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

Guarantor’s Representations and Warranties. Guarantor represents and warrants to the Lender Parties that (a) Guarantor is an entity of the type described in the preamble to this Guaranty, duly organized and existing in good standing and has full power and authority to make and deliver this Guaranty; (b) 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 has been duly executed and delivered by the authorized officers of Guarantor and constitutes its lawful, binding and legally enforceable obligation; and (d) 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. 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’s Representations and Warranties. The Guarantor represents and warrants to the Lender Parties that Bank that: (ai) Guarantor is an entity This Guaranty Agreement has been duly and validly executed and delivered by the Guarantor. (ii) This Guaranty Agreement constitutes the legal, valid and binding obligation of the type described Guarantor, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws affecting the preamble to this Guarantyenforcement of creditors' rights generally. (iii) To the best of the Guarantor's knowledge, duly organized and existing in good standing and has full power and authority to make and deliver this Guaranty; (b) the Guarantor's execution, delivery delivery, observance and performance of this Guaranty by Guarantor have been duly authorized by all necessary action and Agreement does not and will not violate conflict with or result in a breach of the terms or provisions ofof any existing Governmental Rule or of any material indenture, agreement or instrument to which the Guarantor is a party, or by which the Guarantor is bound, or to which the Guarantor is subject, and do not and will not constitute a default under, any presently applicable law or thereunder. (iv) The Guarantor is solvent and is able to pay its constituent documents or any agreement presently binding on Guarantor; (c) this Guaranty has been duly executed and delivered debts as they become due. The Guarantor will not be rendered insolvent by the authorized officers of Guarantor execution and constitutes its lawful, binding and legally enforceable obligation; and (d) the authorization, execution, delivery and performance of this Guaranty do not require notification toAgreement or by the transactions contemplated hereunder. No petition by or against either Guarantor has at any time been filed under the United States Bankruptcy Code or any similar act. (v) The Guarantor, registration withwith the assistance of counsel of the Guarantor's choice, or consent or approval by, any federal, state or local regulatory body or administrative agency. Guarantor represents have read and warrants reviewed such of the documents relating to the Lender Parties that Obligations as the Guarantor has a direct or the Guarantor's counsel deem necessary or desirable to read 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 benefitsreview.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to the Lender Parties that Agent and Lenders as follows: (a) Guarantor’s execution and performance of this Guaranty will not (i) violate or result in a default or breach (immediately or with the passage of time) under any material contract, agreement or instrument to which Guarantor is an entity of the type described a party, or by which Guarantor is bound, (ii) violate or result in a default or breach under any order, decree, award, injunction, judgment, law, regulation or rule by which Guarantor is bound, or (iii) cause or result in the preamble imposition or creation of any lien upon any property of Guarantor other than pursuant to this Guaranty, duly organized Sections 7 and existing in good standing and has full power and authority to make and deliver this Guaranty; 8 hereof; (b) the The execution, delivery and performance of this Guaranty by Guarantor have is within its corporate or company power and authority, has been duly authorized by all necessary action and does corporate or company action, is not and will not violate in contravention of law or the provisions terms of its formation or other applicable documents relating to Guarantor’s formation or to its business or conduct; (c) No consent, license or approval of, or constitute a default underfiling or registration with, any presently governmental authority is necessary for the execution and performance hereof by Guarantor; (d) This Guaranty constitutes Guarantor’s valid and binding obligation enforceable in accordance with its terms except as the enforceability thereof may be limited by applicable law bankruptcy, insolvency, moratorium or its constituent documents or other similar laws affecting the enforcement of creditors rights generally and subject to any agreement presently binding on Guarantor; equitable principles limiting the right to obtain specific performance of any such obligation; (ce) this This Guaranty has been duly executed promotes and delivered by furthers the authorized officers business and financial interests of Guarantor and constitutes its lawful, binding and legally enforceable obligation; and (d) 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. 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 herebyhereunder will result in direct financial benefit to Guarantor; (f) Guarantor has executed this Guaranty after conducting its own independent review and analysis of the financial condition and operations of Borrower, and that Guarantor has not relied upon any representation, statement or information of or from Agent and/or Lenders; (g) Guarantor was not induced to give this Guaranty is given for a corporate purpose. The Lender Parties by the fact that there are or may rely conclusively on a continuing warranty, hereby made, that be other obligors; and (h) All representations and warranties made by Guarantor continues to be benefited by this Guaranty in the Loan Agreement and the Lender Parties shall have no duty to inquire into or confirm the receipt of any such benefits, other Loan Documents are true and this Guaranty shall be effective and enforceable by the Lender Parties without regard to the receipt, nature or value of any such benefitscorrect.

