Common use of Guarantor's Warranties and Covenants Clause in Contracts

Guarantor's Warranties and Covenants. Guarantor warrants and acknowledges that: (a) Lender would not enter into the Loan Agreement and consummate the transactions contemplated thereby but for this Guaranty; (b) Guarantor has read and understands the Loan Agreement, the Note and the other Loan Documents; (c) there are no conditions precedent to the effectiveness of this Guaranty and this Guaranty shall be in full force and effect and binding on Guarantor as of the date hereof, regardless of whether Lender obtains other collateral or any guaranties from others or takes any other action not contemplated by Guarantor; (d) Guarantor has established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other information pertaining to Borrower's financial condition, and the status of Borrower's payment and performance of all obligations due under the Note and the other Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's risks hereunder, and Lender has made no representation to Guarantor as to any such matters; (e) the most recent financial statements of Guarantor delivered to Lender are true and correct in all material respects, have been prepared in accordance with generally accepted accounting principles consistently applied (or other principles disclosed in writing and acceptable to Lender) and fairly present, in all material respects, the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; and (f) Guarantor has not and shall 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, without Lender's prior written consent, which consent may be given or withheld in Lender's sole discretion, unless (i) either Guarantor or a successor entity remains liable under the Guaranty, and (ii) Guarantor or such successor entity, whichever remains liable under the Guaranty, satisfies the financial covenants of Guarantor set forth in the Loan Agreement.

Guarantor's Warranties and Covenants. Guarantor warrants and acknowledges that: (a) Lender would not enter into the Loan Agreement and consummate the transactions contemplated thereby but for this Guaranty; (b) Guarantor has read and understands the Loan Agreement, the Note and the other Loan Documents; (c) there are no conditions precedent to the effectiveness of this Guaranty and this Guaranty shall be in full force and effect and binding on Guarantor as of the date hereof, regardless of whether Lender obtains other collateral or any guaranties from others or takes any other action not contemplated by Guarantor; (d) Guarantor has established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other information pertaining to Borrower's ’s financial condition, and the status of Borrower's ’s payment and performance of all obligations due under the Note and the other Loan Documents, and 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 hereunder, and Lender has made no representation to Guarantor as to any such matters; (e) the most recent financial statements of Guarantor delivered to Lender are true and correct in all material respects, have been prepared in accordance with generally accepted accounting principles consistently applied (or other principles disclosed in writing and acceptable to Lender) and fairly present, in all material respects, the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; and (f) Guarantor has not and shall 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, without Lender's ’s prior written consent, which consent may be given or withheld in Lender's ’s sole discretion, unless (i) either Guarantor or a successor entity remains liable under the Guaranty, and (ii) Guarantor or such successor entity, whichever remains liable under the Guaranty, satisfies the financial covenants of Guarantor set forth in the Loan Agreement.

Guarantor's Warranties and Covenants. Guarantor warrants and acknowledges that: (a) Lender HCP would not enter into the Loan Agreement Leases and consummate the transactions contemplated thereby but for this Guaranty; (b) Guarantor has read and understands the Loan Agreement, the Note and the other Loan DocumentsLeases; (c) there are no conditions precedent to the effectiveness of this Guaranty and this Guaranty shall be in full force and effect and binding on Guarantor as of the date hereof, regardless of whether Lender HCP obtains other collateral or any guaranties from others or takes any other action not contemplated by Guarantor; (d) Guarantor has established adequate means of obtaining from sources other than LenderHCP, on a continuing basis, financial and other information pertaining to BorrowerESC's and any other person's financial condition, and the status of BorrowerESC's and any other person's payment and performance of all obligations due under the Note and the other Loan DocumentsLeases, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's risks hereunder, and Lender HCP has made no representation to Guarantor as to any such matters; (e) the most recent financial statements of Guarantor delivered to Lender HCP are true and correct in all material respects, have been prepared in accordance with generally accepted accounting principles consistently applied (or other principles disclosed in writing and acceptable to LenderHCP) and fairly present, in all material respects, present the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; and (f) except as permitted by Section 24.1.1 of each of the Leases, Guarantor has not and shall not, without the prior written consent of LenderHCP, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein, without LenderHCP's prior written consent, which consent may be given or withheld in LenderHCP's sole discretion, unless (i) either Guarantor or a successor entity remains liable under the Guaranty, and (ii) Guarantor or such successor entity, whichever remains liable under the Guaranty, satisfies the financial covenants of Guarantor set forth in the Loan Agreement. 6.