Common use of GUARANTOR’S WARRANTIES Clause in Contracts

GUARANTOR’S WARRANTIES. Guarantor warrants, represents, covenants and acknowledges that: (a) Lender would not make the Loan but for this Guaranty; (b) there are no conditions precedent to the effectiveness of this Guaranty; (c) 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, the Property 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 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; (d) the most recent financial statements of Guarantor previously delivered to Lender are true and correct in all respects, have been prepared in accordance with generally accepted accounting principles consistently applied (or other principles acceptable to Lender) and fairly 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 (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, other than in the ordinary course of Guarantor’s business.

GUARANTOR’S WARRANTIES. Guarantor warrants, represents, covenants warrants and acknowledges that: (a) Lender would not make the Loan but for this Guaranty; (b) there are no conditions precedent to the effectiveness of this GuarantyGuaranty and this Guaranty shall be in full force and effect and binding on Guarantor regardless of whether Lender obtains other collateral or any guaranties from others or takes any other action contemplated by Guarantor; (c) 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, the Property and Borrower’s activities relating thereto and the status of Borrower’s 's performance of obligations under imposed by the 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; (d) the most recent financial statements of Guarantor previously delivered to Lender are true and correct in all respects, have been prepared in -------------------------------------------------------------------------------- The 520 Group Page 2 LOAN NO. 100441 XXXXXXX.XX M (03/03) 3641-1-4-ALEXANJA -------------------------------------------------------------------------------- accordance with generally accepted accounting principles consistently applied (or other principles acceptable to Lender) and fairly 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 (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, other than in the ordinary course of Guarantor’s 's business; (f) Guarantor is in compliance with all laws and regulations applicable to its organization, existence and transaction of business and has all necessary rights and powers to guaranty as contemplated by the Loan Documents; (g) Guarantor is authorized to execute, deliver and perform its obligations under the Loan Documents and Other Related Documents, and such obligations shall be valid and binding obligations of Guarantor; (h) Guarantor has delivered to Lender all formation and organizational documents of Guarantor, and of all Guarantors, and all such formation and organizational documents remain in full force and effect and have not been amended or modified since they were delivered to Lender. Guarantor shall immediately provide Lender with copies of any amendments or modifications of the aforementioned formation or organizational documents; (i) Guarantor's execution, delivery, and performance under the Loan Documents and Other Related Documents do not: (a) require any consent or approval not heretofore obtained under any partnership agreement, operating agreement, articles of incorporation, bylaws or other document; (b) conflict with, or constitute a breach or default or permit the acceleration of obligations under any agreement, contract, lease, or other document by which the Borrower is bound or regulated; or (c) violate any statute, law, regulation or ordinance, or any order of any court or governmental entity; (j) except as disclosed to Lender in writing, there are no claims, actions, suits, or proceedings pending, or to Guarantor's knowledge threatened, against Guarantor; (k) all financial statements and information heretofore and hereafter delivered to Lender by Guarantor, or any Guarantor, including, without limitation, information relating to the financial condition of Guarantor, fairly and accurately represent the financial condition of the subject thereof and have been prepared (except as noted therein) in accordance with generally accepted accounting principles consistently applied. Guarantor acknowledges and agrees that Lender may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports; (l) there has been no material adverse change in the financial condition of Guarantor since the dates of the latest financial statements furnished to Lender and, except as otherwise disclosed to Lender in writing, Guarantor has not entered into any material transaction which is not disclosed in such financial statements; and (m) all reports, documents, instruments, information and forms of evidence delivered to Lender concerning the Loan or security for the Loan or required by the Loan Documents are accurate, correct and sufficiently complete to give Lender true and accurate knowledge of their subject matter, and do not contain any misrepresentation or omission.