Guarantor’s Representations and Warranties. Each Guarantor represents and warrants to the Lender Parties that that: (a) the representations and warranties of such Guarantor contained in the Guaranty and the representations and warranties contained in the other Credit Documents to which such Guarantor is an entity a party are true and correct in all material respects on and as of the type described Effective Date as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in the preamble which case they shall be true and correct as of such earlier date; provided that any representation or warranty qualified by “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to this Guaranty, duly organized and existing any qualification therein) in good standing and has full power and authority to make and deliver this Guarantyall respects; (b) no Default has occurred which is continuing; (c) the execution, delivery and performance of this Guaranty by Agreement are within the corporate or other organizational power and authority of such Guarantor and have been duly authorized by all necessary appropriate action and does not proceedings; (d) this Agreement constitutes the legal, valid, and will not violate the provisions ofbinding obligation of such Guarantor enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or constitute a default undersimilar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, any presently applicable law licenses and approvals required to be obtained by such Guarantor in connection with the execution, delivery or its constituent documents performance of this Agreement by such Guarantor or any agreement presently binding on the validity and enforceability of this Agreement against such Guarantor; (cf) this to its knowledge, it has no defenses to the enforcement of the Guaranty has been duly executed and delivered by (other than the authorized officers indefeasible payment in full of Guarantor and constitutes its lawful, binding and legally enforceable obligationthe Obligations); and (dg) the authorization, execution, delivery Liens under the Security Documents to which such Guarantor is a party are valid 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. Guarantor represents subsisting and warrants to secure such Guarantor’s obligations under 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 benefitsCredit Documents.

Guarantor’s Representations and Warranties. Guarantor represents Section 3.1 The Guarantor's long-term senior unsecured debt is rated at least "BBB" by S&P and warrants to the Lender Parties that (a) "Baa2" by Xxxxx'x. Section 3.2 The Guarantor is an entity of the type described in the preamble to this Guarantyduly organized, duly organized validly existing and existing in good standing under the laws of the state of its organization and has full power power, authority and authority legal right to make execute, deliver and deliver perform this Guaranty; (b) . Section 3.3 The execution, delivery and performance by the Guarantor of this Guaranty has been duly authorized by all necessary corporate action. This Guaranty constitutes a legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, except as such enforcement may be affected by applicable bankruptcy, insolvency, moratorium and other similar laws affecting creditors' rights generally. Section 3.4 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 contravene any provision of law, rule or regulation to which the Guarantor is subject or any judgment, decree or order applicable to the Guarantor nor conflict or be inconsistent with or result in any breach of any terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any presently applicable law Lien or other encumbrance upon any of the property or assets of the Guarantor pursuant to the terms of any agreement or other instrument to which the Guarantor is a party or by which it or its constituent property is bound or to which it or its property may be subject, the violation of which could have a material adverse effect on the financial condition of the Guarantor, nor violate any provision of the constitutive documents of the Guarantor. Section 3.5 No pending or, to the knowledge of the Guarantor, threatened action, suit, investigation or proceeding against the Guarantor before any agreement presently binding on Governmental Authority exists which, if determined adversely to the Guarantor; (c) , would materially adversely affect the Guarantor's ability to perform its obligations under this Guaranty has been duly executed and delivered by Guaranty. Section 3.6 No consent from any Person is required for the authorized officers of Guarantor and constitutes its lawful, binding and legally enforceable obligation; and (d) the authorization, execution, delivery and performance by the Guarantor 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. Guarantor represents and warrants to the Lender Parties except that Guarantor which 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 benefitsbeen obtained.

