Common use of Guarantor’s Representations and Warranties Clause in Contracts

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender 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 Borrower’s request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. 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, absent a request for information, Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. The Guarantor ------------------------------------------ represents and warrants to Lender the Agent and the Banks that (Ai) no representations or agreements of any kind have been made the Guarantor is a corporation, duly organized and existing in good standing and has full power and authority to Guarantor which would limit or qualify in any way the terms of make and deliver this Guaranty; (Bii) the execution, delivery and performance of this Guaranty by the Guarantor have been duly authorized by all necessary action of its board of directors and shareholders and do not and will not violate the provisions of, or constitute a default under, any presently applicable law or its articles of incorporation or bylaws or any agreement presently binding on it; (iii) this Guaranty is has been duly executed at Borrower’s request and not at delivered by the request authorized officer of Lenderthe Guarantor and constitutes its lawful, binding and legally enforceable obligation; and (C) Guarantor has full power, right and authority to enter into this Guaranty; (Div) the provisions authorization, execution, delivery and performance of this Guaranty do not conflict with require notification to, registration with, or result in a default under consent or approval by, any agreement federal, state or other instrument binding upon local regulatory body or administrative agency. The Guarantor further represents and do not result in a violation of any law, regulation, court decree or order applicable warrants to Guarantor; (E) Agent and the Banks that the Guarantor has not a direct and will notsubstantial economic interest in the Borrower and expects to derive substantial benefits therefrom and from any loans, without credit transactions, financial accommodations, discounts, purchases of property and other transactions and events resulting in the prior written consent creation of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lenderthe Indebtedness guarantied hereby, and all such financial information which currently has beenthat this Guaranty is given for a business purpose. The Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as accordance with paragraph 4, if at any time, in the opinion of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date board of directors of the most recent financial statements provided Guarantor or its officers, the benefits then being received by the Guarantor in connection with this Guaranty are not sufficient to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor warrant the continuance of this Guaranty as to the creditworthiness future Indebtedness of the Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower . Accordingly, so long as this Guaranty is not revoked prospectively in accordance with paragraph 4, the Banks or the Agent may rely conclusively on a continuing basis information regarding Borrower’s financial condition. warranty, hereby made, that the Guarantor agrees continues to keep adequately informed from such means of any facts, events, be benefitted by this Guaranty and the Banks or circumstances which might in any way affect Guarantor’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Xxxxxx the Agent shall have no obligation duty to disclose inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Banks or the Agent without regard to Guarantor the receipt, nature or value of any information or documents acquired by Lender in the course of its relationship with Borrowersuch benefits.

Guarantor’s Representations and Warranties. The Guarantor represents and warrants to Lender WFBC that (Ai) no representations or agreements of any kind have been made the Guarantor is a corporation, duly organized and existing in good standing and has full power and authority to Guarantor which would limit or qualify in any way the terms of make and deliver this Guaranty; (Bii) the execution, delivery and performance of this Guaranty by the Guarantor have been duly authorized by all necessary action of its directors and stockholders and do not and will not violate the provisions of, or constitute a default under, any presently applicable law or its articles of incorporation or bylaws or any agreement presently binding on it; (iii) this Guaranty is has been duly executed at Borrower’s request and not at delivered by the request authorized officers of Lenderthe Guarantor and constitutes its lawful, binding and legally enforceable obligation; and (C) Guarantor has full power, right and authority to enter into this Guaranty; (Div) the provisions authorization, execution, delivery and performance of this Guaranty do not conflict with require notification to, registration with, or result in a default under consent or approval by, any agreement federal, state or other instrument binding upon local regulatory body or administrative agency. The Guarantor represents and do not result in a violation of any law, regulation, court decree or order applicable warrants to Guarantor; (E) WFBC that the Guarantor has not a direct and will notsubstantial economic interest in the Customer and expects to derive substantial benefits therefrom and from any purchases of property, without the prior written consent of Lenderfinancial accommodations, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lenderdiscounts, and all such financial information which currently has beenother transactions and events resulting in the creation of the Indebtedness guarantied hereby, and all that this Guaranty is given for a corporate purpose. The Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future financial information which will be provided to Lender is and will be true and correct transactions, in all material respects and fairly present Guarantor’s financial condition as accordance with paragraph 4, if at any time, in the opinion of the dates directors or officers, the financial information is provided; (G) no material adverse change has occurred benefits then being received by the Guarantor in Guarantor’s financial condition since connection with this Guaranty are not sufficient to warrant the date continuance of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor this Guaranty as to the creditworthiness future Indebtedness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower the Customer. Accordingly, so long as this Guaranty is not revoked prospectively in accordance with paragraph 4, WFBC may rely conclusively on a continuing basis information regarding Borrower’s financial condition. warranty, hereby made, that the Guarantor agrees continues to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s risks under be benefited by this Guaranty, Guaranty and Guarantor further agrees that, absent a request for information, Xxxxxx WFBC shall have no obligation duty to disclose inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by WFBC without regard to Guarantor the receipt, nature or value of any information or documents acquired by Lender in the course of its relationship with Borrowersuch benefits.

Guarantor’s Representations and Warranties. Guarantor represents and warrants that: (i) Guarantor (a) is a corporation duly organized, validly existing, and in good standing under the laws of the state of Nevada (it being understood that Guarantor is to Lender that (A) no representations or agreements of any kind have been made be renamed Caesars Entertainment, Inc. and converted to a Delaware corporation on the date hereof following the making by Guarantor which would limit or qualify in any way the terms of this Guaranty); (Bb) this Guaranty is executed at Borrowerduly qualified to do business and is in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification; and (c) is in compliance with all applicable Legal Requirements where the failure to comply would reasonably be expected to have a materially adverse effect on Guarantor’s request and not at ability to pay or perform the request of Lender; Obligations in accordance with the terms hereof; (C) Guarantor has full power, right and authority to enter into this Guaranty; (Dii) the provisions execution, delivery, and performance of this Guaranty do (a) are within Guarantor’s corporate powers, (b) have been duly authorized by all necessary or proper corporate action, (c) are not in contravention of any provision of Guarantor’s articles or certificate of incorporation or by-laws, (d) will not violate any law or regulation, or any order or decree of any court or governmental instrumentality, (e) will not conflict with or result in the breach of, or constitute a default under under, any agreement indenture, mortgage, deed of trust, lease, agreement, or other instrument binding upon to which Guarantor and do is a party or by which Guarantor or any of its property is bound, (f) will not result in a violation the creation or imposition of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without lien upon any of the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all property of Guarantor’s assets, and (g) do not require the consent or approval of any governmental body, agency, authority, or any interest thereinother Person except those already obtained, except in the case of clauses (e) and (g), where such conflict, breach or failure to obtain a consent or approval, would not reasonably be expected to have a materially adverse effect on Guarantor’s ability to pay or perform the Obligations in accordance with the terms hereof; and (Fiii) upon Lender’s requestthis Guaranty is duly executed and delivered on behalf of Guarantor and constitutes a legal, Guarantor will provide to Lender financial and credit information in form acceptable to Lendervalid, and all such financial information which currently has beenbinding obligation of Guarantor, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) enforceable against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. 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, absent a request for information, Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of accordance with its relationship with Borrowerterms.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender 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 Borrower’s request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. 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, absent a request for information, Xxxxxx Lxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. The Guarantor represents and warrants to the Lender that (Ai) no representations or agreements of any kind have been made the Guarantor is a corporation, duly organized and existing in good standing and has full power and authority to Guarantor which would limit or qualify in any way the terms of make and deliver this Guaranty; (Bii) the execution, delivery and performance of this Guaranty by the Guarantor have been duly authorized by all necessary action of its directors and stockholders and do not and will not violate the provisions of, or constitute a default under, any presently applicable law or its articles of incorporation or bylaws or any agreement presently binding on it; (iii) this Guaranty is has been duly executed at Borrower’s request and not at delivered by the request authorized officers of Lenderthe Guarantor and constitutes its lawful, binding and legally enforceable obligation; and (C) Guarantor has full power, right and authority to enter into this Guaranty; (Div) the provisions authorization, execution, delivery and performance of this Guaranty do not conflict with require notification to, registration with, or result in a default under consent or approval by, any agreement federal, state or other instrument binding upon local regulatory body or administrative agency. The Guarantor represents and do not result in a violation of any law, regulation, court decree or order applicable warrants to Guarantor; (E) the Lender that the Guarantor has not a direct and will notsubstantial economic interest in the Borrowers and expects to derive substantial benefits therefrom and from any loans, without letter of credit transactions, financial accommodations, discounts, purchases of property and other transactions and events resulting in the prior written consent creation of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lenderthe Indebtedness guarantied hereby, and all such financial information which currently has beenthat this Guaranty is given for a corporate purpose. The Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as accordance with paragraph 3, if at any time, in the opinion of the dates directors or officers, the financial information is provided; (G) no material adverse change has occurred benefits then being received by the Guarantor in Guarantor’s financial condition since connection with this Guaranty are not sufficient to warrant the date continuance of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor this Guaranty as to the creditworthiness future Indebtedness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower the Borrowers. Accordingly, so long as this Guaranty is not revoked prospectively in accordance with paragraph 3, the Lender may rely conclusively on a continuing basis information regarding Borrower’s financial condition. warranty, hereby made, that the Guarantor agrees continues to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s risks under be benefitted by this Guaranty, Guaranty and Guarantor further agrees that, absent a request for information, Xxxxxx the Lender shall have no obligation duty to disclose inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender without regard to Guarantor the receipt, nature or value of any information or documents acquired by Lender in the course of its relationship with Borrowersuch benefits.

Guarantor’s Representations and Warranties. Guarantor represents represents, warrants and warrants covenants to and with Lender that (A) that: 13.1 There is no representations action or agreements proceeding pending or to the knowledge of Guarantor, threatened against Guarantor before any kind have been made to Guarantor court or administrative agency which would limit or qualify might result in any way material adverse change in the terms business or financial condition of this Guaranty; (B) this Guaranty is executed at Borrower’s request and not at Guarantor or in the request property of Lender; (C) Guarantor; 13.2 Guarantor has full powerfiled all Federal and State income tax returns which Guarantor has been required to file, right and authority has paid all taxes as shown on said returns and on all assessments received by Guarantor to enter into this Guaranty; (D) the provisions extent that such taxes have become due; 13.3 Neither the execution nor delivery of this Guaranty do not nor fulfillment of nor compliance with the terms and provisions hereof will conflict with with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of Guarantor under any agreement or other instrument to which Guarantor is now a party or by which Guarantor may be bound; 13.4 This Guaranty is a valid and legally binding upon agreement of Guarantor and do is enforceable against Guarantor in accordance with its terms; 13.5 Guarantor has either (i) examined the Loan Documents or (ii) has had an opportunity to examine the Loan Documents and has waived the right to examine them; and 13.6 Guarantor has the full power, authority, and legal right to execute and deliver this Guaranty. If Guarantor is not result in a violation of any lawan individual, regulation, court decree or order applicable to Guarantor; (Ei) Guarantor is duly organized, validly existing and in good standing under the laws of the state of its formation, and (ii) the execution, delivery and performance of this Guaranty by Guarantor has not been duly and will not, without validly authorized and the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of person(s) signing this Guaranty on Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide behalf has been validly authorized and directed to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. 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 sign this Guaranty, and Guarantor further agrees that, absent a request for information, Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender 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 Borrower’s 's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s 's assets, or any interest therein; (F) upon Lender’s 's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s 's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s 's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s 's financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s 's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s 's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Xxxxxx Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (Aas of the date hereof) that: 13.1 There is no representations action or agreements proceeding pending or, to the actual knowledge of Guarantor, threatened (in writing) against Guarantor before any kind have been made to Guarantor court or administrative agency which would limit or qualify reasonably be expected to result in any way material adverse change in the terms business or financial condition of this Guaranty; (B) this Guaranty is executed at Borrower’s request and not at Guarantor or in the request property of Lender; (C) Guarantor; 13.2 Guarantor has full powerfiled all Federal and state income tax returns which Guarantor has been required to file, right and authority has paid all taxes as shown on said returns and on all assessments received by Guarantor to enter into this Guaranty; (D) the provisions extent that such taxes have become due; 13.3 Neither the execution nor delivery of this Guaranty do not nor fulfillment of nor compliance with the terms and provisions hereof will, to the knowledge of the Guarantor, conflict with with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of Guarantor under any agreement or other instrument to which Guarantor is now a party or by which Guarantor may be bound; 13.4 This Guaranty is a valid and legally binding upon agreement of Guarantor and do is enforceable against Guarantor in accordance with its terms subject to the rights of creditors and general principles of equity; 13.5 Guarantor has either (i) examined the Loan Documents or (ii) has had an opportunity to examine the Loan Documents and has waived the right to examine them; 13.6 Guarantor has the full power, authority, and legal right to execute and deliver this Guaranty. If Guarantor is not result in a violation of any lawan individual, regulation, court decree or order applicable to Guarantor; (Ei) Guarantor is duly organized, validly existing and in good standing under the laws of the state of its formation, and (ii) the execution, delivery and performance of this Guaranty by Guarantor has not been duly and will not, without validly authorized and the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of person(s) signing this Guaranty on Guarantor’s behalf has been validly authorized and directed to sign this Guaranty; 13.7 Guarantor is not an “employee benefit plan,” as defined in Section 3(3) of ERISA, subject to Title I of ERISA or Section 4975 of the Code (a “Plan”) and none of the assets of Guarantor constitute or will constitute “plan assets, ” of one or any interest therein; (F) upon Lender’s requestmore Plans. If Guarantor is not a natural person, Guarantor will provide to Lender financial further represents and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition warrants as of the dates date hereof that (i) Guarantor is not a “governmental plan” within the financial information is provided; meaning of Section 3(32) of ERISA (G“Plan Assets”) no material adverse change has occurred in Guarantor’s financial condition since and (ii) transactions by or with Guarantor are not subject to State statutes regulating investment of, and fiduciary obligations with respect to, governmental plans similar to the date provisions of Section 406 of ERISA or Section 4975 of the most recent financial statements provided to Lender and no event has occurred Code currently in effect, which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding prohibit or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to otherwise restrict the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. 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 transactions contemplated by this Guaranty, and Guarantor further agrees that, absent a request for information, Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents represents, warrants and warrants covenants to and with Lender that (A) that: 13.1 There is no representations action or agreements proceeding pending or, to the actual knowledge of Guarantor, threatened against Guarantor before any kind have been made to Guarantor court or administrative agency which would limit or qualify might result in any way material adverse change in the terms business or financial condition of this Guaranty; (B) this Guaranty is executed at Borrower’s request and not at Guarantor or in the request property of Lender; (C) Guarantor; 13.2 Guarantor has full powerfiled all Federal and State income tax returns which Guarantor has been required to file, right and authority has paid all taxes as shown on said returns and on all assessments received by Guarantor to enter into this Guaranty; (D) the provisions extent that such taxes have become due; 13.3 Neither the execution nor delivery of this Guaranty do not nor fulfillment of nor compliance with the terms and provisions hereof will conflict with with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of Guarantor under any agreement or other instrument to which Guarantor is now a party or by which Guarantor may be bound; 13.4 This Guaranty is a valid and legally binding upon agreement of Guarantor and do is enforceable against Guarantor in accordance with its terms; 13.5 Guarantor has either (i) examined the Loan Documents or (ii) has had an opportunity to examine the Loan Documents and has waived the right to examine them; and 13.6 Guarantor has the full power, authority, and legal right to execute and deliver this Guaranty. If Guarantor is not result in a violation of any lawan individual, regulation, court decree or order applicable to Guarantor; (Ei) Guarantor is duly organized, validly existing and in good standing under the laws of the state of its formation, and (ii) the execution, delivery and performance of this Guaranty by Guarantor has not been duly and will not, without validly authorized and the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of person(s) signing this Guaranty on Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide behalf has been validly authorized and directed to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. 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 sign this Guaranty, and Guarantor further agrees that, absent a request for information, Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor hereby warrants and represents and warrants to unto Lender as follows: (a) 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 constitutes the legal, valid and binding obligation of Guarantor and is executed at Borrower’s request and not at the request of Lender; fully enforceable against Guarantor in accordance with its terms; (Cb) Guarantor has full power, right is solvent and authority to enter into this Guaranty; (D) the provisions execution of this Guaranty do does not conflict with or result in a default under any agreement or render Guarantor insolvent. Any and all financial statements, balance sheets, net worth statements and other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide financial data which have heretofore been furnished to Lender financial with respect to Guarantor fairly and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly accurately present Guarantor’s the financial condition of Guarantor as of the dates the financial information is provided; (G) date they were furnished to Lender and, since that date, there has been no material adverse change has occurred in the financial condition of Guarantor; (c) that there are no legal proceedings or material claims or demands pending against or, to the best of Guarantor’s financial condition since the date knowledge threatened against, Guarantor or any of the most recent financial statements provided to Lender and no event has occurred its assets, which may materially adversely could affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation ability to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s risks perform under this Guaranty; (d) that the execution and delivery of this Guaranty and the assumption of liability hereunder have been in all respects authorized and approved by Guarantor; Guarantor has full authority and power to execute this Guaranty and to perform its obligations hereunder; (e) that neither the execution nor the delivery of this Guaranty nor the fulfillment and compliance with the provisions hereof will conflict with, and Guarantor further agrees thatresult in a breach of, absent constitute a request for information, Xxxxxx shall have no obligation to disclose to Guarantor any information default under or documents acquired by Lender result in the course creation of its relationship with Borrowerany lien, charge, or encumbrance upon any property or assets of Guarantor under any Loan Document or any agreement or instrument to which Guarantor is now a party or by which it may be bound; and (f) all of the Recitals set forth above are true, correct and complete.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender 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 Borrower’s request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. 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, absent a request for information, Xxxxxx Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender 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 Borrower’s 's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor, the effect of which, in each case, could reasonably be expected to be, have, or result in a material adverse effect on Guarantor’s business or financial condition; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, encumber (except for liens otherwise permitted or provided for under the Loan Agreement or the Security Agreement between Guarantor and Lender) or otherwise dispose of all or substantially all of Guarantor’s 's assets, provided, however, that consent of Lender shall not be required if the proceeds from such sale, lease, assignment, transfer, or any interest thereindisposition are distributed to Borrower for purposes of reinvestment; (F) upon Lender’s 's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s 's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s 's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s 's financial condition; (H) no material litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s 's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s 's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Xxxxxx Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents makes the following representations and warrants to Lender that (A) no representations or agreements warranties for the benefit of any kind have been made to Guarantor Manager, which would limit or qualify in any way shall survive the terms execution and delivery of this Guaranty; (B) this Guaranty is executed at Borrower’s request : 10.1 All financial statements and not other financial information relating to Guarantor furnished or to be furnished to Manager are or shall be, at the request of Lender; (C) Guarantor has full powertime furnished, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and do or shall, at the time furnished, present fairly present in all material respects the financial condition of Guarantor (including all contingent liabilities); 10.2 All financial statements relating to Guarantor furnished or to be furnished to Manager comply or shall comply, at the time furnished, with all government regulations that apply; 10.3 All financial statements relating to Guarantor furnished or to be furnished to Manager were or shall be, at the time furnished, prepared in accordance with generally accepted accounting principles, consistently applied unless otherwise noted therein; 10.4 There are no claims, actions, proceedings or investigations pending against Guarantor, which, if adversely resolved, would have a material adverse impact upon Guarantor’s financial condition as ability to perform its obligations hereunder. To the best of the dates the financial information is provided; (G) Guarantor’s knowledge, there has been no threat of any such claim, action, proceeding or investigation; 10.5 There has been no material adverse change has occurred in Guarantor’s the business condition (financial condition or otherwise), operations, properties or prospects of Guarantor since the date dates of the most recent financial statements provided most recently furnished to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Manager; 10.6 Guarantor has established adequate means all requisite organizational power and authority to execute, deliver and perform all of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s risks its obligations under this Guaranty. The execution, delivery, and performance by Guarantor further agrees thatof this Guaranty have been duly authorized by all necessary limited liability or other organizational action. This Guaranty has been duly authorized, absent executed and delivered by Guarantor and constitutes the legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms. No provision or obligation of Guarantor contained in this Guaranty violates any applicable law, regulation or ordinance, or any order or ruling of any court or Governing Agency. No such provision or obligation conflicts with, or constitutes a request for informationbreach or default under, Xxxxxx shall have no obligation any agreement to disclose which Guarantor is a party. No consent, approval or authorization of or notice of or to Guarantor any information or documents acquired by Lender Person is required in the course connection with Guarantor’s execution of, and performance of its relationship with Borrowerobligations under, this Guaranty; and 10.7 Guarantor directly or indirectly holds material interests in Lennar Concord.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender 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 Borrower’s request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the execution, delivery and performance by Guarantor of this Guaranty does not require the consent or approval of any other party or governmental authority which has not been obtained; (E) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (EF) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (FG) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (GH) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (HI) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (IJ) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (JK) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition; and (L) no statement of fact made by Guarantor in this Guaranty contains any untrue statement of a material fact or omits to state any material fact necessary to make statements contained herein not misleading. Guarantor intends that this Guaranty constitutes the legal, valid and binding obligations of Guarantor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws generally affecting the enforcement of creditors’ rights. 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, absent a request for information, Xxxxxx that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. The Guarantor represents and warrants to the Lender that (Ai) no representations or agreements of any kind have been made the Guarantor is a corporation, duly organized and existing in good standing and has full power and authority to Guarantor which would limit or qualify in any way the terms of make and deliver this Guaranty; (Bii) the execution, delivery and performance of this Guaranty by the Guarantor have been duly authorized by all necessary action of its directors and shareholders and do not and will not violate the provisions of, or constitute a default under, any presently applicable law or its Constituent Documents or any agreement presently binding on it; (iii) this Guaranty is has been duly executed at Borrower’s request and not at delivered by the request authorized Officers of Lenderthe Guarantor and constitutes its lawful, binding and legally enforceable obligation; and (C) Guarantor has full power, right and authority to enter into this Guaranty; (Div) the provisions authorization, execution, delivery and performance of this Guaranty do not conflict with require notification to, registration with, or result in a default under consent or approval by, any agreement federal, state or other instrument binding upon local regulatory body or administrative agency. The Guarantor represents and do not result in a violation of any law, regulation, court decree or order applicable warrants to Guarantor; (E) the Lender that the Guarantor has not a direct and will notsubstantial economic interest in each Borrower and expects to derive substantial benefits therefrom and from any loans, without credit transactions, financial accommodations, discounts, purchases of property and other transactions and events resulting in the prior written consent creation of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lenderthe Indebtedness guarantied hereby, and all such financial information which currently has beenthat this Guaranty is given for a corporate purpose. The Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as accordance with paragraph 4, if at any time, in the opinion of the dates directors or officers, the financial information is provided; (G) no material adverse change has occurred benefits then being received by the Guarantor in Guarantor’s financial condition since connection with this Guaranty are not sufficient to warrant the date continuance of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor this Guaranty as to the creditworthiness future Indebtedness of each Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower . Accordingly, so long as this Guaranty is not revoked prospectively in accordance with paragraph 4, the Lender may rely conclusively on a continuing basis information regarding Borrower’s financial condition. warranty, hereby made, that the Guarantor agrees continues to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s risks under be benefited by this Guaranty, Guaranty and Guarantor further agrees that, absent a request for information, Xxxxxx the Lender shall have no obligation duty to disclose inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender without regard to Guarantor the receipt, nature or value of any information or documents acquired by Lender in the course of its relationship with Borrowersuch benefits.