GUARANTOR’S WARRANTIES. Guarantor warrants, represents, covenants and acknowledges that: (a) Lender Administrative Agent and Lenders would not make the Loan but for this Guaranty; (b) there are no conditions precedent to the effectiveness of this Guaranty; (c) Guarantor has established adequate means of obtaining from sources other than LenderAdministrative Agent and Lenders, on a continuing basis, financial and other information pertaining to Borrower’s financial condition, the Property 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 or circumstances which might in any way affect Guarantor’s risks hereunder and Lender Administrative Agent has made no representation to Guarantor as to any such matters; (d) the most recent financial statements of Guarantor previously delivered to Lender Administrative Agent are true and correct in all respects, have been prepared in accordance with generally accepted accounting principles consistently applied (or other principles acceptable to LenderAdministrative Agent and Lenders) and fairly 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 (e) Guarantor has not and will not, without the prior written consent of LenderAdministrative Agent, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein, other than in the ordinary course of Guarantor’s business.

GUARANTOR’S WARRANTIES. Guarantor warrants, represents, covenants warrants and acknowledges that: (a) Lender Lenders would not make the Loan but for this Guaranty; (b) there are no conditions precedent to the effectiveness of this GuarantyGuaranty and this Guaranty shall be in full force and effect and binding on Guarantor regardless of whether Lenders obtain other collateral or any guaranties from others or takes any other action contemplated by Guarantor; (c) Guarantor has established adequate means of obtaining from sources other than LenderLenders, on a continuing basis, financial and other information pertaining to Borrower’s 's financial condition, the Property and Borrower’s activities relating thereto and the status of Borrower’s 's performance of obligations under imposed by the 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 Lenders have made no representation to Guarantor as to any such matters; (d) the most recent financial statements of Guarantor previously delivered to Lender Lenders are true and correct in all respects, have been prepared in accordance with generally accepted accounting principles consistently applied (or other principles acceptable to LenderLenders) and fairly 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 (e) Guarantor has not and will not, without the prior written consent of LenderLenders (such consent not to be unreasonably withheld), sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor’s 's assets, or any interest therein, other than in the ordinary course of Guarantor’s 's business.

GUARANTOR’S WARRANTIES. Guarantor warrants, represents, covenants and acknowledges to City that: (a) Lender Guarantor acknowledges and agrees that City would not make enter into the Loan Assignment Agreement but for this Guaranty, and that this Guaranty and the agreements of Guarantor in this Guaranty is a material part of the consideration which City is receiving for entering into the Assignment Agreement; (b) Guarantor has reviewed and understands all of the terms and provisions of the Development Agreement; (c) there are no conditions precedent to the effectiveness of this Guaranty; (cd) the Guarantor has established adequate means of obtaining from sources other than LenderCity, on a continuing basis, financial and other information pertaining to BorrowerDeveloper’s financial condition, the Property [Workforce/Affordable Housing units and/or Middle Income Housing units], and BorrowerDeveloper’s activities relating thereto and the status of BorrowerDeveloper’s performance of obligations under the 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 mattersDevelopment Agreement; (d) the most recent financial statements of Guarantor previously and all other financial information relating to Guarantor heretofore or hereafter delivered to Lender City are true and correct in all material respects, and the financial statements have been been, and any hereafter delivered will be, prepared in accordance with generally accepted accounting principles consistently applied (or other principles acceptable to Lender“GAAP”) and fairly present and accurately represent 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 (e) Guarantor has is not “insolvent” and will notnot be, as a consequence of the execution and delivery of this Guaranty, rendered “insolvent”, as that term is defined in Section 101 of the Federal Bankruptcy Code, or otherwise rendered unable to pay Guarantor’s debts as the same mature. Guarantor acknowledges and agrees that City may request and obtain public or non- confidential information from third parties regarding any of the above, including, without the prior written consent of Lenderlimitation, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein, other than in the ordinary course of Guarantor’s businesscredit reports.

GUARANTOR’S WARRANTIES. Guarantor warrants, represents, covenants warrants and acknowledges that: (a) Lender would not make consent to Borrower's acquisition of the Property and assumption of the Loan but for this Guaranty; (b) there are no conditions precedent to the effectiveness of this Guaranty; (c) 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, the Property and Borrower’s 's activities relating thereto and the status of Borrower’s 's performance of obligations under the 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; (d) the most recent financial statements of Guarantor previously delivered to Lender are true and correct in all respects, have been prepared in accordance with generally accepted accounting principles consistently applied (or other principles acceptable to Lender) and fairly 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 (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, assign encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor’s 's assets, or any interest therein, other than in the ordinary course of Guarantor’s 's business; and (f) Guarantor shall, not later than ninety (90) days after the end of each calendar year, provide Lender with year-end financial statements of such Guarantor, such statements to be prepared in a form and in accordance with accounting principles acceptable to Lender.