Guarantor’s Representations and Warranties. Guarantor hereby represents and warrants to the Lender Parties that Lenders and Agent as follows: (a) Guarantor is an entity of the type described in the preamble to this Guarantya corporation duly incorporated, duly organized validly existing and existing in good standing and under the laws of the state of Delaware. Guarantor has full power corporate power, authority and authority legal right to make carry on its business as presently conducted, to own and operate its properties and assets, and to execute, deliver and perform this Guaranty; . (b) the The execution, delivery and performance by Guarantor of this Guaranty by Guarantor have been duly authorized by all necessary corporate action of Guarantor, have received all necessary governmental approvals and does do not and will not violate the provisions of, or constitute a default undercontravene any law, any presently applicable law provision of the Certificate of Incorporation or its constituent documents Bylaws of Guarantor or any agreement presently contractual restrictions binding on Guarantor; . (c) This Guaranty constitutes the legal, valid and binding obligation of Guarantor enforceable in accordance with its terms. (d) There are no actions, proceedings, investigations, or claims against or affecting Guarantor now pending before any court, arbitrator or Governmental Authority (nor to the knowledge of Guarantor has any thereof been threatened nor to the knowledge of Guarantor does any basis exist therefor) which if determined adversely to Guarantor would be likely to have a material adverse effect on the consolidated financial condition of Guarantor, Borrower and the Subsidiaries or on the ability of Guarantor to perform its obligations under this Guaranty has been duly executed and delivered by the authorized officers Guaranty. (e) Borrower is a wholly-owned subsidiary of Guarantor and constitutes its lawful, binding and legally enforceable obligation; and (d) 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. Guarantor represents and warrants to the Lender Parties that Guarantor has a no other 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 or indirect wholly-owned subsidiaries other transactions and events resulting than entities that are also Wholly-owned Subsidiaries as defined 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 benefitsLoan Agreement.

Guarantor’s Representations and Warranties. The Guarantor represents ------------------------------------------ and warrants to the Lender Parties that that: (a) The Guarantor has received reasonably equivalent value in exchange for its execution of this Guaranty. The Guarantor represents that there have been no material adverse changes in the value of the assets of Guarantor or its net worth since the most recent financial statements delivered by Guarantor to Lender. The Guarantor anticipates that it will have sufficient cash or cash equivalent to pay all of its liabilities and obligations as they become due after the execution of this Guaranty. The Guarantor represents that it does not have unreasonably small capital as a result of the incurrence of the obligations under this Guaranty. (b) The Guarantor is an entity of the type described a corporation duly licensed and in good standing in the preamble State of Delaware and State of Connecticut, and has the power to enter into this Guaranty. (c) The execution and delivery of this Guaranty, duly organized the consummation of the transactions contemplated hereby, and existing in good standing the fulfillment of or compliance with the terms and has full power and authority to make and deliver conditions of this Guaranty; (b) the execution, delivery and performance of this Guaranty by Guarantor have been duly authorized by all necessary action and is not prevented or limited by, does not and will not violate the provisions conflict with or result in a breach of, the terms, conditions or provisions of any contractual or other restriction on the Guarantor, or agreement or instrument of any nature to which the Guarantor is now a party or by which the Guarantor or its property is bound, and it does not constitute a default under, under any presently applicable law or its constituent documents or any agreement presently binding on Guarantor; (c) this Guaranty has been duly executed and delivered by of the authorized officers of Guarantor and constitutes its lawful, binding and legally enforceable obligation; and foregoing. (d) The assumption by the authorizationGuarantor of the obligations hereunder will result in a direct material financial benefit to the Guarantor as the managing member of Borrower, executionand Guarantor will receive direct financial benefit by reason of the Loan extended to the Borrower as evidenced by the Note. (e) This Guaranty constitutes the valid and legally binding obligation of the Guarantor, enforceable in accordance with its terms, except as the enforcement may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditor's rights generally. (f) There is no action or proceeding pending, or to the best of its knowledge, threatened against, or materially affecting the Guarantor, or its assets before any court or administrative agency that, if adversely determined, would affect the ability of the Guarantor to perform its obligations under this Guaranty. (g) All authorizations, consents and approvals of governmental bodies or agencies required in connection with the execution and delivery and of this Guaranty, or in connection with the performance of this Guaranty do not require notification tothe Guarantor's obligations hereunder, registration withif any, have been obtained as required hereunder 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 benefitslaw.