Guarantor’s Representations and Warranties. Guarantor represents makes the following representations and warrants to Lender that (A) no representations or agreements warranties for the benefit of any kind have been made to Guarantor TIH, which would limit or qualify in any way shall survive the terms execution and delivery of this Guaranty; (B) this Guaranty is executed at Borrower’s request : 10.1 All financial statements and not other financial information relating to Guarantor furnished or to be furnished to TIH are or shall be, at the request of Lender; (C) Guarantor has full powertime furnished, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and do or shall, at the time furnished, present fairly present in all material respects the financial condition of Guarantor (including all contingent liabilities); 10.2 All financial statements relating to Guarantor furnished or to be furnished to TIH comply or shall comply, at the time furnished, with all government regulations that apply; 10.3 All financial statements relating to Guarantor furnished or to be furnished to TIH were or shall be, at the time furnished, prepared in accordance with generally accepted accounting principles, consistently applied unless otherwise noted therein; 10.4 There are no claims, actions, proceedings or investigations pending against Guarantor, which, if adversely resolved, would have a material adverse impact upon Guarantor’s financial condition as ability to perform its obligations hereunder. To the best of the dates the financial information is provided; (G) Guarantor’s knowledge, there has been no threat of any such claim, action, proceeding or investigation; 10.5 There has been no material adverse change has occurred in Guarantor’s the business condition (financial condition or otherwise), operations, properties or prospects of Guarantor since the date dates of the most recent financial statements provided most recently furnished to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) TIH; 10.6 Guarantor has established adequate means all requisite organizational power and authority to execute, deliver and perform all of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s risks its obligations under this Guaranty. The execution, delivery, and performance by Guarantor further agrees thatof this Guaranty have been duly authorized by all necessary limited liability or other organizational action. This Guaranty has been duly authorized, absent executed and delivered by Guarantor and constitutes the legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms. No provision or obligation of Guarantor contained in this Guaranty violates any applicable law, regulation or ordinance, or any order or ruling of any court or Governing Agency. No such provision or obligation conflicts with, or constitutes a request for informationbreach or default under, Xxxxxx shall have no obligation any agreement to disclose which Guarantor is a party. No consent, approval or authorization of or notice of or to Guarantor any information or documents acquired by Lender Person is required in the course connection with Guarantor’s execution of, and performance of its relationship with Borrowerobligations under, this Guaranty; and 10.7 Guarantor directly or indirectly holds material interests in Manager.

Guarantor’s Representations and Warranties. Each Guarantor represents represents, warrants and warrants covenants to and with Lender that (A) that, with respect to itself only,: 13.1 There is no representations action or agreements proceeding pending or, to the knowledge of Guarantor, threatened against Guarantor before any kind have been made court or administrative agency which could reasonably be expected to Guarantor which would limit or qualify result in any way material adverse change in the terms business or financial condition or operations of this Guaranty; Guarantor, Borrower, Master Tenant and/or the Property which could reasonably be expected, either individually or in the aggregate, to have a material adverse effect on Guarantor’s ability to perform its obligations hereunder or under the Environmental Indemnity Agreement executed by Guarantor for the benefit of Lender in connection with the Loan (B) this Guaranty is executed at Borrower’s request and not at the request of Lender; (C) “Environmental Indemnity Agreement”); 13.2 Guarantor has full powerfiled all Federal and state income tax returns which Guarantor has been required to file, right and authority has paid all taxes as shown on said returns and on all assessments received by Guarantor to enter into this Guaranty; (D) the provisions extent that such taxes have become due; 13.3 Neither the execution nor delivery of this Guaranty do not nor fulfillment of nor compliance with the terms and provisions hereof will conflict with with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of Guarantor under any agreement or other instrument to which Guarantor is now a party or by which Guarantor may be bound; 13.4 This Guaranty is a valid and legally binding upon agreement of Guarantor and do is enforceable against Guarantor in accordance with its terms; 13.5 Guarantor has either (i) examined the Loan Documents or (ii) has had an opportunity to examine the Loan Documents and has waived the right to examine them; 13.6 Guarantor has the full power, authority, and legal right to execute and deliver this Guaranty. If Guarantor is not result an individual, (i) Guarantor is duly organized, validly existing and in good standing under the laws of the state of its formation, and (ii) the execution, delivery and performance of this Guaranty by Guarantor has been duly and validly authorized and the person(s) signing this Guaranty on Guarantor’s behalf has been validly authorized and directed to sign this Guaranty; and 13.7 So long as the Loan and any of the obligations set forth in the Loan Documents remain outstanding, Guarantor collectively shall maintain (i) a violation minimum Net Worth of not less than $25,000,000.00 plus 75% of any lawnew equity raised by REIT Guarantor after the Closing Date and (ii) Liquidity of no less than $2,000,000.00. For the purposes hereof, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial Net Worth and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will Liquidity shall be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. 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, absent a request for information, Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired determined by Lender in its reasonable discretion, at any time and from time to time, and Guarantor’s net worth shall exclude any equity attributable to the course of its relationship with Borrower.Property. As used herein:

Guarantor’s Representations and Warranties. Each Guarantor represents represents, warrants and warrants covenants to and with Lender that (A) that, with respect to itself only,: 13.1 There is no representations action or agreements proceeding pending or, to the knowledge of Guarantor, threatened against Guarantor before any kind have been made court or administrative agency which could reasonably be expected to Guarantor which would limit or qualify result in any way material adverse change in the terms business or financial condition or operations of this Guaranty; Guarantor, Borrower, Master Tenant and/or the Property which could reasonably be expected, either individually or in the aggregate, to have a material adverse effect on Guarantor’s ability to perform its obligations hereunder or under the Environmental Indemnity Agreement executed by Guarantor for the benefit of Lender in connection with the Loan (B) this Guaranty is executed at Borrower’s request and not at the request of Lender; (C) “Environmental Indemnity Agreement”); 13.2 Guarantor has full powerfiled all Federal and state income tax returns which Guarantor has been required to file, right and authority has paid all taxes as shown on said returns and on all assessments received by Guarantor to enter into this Guaranty; (D) the provisions extent that such taxes have become due; 13.3 Neither the execution nor delivery of this Guaranty do not nor fulfillment of nor compliance with the terms and provisions hereof will conflict with with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of Guarantor under any agreement or other instrument to which Guarantor is now a party or by which Guarantor may be bound; 13.4 This Guaranty is a valid and legally binding upon agreement of Guarantor and do is enforceable against Guarantor in accordance with its terms; 13.5 Guarantor has either (i) examined the Loan Documents or (ii) has had an opportunity to examine the Loan Documents and has waived the right to examine them; 13.6 Guarantor has the full power, authority, and legal right to execute and deliver this Guaranty. If Guarantor is not result in a violation of any lawan individual, regulation, court decree or order applicable to Guarantor; (Ei) Guarantor is duly organized, validly existing and in good standing under the laws of the state of its formation, and (ii) the execution, delivery and performance of this Guaranty by Guarantor has not been duly and will not, without validly authorized and the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of person(s) signing this Guaranty on Guarantor’s assets, or behalf has been validly authorized and directed to sign this Guaranty; and 13.7 So long as the Loan and any interest therein; (F) upon Lender’s requestof the obligations set forth in the Loan Documents remain outstanding, Guarantor will provide to Lender financial collectively shall maintain (i) a minimum Net Worth of not less than $25,000,000.00 and credit information in form acceptable to Lender(ii) Liquidity of no less than $2,000,000.00. For the purposes hereof, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender Net Worth and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. 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, absent a request for information, Xxxxxx Liquidity shall have no obligation to disclose to Guarantor any information or documents acquired be determined by Lender in its reasonable discretion, at any time and from time to time, and Guarantor’s net worth shall exclude any equity attributable to the course of its relationship with Borrower.Property. As used herein:

Guarantor’s Representations and Warranties. Guarantor represents represents, warrants and warrants covenants to and with Lender that (A) that: 13.1 There is no representations action or agreements proceeding pending or, to the actual knowledge of Guarantor, threatened against Guarantor before any kind have been made to Guarantor court or administrative agency which would limit or qualify reasonably be expected to result in any way material adverse change in the terms business or financial condition of this Guaranty; (B) this Guaranty is executed at Borrower’s request and not at Guarantor or in the request property of Lender; (C) Guarantor; 13.2 Guarantor has full powerfiled all Federal and state income tax returns which Guarantor has been required to file, right and authority has paid all taxes as shown on said returns and on all assessments received by Guarantor to enter into this Guaranty; (D) the provisions extent that such taxes have become due; 13.3 Neither the execution nor delivery of this Guaranty do not nor fulfillment of nor compliance with the terms and provisions hereof will conflict with with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of Guarantor under any agreement or other instrument to which Guarantor is now a party or by which Guarantor may be bound; 13.4 This Guaranty is a valid and legally binding upon agreement of Guarantor and do is enforceable against Guarantor in accordance with its terms subject to the rights of creditors and general principles of equity; 13.5 Guarantor has either (i) examined the Loan Documents or (ii) has had an opportunity to examine the Loan Documents and has waived the right to examine them; and 13.6 Guarantor has the full power, authority, and legal right to execute and deliver this Guaranty. If Guarantor is not result in a violation of any lawan individual, regulation, court decree or order applicable to Guarantor; (Ei) Guarantor is duly organized, validly existing and in good standing under the laws of the state of its formation, and (ii) the execution, delivery and performance of this Guaranty by Guarantor has not been duly and will not, without validly authorized and the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of person(s) signing this Guaranty on Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide behalf has been validly authorized and directed to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. 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 sign this Guaranty, and Guarantor further agrees that, absent a request for information, Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. The Guarantor represents and warrants to the Lender that (Ai) no representations or agreements of any kind have been made the Guarantor is a corporation, duly organized and existing in good standing and has full power and authority to Guarantor which would limit or qualify in any way the terms of make and deliver this Guaranty; (Bii) the execution, delivery and performance of this Guaranty by the Guarantor have been duly authorized by all necessary action of its directors and shareholders and do not and will not violate the provisions of, or constitute a default under, any presently applicable law or its Constituent Documents or any agreement presently binding on it; (iii) this Guaranty is has been duly executed at Borrower’s request and not at delivered by the request authorized Officers of Lenderthe Guarantor and constitutes its lawful, binding and legally enforceable obligation; and (C) Guarantor has full power, right and authority to enter into this Guaranty; (Div) the provisions authorization, execution, delivery and performance of this Guaranty do not conflict with require notification to, registration with, or result in a default under consent or approval by, any agreement federal, state or other instrument binding upon local regulatory body or administrative agency. The Guarantor represents and do not result in a violation of any law, regulation, court decree or order applicable warrants to Guarantor; (E) the Lender that the Guarantor has not a direct and will notsubstantial economic interest in the Borrower and expects to derive substantial benefits therefrom and from any loans, without credit transactions, financial accommodations, discounts, purchases of property and other transactions and events resulting in the prior written consent creation of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lenderthe Indebtedness guarantied hereby, and all such financial information which currently has beenthat this Guaranty is given for a corporate purpose. The Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as accordance with paragraph 4, if at any time, in the opinion of the dates directors or officers, the financial information is provided; (G) no material adverse change has occurred benefits then being received by the Guarantor in Guarantor’s financial condition since connection with this Guaranty are not sufficient to warrant the date continuance of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor this Guaranty as to the creditworthiness future Indebtedness of the Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower . Accordingly, so long as this Guaranty is not revoked prospectively in accordance with paragraph 4, the Lender may rely conclusively on a continuing basis information regarding Borrower’s financial condition. warranty, hereby made, that the Guarantor agrees continues to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s risks under be benefited by this Guaranty, Guaranty and Guarantor further agrees that, absent a request for information, Xxxxxx the Lender shall have no obligation duty to disclose inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender without regard to Guarantor the receipt, nature or value of any information or documents acquired by Lender in the course of its relationship with Borrowersuch benefits.