GUARANTOR’S WARRANTIES. Guarantor warrants, represents, covenants and acknowledges that: (a) Lender would not make the Loan but for this Guaranty; (b) there are no conditions precedent to the effectiveness of this Guaranty; (c) Guarantor has established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other information pertaining to Borrower’s and Senior Borrower’s financial condition, the Property 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 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; (d) the most recent financial statements of Guarantor previously delivered to Lender are true and correct in all respects, have been prepared in accordance with generally accepted accounting principles consistently applied (or other principles acceptable to Lender) and fairly 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 (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, Loan No. 757420 encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein, other than in the ordinary course of Guarantor’s business.

GUARANTOR’S WARRANTIES. Guarantor warrants, represents, covenants warrants and acknowledges that: (a) Lender the Lenders would not make the Loan Facility but for this Guaranty; (b) there are no conditions precedent to the effectiveness of this Guaranty; (c) Guarantor has established adequate means of obtaining from sources other than LenderAdministrative Agent and/or the Lenders, on a continuing basis, financial and other information pertaining to the Borrower’s financial condition, the Property Collateral, the Real Estate Assets and the Borrower’s activities relating thereto and the status of the Borrower’s performance of obligations under the 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 Administrative Agent has made no representation to Guarantor as to any such matters; (d) the most recent financial statements of Guarantor previously delivered to Lender Administrative Agent are true and correct in all respects, have been prepared in accordance with generally accepted accounting principles consistently applied (or other principles acceptable to LenderAdministrative Agent) and fairly 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 (e) Guarantor has not and will not, without the prior written consent of LenderAdministrative Agent, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein, other than in the ordinary course of Guarantor’s business.

GUARANTOR’S WARRANTIES. Guarantor warrants, represents, covenants warrants and acknowledges that: (a) Lender Lenders would not make the Loan but for this Guaranty; (b) there are no conditions precedent to the effectiveness of this Guaranty; (c) Guarantor has established adequate means of obtaining from sources other than LenderLenders, on a continuing basis, financial and other information pertaining to Borrower’s financial condition, the Property condition 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 or circumstances which might in any way affect Guarantor’s risks hereunder and Lender has Lenders have made no representation to Guarantor as to any such matters; (d) the most recent financial statements of Guarantor previously delivered to Lender Lenders are true and correct in all material respects, have been prepared in accordance with generally accepted accounting principles consistently applied (or other principles acceptable to LenderLenders) and fairly present the financial condition of Guarantor as of the respective dates thereofthereof (subject to year-end adjustments), and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; , and (e) Guarantor has not and will not, without the prior written consent of LenderLenders, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor’s assets, or any substantial interest therein, other than in the ordinary course of Guarantor’s businessbusiness or as expressly permitted by the Loan Documents.

GUARANTOR’S WARRANTIES. Guarantor warrants, represents, covenants and acknowledges warrants that: (a) Lender no representations or agreements of any kind have been made to Guarantor which would not make limit or qualify in any way the Loan but for terms of this Guaranty; (b) there are no conditions precedent to this Guaranty is executed at Borrower's request and not at the effectiveness request of this Guarantythe Lender; (c) Guarantor has established adequate means not and will not, without prior written consent of obtaining from sources other than Lender, on a continuing basissell, financial and other information pertaining to Borrower’s financial conditionlease, the Property and Borrower’s activities relating thereto and the status assign, encumber, hypothecate, transfer, or otherwise dispose of Borrower’s performance all or substantially all of obligations under the Loan DocumentsGuarantor's assets, and 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 hereunder and interest therein; (d) Lender has made no representation to Guarantor as to any such mattersthe creditworthiness of Borrower; (de) the most recent financial statements of upon Lender's request, Guarantor previously delivered will provide to Lender are financial and credit information in form acceptable to Lender, and all such financial information provided to Lender is true and correct in all respects, have been prepared in accordance with generally accepted accounting principles consistently applied (or other principles acceptable to Lender) material respects and fairly present presents 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 thereofdate of the financial statements; and (ef) Guarantor has not 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 hereunder, and will not, without Guarantor further agrees that absent a request for information Lender shall have no obligation to disclose to Guarantor information or material acquired in the prior written consent course of Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein, other than in the ordinary course of Guarantor’s business's relationship with Borrower.