Guarantor’s Representations and Warranties. The Guarantor represents and warrants to the Lender Parties GCA that (ai) the Guarantor is an entity of the type described in the preamble to this Guarantya limited liability company, duly organized and existing in good standing under the laws of the state in which it was organized and has full power and authority to 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 does stockholders and do not and will not violate the provisions of, or constitute a default under, any presently applicable law or its constituent documents articles or certificate of incorporation or bylaws or any agreement presently binding on Guarantorit; (ciii) this Guaranty has been duly executed and delivered by the authorized officers of the Guarantor and constitutes its lawful, lawful and binding and legally enforceable obligation; and (div) the authorization, executionexecution and delivery by the Guarantor of, delivery and the performance of the Obligations under, 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 GCA that the Lender Parties that Guarantor has a direct and substantial economic interest in Borrower Infonox and expects to derive substantial benefits therefrom and from any loans, credit transactions, financial accommodations, discounts, purchases of property the Infonox Agreements and such other transactions and events resulting in the creation of the Obligations guarantied hereby, and that this Guaranty is given for a corporate purpose. 4. Dissolution or Insolvency of Guarantor. The Lender Parties may rely conclusively on a continuing warrantydissolution or adjudication of bankruptcy of the Guarantor shall not revoke this Guaranty, 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 except upon actual receipt of any such benefitswritten notice thereof by GCA and only prospectively, and this Guaranty shall be effective and enforceable by the Lender Parties without regard as to the receiptfuture transactions, nature or value of any such benefitsas herein set forth.

Guarantor’s Representations and Warranties. Guarantor hereby warrants and represents and warrants to the unto Lender Parties that as follows: (a) that this Guaranty constitutes the legal, valid and binding obligation of Guarantor and is an entity of the type described fully enforceable against Guarantor in the preamble to this Guaranty, duly organized and existing in good standing and has full power and authority to make and deliver this Guaranty; accordance with its terms; (b) Guarantor is solvent and the execution, delivery and performance execution of this Guaranty Agreement 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; (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 the execution and delivery of this Guaranty and the assumption of liability hereunder have been in all respects authorized and approved by Guarantor have been duly authorized by all necessary action and does not its shareholders; Guarantor has full authority and will not violate power to execute this Guaranty and to perform its obligations hereunder; and (e) 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, or constitute a default under, any presently applicable law under or its constituent documents or any agreement presently binding on Guarantor; (c) this Guaranty has been duly executed and delivered by the authorized officers of Guarantor and constitutes its lawful, binding and legally enforceable obligation; and (d) 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. 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 result in the creation of the Obligations guarantied herebyany lien, and that this Guaranty charge, or encumbrance upon any property or assets of Guarantor under any agreement or instrument to which Guarantor is given for now a corporate purpose. The Lender Parties party or by which it 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 benefitsbound.

Guarantor’s Representations and Warranties. Guarantor hereby warrants and represents and warrants to the unto Lender Parties that as follows: (a) that this Guaranty constitutes the legal, valid and binding obligation of Guarantor and is an entity of the type described fully enforceable against Guarantor in the preamble to this Guaranty, duly organized and existing in good standing and has full power and authority to make and deliver this Guaranty; accordance with its terms; (b) Guarantor is solvent and the execution, delivery and performance execution of this Guaranty Agreement 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. (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 the execution and delivery of this Guaranty and the assumption of liability hereunder have been in all respects authorized and approved by Guarantor have been duly authorized by all necessary action and does not its members; Guarantor has full authority and will not violate power to execute this Guaranty and to perform its obligations hereunder; and (e) 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, or constitute a default under, any presently applicable law under or its constituent documents or any agreement presently binding on Guarantor; (c) this Guaranty has been duly executed and delivered by the authorized officers of Guarantor and constitutes its lawful, binding and legally enforceable obligation; and (d) 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. 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 result in the creation of the Obligations guarantied herebyany lien, and that this Guaranty charge, or encumbrance upon any property or assets of Guarantor under any agreement or instrument to which Guarantor is given for now a corporate purpose. The Lender Parties party or by which it 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 benefitsbound.