Guarantor’s Representations and Warranties. Guarantor represents makes the following representations and warrants to Lender that (A) no representations or agreements warranties for the benefit of any kind have been made to Guarantor CPHP, which would limit or qualify in any way shall survive the terms execution and delivery of this Guaranty; (B) this Guaranty is executed at Borrower’s request : 10.1 All financial statements and not other financial information relating to Guarantor furnished or to be furnished to CPHP are or shall be, at the request of Lender; (C) Guarantor has full powertime furnished, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and do or shall, at the time furnished, present fairly present in all material respects the financial condition of Guarantor (including all contingent liabilities); 10.2 All financial statements relating to Guarantor furnished or to be furnished to CPHP comply or shall comply, at the time furnished, with all government regulations that apply; 10.3 All financial statements relating to Guarantor furnished or to be furnished to CPHP were or shall be, at the time furnished, prepared in accordance with generally accepted accounting principles, consistently applied unless otherwise noted therein; 10.4 There are no claims, actions, proceedings or investigations pending against Guarantor, which, if adversely resolved, would have a material adverse impact upon Guarantor’s financial condition as ability to perform its obligations hereunder. To the best of the dates the financial information is provided; (G) Guarantor’s knowledge, there has been no threat of any such claim, action, proceeding or investigation; 10.5 There has been no material adverse change has occurred in Guarantor’s the business condition (financial condition or otherwise), operations, properties or prospects of Guarantor since the date dates of the most recent financial statements provided most recently furnished to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) CPHP; 10.6 Guarantor has established adequate means all requisite organizational power and authority to execute, deliver and perform all of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s risks its obligations under this Guaranty. The execution, delivery, and performance by Guarantor further agrees thatof this Guaranty have been duly authorized by all necessary limited liability or other organizational action. This Guaranty has been duly authorized, absent executed and delivered by Guarantor and constitutes the legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms. No provision or obligation of Guarantor contained in this Guaranty violates any applicable law, regulation or ordinance, or any order or ruling of any court or Governing Agency. No such provision or obligation conflicts with, or constitutes a request for informationbreach or default under, Xxxxxx shall have no obligation any agreement to disclose which Guarantor is a party. No consent, approval or authorization of or notice of or to Guarantor any information or documents acquired by Lender Person is required in the course connection with Guarantor’s execution of, and performance of its relationship with Borrowerobligations under, this Guaranty; and 10.7 Guarantor directly or indirectly holds material interests in Manager.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender 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 Borrower’s 's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s 's assets, or any interest therein; (F) upon Lender’s 's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s 's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s 's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s 's financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s 's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s 's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender 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 Borrower’s request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. 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 Xxxxxxxxx further agrees that, absent a request for information, Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with BorrowerXxxxxxxx.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender 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 Borrower’s 's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor, the effect of which, in each case, could reasonably be expected to be, have, or result in a material adverse effect on Guarantor’s business or financial condition; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, encumber (except for liens otherwise permitted or provided for under the Loan Agreement or the Security Agreement between Guarantor and Lender) or otherwise dispose of all or substantially all of Guarantor’s 's assets, provided, however, that consent of Lender shall not be required if the proceeds from such sale, lease, assignment, transfer, or any interest thereindisposition are distributed to Borrower for purposes of reinvestment; (F) upon Lender’s 's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s 's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s 's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s 's financial condition; (H) no material litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. 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, absent a request for information, Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.BN 19444101v4

Guarantor’s Representations and Warranties. Guarantor hereby warrants and represents unto Lender as follows: (a) that this Guaranty constitutes the legal, valid and warrants binding obligation of Guarantor and is fully enforceable against Guarantor in accordance with its terms; (b) Guarantor is solvent and the execution of this Guaranty does not render Guarantor insolvent. Any and all financial statements, balance sheets, net worth statements and other financial data which have heretofore been furnished to Lender with respect to Guarantor fairly and accurately present the financial condition of Guarantor as of the date they were furnished to Lender and, since that date, there has been no material adverse change in the financial condition of Guarantor; (Ac) that there are no representations legal proceedings or agreements material claims or demands pending against or, to the best of Guarantor's knowledge threatened against, Guarantor or any kind of its assets; (d) that the execution and delivery of this Guaranty and the assumption of liability hereunder have been made to Guarantor which would limit or qualify in any way the terms of this Guarantyall respects authorized and approved by Guarantor; (B) this Guaranty is executed at Borrower’s request and not at the request of Lender; (C) Guarantor has full power, right authority and authority power to enter into execute this GuarantyGuaranty and to perform its obligations hereunder; and (De) that neither the provisions execution nor the delivery of this Guaranty do not nor the fulfillment and compliance with the provisions hereof will conflict with with, result in a breach of, constitute a default under or result in a default the creation of any lien, charge, or encumbrance upon any property or assets of Guarantor under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending now a party or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances by which might in any way affect Guarantor’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrowerit may be bound.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender Buyer that (Aa) 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; (Bb) this Guaranty is executed at Borrower’s Seller's request and not at the request of LenderBuyer; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (Ec) Guarantor has not and will not, without the prior written consent of LenderBuyer, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s 's assets, or any interest therein; , (Fd) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender Buyer has made no representation to Guarantor as to the creditworthiness of BorrowerSeller; (e) upon Buyer's request, Guarantor will provide to Buyer financial and credit information in form acceptable to Buyer, and all such financial information provided to Buyer is true and correct in all material respects and fairly presents the financial condition of Guarantor as of the dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the date of the financial statements; and (Jf) Guarantor has established adequate means of obtaining from Borrower Seller on a continuing basis information regarding Borrower’s Seller's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s Guarantors risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Xxxxxx Buyer shall have no obligation to disclose to Guarantor any information or documents acquired by Lender Buyer in the course of its relationship with BorrowerSeller.

Guarantor’s Representations and Warranties. Guarantor represents makes the following representations and warrants to Lender that (A) no representations or agreements warranties for the benefit of any kind have been made to Guarantor HPS, which would limit or qualify in any way shall survive the terms execution and delivery of this Guaranty; (B) this Guaranty is executed at Borrower’s request : 10.1 All financial statements and not other financial information relating to Guarantor furnished or to be furnished to HPS are or shall be, at the request of Lender; (C) Guarantor has full powertime furnished, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and do or shall, at the time furnished, present fairly present in all material respects the financial condition of Guarantor (including all contingent liabilities); 10.2 All financial statements relating to Guarantor furnished or to be furnished to HPS comply or shall comply, at the time furnished, with all government regulations that apply; 10.3 All financial statements relating to Guarantor furnished or to be furnished to HPS were or shall be, at the time furnished, prepared in accordance with generally accepted accounting principles, consistently applied unless otherwise noted therein; 10.4 There are no claims, actions, proceedings or investigations pending against Guarantor, which, if adversely resolved, would have a material adverse impact upon Guarantor’s financial condition as ability to perform its obligations hereunder. To the best of the dates the financial information is provided; (G) Guarantor’s knowledge, there has been no threat of any such claim, action, proceeding or investigation; 10.5 There has been no material adverse change has occurred in Guarantor’s the business condition (financial condition or otherwise), operations, properties or prospects of Guarantor since the date dates of the most recent financial statements provided most recently furnished to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) HPS; 10.6 Guarantor has established adequate means all requisite organizational power and authority to execute, deliver and perform all of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s risks its obligations under this Guaranty. The execution, delivery, and performance by Guarantor further agrees thatof this Guaranty have been duly authorized by all necessary limited liability or other organizational action. This Guaranty has been duly authorized, absent executed and delivered by Guarantor and constitutes the legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms. No provision or obligation of Guarantor contained in this Guaranty violates any applicable law, regulation or ordinance, or any order or ruling of any court or Governing Agency. No such provision or obligation conflicts with, or constitutes a request for informationbreach or default under, Xxxxxx shall have no obligation any agreement to disclose which Guarantor is a party. No consent, approval or authorization of or notice of or to Guarantor any information or documents acquired by Lender Person is required in the course connection with Guarantor’s execution of, and performance of its relationship with Borrowerobligations under, this Guaranty; and 10.7 Guarantor directly or indirectly holds material interests in Manager.

Guarantor’s Representations and Warranties. The Guarantor represents and warrants to the Lender that (Ai) no representations or agreements of any kind have been made the Guarantor is a corporation, duly organized and existing in good standing and has full power and authority to Guarantor which would limit or qualify in any way the terms of make and deliver this Guaranty; (Bii) the execution, delivery and performance of this Guaranty by the Guarantor have been duly authorized by all necessary action of its directors and stockholders and do not and will not violate the provisions of, or constitute a default under, any presently applicable law or its articles of incorporation or bylaws or any agreement presently binding on it; (iii) this Guaranty is has been duly executed at Borrower’s request and not at delivered by the request authorized officers of Lenderthe Guarantor and constitutes its lawful, binding and legally enforceable obligation; and (C) Guarantor has full power, right and authority to enter into this Guaranty; (Div) the provisions authorization, execution, delivery and performance of this Guaranty do not conflict with require notification to, registration with, or result in a default under consent or approval by, any agreement federal, state or other instrument binding upon local regulatory body or administrative agency. The Guarantor represents and do not result in a violation of any law, regulation, court decree or order applicable warrants to Guarantor; (E) the Lender that the Guarantor has not a direct and will notsubstantial economic interest in the Borrower and expects to derive substantial benefits therefrom and from any loans, without credit transactions, financial accommodations, discounts, purchases of property and other transactions and events resulting in the prior written consent creation of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lenderthe Indebtedness guarantied hereby, and all such financial information which currently has beenthat this Guaranty is given for a corporate purpose. The Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as accordance with paragraph 4, if at any time, in the opinion of the dates directors or officers, the financial information is provided; (G) no material adverse change has occurred benefits then being received by the Guarantor in Guarantor’s financial condition since connection with this Guaranty are not sufficient to warrant the date continuance of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor this Guaranty as to the creditworthiness future Indebtedness of the Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower . Accordingly, so long as this Guaranty is not revoked prospectively in accordance with paragraph 4, the Lender may rely conclusively on a continuing basis information regarding Borrower’s financial condition. warranty, hereby made, that the Guarantor agrees continues to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s risks under be benefitted by this Guaranty, Guaranty and Guarantor further agrees that, absent a request for information, Xxxxxx the Lender shall have no obligation duty to disclose inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender without regard to Guarantor the receipt, nature or value of any information or documents acquired by Lender in the course of its relationship with Borrowersuch benefits.

Guarantor’s Representations and Warranties. The Guarantor represents and warrants to the Lender that (Ai) no representations or agreements of any kind have been made the Guarantor is a corporation, duly organized and existing in good standing and has full power and authority to Guarantor which would limit or qualify in any way the terms of make and deliver this Guaranty; (Bii) the execution, delivery and performance of this Guaranty by the Guarantor have been duly authorized by all necessary action of its directors and stockholders and do not and will not violate the provisions of, or constitute a default under, any presently applicable law or its articles of incorporation or bylaws or any agreement presently binding on it; (iii) this Guaranty has been duly executed and delivered by authorized officers on behalf of the Guarantor and constitutes its lawful, binding and legally enforceable obligation, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor's rights generally and by general equitable principles (whether enforcement is executed sought by proceedings in equity or at Borrower’s request law); and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (Div) the provisions authorization, execution, delivery and performance of this Guaranty do not conflict with require notification to, registration with, or result in a default under consent or approval by, any agreement federal, state or other instrument binding upon local regulatory body or administrative agency. The Guarantor represents and do not result in a violation of any law, regulation, court decree or order applicable warrants to Guarantor; (E) the Lender that the Guarantor has not a direct and will notsubstantial economic interest in the Borrower and expects to derive substantial benefits therefrom and from any loans, without credit transactions, financial accommodations, discounts, purchases of property and other transactions and events resulting in the prior written consent creation of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lenderthe Indebtedness guarantied hereby, and all such financial information which currently has beenthat this Guaranty is given for a corporate purpose. The Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as accordance with paragraph 4, if at any time, in the opinion of the dates directors or officers, the financial information is provided; (G) no material adverse change has occurred benefits then being received by the Guarantor in Guarantor’s financial condition since connection with this Guaranty are not sufficient to warrant the date continuance of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor this Guaranty as to the creditworthiness future Indebtedness of the Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower . Accordingly, so long as this Guaranty is not revoked prospectively in accordance with paragraph 4, the Lender may rely conclusively on a continuing basis information regarding Borrower’s financial condition. warranty, hereby made, that the Guarantor agrees continues to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s risks under be benefited by this Guaranty, Guaranty and Guarantor further agrees that, absent a request for information, Xxxxxx the Lender shall have no obligation duty to disclose inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender without regard to Guarantor the receipt, nature or value of any information or documents acquired by Lender in the course of its relationship with Borrowersuch benefits.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender 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 which are not set forth in this Guaranty; (B) this Guaranty is executed at Borrower’s request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not materially conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s reasonable request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition condition, as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding BorrowerXxxxxxxx’s financial condition. 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, absent a request for information, Xxxxxx Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender 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 Borrower’s request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. 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, absent a request for information, Xxxxxx Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender 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 Borrower’s request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise otherwise● dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, but not more often than quarterly (unless otherwise set forth in the Credit Agreement), Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened, other than any litigation, claim, investigation, administrative proceeding or similar action that could not reasonably be expected to result in a material adverse change to the Guarantor’s financial condition; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. 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, absent a request for information, Xxxxxx Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender 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 Borrower’s 's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into Into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s 's assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s 's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s 's financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I1) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s 's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s 's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Xxxxxx shall Lexxxx xhall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender 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 Borrower’s 's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, . regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s 's assets, or any interest therein; (F) upon Lender’s Lxxxxx's request, . Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s 's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s 's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s 's financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (Il) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s 's financial condition. condition Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s 's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Xxxxxx Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender 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 Borrower’s request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. 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, absent a request for information, Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.,

