall remain a single purpose entity whose sole purpose is and shall be to hold the equity interests of the Borrower foregoing. (c) The Guarantor has received and shall have no other business will receive a direct and material financial benefit from the accommodations extended by the Lender to Borrower. (d) All authorizations, consents and approvals of governmental bodies or operations, except with respect to its obligations agencies required in connection with the initial public offering execution and delivery of its common stock. Guarantor agrees to keep adequately informed from such means of any facts, eventsthis Guaranty, or circumstances which in connection with the performance of the Guarantor's obligations hereunder or thereunder have been obtained as required hereunder or by law. (e) This Guaranty constitutes a valid and legally binding obligation of the Guarantor, enforceable in accordance with its terms. (f) There is no action or proceeding pending or to the best of Guarantor's knowledge threatened against the Guarantor before any court or administrative agency that might in any way adversely affect the ability of the Guarantor to perform Guarantor’s risks 's obligations under this Guaranty, and . (g) The Guarantor further agrees that Administrative Agent shall have no obligation to disclose to Guarantor any information or documents acquired by Administrative Agent or any other Secured Party in the course of its relationship with Borrower. Without limiting the foregoing, the Guarantor agrees that so long is solvent as all or any portion of the Commitments are in date of and after giving effect or to this Guaranty. (h) Failure of Guarantor to comply with any of the Guaranteed Obligations remain outstandingcovenants herein shall constitute a default of the liabilities, entitling the Lender to exercise all rights and remedies set forth in any of the Financing Agreements. (i) all of the representations, covenants and Events of Default that relate to Guarantor set forth in the Credit Agreement (including without limitation, restrictions therein relating to liens, dividends and other distributions), and all related definitions, are incorporated herein by reference, mutatis mutandis, for the benefit of the Administrative Agent and shall remain in full force and effect until the Guaranteed Obligations have been fully and indefeasibly paid and the Commitments are no longer in effect, (ii) the Guarantor shall observe such representations and covenants provide Lender (a) within one hundred twenty (120) days of Borrower's fiscal year end a financial statement in accordance with the terms thereof, form satisfactory to Lender and (iiib) an Event within fifteen (15) days of Default under filing, hit federal and as defined in the Credit Agreement, shall constitute an event of default under this Guaranty.state income tax returns together with all schedules attached thereto. ARTICLE III