Guarantor’s Representations and Warranties. Guarantor represents represents, warrants and warrants covenants to and with Lender that: a. There is no action or proceeding pending or, to the Lender Parties knowledge of Guarantor, threatened against Guarantor before any court or administrative agency which might result in any material adverse change in the business or financial condition of Guarantor or in the property of Guarantor; b. Guarantor has filed all federal and provincial income tax returns which Guarantor has been required to file (or valid extensions of the same), and has paid all taxes as shown on said returns and on all assessments received by Guarantor to the extent that (a) such taxes have become due; c. Neither the execution nor delivery of this Guaranty nor fulfillment of nor compliance with the terms and provisions hereof will conflict 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 instrument to which Guarantor is an entity now a party or by which Guarantor may be bound; d. This Guaranty is a valid and legally binding agreement of Guarantor and is enforceable against Guarantor in accordance with its terms; e. Guarantor has examined the type described in Loan Documents; and f. Guarantor has the preamble full power, authority, and legal right to this Guaranty, duly organized and existing in good standing and has full power and authority to make execute and deliver this Guaranty; (b) . Guarantor is duly organized, validly existing and in good standing under the laws of the province of its formation, and 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 has been duly executed and delivered by validly authorized and the authorized officers of Guarantor and constitutes its lawful, binding and legally enforceable obligation; and (dperson(s) the authorization, execution, delivery and performance of signing this Guaranty do not require notification to, registration with, or consent or approval by, any federal, state or local regulatory body or administrative agency. Guarantor represents on Guarantor's behalf has been validly authorized and warrants directed 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 sign 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 benefitsGuaranty.

Guarantor’s Representations and Warranties. Guarantor represents and warrants to the Lender Parties that (a) The Guarantor is an entity a [type of the type described in the preamble to this Guaranty, duly organized entity] validly existing and existing in good standing under the laws of the State of [State], duly qualified and in good standing under the laws of the State of Georgia. (b) The Guarantor has full all requisite power and authority to make carry on its business as now conducted and to execute, deliver and perform under this Guaranty; . (bc) This Guaranty is the valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, subject to applicable provisions of Insolvency Law, general equitable principles and the discretion of courts in granting equitable remedies. (d) This Guaranty does not and will not contravene any provision of the Guarantor’s [certificate of formation and operating agreement][articles of incorporation and bylaws] in effect on the date hereof. (e) The execution, delivery and performance by the Guarantor of this Guaranty by Guarantor have been duly authorized by all necessary action and does not and or will not violate (as the case may be), with the passing of time or the giving of notice or both, conflict with or result in a breach of any of the provisions of, or constitute a default under, any presently applicable law bond, note or other evidence of indebtedness, indenture, mortgage, deed of trust, loan agreement or similar instrument, any lease or any other material agreement or contract by which the Guarantor, its activities or its constituent documents property is bound or any agreement presently binding on Applicable Law, including without limitation any order, judgment or decree of any court or other governmental authority having jurisdiction over the Guarantor; , its activities or its property. (cf) The individual executing and delivering this Guaranty on behalf of the Guarantor has been duly executed all requisite power and delivered by authority to execute and deliver this Guaranty and to bind the authorized officers Guarantor hereunder. (g) As of the execution of this Guaranty, the Guarantor does not have any current plans, and constitutes its lawfulis not party to any discussions, binding and legally enforceable obligationthat relate to or would result in (i) a change of Control of the Guarantor or the Concessionaire or (ii) a sale or transfer of all or substantially all of the assets of the Guarantor or the Concessionaire. (h) There are no lawsuits, claims, suits, or legal, administrative or other proceedings or investigations, civil or criminal, pending or threatened against or affecting the Guarantor, nor is there any basis for any of the same; and there is no action, suit or legal, administrative or other proceeding pending or threatened which questions the legality or propriety of the transactions contemplated by this Guaranty. (di) the No order, permission, consent, approval, license, authorization, registration or filing of, by or with any partner, board of directors, shareholder, creditor, investor, manager, governmental authority or other Person is required for the execution, delivery and or performance by the Guarantor of this Guaranty do not require notification toGuaranty, other than any such order, permission, consent, approval, license, authorization, registration withor filing which has already been given, obtained or consent made. (j) No financial statements or approval byany other document, any federal, state certificate or local regulatory body or administrative agency. Guarantor represents and warrants written statement furnished to the Lender Parties that BOR by the Guarantor has a direct and substantial economic interest in Borrower and expects to derive substantial benefits therefrom and from no document or statement furnished by any loans, credit transactions, financial accommodations, discounts, purchases of property and other transactions and events resulting in the creation third party on behalf of the Obligations guarantied Guarantor for use in connection with this Guaranty or the transactions contemplated hereby, when taken as a whole, contains any untrue representation, warranty or statement of a material fact, and none omits or will omit to state a material fact necessary in order to make the statements contained herein or therein not misleading. There is no material fact known to the Guarantor that has had or will have a Material Adverse Effect (as defined below) 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 has not been disclosed in writing 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 BOR by the Lender Parties without regard to Guarantor or by any third party on behalf of the receiptGuarantor. As used herein, nature or value of any such benefits.