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (A) no representations or agreements 3.1 Any financial statements of any kind have been made to Guarantor which would limit or qualify in any way have heretofore been delivered to the terms of this Guaranty; (B) this Guaranty is executed at Borrower’s request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be are true and correct in all material respects respects, have been prepared substantially in accordance with generally accepted accounting principles consistently applied, and fairly fully and accurately present Guarantor’s the financial condition position of Guarantor as of the dates the financial information is provided; (G) thereof, and no material materially adverse change has occurred in Guarantor’s the financial condition position reflected therein since the date dates thereof 3.2 There is no action, suit or proceeding pending, or threatened, against or affecting Guarantor involving controversies which, in the aggregate, exceed Fifty Thousand Dollars ($50,000.00), or involving the validity, priority or enforceability of any documents evidencing, securing, or executed in connection with the indebtedness guaranteed hereby, at law or in equity, or before or by any governmental authority. Guarantor is not in any default under order, writ, injunction, decree or demand of any coin t or any governmental authority, or under any mortgage, deed of trust, lease, loan or credit agreement, or other instrument to which it is a party or by which it may be bound or affected, and the consummation of the most recent financial statements provided transactions hereby contemplated and the execution, delivery and performance of this Guaranty will not result in the creation or imposition of any security interest in, or lien or encumbrance upon, any of the assets of the Guarantor, and will not result in any breach of, or constitute a default under, any mortgage, deed of trust, lease, loan or credit agreement or other instrument to which Guarantor is a party or by which Guarantor may be bound or affected. 3.3 No representation or warranty by Guarantor contained herein ormi any certificate or other document furnished by Guarantor contains any untrue statement of material fact or omits to state a material fact necessary to make such representation or warranty not misleading in light of the circumstances under which it was made. 3.4 Each consent, approval or authorization of, or filing, registration or qualification which is required to be obtained or effected by the Guarantor in connection with the execution and delivery of this Guaranty or the undertaking or performance of any obligation hereunder has been obtained or effected. 3.5 Guarantor will immediately advise the Lender in writing of any litigation or proceeding in which Guarantor is a party if an adverse decision therein would require Guarantor to pay over more than Fifty Thousand Dollars ($50,000.00) or deliver assets the value of which exceeds such sum (whether or not the claim is considered to be covered by insurance), or involving Guarantor that might materially and no event has occurred which may materially adversely affect Guarantor’s 's operations, financial condition; (H) no litigation, claimproperty or business. 3.6 The laws of the State of New Mexico will govern the interpretation, investigationvalidity, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as enforcement, and effect of this Guaranty, except to the creditworthiness extent that the laws of Borrower; tile United SLates may prevail. The provisions of this Guaranty are severable and, should any provision hereof be determined to be unlawful, the remaiing provisions hereof will remain and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial conditioncontinue to have full force and effect. Guarantor agrees hereby consents to keep adequately informed from such means the jurisdiction of any facts, events, or circumstances which might court located within the State of New Mexico over its person in any way affect Guarantor’s risks under action to enforce this Guaranty, and agrees that service of process may be made wherever Guarantor further agrees thatmay be found and that such service shall be valid and binding as if personal service had been made upon Guarantor within the State of New Mexico. 3.7 Guarantor hereby waives any claim of exemption or priority under New Mexico law and consents that any subsequent execution for the indebtedness may be satisfied without limitation or exclusion by any such exemption or priority. 3.8 This Guaranty will bind the successors in interest and assigns of Guarantor and will inure to the benefit of Lender, absent a request for information, Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender its successors in the course of its relationship with Borrowerinterest and assigns.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender 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 Borrower’s request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates dales the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. Guarantor agrees to keep adequately informed from such much means of any facts, events, or circumstances which might in any way affect Guarantor’s risks under this Guaranty, and Guarantor further agrees parses that, absent a request for information, Xxxxxx Lender shall have no obligation to disclose to Guarantor any information Information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender 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 Borrower’s 's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s 's assets, or any interest therein; (F) upon Lender’s 's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s 's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s 's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s 's financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (Il) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s 's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s 's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Xxxxxx Lxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. The Guarantor represents and warrants to the Lender that (Ai) no representations or agreements of any kind have been made the Guarantor is a corporation, duly organized and existing in good standing and has full power and authority to Guarantor which would limit or qualify in any way the terms of make and deliver this Guaranty; (Bii) the execution, delivery and performance of this Guaranty by the Guarantor have been duly authorized by all necessary action of its directors and shareholders and do not and will not violate the provisions of, or constitute a default under, any presently applicable law or its Constituent Documents or any agreement presently binding on it; (iii) this Guaranty is has been duly executed at Borrower’s request and not at delivered by the request authorized Officers of Lenderthe Guarantor and constitutes its lawful, binding and legally enforceable obligation; and (C) Guarantor has full power, right and authority to enter into this Guaranty; (Div) the provisions authorization, execution, delivery and performance of this Guaranty do not conflict with require notification to, registration with, or result in a default under consent or approval by, any agreement federal, state or other instrument binding upon local regulatory body or administrative agency. The Guarantor represents and do not result in a violation of any law, regulation, court decree or order applicable warrants to Guarantor; (E) the Lender that the Guarantor has not a direct and will notsubstantial economic interest in the Borrowers and expects to derive substantial benefits therefrom and from any loans, without credit transactions, financial accommodations, discounts, purchases of property and other transactions and events resulting in the prior written consent creation of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lenderthe Indebtedness guarantied hereby, and all such financial information which currently has beenthat this Guaranty is given for a corporate purpose. The Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as accordance with paragraph 4, if at any time, in the opinion of the dates directors or officers, the financial information is provided; (G) no material adverse change has occurred benefits then being received by the Guarantor in Guarantor’s financial condition since connection with this Guaranty are not sufficient to warrant the date continuance of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor this Guaranty as to the creditworthiness future Indebtedness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower the Borrowers. Accordingly, so long as this Guaranty is not revoked prospectively in accordance with paragraph 4, the Lender may rely conclusively on a continuing basis information regarding Borrower’s financial condition. warranty, hereby made, that the Guarantor agrees continues to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s risks under be benefited by this Guaranty, Guaranty and Guarantor further agrees that, absent a request for information, Xxxxxx the Lender shall have no obligation duty to disclose inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender without regard to Guarantor the receipt, nature or value of any information or documents acquired by Lender in the course of its relationship with Borrowersuch benefits.

Guarantor’s Representations and Warranties. Guarantor represents represents, warrants and warrants acknowledges that: (a) Lenders would not make the Loan but for this Guaranty; (b) there are no conditions precedent to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms effectiveness of this Guaranty; (Bc) Guarantor is an Affiliate of Borrower that owns one hundred percent (100%) of the limited liability company interests in Borrower and has received, or will receive, direct or indirect benefit from the making of the Loan to Borrower and the making of this Guaranty is executed at Borrower’s request and not at the request of LenderGuaranty; (Cd) Guarantor is familiar with, and has full powerindependently reviewed books and records regarding, right the financial condition of Borrower and authority is familiar with the value of any and all Collateral intended to be security for the payment of the Obligation provided, however, Guarantor is not relying on such financial condition or such Collateral as an inducement to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (Je) Guarantor has established adequate means of obtaining from Borrower sources other than Administrative Agent or Lenders, on a continuing basis basis, financial and other information regarding pertaining to Borrower’s financial condition. , the Collateral and Borrower’s activities relating thereto and the status of Borrower’s performance of obligations under the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events, events or circumstances which might in any way affect Guarantor’s risks under hereunder; (f) Guarantor’s unrestricted and unencumbered Liquid Assets are not less than $10,000,000; (g) Guarantor’s Tangible Net Worth is not less than $100,000,000; (h) Guarantor’s Leverage Ratio does not exceed 2.25 to 1.0; (i) Guarantor’s Debt Service Coverage Ratio is not less than 2.0 to 1.0; (j) Guarantor has reviewed all of the terms and provisions of the Credit Agreement and the other Loan Documents; and (k) none of Administrative Agent, Lenders, or any other party has made any representation, warranty or statement to Guarantor on any matter in order to induce Guarantor to execute this Guaranty, and Guarantor further agrees that, absent a request for information, Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender 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 Borrower’s 's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s 's financial condition. 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, absent a request for information, Xxxxxx shall Lexxxx xhall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to the Lender Parties that (Aa) no representations or agreements Guarantor is an entity of any kind have been made the type described in the preamble to Guarantor which would limit or qualify this Guaranty, duly organized and existing in any way the terms of good standing and has full power and authority to make and deliver this Guaranty; (Bb) the execution, delivery and performance of this Guaranty by Guarantor have been duly authorized by all necessary action and does not and will not violate the provisions of, or constitute a default under, any presently applicable law or its constituent documents or any agreement presently binding on Guarantor; (c) this Guaranty is has been duly executed at Borrower’s request and not at delivered by the request authorized officers of LenderGuarantor and constitutes its lawful, binding and legally enforceable obligation; and (C) Guarantor has full power, right and authority to enter into this Guaranty; (Dd) the provisions authorization, execution, delivery and performance of this Guaranty do not conflict require notification to, registration with, or consent or approval by, any federal, state or local regulatory body or administrative agency. Guarantor represents and warrants to the Lender Parties that Guarantor has a direct and substantial economic interest in Borrower and expects to derive substantial benefits therefrom and from any loans, credit transactions, financial accommodations, discounts, purchases of property and other transactions and events resulting in the creation of the Obligations guarantied hereby, and that this Guaranty is given for a corporate purpose. The Lender Parties may rely conclusively on a continuing warranty, hereby made, that Guarantor continues to be benefited by this Guaranty and the Lender Parties shall have no duty to inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender Parties without regard to the receipt, nature or value of any such benefits. Guarantor represents and warrants to the Lender Parties that, from and after the date of this Guaranty, none of PAL, Aurora East, or Axxxxx Xxxx shall perform any of the following (and Guarantor hereby covenants and agrees that it shall not direct, authorize or otherwise permit PAL, Aurora East, or Axxxxx Xxxx to perform any of the following (whether in its capacity as a member of PAL or otherwise) and shall exercise all voting rights it may hold with respect to PAL, Aurora East, or result Axxxxx Xxxx in a default under any agreement manner that ensures that none of the following shall occur): (a) sell, assign, transfer or other instrument binding upon Guarantor and do not result in a violation otherwise alienate ownership of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, of the Aurora Assets without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transferthe Lender Parties, or otherwise dispose of all or substantially all of Guarantor’s assets(b) incur, create, assume, or suffer to exist any interest therein; (F) upon Lender’s requestlien, Guarantor will provide to Lender financial and credit information in form acceptable to Lendersecurity interest, and all such financial information which currently has beenpledge, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigationcharge, claimencumbrance, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor other limitation as to the creditworthiness Aurora Assets or the Sale Proceeds or incur any indebtedness (secured or unsecured, direct or contingent including guaranteeing any obligation) without the prior written consent of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial conditionthe Lender Parties. 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 GuarantyThe Aurora Assets are now, and Guarantor further agrees thatwill at all times ensure that the Aurora Assets remain, absent a request free and clear of all liens and encumbrances except for information, Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by liens and encumbrances in favor of the Lender in the course of its relationship with BorrowerParties.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender 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 Borrower’s request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. 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, absent a request for information, Xxxxxx Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR’S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender’s power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor waives all rights of Guarantor under Chapter 43 of the Texas Civil Practice and Remedies Code. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (A) any “one action” or “anti-deficiency” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s subrogation rights or Guarantor’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to the Lender Parties that (Aa) no representations or agreements Guarantor is an entity of any kind have been made the type described in the preamble to Guarantor which would limit or qualify this Guaranty, duly organized and existing in any way the terms of good standing and has full power and authority to make and deliver this Guaranty; (Bb) the execution, delivery and performance of this Guaranty by Guarantor have been duly authorized by all necessary action and does not and will not violate the provisions of, or constitute a default under, any presently applicable law or its constituent documents or any agreement presently binding on Guarantor; (c) this Guaranty is has been duly executed at Borrower’s request and not at delivered by the request authorized officers of LenderGuarantor and constitutes its lawful, binding and legally enforceable obligation; and (C) Guarantor has full power, right and authority to enter into this Guaranty; (Dd) the provisions authorization, execution, delivery and performance of this Guaranty do not conflict require notification to, registration with, or consent or approval by, any federal, state or local regulatory body or administrative agency. Guarantor represents and warrants to the Lender Parties that Guarantor has a direct and substantial economic interest in each Borrower and expects to derive substantial benefits therefrom and from any loans, credit transactions, financial accommodations, discounts, purchases of property and other transactions and events resulting in the creation of the Obligations guarantied hereby, and that this Guaranty is given for a corporate purpose. The Lender Parties may rely conclusively on a continuing warranty, hereby made, that Guarantor continues to be benefited by this Guaranty and the Lender Parties shall have no duty to inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender Parties without regard to the receipt, nature or value of any such benefits. Guarantor represents and warrants to the Lender Parties that, from and after the date of this Guaranty, none of PAL, Aurora East, or Xxxxxx Xxxx shall perform any of the following (and Guarantor hereby covenants and agrees that it shall not direct, authorize or otherwise permit PAL, Aurora East, or Xxxxxx Xxxx to perform any of the following (whether in its capacity as a member of PAL or otherwise) and shall exercise all voting rights it may hold with respect to PAL, Aurora East, or result Xxxxxx Xxxx in a default under any agreement manner that ensures that none of the following shall occur): (a) sell, assign, transfer or other instrument binding upon Guarantor and do not result in a violation otherwise alienate ownership of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, of the Aurora Assets without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transferthe Lender Parties, or otherwise dispose of all or substantially all of Guarantor’s assets(b) incur, create, assume, or suffer to exist any interest therein; (F) upon Lender’s requestlien, Guarantor will provide to Lender financial and credit information in form acceptable to Lendersecurity interest, and all such financial information which currently has beenpledge, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigationcharge, claimencumbrance, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor other limitation as to the creditworthiness Aurora Assets or the Sale Proceeds or incur any indebtedness (secured or unsecured, direct or contingent including guaranteeing any obligation) without the prior written consent of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial conditionthe Lender Parties. 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 GuarantyThe Aurora Assets are now, and Guarantor further agrees thatwill at all times ensure that the Aurora Assets remain, absent a request free and clear of all liens and encumbrances except for information, Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by liens and encumbrances in favor of the Lender in the course of its relationship with BorrowerParties.

Guarantor’s Representations and Warranties. Each Guarantor jointly and severally represents and warrants to Lender the Lenders that (Aa) no representations or agreements of any kind have been made to Guarantor the Guarantors which would limit or qualify in any way the terms of this Guaranty; (Bb) this Guaranty is executed at the Borrower’s 's and each other Loan Party's request and not at the request of Lenderthe Lenders; (Cc) each Guarantor has full power, right and authority to enter into this Guaranty; (Dd) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon any Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to the Guarantor; (Ee) such Guarantor has not and will not, without the prior written consent of Lenderthe Lenders, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s its assets, or any interest therein, except as may be permitted by the Credit Agreement; (Ff) upon Lender’s the Lenders' request, a Guarantor will provide to Lender the Lenders financial and credit information in form acceptable to Lenderthe Lenders, and all such financial information which currently has been, and all future financial information which will be provided to Lender the Lenders is and will be true and correct in all material respects and fairly present Guarantor’s presents the financial condition of the Guarantor as of the dates the financial information is provided; (Gg) no material adverse change has occurred in any Guarantor’s 's financial condition since the date of the most recent financial statements provided to Lender the Lenders and no event has occurred which may materially adversely affect a Guarantor’s 's financial condition; (Hh) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against any Guarantor is pending or threatened; (Ii) Lender has the Lenders have made no representation to any Guarantor as to the creditworthiness of Borrowerthe Borrower or any other Loan Party; and (Jj) Guarantor has the Guarantors have established adequate means of obtaining from the Borrower or any other Loan Party on a continuing basis information regarding the Borrower’s 's and each other Loan Party's financial condition. Guarantor agrees The Guarantors agree to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s the Guarantors' risks under this Guaranty, and Guarantor the Guarantors further agrees that, absent a request for information, Xxxxxx agree that the Lenders shall have no obligation to disclose to Guarantor the Guarantors any information or documents acquired by Lender the Lenders in the course of its their relationship with Borrowerthe Borrower or any other Loan Party.