GUARANTOR’S WARRANTIES. The Guarantor warrants, represents, covenants warrants and acknowledges that: (a) Lender the Buyer would not make enter into the Loan Master Repurchase Agreement but for this Guaranty; (b) there are no conditions precedent to the effectiveness of this Guaranty, nor does the execution or delivery of this Guaranty conflict with any other documents or instruments to which the Guarantor is a party; (c) Guarantor it has established adequate means of obtaining from sources other than Lenderthe Buyer, on a continuing basis, financial and other information pertaining to Borrower’s the Sellers’ financial condition, condition and the Property and Borrower’s Sellers’ activities relating thereto and the status of Borrower’s the Sellers’ performance of obligations under the Loan DocumentsGuaranteed Agreements, and Guarantor it agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor’s its risks hereunder and Lender the Buyer has made no representation to Guarantor it as to any such matters; (d) the its most recent financial statements of Guarantor previously delivered to Lender the Buyer are true and correct in all respects, have been prepared in accordance with generally accepted accounting principles consistently applied (or other principles acceptable to Lenderthe Buyer) and fairly present the its financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the its financial condition of Guarantor since the respective dates thereof; and (e) Guarantor it has not and will not, without the prior written consent of Lenderthe Buyer, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor’s its assets, or any interest therein, other than in the ordinary course of Guarantor’s its business.

GUARANTOR’S WARRANTIES. Guarantor warrants, represents, covenants warrants and acknowledges that: (a) Lender Seller would not make enter into the Loan Transaction Documents but for this Guaranty; (b) there are no conditions precedent to the effectiveness of this Guaranty; (c) Guarantor has established adequate means of obtaining from sources other than LenderSeller, on a continuing basis, financial and other information pertaining to BorrowerBuyer’s financial condition, the Property and Borrower’s activities relating thereto condition and the status of BorrowerBuyer’s performance of obligations under the Loan Transaction 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 Seller has made no representation to Guarantor as to any such matters; (d) the most recent financial statements of Guarantor previously delivered to Lender Seller are true and correct in all material respects, have been prepared in accordance with generally accepted accounting principles consistently applied (or other principles acceptable to Lender) and fairly 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 (e) Guarantor has not and will not, without the prior written consent of LenderSeller, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein, other than in ; and (f) Guarantor has the ordinary course of Guarantor’s businesscapacity and is legally competent to enter into this Guaranty.

GUARANTOR’S WARRANTIES. Guarantor warrants, represents, covenants warrants and acknowledges that: (a) Lender would not make the Loan but for this Guaranty; (b) there are no conditions precedent to the effectiveness of this GuarantyGuaranty and this Guaranty shall be in full force and effect and binding on Guarantor regardless of whether Lender obtains other collateral or any guaranties from others or takes any other action contemplated by Guarantor; (c) 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, the Property and Borrower’s activities relating thereto and the status of Borrower’s 's performance of obligations under imposed by the 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; (d) the most recent financial statements of Guarantor previously delivered to Lender are true and correct in all respects, have been prepared in accordance with generally accepted accounting principles consistently applied (or other principles acceptable to Lender) Lender and fairly 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 (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, other than in the ordinary course of Guarantor’s 's business.