“Material Adverse Effect” means

Guarantor’s Representations and Warranties. As an inducement to Lender to make the Loan and disburse the proceeds of the Loan to Borrower, Guarantor represents and warrants to Lender that the Lender Parties following statements are true, correct and complete as of the date hereof and will be true, correct and complete as of the closing date of the Loan and as of the date that each advance of Loan proceeds is made under the Loan. (a) Each Guarantor that is not an entity of the type described in the preamble to this Guarantyindividual is duly organized, duly organized validly existing and existing in good standing under the laws of the state of its organization. Guarantor’s correct legal name is set forth above. Guarantor has all requisite power, authority, rights and has full power franchises to own and authority operate its properties, to make carry on its business as now conducted and deliver as proposed to be conducted, and to enter into and perform this Guaranty; Guaranty and the other Loan Documents to which it is a party or signatory. (b) Each Guarantor that is not an individual has made all filings in the state of its organization and has made all filings as a foreign organization and is in good standing in each other jurisdiction in which the character of the property it owns or the nature of the business it transacts makes such filings necessary or where the failure to make such filings could have a materially adverse effect on the business, operations, assets or condition (financial or otherwise) of such Guarantor. (c) Guarantor’s execution, delivery and performance of this Guaranty by and any of the other Loan Documents to which Guarantor is a party or signatory 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 by Guarantor; (c) this Guaranty has been duly executed and delivered by the authorized officers of Guarantor and constitutes its lawful, binding and legally enforceable obligation; and . (d) the authorization, The execution, delivery and performance of this Guaranty do the Loan Documents by Guarantor will not violate (i) Guarantor’s organizational documents or any other formation document, as applicable; (ii) any legal requirement affecting Guarantor or any of its property; or (iii) any agreement to which Guarantor is a party or by which it or any of its property is bound and will not result in or 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 any lien upon any of its property. (e) No approvals, authorizations or consents of any trustee or holder of any indebtedness or obligation of Guarantor are required for the Obligations guarantied herebydue execution, delivery and performance by Guarantor of this Guaranty or any of the other Loan Documents to which Guarantor is a party. (f) This Guaranty and any other Loan Documents to which Guarantor is a party have been duly executed by Guarantor, and that are legally valid and binding obligations of Guarantor, enforceable against Guarantor in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity. (g) To Guarantor’s knowledge, there exists no material violation of or material default by Guarantor and no event has occurred which, upon the giving of notice or the passage of time, or both, would constitute a material default with respect to (i) the terms of any instrument evidencing or securing any obligations of Guarantor, (ii) any lease or other agreement to which Guarantor is a party, (iii) any license, permit, statute, ordinance, law, judgment, order, writ, injunction, decree, rule or regulation of any governmental authority, or any determination or award of any arbitrator to or by which Guarantor or Guarantor’s property may be subject or bound, or (iv) any deed of trust, mortgage, security agreement, instrument, or other agreement by which Guarantor or any of its property is bound which might (1) materially and adversely affect the ability of Guarantor to perform its obligations under this Guaranty or any other material instrument, agreement or document to which it is given for a corporate purpose. The Lender Parties may rely conclusively on a continuing warrantyparty, hereby made, that Guarantor continues to be benefited or (2) adversely affect the priority of the liens and security interests created by this Guaranty or any of the other Loan Documents. (h) There is no action, suit, investigation, proceeding or arbitration (whether or not purportedly on behalf of Guarantor) at law or in equity or before or by any foreign or domestic court or other governmental entity (a “Legal Action”), pending or, to the knowledge of Guarantor, threatened against or affecting Guarantor or any of its assets which could reasonably be expected to result in any material adverse change in the business, operations, assets or condition (financial or otherwise) of Guarantor or would materially and adversely affect Guarantor’s ability to perform its obligations under this Guaranty and any of the Lender Parties shall have other Loan Documents to which it is a party. There is no duty basis known to inquire into or confirm the receipt Guarantor for any such Legal Action. Guarantor is not (i) in violation of any such benefitsapplicable law which violation materially and adversely affects or