Guarantor’s Representations and Warranties. Guarantor represents represents, warrants and warrants covenants to and with Lender that (A) that: 13.1 There is no representations action or agreements proceeding pending or to the actual knowledge of Guarantor, threatened against Guarantor before any kind have been made to Guarantor court or administrative agency which would limit or qualify might result in any way material adverse change in the terms business or financial condition of this Guaranty; (B) this Guaranty is executed at Borrower’s request and not at Guarantor or in the request property of Lender; (C) Guarantor; 13.2 Guarantor has full powerfiled all Federal and State income tax returns which Guarantor has been required to file, right and authority has paid all taxes as shown on said returns and on all assessments received by Guarantor to enter into this Guaranty; (D) the provisions extent that such taxes have become due; 13.3 Neither the execution nor delivery of this Guaranty do not nor fulfillment of nor compliance with the terms and provisions hereof will conflict with with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of Guarantor under any agreement or other instrument to which Guarantor is now a party or by which Guarantor may be bound; 13.4 This Guaranty is a valid and legally binding upon agreement of Guarantor and do is enforceable against Guarantor in accordance with its terms; 13.5 Guarantor has either (i) examined the Loan Documents or (ii) has had an opportunity to examine the Loan Documents and has waived the right to examine them; and 13.6 Guarantor has the full power, authority, and legal right to execute and deliver this Guaranty. If Guarantor is not result in a violation of any lawan individual, regulation, court decree or order applicable to Guarantor; (Ei) Guarantor is duly organized, validly existing and in good standing under the laws of the state of its formation, and (ii) the execution, delivery and performance of this Guaranty by Guarantor has not been duly and will not, without validly authorized and the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of person(s) signing this Guaranty on Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide behalf has been validly authorized and directed to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. 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 sign this Guaranty, and Guarantor further agrees that, absent a request for information, Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. To induce Lender to make the Loan, each Guarantor represents makes the following representations and warrants warranties: A. The financial information for each Guarantor furnished to Lender that (A) in connection with Borrower's application for the Loan is complete and accurate. There has been no representations or agreements material nor adverse change in the financial condition of any kind have been made to Guarantor which would limit or qualify in any way from that reflected on such financial information. B. The obtaining and performing of the terms of this Guaranty; (B) this Guaranty is executed at Borrower’s request Loan does not and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do will not result in a violation breach of, constitute a default under, require any consent under, or result in the creation of any lawlien, charge, or encumbrance upon any property of any Guarantor pursuant to any instrument, order, or other agreement to which a Guarantor is a party or by which a Guarantor or any of its property is bound, other than those created by the Loan Documents. C. There are no judgments, liens, encumbrances, or other security interests outstanding against a Guarantor or any of its property other than those disclosed to Lender in connection with Borrower's request for the Loan, nor is there any pending or, to Guarantor's knowledge, threatened litigation that could or will give rise to any such judgment, lien or encumbrance. D. No Guarantor has incurred any debts, liabilities, or obligations (whether direct or contingent) and has not committed to incur any debts, liabilities, or obligations other than those disclosed to Lender in connection with Borrower's request for the Loan or shown on the financial statements submitted to Lender. E. No Guarantor has made any assignment for the benefit of his creditors, admitted in writing its inability to pay its debts as they become due, filed a petition of bankruptcy or been adjudicated bankrupt or insolvent, or filed a petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, receivership or similar relief under any statute, law or regulation. F. There are no actions, court suits or proceedings pending or, to Guarantor's knowledge, threatened against or affecting any Guarantor, at law or in equity, or before or by any governmental authorities, and Guarantor is not in default with respect to any order, writ, injunction, decree or order applicable to Guarantor; (E) Guarantor has demand of any court or any governmental authority. G. The obtaining of the Loan and the consummation of all other transactions contemplated by the Loan Documents, and performance under the Loan Documents, will not and will notresult in any breach of, without the prior written consent of Lenderor constitute a default under, sellany mortgage, indenture, lease, assignloan, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, credit agreement or any interest therein; (F) upon Lender’s request, Guarantor will provide other contract or instrument to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against any Guarantor is pending a party or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, by which its property may be bound or circumstances which might in any way affect Guarantor’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borroweraffected.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender 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 Borrower’s 's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s 's assets, or any interest therein; (F) upon Lender’s 's request, . Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s 's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s 's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s 's financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (Il) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s 's financial condition. condition Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s 's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Xxxxxx Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (Aa) no representations or agreements of any kind have been made to Guarantor which would could limit or qualify in any way the terms of this Guaranty; (Bb) this Guaranty is executed at Borrower’s request and not at the request of Lender; (Cc) Guarantor has full lull power, right and authority to enter into this Guaranty; (Dd) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (Ee) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (Ff) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s the financial condition of Guarantor as of the dates the financial information is provided; (Gg) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (Hh) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (Ii) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (Jj) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances circumstances, which might in any way affect Guarantor’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Xxxxxx Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender Creditor that (Aa) 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; (Bb) this Guaranty is executed at Borrower’s request and not at the request of LenderDebtor's request; (Cc) Guarantor has full power, right right, and authority to enter into this Guaranty; (Dd) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor Guarantor, and do not result in a violation of any law, regulation, court decree decree, or order applicable to Guarantor; (Ee) Guarantor has not and will not, without the prior written consent of LenderCreditor, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all a substantial part of Guarantor’s 's assets, or any interest thereinin them, except for adequate consideration; (Ff) upon Lender’s Creditor's request, Guarantor will provide to Lender Creditor financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s the financial condition of Guarantor on the dates as of the dates which the financial information is provided; (Gg) no material adverse change has occurred in Guarantor’s 's financial condition since the date of the most recent financial statements provided to Lender Creditor and no event has occurred which may materially adversely affect Guarantor’s 's financial condition; (Hh) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (Ii) Lender Creditor has made no representation to Guarantor as to the creditworthiness of BorrowerDebtor; and (Jj) Guarantor is an officer, director, and controlling shareholder of Debtor and has established adequate means of obtaining from Borrower Debtor on a continuing basis information regarding Borrower’s Debtor's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s 's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Xxxxxx that Creditor shall have no obligation to disclose to Guarantor any information or documents acquired by Lender Creditor in the course of its relationship with BorrowerDebtor.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender Purchasers 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 Borrowerthe Company’s request and not at the request of LenderPurchasers; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not sold, leased, assigned, encumbered, hypothecated, transferred, or otherwise disposed of all or substantially all of Guarantor’s assets, or any interest therein except for the liens and rights of First Interstate Bank with respect to the Collateral as set forth in the First Interstate Loan Documents, and will not, without the prior written consent of LenderPurchasers, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lenderany Purchaser’s request, Guarantor will provide to Lender such Purchaser financial and credit information in form acceptable to Lender, and all such financial information which currently has beenPurchaser, and all future financial information which will be provided to Lender is and such Purchaser will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) except as previously disclosed in public filings, no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (IH) Lender no Purchaser has made no any representation to Guarantor as to the creditworthiness of Borrowerthe Company; and (JI) Guarantor has established adequate means of obtaining from Borrower the Company on a continuing basis information regarding Borrowerthe Company’s financial condition. 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, absent a request for information, Xxxxxx Purchasers shall have no obligation to disclose to Guarantor any information or documents acquired by Lender Purchasers in the course of its their relationship with Borrowerthe Company.

Guarantor’s Representations and Warranties. The Guarantor represents and warrants to Lender that (Aa) no representations the Guarantor is duly incorporated or agreements organized as applicable and existing in good standing under the laws of the jurisdiction of its incorporation or organization, the Guarantor is duly qualified and in good standing in all states where the nature and extent of the business transacted by Guarantor or the ownership of Guarantor’s assets make such qualification necessary or, if Guarantor is not so qualified, Guarantor may cure any kind have been made such failure without losing any of its rights, incurring any liens or material penalties, or otherwise affecting Lender’s rights, and the Guarantor has full power and authority to Guarantor which would limit or qualify in any way the terms of make and deliver this Guaranty; (Bb) the execution, delivery and performance of this Guaranty by the Guarantor have been duly authorized and does not and will not violate the provisions of, or constitute a default under, any presently applicable law or its constituent documents or any agreement presently binding on it, except for conflicts with agreements, contracts or other documents which would not have a Material Adverse Effect; (c) this Guaranty has been duly executed and delivered by the authorized officers of the Guarantor and is executed at Borrower’s request the legal, valid and not at binding obligation of Guarantor and is enforceable against Guarantor in accordance with its terms subject to limitations as to enforceability which might result from bankruptcy, insolvency, moratorium and other similar laws affecting creditors’ rights generally and subject to limitations on the request availability of Lenderequitable remedies; (C) Guarantor has full power, right and authority to enter into this Guaranty; (Dd) the provisions authorization, execution, delivery and performance of this Guaranty do not conflict with require notification to, registration with, or result consent or approval by, any federal, state or local regulatory body or administrative agency and (e) neither the Guarantor nor any of its Subsidiaries is an “investment company”, as such term is defined in a default the Investment Company Act of 1940 (the “1940 Act”), nor is subject to any regulation under any agreement or other instrument binding upon the 1940 Act. The Guarantor represents and do not result in a violation of any law, regulation, court decree or order applicable warrants to Guarantor; (E) Lender that the Guarantor has not a direct and will notsubstantial economic interest in the Borrower and expects to derive substantial benefits therefrom and from any loans, without credit transactions, financial accommodations, discounts, purchases of property and other transactions and events resulting in the prior written consent creation of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lenderthe Obligations guarantied hereby, and all such financial information which currently has been, and all future financial information which will be provided to that this Guaranty is given for a corporate purpose. Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower rely conclusively on a continuing basis information regarding Borrower’s financial condition. warranty, hereby made, that the Guarantor agrees continues to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s risks under be benefited by this Guaranty, Guaranty and Guarantor further agrees that, absent a request for information, Xxxxxx Lender shall have no obligation duty to disclose to Guarantor inquire into or confirm the receipt of any information or documents acquired such benefits, and this Guaranty shall be effective and enforceable by Lender in without regard to the course receipt, nature or value of its relationship with Borrowerany such benefits.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender Bank 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 Borrower’s request and not at the request of LenderBank; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of LenderBank, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially of all of Guarantor’s assets, or any interest therein, otherwise than in the ordinary course of business or on terms materially less favorable than would be obtained in an arms-length transaction; (F) upon LenderBank’s request, but not more frequently than that required pursuant to the terms of the loan agreement between Bank and Borrower effective the same date as this Guaranty, Guarantor will provide to Lender Bank financial and credit information in form acceptable to LenderBank, and all such financial information which currently has been, and all future financial information which will be provided to Lender Bank is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender Bank and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or or, to Guarantor’s knowledge, threatened; (I) Lender Bank has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding such Borrower’s financial condition. Guarantor agrees to keep Borrower adequately informed from of 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, absent a request for information, Xxxxxx Bank shall have no obligation to disclose to Guarantor any information or documents acquired by Lender Bank in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender 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 Borrower’s request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative Administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; : (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances circumstance which might in any way affect Guarantor’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Xxxxxx . Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender Lander in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. The Guarantor represents and warrants to Lender the Fund that (Ai) no representations or agreements of any kind have been made the Guarantor is a corporation, duly organized and existing in good standing and has full power and authority to Guarantor which would limit or qualify in any way the terms of make and deliver this Guaranty; (Bii) the execution, delivery and performance of this Guaranty by the Guarantor have been duly authorized by all necessary action of its directors and stockholders and do not and will not violate the provisions of, or constitute a default under, any presently applicable law or its constituent documents or any agreement presently binding on it; (iii) this Guaranty is has been duly executed at Borrower’s request and not at delivered by the request authorized officers of Lenderthe Guarantor and constitutes its lawful, binding and legally enforceable obligation; and (C) Guarantor has full power, right and authority to enter into this Guaranty; (Div) the provisions authorization, execution, delivery and performance of this Guaranty do not conflict with require notification to, registration with, or result in a default under consent or approval by, any agreement federal, state or other instrument binding upon local regulatory body or administrative agency. The Guarantor represents and do not result in a violation of any law, regulation, court decree or order applicable warrants to Guarantor; (E) the Fund that the Guarantor has not a direct and will not, without substantial economic interest in the prior written consent Maker and expects to derive substantial benefits therefrom and from the settlement of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose the Litigation against Maker pursuant to the terms of all or substantially all the Stipulation which settlement resulted in the creation of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lenderthe Indebtedness guarantied hereby, and all such financial information which currently has beenthat this Guaranty is given for a corporate purpose. The Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as accordance with paragraph 4, if at any time, in the opinion of the dates directors or officers, the financial information is provided; (G) no material adverse change has occurred benefits then being received by the Guarantor in Guarantor’s financial condition since connection with this Guaranty are not sufficient to warrant the date continuance of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor this Guaranty as to the creditworthiness future Indebtedness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower the Maker. Accordingly, so long as this Guaranty is not revoked prospectively in accordance with paragraph 4, the Fund may rely conclusively on a continuing basis information regarding Borrower’s financial condition. warranty, hereby made, that the Guarantor agrees continues to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s risks under be benefited by this Guaranty, Guaranty and Guarantor further agrees that, absent a request for information, Xxxxxx the Fund shall have no obligation duty to disclose inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Fund without regard to Guarantor the receipt, nature or value of any information or documents acquired by Lender in the course of its relationship with Borrowersuch benefits.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender 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 Borrower’s request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding BorrowerXxxxxxxx’s financial condition. , 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, absent a request for information, Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with BorrowerXxxxxxxx. GUARANTOR’S FINANCIAL STATEMENTS. Xxxxxxxxx agrees to furnish Lender with the following: Annual Statements. As soon as available, but in no event later than one-hundred-twenty (120) days after the end of each fiscal year, Guarantor’s balance sheet and income statement for the year ended, prepared by Guarantor.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender 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; (Bb) this Guaranty is executed at Borrower’s 's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, COMMERCIAL GUARANTY Loan No.: 2000207186 (Continued) Page 3 or otherwise dispose of all or substantially all of Guarantor’s 's assets, or any interest therein; (F) upon Lender’s 's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s 's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s 's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s 's financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s 's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s 's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Xxxxxx Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender 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 Borrower’s request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. 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, absent a request for information, Xxxxxx Lxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with BorrowerBxxxxxxx.