GUARANTOR’S WARRANTIES. Guarantor warrants, represents, covenants warrants and acknowledges that: (a) Lender would not make enter into the Loan Modification Agreement but for this Guaranty; (b) there are no conditions precedent to the effectiveness of this GuarantyGuaranty and this Guaranty shall be in full force and effect and binding on Guarantor regardless of whether Lender obtains other collateral or any guaranties from others; (c) 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, the Property 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 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; (d) the most recent financial statements of Guarantor previously delivered to Lender are true and correct in all respects, have been prepared in accordance with generally accepted accounting principles consistently applied (or other principles acceptable to Lender) and fairly 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 (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, other than in the ordinary course of Guarantor’s business.

GUARANTOR’S WARRANTIES. Guarantor warrants, represents, covenants warrants and acknowledges that: (a) Lender Lenders would not make the Loan but for this Guaranty; (b) there are no conditions precedent to the effectiveness of this Guaranty; (c) Guarantor has established adequate means of obtaining from sources other than LenderLenders, on a continuing basis, financial and other information pertaining to Borrower’s 's financial condition, the Property condition and Borrower’s 's activities relating thereto and the status of Borrower’s 's performance of obligations under the 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 Lenders have made no representation to Guarantor as to any such matters; (d) the most recent financial statements of Guarantor previously delivered to Lender Lenders are true and correct in all material respects, have been prepared in accordance with generally accepted accounting principles consistently applied (or other principles acceptable to LenderLenders) and fairly present the financial condition of Guarantor as of the respective dates thereofthereof (subject to year-end adjustments), and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; , and (e) Guarantor has not and will not, without the prior written consent of LenderLenders, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor’s 's assets, or any substantial interest therein, other than in the ordinary course of Guarantor’s business's business or as expressly permitted by the Loan Documents.

GUARANTOR’S WARRANTIES. Guarantor warrants, represents, covenants warrants and acknowledges that: (a) Lender City would not make enter into the Loan but for this Guaranty; (b) there are no conditions precedent to the effectiveness of this Guaranty; (c) Guarantor has established adequate means of obtaining from sources other than LenderCity, on a continuing basis, financial and other information pertaining to BorrowerDeveloper’s financial condition, the Property and BorrowerDeveloper’s activities relating thereto and the status of BorrowerDeveloper’s performance of obligations under the Loan DocumentsLoan, 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 City has made no representation to Guarantor as to any such matters; (d) the most recent financial statements of Guarantor previously delivered to Lender City are true and correct in all respects, have been prepared in accordance with generally accepted accounting principles consistently applied (or other principles acceptable to Lender) respects and fairly 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 (e) Guarantor has not and will not, without the prior written consent of LenderCity, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein, other than in the ordinary course of Guarantor’s business.

GUARANTOR’S WARRANTIES. Guarantor warrants, represents, covenants warrants and acknowledges that: (a) Lender would not make the Loan but for this Guaranty; (b) there are no conditions precedent to the effectiveness of this Guaranty; (c) 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, the Property 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 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; (d) the most recent financial statements of Guarantor previously delivered to Lender are true and correct in all respects, have been prepared in accordance with generally accepted accounting principles consistently applied (or other principles acceptable to Lender) and fairly 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 (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, other than in the ordinary course of Guarantor’s business; and (f) Guarantor shall not later than thirty (30) days from written request from Lender, provide Lender with year-end financial statements of such Guarantor, such statements to be prepared in a form and in accordance with accounting principles acceptable to Lender.

GUARANTOR’S WARRANTIES. Guarantor warrants, represents, covenants warrants and acknowledges that: (a) Lender would not make the Loan but for this Guaranty; (b) there are no conditions precedent to the effectiveness of this Guaranty; (c) 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, the Property assets owned by Borrower 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 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; (d) the most recent financial statements of Guarantor previously delivered to Lender are true and correct in all respects, have been prepared in accordance with generally accepted accounting principles consistently applied (or other principles acceptable to Lender) and fairly 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 (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, other than in the ordinary course of Guarantor’s business; and (f) Guarantor shall not later than thirty (30) days from written request from Lender, provide Lender with year-end financial statements of such Guarantor, such statements to be prepared in a form and in accordance with accounting principles reasonably acceptable to Lender.