may materially and adversely affect Guarantor or Guarantor’s business, operations, assets or condition (financial or otherwise), (ii) subject to, or in default with respect to, any other legal requirement that would have a materially adverse effect on Guarantor or Guarantor’s business, operations, assets or condition (financial or otherwise), or (iii) in default with respect to any agreement to which it is a party or by which it is bound. There is no Legal Action pending or, to the knowledge of Guarantor, threatened against or affecting Guarantor questioning the validity or the enforceability of this Guaranty or any of the other Loan Documents. (i) Guarantor has good, sufficient and legal title to all properties and assets reflected in its most recent balance sheet or personal financial statement, as applicable, delivered to Lender. (j) There is no fact known to Guarantor that materially and adversely affects the business, operations, assets or condition (financial or otherwise) of Guarantor which has not been disclosed in this Guaranty or in other documents, certificates and written statements furnished to Lender in connection herewith. (k) All tax returns, extension filings, and this Guaranty shall reports of Guarantor required to be effective filed by it have been timely filed, and enforceable by the Lender Parties without regard to the receiptall taxes, nature assessments, fees and other governmental charges upon Guarantor or value upon its properties, assets, income and franchises which are due and payable have been paid when due and payable. Guarantor does not know of any proposed tax assessment against it or its property that would be material to its condition (financial or otherwise), and Guarantor has not contracted with any government entity in connection with such benefitstaxes. (l) The financial statements and all financial data previously delivered to Lender in connection with the Loan and/or relating to Guarantor are true, correct and complete in all material respects. Such financial statements fairly present the financial position of the subject thereof as of the date thereof. No material adverse change has occurred in such financial position and, except for this Loan, no borrowings have been made by Guarantor since the date thereof which are secured by, or might give rise to, a lien or claim against the proceeds of the Loan or any collateral that secures the Loan.

Guarantor’s Representations and Warranties. The Guarantor represents and warrants to the Lender Parties that (ai) the Guarantor is an entity of the type described in the preamble to this Guarantya corporation, duly organized and existing in good standing and has full power and authority to 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 does stockholders and do not and will not violate the provisions of, or constitute a default under, any presently applicable law or its constituent documents Constituent Documents or any agreement presently binding on Guarantorit; (ciii) this Guaranty has been duly executed and delivered by the authorized officers Officers of the Guarantor and constitutes its lawful, binding and legally enforceable obligation; and (div) 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 Parties that 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 property and other transactions and events resulting in the creation of the Obligations Indebtedness 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 the 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’s Representations and Warranties. Guarantor represents Section 3.1 The Guarantor's long-term senior unsecured debt is rated at least "BBB" by S&P and warrants to the Lender Parties that (a) "Baa2" by Xxxxx'x. Section 3.2 The Guarantor is an entity of the type described in the preamble to this Guarantyduly organized, duly organized validly existing and existing in good standing under the laws of the state of its organization and has full power power, authority and authority legal right to make execute, deliver and deliver perform this Guaranty; (b) . Section 3.3 The execution, delivery and performance by the Guarantor of this Guaranty has been duly authorized by all necessary corporate action. This Guaranty constitutes a legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, except as such enforcement may be affected by applicable bankruptcy, insolvency, moratorium and other similar laws affecting creditors' rights generally. Section 3.4 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 contravene any provision of law, rule or regulation to which the Guarantor is subject or any judgment, decree or order applicable to the Guarantor nor conflict or be inconsistent with or result in any breach of any terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any presently applicable law Lien or other encumbrance upon any of the property or assets of the Guarantor pursuant to the terms of any agreement or other instrument to which the Guarantor is a party or by which it or its constituent property is 5 bound or to which it or its property may be subject, the violation of which could have a material adverse effect on the financial condition of the Guarantor, nor violate any provision of the constitutive documents of the Guarantor. Section 3.5 No pending or, to the knowledge of the Guarantor, threatened action, suit, investigation or proceeding against the Guarantor before any agreement presently binding on Governmental Authority exists which, if determined adversely to the Guarantor; (c) , would materially adversely affect the Guarantor's ability to perform its obligations under this Guaranty has been duly executed and delivered by Guaranty. Section 3.6 No consent from any Person is required for the authorized officers of Guarantor and constitutes its lawful, binding and legally enforceable obligation; and (d) the authorization, execution, delivery and performance by the Guarantor 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. Guarantor represents and warrants to the Lender Parties except that Guarantor which 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 benefitsbeen obtained.