Guarantor’s Representations and Warranties. The Guarantor represents ------------------------------------------ and warrants to the Lender that (i) the Guarantor is a corporation, duly organized and existing in good standing and has full power and authority to make and deliver this Guaranty; (ii) the execution, delivery and performance of this Guaranty by the Guarantor have been duly authorized by all necessary action of its directors and stockholders and do not and will not violate the provisions of, or constitute a default under, any presently applicable law or its articles of incorporation or bylaws or any agreement presently binding on it; (iii) this Guaranty has been duly executed and delivered by the authorized officers of the Guarantor and constitutes its lawful, binding and legally enforceable obligation; and (iv) the authorization, execution, delivery and performance of this Guaranty do not require notification to, registration with, or consent or approval by, any federal, state or local regulatory body or administrative agency. The Guarantor represents and warrants to the Lender that (A) no representations or agreements the Guarantor has a direct and substantial economic interest in the Borrower and expects to derive substantial benefits therefrom and from any loans, credit transactions, financial accommodations, discounts, purchases of any kind have been made to Guarantor which would limit or qualify property and other transactions and events resulting in any way the terms creation of this Guaranty; (B) the Indebtedness guarantied hereby, and that this Guaranty is executed given for a corporate purpose. The Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions, in accordance with Paragraph 4, if at Borrower’s request and any time, in the opinion of the directors or officers, the benefits then being received by the Guarantor in connection with this Guaranty are not at sufficient to warrant the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions continuance of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness future Indebtedness of the Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower . Accordingly, so long as this Guaranty is not revoked prospectively in accordance with Paragraph 4, the Lender may rely conclusively on a continuing basis information regarding Borrower’s financial condition. warranty, hereby made, that the Guarantor agrees continues to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s risks under be benefited by this Guaranty, Guaranty and Guarantor further agrees that, absent a request for information, Xxxxxx the Lender shall have no obligation duty to disclose inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender without regard to Guarantor the receipt, nature or value of any information or documents acquired by Lender in the course of its relationship with Borrowersuch benefits.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender 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 Borrower’s 's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor, the effect of which, in each case, could reasonably be expected to be, have, or result in a material adverse effect on Guarantor’s business or financial condition; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, encumber (except for liens otherwise permitted or provided for under the Loan Agreement or the Security Agreement between Guarantor and Lender) or otherwise dispose of all or substantially all of Guarantor’s 's assets, provided, however, that consent of Lender shall not be required if the proceeds from such sale, lease, assignment, transfer, or any interest thereindisposition are distributed to Borrower for purposes of reinvestment; (F) upon Lender’s 's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s 's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s 's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s 's financial condition; (H) no material litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s Bxxxxxxx's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s 's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Xxxxxx Lxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. The Guarantor represents and warrants to Lender WFBCI that (Ai) no representations or agreements of any kind have been made the Guarantor is a corporation, duly organized and existing in good standing and has full power and authority to Guarantor which would limit or qualify in any way the terms of make and deliver this Guaranty; (Bii) the execution, delivery and performance of this Guaranty by the Guarantor have been duly authorized by all necessary action. of its directors as required by the by-laws of the Guarantor and do not and will not violate the provisions of, or constitute a default under, any presently applicable law or its articles of incorporation or bylaws or any agreement presently binding on it; (iii) this Guaranty is has been duly executed at Borrower’s request and not at delivered by the request authorized officers of Lenderthe Guarantor and constitutes its lawful, binding and legally enforceable obligation; and (C) Guarantor has full power, right and authority to enter into this Guaranty; (Div) the provisions authorization, execution, delivery and performance of this Guaranty do not conflict with require notification to, registration with, or result in a default under consent or approval by, any agreement federal, state or other instrument binding upon local regulatory body or administrative agency. The Guarantor represents and do not result in a violation of any law, regulation, court decree or order applicable wan-ants to Guarantor; (E) WFBCI that the Guarantor has not a direct and will notsubstantial economic interest in the Customer and expects to derive substantial benefits therefrom and from any purchases of property, without the prior written consent of Lenderfinancial accommodations, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lenderdiscounts, and all such financial information which currently has beenother transactions and events resulting in the creation of the Indebtedness guarantied hereby, and all that this Guaranty is given for a corporate purpose. ‘ne Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future financial information which will be provided to Lender is and will be true and correct transactions, in all material respects and fairly present Guarantor’s financial condition as accordance with paragraph 4, if at any time, in the opinion of the dates directors or officers, the financial information is provided; (G) no material adverse change has occurred benefits then being received by the Guarantor in Guarantor’s financial condition since connection with this Guaranty are not sufficient to warrant the date continuance of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor this Guaranty as to the creditworthiness future Indebtedness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower the Customer. Accordingly, so long as this Guaranty is not revoked prospectively in accordance with paragraph 4, WFBCI may rely conclusively on a continuing basis information regarding Borrower’s financial condition. warranty, hereby made, that the Guarantor agrees continues to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s risks under be benefited by this Guaranty, Guaranty and Guarantor further agrees that, absent a request for information, Xxxxxx WFBCI shall have no obligation duty to disclose inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by WFBCI without regard to Guarantor the receipt, -nature or value of any information or documents acquired by Lender in the course of its relationship with Borrowersuch benefits.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender 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 Borrower’s 's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s 's assets, or any interest therein; (F) upon Lender’s 's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s 's financial condition as of the dates dales the financial information is provided; (G) no material adverse change has occurred in Guarantor’s 's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s 's financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s 's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s 's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. The Guarantor represents and warrants to the Lender that (Athat: i) no representations or agreements the Guarantor is a corporation, duly organized and existing in good standing and has full power and authority to make and deliver this Guaranty; ii) the execution, delivery and performance of any kind this Guaranty by the Guarantor have been made to Guarantor which would limit duly authorized by all necessary action of its directors and shareholders and do not and will not violate the provisions of, or qualify in constitute a default under, any way the terms presently applicable law or its articles of this Guaranty; (Bincorporation and bylaws or any agreement presently binding on it; iii) this Guaranty is has been duly executed at Borrower’s request and not at delivered by the request authorized officer of Lenderthe Guarantor and constitutes its lawful, binding and legally enforceable obligation; (C) Guarantor has full power, right and authority to enter into this Guaranty; (Div) the provisions authorization, execution, delivery and performance of this Guaranty do not conflict with require notification to, registration with, or result in a default under consent or approval by, any agreement federal, state or other instrument binding upon local regulatory body or administrative agency. The Guarantor represents and do not result in a violation of any law, regulation, court decree or order applicable warrants to Guarantor; (E) the Lender that the Guarantor has not a direct and will notsubstantial economic interest in the Borrower and expects to derive substantial benefits therefrom and from any loans, without credit transactions, financial accommodations, discounts, purchases of property and other transactions and events resulting in the prior written consent creation of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lenderthe Indebtedness guarantied hereby, and all such financial information which currently has beenthat this Guaranty is given for a business purpose. The Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as accordance with paragraph 4, if at any time, in the opinion of the dates directors or officer, the financial information is provided; (G) no material adverse change has occurred benefits then being received by the Guarantor in Guarantor’s financial condition since connection with this Guaranty are not sufficient to warrant the date continuance of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor this Guaranty as to the creditworthiness future Indebtedness of the Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower . Accordingly, so long as this Guaranty is not revoked prospectively in accordance with paragraph 4, the Lender may rely conclusively on a continuing basis information regarding Borrower’s financial condition. warranty, hereby made, that the Guarantor agrees continues to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s risks under be benefitted by this Guaranty, Guaranty and Guarantor further agrees that, absent a request for information, Xxxxxx the Lender shall have no obligation duty to disclose inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender without regard to Guarantor the receipt, nature or value of any information or documents acquired by Lender in the course of its relationship with Borrowersuch benefits.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender 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 Borrower’s request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, sell lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. 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, absent a request for information, Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender Buyer that (Aa) 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; (Bb) this Guaranty is executed at Borrower’s Seller's request and not at the request of LenderBuyer; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (Ec) Guarantor has not and will not, without the prior written consent of LenderBuyer, sell, lease, assign, encumber, hypothecate, transfer, or otherwise orotherwise dispose of all or substantially all of Guarantor’s 's assets, or any interest therein; , (Fd) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender Buyer has made no representation to Guarantor as to the creditworthiness of BorrowerSeller; (e) upon Buyer's request, Guarantor will provide to Buyer financial and credit information in form acceptable to Buyer, and all such financial information provided to Buyer is true and correct in all material respects and fairly presents the financial condition of Guarantor as of the dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the date of the financial statements; and (Jf) Guarantor has established adequate means of obtaining from Borrower Seller on a continuing basis information regarding Borrower’s Seller's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s Guarantors risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Xxxxxx Buyer shall have no obligation to disclose to Guarantor any information or documents acquired by Lender Buyer in the course of its relationship with BorrowerSeller.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (Aa) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in In any way the terms of ol this Guaranty; : (Bb) this Guaranty is executed at Borrower’s 's request and not at the request of LenderLandsr; (Cc) Guarantor has full power, right and authority to enter into this Guaranty; , (Dd) the provisions of ol this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; : (Ee) Guarantor has not and will not, without the prior written consent of Lender, . sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s 's assets, or Or any interest therein; (Ff) upon Lender’s request's rsquast, Guarantor will provide provido to Lender financial and credit information in form (orm acceptable to Lender, and all such financial information which currently has been, . and all future financial information Information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s the financial condition of Guarantor as of the dates the financial information is provided; : (Gg) no material adverse change has occurred in Guarantor’s 's financial condition since the date data of the most recent financial statements provided to Lender and no event has occurred oceurrad which may materially matarially adversely affect Guarantor’s 's financial condition; : (Hh) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against aBainst Guarantor is pending or threatened; (Ii) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; : and (Jj) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s 's financial condition. Guarantor agrees agroes to keep adequately informed from such means of any facts, events, or circumstances circumstancos which might in any way affect Guarantor’s 's risks under this Guaranty, and Guarantor further agrees that, absent a request for informationInformation, Xxxxxx Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender Lander in the course of ol its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor hereby acknowledges, understands, represents and warrants to Lender that unto Marketer as follows: (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; (Bi) this Guaranty constitutes the legal, valid and binding obligation of Guarantor and is executed at Borrower’s request fully enforceable against Guarantor in accordance with its conditions, provisions and not at the request of Lenderterms; (Cii) Guarantor is solvent and the execution of this Guaranty does not render Guarantor insolvent. Any and all financial statements, balance sheets, net worth statements and other financial data which have heretofore been furnished to Marketer with respect to Guarantor fairly and accurately present the financial condition of Guarantor as of the date they were furnished to Marketer and, since that date, there has been no material adverse change in the financial condition of Guarantor; (iii) there are no legal proceedings or material claims or demands pending against or, to the best of Guarantor’s knowledge threatened against, Guarantor or any of its assets; (iv) the execution and delivery of this Guaranty and the assumption of liability hereunder have been in all respects authorized and approved by Guarantor; Guarantor has full powerauthority and power to execute this Guaranty and to perform its obligations hereunder; and, right and authority to enter into this Guaranty; (Dv) that neither the provisions execution nor the delivery of this Guaranty do not nor the fulfillment and compliance with the provisions hereof will conflict with with, result in a breach of, constitute a default under or result in a default the creation of any lien, charge, or encumbrance upon any property or assets of Guarantor under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending now a party or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances by which might in any way affect Guarantor’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrowerit may be bound.

Guarantor’s Representations and Warranties. The Guarantor represents and warrants to the Lender that (Ai) no representations or agreements of any kind have been made the Guarantor is a trust, duly organized and existing in good standing and has full power and authority to Guarantor which would limit or qualify in any way the terms of make and deliver this Guaranty; (Bii) the execution, delivery and performance of this Guaranty by the Guarantor have been duly authorized by all necessary action and do not and will not violate the provisions of, or constitute a default under, any presently applicable law or its trust agreement or any agreement presently binding on it; (iii) this Guaranty is has been duly executed at Borrower’s request and not at delivered by the request trustees of Lenderthe Guarantor and constitutes its lawful, binding and legally enforceable obligation; and (C) Guarantor has full power, right and authority to enter into this Guaranty; (Div) the provisions authorization, execution, delivery and performance of this Guaranty do not conflict with require notification to, registration with, or result in a default under consent or approval by, any agreement federal, state or other instrument binding upon local regulatory body or administrative agency. The Guarantor represents and do not result in a violation of any law, regulation, court decree or order applicable warrants to Guarantor; (E) the Lender that the Guarantor has not a direct and will notsubstantial economic interest in the Borrower and expects to derive substantial benefits therefrom and from any loans, without credit transactions, financial accommodations, discounts, purchases of property and other transactions and events resulting in the prior written consent creation of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lenderthe Indebtedness guarantied hereby, and all such financial information which currently has beenthat this Guaranty is given for a trust purpose. The Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as accordance with paragraph 4, if at any time, in the opinion of the dates trustees, the financial information is provided; (G) no material adverse change has occurred benefits then being received by the Guarantor in Guarantor’s financial condition since connection with this Guaranty are not sufficient to warrant the date continuance of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor this Guaranty as to the creditworthiness future Indebtedness of the Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower . Accordingly, so long as this Guaranty is not revoked prospectively in accordance with paragraph 4, the Lender may rely conclusively on a continuing basis information regarding Borrower’s financial condition. warranty, hereby made, that the Guarantor agrees continues to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s risks under be benefited by this Guaranty, Guaranty and Guarantor further agrees that, absent a request for information, Xxxxxx the Lender shall have no obligation duty to disclose inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender without regard to Guarantor the receipt, nature or value of any information or documents acquired by Lender in the course of its relationship with Borrowersuch benefits.

Guarantor’s Representations and Warranties. The Guarantor represents and warrants to Lender that the State and to the Subsidiary that: (Aa) no representations or agreements of any kind have been made to Guarantor which would limit or qualify this Deed constitutes a valid and legally binding obligation on it in any way accordance with its terms; (b) the terms execution, delivery and performance of this Guaranty; (B) this Guaranty is executed at Borrower’s request and Deed by it does not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under breach any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assetsLaw, or any interest therein; document or agreement to which it is a party or which is binding on it or any of its assets; (Fc) upon Lender’s request, Guarantor will provide to Lender it is not in default in the payment of any material sum or in the satisfaction of any material obligation in respect of any financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender liability and no event has occurred which may materially adversely affect with the giving of notice, lapse of time or other condition could constitute a default in respect of any financial liability; (d) the most recent financial reports of the Guarantor delivered to the State: (i) have been prepared in accordance with accounting principles and practices generally accepted in Australia; and (ii) give a true and fair view of the financial condition of the Guarantor as at the date to which they relate, and the results of the Guarantor’s 's operations for the accounting period ended on that date, and since that date there has been no material adverse change in the financial condition; condition of the Guarantor as shown in those reports or statement; (He) the Guarantor and the Subsidiary have so far as is material complied with all Laws; (f) at the date of execution of this Deed, the Guarantor is not the trustee of any trust, except as a trustee under any deed of cross guarantee for the purpose of any Australian Securities and Investment Commission Individual or Class Order, nor does it hold any property subject to or impressed by any trust; (g) the execution, delivery, and performance of this Deed does not violate its constitution or any Law applying to it and, if the Guarantor, the Subsidiary or any of its subsidiaries is listed on the Australian Stock Exchange or any other stock exchange, those listing requirements or rules; (h) it has taken all corporate and other action required to enter into this Deed and to authorise the execution and delivery of this Deed and the performance and satisfaction of its obligations under this Deed; (i) it has filed all material corporate notices and effected all material registrations with the Australian Securities and Investments Commission or similar office in its jurisdiction of incorporation and in any other jurisdiction as required by Law, and all those filings and registrations are current, complete, and accurate; (j) this Deed is executed for valuable consideration, the receipt and adequacy of which the Guarantor acknowledges; (k) it is not insolvent and is not the subject of a direction under, or having effect as if it were a direction under, section 14 of the Australian Securities and Investment Commission Xxx 0000 (Cth), or the subject of an investigation under, or taken to be under, that Act; (l) it has full legal capacity and power to own its property and assets and carry on its business as it is now being conducted; (m) this Deed constitutes a valid and legally binding obligation, enforceable in accordance with its terms, to rank at all times at least equally with all of its other present and future unsecured payment obligations (including contingent obligations), other than those which are mandatorily preferred by Law and that the Guarantor has taken all action required to ensure that its obligations under this Deed so rank and will continue to so rank; (n) at the date of execution of this Deed, no litigation, claimarbitration, investigationmediation, conciliation, criminal or administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is proceedings are taking place, pending or threatened; (I) Lender has made no representation to Guarantor as or, to the creditworthiness knowledge of Borrower; and (J) the Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. Guarantor agrees to keep adequately informed from such means of or any facts, events, or circumstances which might in any way affect Guarantor’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship officers, threatened against it or any of its subsidiaries or any of its or their property which, if adversely determined, could have either separately or in aggregate make it unable to perform the Obligations; (o) all information which it has given to the State in connection with Borrowerthis Deed: (i) was, when provided, true and accurate in all material respects and not misleading, whether by omission or otherwise; and (ii) to the extent it contained forecasts or opinions, such forecasts and opinions were made or formed after due and careful consideration on the part of the Guarantor's relevant officers based on the best information available to it and were fair and reasonable when made or formed.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender 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 Borrower’s request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. 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, absent a request for information, Xxxxxx Lxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR’S FINANCIAL STATEMENTS. Gxxxxxxxx agrees to furnish Lender with the following: Tax Returns. As soon as available, but in no event later than thirty (30) days after the applicable filing date for the tax reporting period ended, Guarantor’s Federal and other governmental tax returns, prepared by Guarantor. Additional Requirements. Annually, Guarantor to provide Personal Financial Statement to Lender as requested. All financial reports required to be provided under this Guaranty shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Guarantor as being true and correct.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender 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 Borrower’s request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding BorrowerBxxxxxxx’s financial condition. 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, absent a request for information, Xxxxxx Lxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. The Guarantor represents and warrants to the Lender that (Ai) no representations or agreements of any kind have been made the Guarantor is a corporation, duly organized and existing in good standing and has full power and authority to Guarantor which would limit or qualify in any way the terms of make and deliver this Guaranty; (Bii) the execution, delivery and performance of this Guaranty by the Guarantor have been duly authorized by all necessary action of its directors and stockholders and do not and will not violate the provisions of, or constitute a default under, any presently applicable law or its Constituent Documents or any agreement presently binding on it; (iii) this Guaranty is has been duly executed at Borrower’s request and not at delivered by the request authorized Officers of Lenderthe Guarantor and constitutes its lawful, binding and legally enforceable obligation; and (C) Guarantor has full power, right and authority to enter into this Guaranty; (Div) the provisions authorization, execution, delivery and performance of this Guaranty do not conflict with require notification to, registration with, or result in a default under consent or approval by, any agreement federal, state or other instrument binding upon local regulatory body or administrative agency. The Guarantor represents and do not result in a violation of any law, regulation, court decree or order applicable warrants to Guarantor; (E) the Lender that the Guarantor has not a direct and will notsubstantial economic interest in the Borrowers and expects to derive substantial benefits therefrom and from any loans, without credit transactions, financial accommodations, discounts, purchases of property and other transactions and events resulting in the prior written consent creation of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lenderthe Indebtedness guarantied hereby, and all such financial information which currently has beenthat this Guaranty is given for a business purpose. The Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as accordance with paragraph 4, if at any time, in the opinion of the dates directors or officers, the financial information is provided; (G) no material adverse change has occurred benefits then being received by the Guarantor in Guarantor’s financial condition since connection with this Guaranty are not sufficient to warrant the date continuance of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor this Guaranty as to the creditworthiness future Indebtedness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower the Borrowers. Accordingly, so long as this Guaranty is not revoked prospectively in accordance with paragraph 4, the Lender may rely conclusively on a continuing basis information regarding Borrower’s financial condition. warranty, hereby made, that the Guarantor agrees continues to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s risks under be benefited by this Guaranty, Guaranty and Guarantor further agrees that, absent a request for information, Xxxxxx the Lender shall have no obligation duty to disclose inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender without regard to Guarantor the receipt, nature or value of any information or documents acquired by Lender in the course of its relationship with Borrowersuch benefits.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender 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 Borrower’s 's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor Guarantor, and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets's asset, or any interest therein; (F) upon Lender’s 's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, been and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s 's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s 's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s 's financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s 's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, facts events, or circumstances which might in any way affect Guarantor’s 's risks under this Guaranty, and Guarantor further agrees that, absent a request a for information, Xxxxxx Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. To induce Lender to make the Loan, each Guarantor represents makes the following representations and warrants warranties: A. The financial information for each Guarantor furnished to Lender that (A) in connection with Borrower's application for the Loan is complete and accurate. There has been no representations or agreements material nor adverse change in the financial condition of any kind have been made to Guarantor which would limit or qualify in any way from that reflected on such financial information. B. The obtaining and performing of the terms of this Guaranty; (B) this Guaranty is executed at Borrower’s request Loan does not and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do will not result in a violation breach of, constitute a default under, require any consent under, or result in the creation of any lawlien, regulationcharge, court decree or order applicable encumbrance upon any property of any Guarantor pursuant to any instrument, order, or other agreement to which a Guarantor is a party or by which a Guarantor or any of its property is bound, other than those created by the Loan Documents. C. There are no judgments, liens, encumbrances, or other security interests outstanding against a Guarantor or any of its property other than those disclosed to Lender in connection with Borrower's request for the Loan, nor is there any pending or, to Guarantor; (E) 's knowledge, threatened litigation that could or will give rise to any such judgment, lien or encumbrance. D. No Guarantor has not and will notincurred any debts, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transferliabilities, or otherwise dispose of all obligations (whether direct or substantially all of Guarantor’s assetscontingent) and has not committed to incur any debts, liabilities, or any interest therein; (F) upon Lender’s request, Guarantor will provide obligations other than those disclosed to Lender in connection with Borrower's request for the Loan or shown on the financial and credit information in form acceptable statements submitted to Lender. E. No Guarantor has made any assignment for the benefit of his creditors, and all such financial information which currently has beenadmitted in writing its inability to pay its debts as they become due, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as filed a petition of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigationbankruptcy or been adjudicated bankrupt or insolvent, claimor filed a petition seeking any reorganization, investigationarrangement, administrative proceeding composition, readjustment, liquidation, dissolution, receivership or similar action (including those for unpaid taxes) relief under any statute, law or regulation. F. There are no actions, suits or proceedings pending or, to Guarantor's knowledge, threatened against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. Guarantor agrees to keep adequately informed from such means of affecting any factsGuarantor, eventsat law or in equity, or circumstances which might in before or by any way affect Guarantor’s risks under this Guarantygovernmental authorities, and Guarantor further agrees thatis not in default with respect to any order, absent writ, injunction, decree or demand of any court or any governmental authority. G. The obtaining of the Loan and the consummation of all other transactions contemplated by the Loan Documents, and performance under the Loan Documents, will not result in any breach of, or constitute a request for informationdefault under, Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.any

Guarantor’s Representations and Warranties. The Guarantor represents and warrants to the Lender that (Ai) no representations or agreements of any kind have been made the Guarantor is a corporation, duly organized and existing in good standing and has full power and authority to Guarantor which would limit or qualify in any way the terms of make and deliver this Guaranty; (Bii) the execution, delivery and performance of this Guaranty by the Guarantor have been duly authorized by all necessary action of its directors and shareholders and do not and will not violate the provisions of, or constitute a default under, any presently applicable law or its Constituent Documents or any agreement presently binding on it; (iii) this Guaranty is has been duly executed at Borrower’s request and not at delivered by an authorized Officer of the request of LenderGuarantor and constitutes its lawful, binding and legally enforceable obligation; and (C) Guarantor has full power, right and authority to enter into this Guaranty; (Div) the provisions authorization, execution, delivery and performance of this Guaranty do not conflict with require notification to, registration with, or result in a default under consent or approval by, any agreement federal, state or other instrument binding upon local regulatory body or administrative agency. The Guarantor represents and do not result in a violation of any law, regulation, court decree or order applicable warrants to Guarantor; (E) the Lender that the Guarantor has not a direct and will notsubstantial economic interest in the Borrower and expects to derive substantial benefits therefrom and from any loans, without credit transactions, financial accommodations, discounts, purchases of property and other transactions and events resulting in the prior written consent creation of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lenderthe Indebtedness guarantied hereby, and all such financial information which currently has beenthat this Guaranty is given for a corporate purpose. The Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as accordance with paragraph 4, if at any time, in the opinion of the dates directors or officers, the financial information is provided; (G) no material adverse change has occurred benefits then being received by the Guarantor in Guarantor’s financial condition since connection with this Guaranty are not sufficient to warrant the date continuance of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor this Guaranty as to the creditworthiness future Indebtedness of the Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower . Accordingly, so long as this Guaranty is not revoked prospectively in accordance with paragraph 4, the Lender may rely conclusively on a continuing basis information regarding Borrower’s financial condition. warranty, hereby made, that the Guarantor agrees continues to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s risks under be benefited by this Guaranty, Guaranty and Guarantor further agrees that, absent a request for information, Xxxxxx the Lender shall have no obligation duty to disclose inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender without regard to Guarantor the receipt, nature or value of any information or documents acquired by Lender in the course of its relationship with Borrowersuch benefits.

Guarantor’s Representations and Warranties. Guarantor hereby warrants and represents unto Lender as follows: (a) Guarantor is not now insolvent and warrants to Lender that (A) Guarantor’s obligations under this Guaranty or under any of the other Loan Documents do not render Guarantor insolvent; Guarantor is not contemplating either the filing of a petition by Guarantor under any state or federal bankruptcy or insolvency laws or the liquidating of all or a major portion of Guarantor’s property; and Guarantor has no representations or agreements knowledge of any kind have been person contemplating the filing of any such petition against Guarantor; (b) that this Guaranty constitutes the legal, valid and binding obligation of Guarantor and is fully enforceable against Guarantor in accordance with its terms; (c) that there are no legal proceedings or material claims or demands pending against or, to the best of Guarantor’s knowledge threatened against, Guarantor or any of its assets; (d) that neither the execution nor the delivery of this Guaranty nor the fulfillment and compliance with the provisions hereof will conflict with, result in a breach of, constitute a default under or result in the creation of any lien, charge, or encumbrance upon any property or assets of Guarantor under any agreement or instrument to which Guarantor is now a party or by which he may be bound; (e) that neither Lender nor anyone acting on behalf of Lender has made any representation, warranty or statement to Guarantor which would limit to induce Guarantor to execute and deliver this Guaranty; (f) that Guarantor is a principal of Borrower, is the owner of a direct and/or indirect interest in Borrower, and has received, or qualify in any way will receive, direct or indirect benefit from the terms making of this GuarantyGuaranty with respect to the obligations guaranteed hereby; and (Bg) this Guaranty that Guarantor is executed at familiar with, and has independently reviewed books and records regarding the financial condition of the Borrower’s request , and is familiar with the value of any and all collateral intended to be created as security for the payment of the Note and the other obligations guaranteed hereby; however, Guarantor is not at relying on such financial condition or the request of Lender; (C) Guarantor has full power, right and authority collateral as an inducement to enter into this Guaranty; . (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (Eh) Guarantor has not no Debt other than the Loan and will notthe unsecured Xxxx Note, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct subordinate in all material respects and fairly present Guarantor’s financial condition as of to the dates the financial information is provided; Obligations. (Gi) no material adverse change has occurred in Guarantor’s financial condition since Since the date of the most recent financial statements provided statement of Guarantor delivered to Lender and referred to Section 8 above there has been no event has occurred which may materially adversely affect material adverse change in the business, prospects, profits, property or condition (financial or otherwise) of Guarantor’s financial condition; . (Hj) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending not or threatened; (I) Lender has made no representation to Guarantor ever been, involved in bankruptcy or adjudicated as to bankrupt, and has not entered into an agreement or received the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. Guarantor agrees to keep adequately informed from such means benefit of any factssettlement or compromise of a debt, events, or circumstances which might in any way affect Guarantor’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borroweras debtor.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender 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 Borrower’s request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. 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, absent a request for information, Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR’S FINANCIAL STATEMENTS. Xxxxxxxxx agrees to furnish Lender with the following: Annual Statements. As soon as available, but in no event later than sixty (60) days after the end of each fiscal year, Guarantor’s balance sheet and income statement for the year ended, prepared by Guarantor.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender 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 Borrower’s request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. 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, absent a request for information, Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.. GUARANTOR’S FINANCIAL STATEMENTS. Xxxxxxxxx agrees to furnish Lender with the following:

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender 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 Borrower’s request and not at the request of LenderLenders; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecatehyphotecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. 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, absent a request for information, Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender 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 Borrower’s request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. 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, absent a request for information, Xxxxxx ‘Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. The Guarantor hereby acknowledges and agrees to be bound by the covenants applicable to the Guarantor as set forth in Sections 7 and 8 of the Credit Agreement. The Guarantor hereby further represents and warrants to Lender that that: (Aa) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way neither the terms of this Guaranty; (B) this Guaranty is executed at Borrower’s request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions execution nor performance of this Guaranty do not conflict with or result in a default under will violate any indenture, agreement or other instrument binding upon to which the Guarantor and do not is a party, or by which the Guarantor is bound, or be in conflict with, result in a violation breach of or constitute with due notice or lapse of time or both a default under, or except as may be provided by this Guaranty, result in the creation or imposition of any lawlien, regulationcharge or encumbrance of any nature whatsoever upon any of the property or assets of the Guarantor pursuant to any such indenture, court decree agreement or order applicable instrument; (b) there is no action suit or proceeding at law or in equity or by or before any governmental instrumentality or other agency now pending or, to the knowledge of the Guarantor, threatened or affecting the Guarantor which, if adversely determined, would have a material adverse effect on the business, operations, properties, assets or condition, financial or otherwise, of the Guarantor; (Ec) the Guarantor has is not and will notparty to any agreement or instrument or subject to any restriction adversely affecting the guarantor's business, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, properties or otherwise dispose of all or substantially all of Guarantor’s assets, operations or any interest thereinconditions, financial or otherwise; (Fd) upon Lender’s requestthe Guarantor is not in material default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument which the Guarantor will provide to Lender financial and credit information in form acceptable to Lenderis a party; (e) the Guarantor currently is, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct after the transaction contemplated herein, Solvent (as defined in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of BorrowerCredit Agreement); and (Jf) Guarantor has established adequate means if a corporate, partnership, limited liability company or trust Guarantor, it is duly organized, validly existing and in good standing under the laws of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. 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, absent a request for information, Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course state of its relationship with Borrowerformation and in every other jurisdiction, except where the failure to so qualify would not have a material adverse effect on the Guarantor, its property, its financial condition or otherwise.

Guarantor’s Representations and Warranties. The Guarantor represents and warrants to Lender the Bank that (Ai) no representations or agreements of any kind have been made the Guarantor is a corporation, duly organized and existing in good standing and has full power and authority to Guarantor which would limit or qualify in any way the terms of make and deliver this Amended Guaranty; (B) this Guaranty is executed at Borrower’s request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (Dii) the provisions execution, delivery and performance of this Amended Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon by the Guarantor have been duly authorized by all necessary action required by the constituent documents of the Guarantor and do not result in and will not violate the provisions of, or constitute a violation default under, any presently applicable law or its articles of incorporation or bylaws or any law, regulation, court decree or order applicable to Guarantoragreement presently binding on it; (Eiii) this Amended Guaranty has been duly executed and delivered by the authorized officers of the Guarantor has and constitutes its lawful, binding and legally enforceable obligation; and (iv) the authorization, execution, delivery and performance of this Amended Guaranty do not and will notrequire notification to, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transferregistration with, or otherwise dispose of all consent or substantially all of approval by, any federal, state or local regulatory body or administrative agency. The Guarantor represents and warrants to the Bank that the Borrower is a limited liability company, fifty percent (50%) thereof being owned by the Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such the Guarantor expects to derive substantial benefits therefrom and from any loans, credit transactions, financial information which currently has beenaccommodations, discounts, purchases of property and other transactions and events resulting in the creation of the Obligations guarantied hereby, and all that this Amended Guaranty is given for a corporate purpose. The Guarantor agrees to rely exclusively on the right to revoke this Amended Guaranty prospectively as to future financial information which will be provided to Lender is and will be true and correct transactions, in all material respects and fairly present Guarantor’s financial condition as accordance with paragraph 5, if at any time, in the opinion of the dates directors or officers, the financial information is provided; (G) no material adverse change has occurred benefits then being received by the Guarantor in Guarantor’s financial condition since connection with this Amended Guaranty are not sufficient to warrant the date continuance of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor this Amended Guaranty as to the creditworthiness future Obligations of the Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower . Accordingly, so long as this Amended Guaranty is not revoked prospectively in accordance with paragraph 5, the Bank may rely conclusively on a continuing basis information regarding Borrower’s financial condition. warranty, hereby made, that the Guarantor agrees continues to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s risks under be benefited by this Guaranty, Amended Guaranty and Guarantor further agrees that, absent a request for information, Xxxxxx the Bank shall have no obligation duty to disclose inquire into or confirm the receipt of any such benefits, and this Amended Guaranty shall be effective and enforceable by the Bank without regard to Guarantor the receipt, nature or value of any information or documents acquired by Lender in the course of its relationship with Borrowersuch benefits.

Guarantor’s Representations and Warranties. Guarantor represents and warrants that: (i) Guarantor (a) is a corporation duly organized, validly existing, and in good standing under the laws of the state of Nevada (it being understood that Guarantor is to Lender that (A) no representations or agreements of any kind have been made be renamed Caesars Entertainment, Inc. and converted to a Delaware corporation on the date hereof following the making by Guarantor which would limit or qualify in any way the terms of this Guaranty); (Bb) this Guaranty is executed at Borrowerduly qualified to do business and is in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification; and (c) is in compliance with all applicable Legal Requirements where the failure to comply Would reasonably be expected to have a materially adverse effect on Guarantor’s request and not at ability to pay or perform the request of Lender; Obligations in accordance with the terms hereof; (C) Guarantor has full power, right and authority to enter into this Guaranty; (Dii) the provisions execution, delivery, and performance of this Guaranty do (a) are within Guarantor’s corporate powers, (b) have been duly authorized by all necessary or proper corporate action, (c) are not in contravention of any provision of Guarantor’s articles or certificate of incorporation or by-laws, (d) will not violate any law or regulation, or any order or decree of any court or governmental instrumentality, (e) will not conflict with or result in the breach of, or constitute a default under under, any agreement indenture, mortgage, deed of trust, lease, agreement, or other instrument binding upon to which Guarantor and do is a party or by which Guarantor or any of its property is bound, (f) will not result in a violation the creation or imposition of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without lien upon any of the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all property of Guarantor’s assets, and (g) do not require the consent or approval of any governmental body, agency, authority, or any interest thereinother Person except those already obtained, except in the case of clauses (e) and (g), where such conflict, breach or failure to obtain a consent or approval, would not reasonably be expected to have a materially adverse effect on Guarantor’s ability to pay or perform the Obligations in accordance with the terms hereof; and (Fiii) upon Lender’s requestthis Guaranty is duly executed and delivered on behalf of Guarantor and constitutes a legal, Guarantor will provide to Lender financial and credit information in form acceptable to Lendervalid, and all such financial information which currently has beenbinding obligation of Guarantor, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) enforceable against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. 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, absent a request for information, Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of accordance with its relationship with Borrowerterms.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender 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 Borrower’s request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. 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, absent a request for information, Xxxxxx . Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender 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 the Guaranty; (B) this Guaranty is executed at Borrower’s request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial Financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. 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, absent a request for information, Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender 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 Borrower’s 's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to lo Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s 's assets, or any interest therein; (F) upon Lender’s 's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to lo Lender is and will be true and correct in all material respects and fairly present Guarantor’s 's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s 's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s 's financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s 's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s 's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Xxxxxx Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Each Guarantor represents represents, warrants and warrants covenants to and with Lender that (A) that, with respect to itself only,: 13.1 There is no representations action or agreements proceeding pending or, to the knowledge of Guarantor, threatened against Guarantor before any kind have been made court or administrative agency which could reasonably be expected to Guarantor which would limit or qualify result in any way material adverse change in the terms business or financial condition or operations of this Guaranty; Guarantor, Borrower, Master Tenant and/or the Property which could reasonably be expected, either individually or in the aggregate, to have a material adverse effect on Guarantor’s ability to perform its obligations hereunder or under the Environmental Indemnity Agreement executed by Guarantor for the benefit of Lender in connection with the Loan (B) this Guaranty is executed at Borrower’s request and not at the request of Lender; (C) “Environmental Indemnity Agreement”); 13.2 Guarantor has full powerfiled all Federal and state income tax returns which Guarantor has been required to file, right and authority has paid all taxes as shown on said returns and on all assessments received by Guarantor to enter into this Guaranty; (D) the provisions extent that such taxes have become due; 13.3 Neither the execution nor delivery of this Guaranty do not nor fulfillment of nor compliance with the terms and provisions hereof will conflict with with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of Guarantor under any agreement or other instrument to which Guarantor is now a party or by which Guarantor may be bound; 13.4 This Guaranty is a valid and legally binding upon agreement of Guarantor and do is enforceable against Guarantor in accordance with its terms; 13.5 Guarantor has either (i) examined the Loan Documents or (ii) has had an opportunity to examine the Loan Documents and has waived the right to examine them; 13.6 Guarantor has the full power, authority, and legal right to execute and deliver this Guaranty. If Guarantor is not result in a violation of any lawan individual, regulation, court decree or order applicable to Guarantor; (Ei) Guarantor is duly organized, validly existing and in good standing under the laws of the state of its formation, and (ii) the execution, delivery and performance of this Guaranty by Guarantor has not been duly and will not, without validly authorized and the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of person(s) signing this Guaranty on Guarantor’s assets, or behalf has been validly authorized and directed to sign this Guaranty; and 13.7 So long as the Loan and any interest therein; (F) upon Lender’s requestof the obligations set forth in the Loan Documents remain outstanding, Guarantor will provide to Lender financial collectively shall maintain (i) a minimum Net Worth of not less than $25,000,000.00 and credit information in form acceptable to Lender(ii) Liquidity of no less than $4,500,000.00. For the purposes hereof, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender Net Worth and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. 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, absent a request for information, Xxxxxx Liquidity shall have no obligation to disclose to Guarantor any information or documents acquired be determined by Lender in its reasonable discretion, at any time and from time to time, and Guarantor’s net worth shall exclude any equity attributable to the course of its relationship with Borrower.Property. As used herein:

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify qualify, in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrower’s request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. 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, absent a request for information, Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender 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 Borrower’s request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information Information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in In all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. Guarantor agrees to keep adequately informed 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, absent a request for informationInformation, Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender Xxxxxx in the course of its Its relationship with Borrower.

Guarantor’s Representations and Warranties. The Guarantor represents and warrants to the Lender that (Ai) no representations or agreements the Guarantor is a trust, duly organized and existing in good standing and has full power and authority to make and deliver this Guaranty; (ii) the execution, delivery and performance of any kind this Guaranty by the Guarantor have been made duly authorized by all necessary action of its trust and do not and will not violate the provisions of, or constitute a default under, any presently applicable law or its trust agreement or any agreement presently binding on it; (iii) this Guaranty has been duly executed and delivered by the trustee(s) of the Guarantor and constitutes its lawful, binding and legally enforceable obligation; and (iv) the authorization, execution, delivery and performance of this Guaranty do not require notification to, registration with, or consent or approval by, any federal, state or local regulatory body or administrative agency. The Guarantor represents and warrants to the Lender that the Guarantor which would limit or qualify has a direct and substantial economic interest in the Borrower and expects to derive substantial benefits therefrom and from any way loans, credit transactions, financial accommodations, discounts, purchases of property and other transactions and events resulting in the terms creation of the Indebtedness guarantied hereby, and that this Guaranty is given for a proper trust purpose. The Guarantor agrees (i) that the Guarantor will indirectly benefit by and from the making of the loans by the Lender to the Borrower evidenced by the Notes; (ii) the Guarantor has received legal and adequate consideration for the execution of this Guaranty and has executed and delivered this Guaranty to the Lender in good faith in exchange for reasonably equivalent value (including, without limitation, receiving warrants issued by the Borrower in consideration and exchange for the execution of this Guaranty); (iii) the Guarantor is not presently insolvent and will not be rendered insolvent by virtue of the execution and delivery of this Guaranty; (Biv) the Guarantor has not executed or delivered this Guaranty with actual intent to hinder, delay or defraud the Guarantor’s creditors; and (v) the Lender has agreed to make such loans in reliance upon this Guaranty. The Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions, in accordance with paragraph 4, if at any time, in the opinion of the trustee(s), the benefits then being received by the Guarantor in connection with this Guaranty are not sufficient to warrant the continuance of this Guaranty as to the future Indebtedness of the Borrower. Accordingly, so long as this Guaranty is executed at Borrower’s request and not at revoked prospectively in accordance with paragraph 4, the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower rely conclusively on a continuing basis information regarding Borrower’s financial condition. warranty, hereby made, that the Guarantor agrees continues to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s risks under be benefited by this Guaranty, Guaranty and Guarantor further agrees that, absent a request for information, Xxxxxx the Lender shall have no obligation duty to disclose inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender without regard to Guarantor the receipt, nature or value of any information or documents acquired by Lender in the course of its relationship with Borrowersuch benefits.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender 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 Borrower’s request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantorguarantor’s assets, or any interest therein; (F) upon Lender’s Lenders request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and Lenderand no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. 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, absent a request for information, Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. The Guarantor represents and warrants to the Lender that (Ai) no representations or agreements of any kind have been made the Guarantor is a corporation, duly organized and existing in good standing and has full power and authority to Guarantor which would limit or qualify in any way the terms of make and deliver this Guaranty; (Bii) the execution, delivery and performance of this Guaranty by the Guarantor have been duly authorized by all necessary action of its directors and stockholders and do not and will not violate the provisions of, or constitute a default under, any presently applicable law or its articles of incorporation or bylaws or any agreement presently binding on it; (iii) this Guaranty is has been duly executed at Borrower’s request and not at delivered by the request authorized officers of Lenderthe Guarantor and constitutes its lawful, binding and legally enforceable obligation; and (C) Guarantor has full power, right and authority to enter into this Guaranty; (Div) the provisions authorization, execution, delivery and performance of this Guaranty do not conflict with require notification to, registration with, or result in a default under consent or approval by, any agreement federal, state or other instrument binding upon local regulatory body or administrative agency. The Guarantor represents and do not result in a violation of any law, regulation, court decree or order applicable warrants to Guarantor; (E) the Lender that the Guarantor has not a direct and will notsubstantial economic interest in the Borrower and expects to derive substantial benefits therefrom and from any loans, without credit transactions, financial accommodations, discounts, purchases of property and other transactions and events resulting in the prior written consent creation of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lenderthe Indebtedness guarantied hereby, and all such financial information which currently has beenthat this Guaranty is given for a corporate purpose. The Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as accordance with paragraph 4, if at any time, in the opinion of the dates directors or officers, the financial information is provided; (G) no material adverse change has occurred benefits then being received by the Guarantor in Guarantor’s financial condition since connection with this Guaranty are not sufficient to warrant the date continuance of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor this Guaranty as to the creditworthiness future Indebtedness of the Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower . Accordingly, so long as this Guaranty is not revoked prospectively in accordance with paragraph 4, the Lender may rely conclusively on a continuing basis information regarding Borrower’s financial condition. warranty, hereby made, that the Guarantor agrees continues to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s risks under be benefited by this Guaranty, Guaranty and Guarantor further agrees that, absent a request for information, Xxxxxx the Lender shall have no obligation duty to disclose inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender without regard to Guarantor the receipt, nature or value of any information or documents acquired by Lender in the course of its relationship with Borrowersuch benefits.

Guarantor’s Representations and Warranties. The Guarantor represents and warrants to Lender that the Creditor as follows: (A1) no representations or agreements The Guarantor is a duly organized corporation (Chusik Hoesa), existing under the laws of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; Korea. (B2) this Guaranty is executed at Borrower’s request and not at the request of Lender; (C) The Guarantor has full power, right all necessary powers and authority to enter into issue this Guaranty; Guarantee and to perform and observe the obligations contained herein and this Guarantee has been validly authorized by its Board of Directors and this Guarantee constitutes its legal, valid and binding obligations enforceable in accordance with its terms. (D3) Neither the provisions giving of this Guaranty do not conflict with or result Guarantee nor the observance of its terms, including without limitation the making of payment hereunder in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of United States Dollars, contravene any law, regulationdecree, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transferordinance, or otherwise dispose similar enactment binding on the Guarantor, nor does the giving of this Guarantee and the observance of its terms contravene any existing mortgage, contract or agreement binding on the Guarantor. (4) All approvals, consents, licenses and other authorizations from any legislative or executive body of government, ministry, agency, exchange, central authority or other authority required by the Constitution or the laws of Korea in order for the Guarantor to incur the obligations contained in this Guarantee, to execute and deliver this Guarantee and to perform and observe the terms and provisions hereof and to make all payments hereunder in Dollars, have been duly obtained and are in full force and shall remain in full force and effect without amendment or substantially all restriction during the term hereof, unless such amendment or restriction is beyond the control of the Guarantor’s assets. (5) There are no proceedings pending before any court or to the Guarantor's knowledge threatened against or affecting the Guarantor, the Debtor or any interest therein; (F) upon Lender’s requestof the Guarantor's subsidiaries and there are no proceedings pending before any governmental agency or administrative body or to the Guarantor's knowledge threatened against Guarantor, Guarantor will provide the Debtor or any of the Guarantor's subsidiaries, which if adversely determined would materially and adversely affect the Guarantor's financial condition or the Guarantor's ability to Lender financial pay under the terms and credit information in form acceptable to Lenderconditions of this Guarantee, and the Guarantor's obligations hereunder rank and shall rank throughout the life hereof at least pari passu with all such financial information the Guarantor's other unsecured indebtedness. (6) The Guarantor's balance sheets as at December 31, 199__ and the related statements of income and retained earnings for the fiscal year then ended, copies of which currently has been, and all future financial information which will be have been provided to Lender is and will be true and correct in all material respects and the Creditor, fairly present the Guarantor’s 's financial condition as at the date of such balance sheet and the results of the Guarantor's operations for the period ended on such date all in accordance with generally accepted accounting principles of Korea consistently applied and since the dates the financial information is provided; (G) of each such balance sheet there has been no material adverse change has occurred in the Guarantor’s 's financial condition since or operations. (7) The Guarantor has filed all income tax returns and all other material tax returns which are required to be filed by the date Guarantor and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Guarantor. The charges, accruals and reserves on the books of the most recent financial statements provided to Lender Guarantor in respect of taxes and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigationother governmental charges are, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. 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, absent a request for information, Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course opinion of its relationship with Borrowerthe Guarantor, adequate.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender 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 Borrower’s request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of of, Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. 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, absent a request for information, Xxxxxx Lxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender 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 Borrower’s request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes-taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. 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, absent a request for information, Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. 6.1 The Guarantor represents and warrants to Lender that the Creditor that: (A1) no representations the Guarantor is established and duly existing in accordance with the PRC laws, and has an independent capacity for civil conduct, and sufficient power, authorization and rights to assume civil liabilities with all its assets and to engage in business activities. (2) the Guarantor has completed all the necessary internal authorization procedures to execute this Agreement and perform the obligations under this Agreement; the signatory of this Agreement is the duly authorized representative of the Guarantor; the Guarantor has properly obtained and completed all the necessary approvals, licenses, consents, notarizations, registrations and filings in a complete, legitimate and valid manner from the government authorities and any other parties for the Guarantor to execute this Agreement and effect the guarantee under this Agreement. The Guarantor’s execution and performance of this Agreement does not violate the organizational documents / approval documents (if any) of the Guarantor or any other contracts or agreements to which the Guarantor is a party, nor does it violate any laws and regulations that apply to the Guarantor. (3) all the documents, information, statements and certificates that the Guarantor provides to the Creditor are correct, true, complete and valid, and all photocopies of such documents are consistent with the original. (4) there are no pending or potential lawsuits, arbitration or administrative proceedings against the Guarantor or its assets that may have material adverse effect on its operation, business, assets or its ability to perform any kind have been made to Guarantor which would limit or qualify in any way the terms of its obligations under this Guaranty; Agreement. (B) this Guaranty is executed at Borrower’s request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D5) the provisions of this Guaranty do Guarantor is not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any lawlaws, regulationregulations, court decree verdicts, rulings, authorizations, agreements or order applicable obligations that apply to the Guarantor or its assets and may have material adverse effect on its operational or financial position or its ability to perform any of its obligations under this Agreement. (6) there is no liquidation or bankruptcy proceedings that are voluntarily filed by the Guarantor or by a third party against the Guarantor; . (E7) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; latest audited financial statements (Fincluding the audited profit and loss account and balance sheet) upon Lender’s request, Guarantor will provide to Lender financial are prepared in accordance with the PRC laws and credit information in form acceptable to Lenderregulations and the normally applied accounting principles and standards, and all such financial information which currently has been, have truthfully and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present properly reflected the Guarantor’s financial condition position and operational status within the financial period specified in such statements or upon the expiration of such period. Upon the expiration of such period, the Guarantor does not have any material liabilities (contingent or non-contingent) or any unrealized or expected losses that have not been disclosed or not recorded in the relevant financial statements, and the Guarantor’s operational or financial position has not incur any material adverse changes as of the dates the date of such financial information is provided; (G) no material adverse change has occurred in statements. 6.2 The Guarantor’s financial condition since representations and warranties set out above shall remain accurate and correct within the date term of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. 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 GuarantyAgreement, and the Guarantor further agrees that, absent a request for information, Xxxxxx shall have no obligation to disclose to Guarantor provide additional documents as requested by the Creditor at any information or documents acquired by Lender in the course of its relationship with Borrowertime.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in In any way the terms of this Guaranty; (B) this Guaranty is executed at Borrower’s request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will wil not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s 's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s 's financial condition. 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, absent a request for information, Xxxxxx shall Lexxxx xhall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. Guarantor represents and warrants WatTants to Lender Bank 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 Borrower’s 's request and not at the request of LenderBank; (C) Guarantor has full power, right 1ight and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of LenderBank, sell, lease, assign, encumber, hypothecate, transfer, or otherwise othe1wise dispose of all or substantially of all of Guarantor’s Guarantor•s assets, or any interest therein, otherwise than in the ordinary course of business or on terms materially less favorable than would be obtained in an arms-length transaction; (F) upon Lender’s Bank's request, Guarantor will provide to Lender Bank financial and credit information in form fonn acceptable to LenderBank, and all such financial information infmmation which currently cmTently has been, and all future financial information which will be provided to Lender Bank is and will be true and correct in all material respects and fairly present Guarantor’s 's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s 's financial condition since the date of the most recent financial statements provided to Lender Bank and no event has occurred which may materially adversely affect Guarantor’s 's financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or or, to Guarantor's knowledge, threatened; (I) Lender Bank has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information infonnation regarding such Borrower’s 's financial condition. Guarantor agrees to keep Borrower adequately informed from infonned of such means of any facts, events, or circumstances which might in any way affect Guarantor’s 's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Xxxxxx Bank shall have no obligation to disclose to Guarantor any information or documents acquired by Lender Bank in the course of its relationship with Borrower.

Guarantor’s Representations and Warranties. The Guarantor represents and warrants to the Lender that (Ai) no representations or agreements of any kind have been made the Guarantor is a corporation, duly organized and existing in good standing and has full power and authority to Guarantor which would limit or qualify in any way the terms of make and deliver this Guaranty; (Bii) the execution, delivery and performance of this Guaranty by the Guarantor have been duly authorized by all necessary action of its directors and stockholders and do not and will not violate the provisions of, or constitute a default under, any presently applicable law or its articles of incorporation or bylaws or any agreement presently binding on it; (iii) this Guaranty is has been duly executed at Borrower’s request and not at delivered by the request authorized officers of Lenderthe Guarantor and constitutes its lawful, binding and legally enforceable obligation; and (C) Guarantor has full power, right and authority to enter into this Guaranty; (Div) the provisions authorization, execution, delivery and performance of this Guaranty do not conflict with require notification to, registration with, or result in a default under consent or approval by, any agreement federal, state or other instrument binding upon local regulatory body or administrative agency. The Guarantor represents and do not result in a violation of any law, regulation, court decree or order applicable warrants to Guarantor; (E) the Lender that the Guarantor has not a direct and will notsubstantial economic interest in the Borrower and expects to derive substantial benefits therefrom and from any loans, without credit transactions, financial accommodations, hedging arrangements, discounts, purchases of property and other transactions and events resulting in the prior written consent creation of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lenderthe Indebtedness guaranteed hereby, and all such financial information which currently has beenthat this Guaranty is given for a corporate purpose. The Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions in accordance with Paragraph 4, and all future financial information which will be provided to Lender is and will be true and correct if at any time, in all material respects and fairly present Guarantor’s financial condition as the opinion of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date directors or officers of the most recent financial statements provided Guarantor, the benefits then being received by the Guarantor in connection with this Guaranty are not sufficient to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor warrant the continuance of this Guaranty as to the creditworthiness future Indebtedness of the Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower . Accordingly, so long as this Guaranty is not revoked prospectively in accordance with Paragraph 4, the Lender may rely conclusively on a continuing basis information regarding Borrower’s financial condition. warranty, hereby made, that the Guarantor agrees continues to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s risks under be benefited by this Guaranty, Guaranty and Guarantor further agrees that, absent a request for information, Xxxxxx the Lender shall have no obligation duty to disclose inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender without regard to Guarantor the receipt, nature or value of any information or documents acquired by Lender in the course of its relationship with Borrowersuch benefits.