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. 3.1 The Guarantor warrants, represents, covenants and acknowledges warrants that: : (a) Lender would not make the Loan but for this Guaranty; Guarantor is validly existing and in good standing under the laws of [insert jurisdiction] and is capable of being sued in its corporate name; (b) there are no conditions precedent the Guarantor has the necessary corporate power and authority to the effectiveness of execute and deliver this Guaranty; Guarantee and to perform its obligations thereunder; (c) the execution and delivery of this Guarantee by the 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 performance by the Guarantor of Borrower’s performance of obligations the transactions contemplated under this Guarantee have been duly authorised 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 risks hereunder and Lender has made no representation to Guarantor as to any such matters; ; (d) the most recent financial statements execution and delivery of this Guarantee has been authorised by all requisite corporate action; (e) the Guarantor previously has duly executed and delivered to Lender are true this Guarantee; (f) this Guarantee is a legal, valid and correct in all respectsbinding obligation of the Guarantor, have been prepared enforceable against it in accordance with generally accepted accounting principles consistently applied its terms, except as such enforceability may be limited by: (i) applicable bankruptcy, insolvency, reorganisation, moratorium or other similar laws affecting the enforceability of creditors' rights generally; and (ii) general principles acceptable to Lenderof equity (regardless of whether such enforceability is considered in a proceeding in Law); (g) and fairly present the financial condition of Guarantor except as of the respective dates thereofcontemplated under this Guarantee, no consent authorisation, approval or other action by, and no material adverse change has occurred notice to or registration with, any governmental authority created or acting under the corporations law in [insert jurisdiction] is required for the financial condition due execution, delivery or performance by the Guarantor of Guarantor since this Guarantee; (h) the respective dates thereof; choice of Laws of the Australian Capital Territory as the governing Law of this Guarantee will be recognised provided that the choice was made on a bona fide basis and (e) Guarantor has not and will not, without the prior written consent primary purpose of Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose avoiding the Laws of all or substantially all another jurisdiction; and (i) the submission by the Guarantor to the jurisdiction of Guarantor’s assets, or any interest therein, other than the Australian Capital Territory in the ordinary course of Guarantor’s businessthis Guarantee is binding on it.

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 hereby warrants and acknowledges that: represents unto Lender the following: (a) Lender would not make Guarantor has received or will receive, direct or indirect benefit from the Loan but for making of this Guaranty; Guaranty Agreement (b) [intentionally omitted]; (c) This Guaranty constitutes a legal, valid and binding obligation of Guarantor, and is fully enforceable against Guarantor in accordance with its terms; (d) [intentionally omitted]; (e) Except as may be set out on Exhibit "A" attached hereto and made a part hereof for all purposes, (i) there are no conditions precedent legal proceedings, claims or demands pending against, or to the effectiveness knowledge of Guarantor, threatened against, Guarantor or Guarantor's assets, (ii) Guarantor is not, to the best of his actual knowledge, in breach or default of any legal requirement, contract or commitment, and (iii) to the best of his actual knowledge, no event (including specifically Guarantor's execution and delivery of this Guaranty) has occurred which, with the lapse of time or action by a third party, could result in Guarantor's breach or default under any legal requirement, contract or commitment; and (cf) Guarantor has established adequate means hereby agrees to furnish to Lender from time to time, promptly upon request therefor, current financial reports and statements accurately setting out Guarantor's financial condition at the time of obtaining from sources other than Lendersuch request, on a continuing basis, financial and other containing such 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 Documentsas Lender may reasonably request, 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 in other principles form 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 exercise 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 businessits reasonable discretion.

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 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 '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 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 and, as of the date hereof, 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 businessbusiness if such action would have a material adverse affect on the ability of Guarantor to perform its obligations under this Guaranty; and (f) Guarantor shall, not later than thirty (30) days from written request from Lender, provide Lender with copies of the publicly filed SEC filings of such Guarantor.

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. 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. The Guarantor warrants, represents, covenants warrants and acknowledges that: : (a) the Lender would not make the Loan but for this Guaranty; ; (b) there are no conditions precedent to the effectiveness of this Guaranty; ; (c) the Guarantor has established adequate means of obtaining from sources other than the Lender, on a continuing basis, financial and other information pertaining to the Borrower’s financial condition, the Mortgaged Property and the Borrower’s activities relating thereto and the status of the Borrower’s performance of obligations under the Loan Documents, and the Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect the Guarantor’s risks hereunder and the Lender has made no representation to the Guarantor as to any such matters; ; (d) the most recent financial statements of the Guarantor previously delivered to the 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 the Lender) and fairly present the financial condition of the Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of the Guarantor since the respective dates thereof; and ; (e) the Guarantor has not and will not, without the prior written consent of the Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of the Guarantor’s assets, or any interest therein, other than in the ordinary course of the Guarantor’s business; (f) the Guarantor shall, no later than thirty (30) days from written request from the Lender but no earlier than March 30th in any year, provide the Lender with year-end financial statements of such the Guarantor, such statements to be prepared in a form and in accordance with accounting principles acceptable to the Lender.

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 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 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 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 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, 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 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.

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 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 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 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 Guarantors hereby warrant and acknowledges that: represent unto Lender the following: (a) Lender would not make Each Guarantor has received or will receive, direct or indirect benefit from the making of this Guaranty; (b) Each and every warranty and representation made by Borrower in the Loan but Documents is true and correct; (c) This Guaranty constitutes a legal, valid and binding obligation of each Guarantor, and is fully enforceable against each Guarantor in accordance with its terms; (d) Any and all balance sheets, net worth statements and other financial data that have heretofore been given to Lender with respect to Guarantors fairly present the financial condition of each Guarantor as of the date thereof and, since the date thereof, there has been no material, adverse change in the financial condition of any Guarantor; (e) Except as may be set out on Exhibit ”A” attached hereto and made a part hereof for this Guaranty; all purposes, (bi) there are no conditions precedent legal proceedings, claims or demands pending against, or to the effectiveness knowledge of any Guarantor, threatened against, any Guarantor or any Guarantor’s assets, which, if determined adversely to such Guarantor(s), could have a material adverse effect on such Guarantor(s) or the assets of such Guarantor(s) (ii) no Guarantor is in breach or default of any legal requirement, contract or commitment, and (iii) no event (including specifically Guarantors’ execution and delivery of this Guaranty) has occurred which, with the lapse of time or action by a third party, could result in any Guarantor’s breach or default under any legal requirement, contract or commitment; and (cf) Guarantor has established adequate means of obtaining Guarantors hereby agree to furnish to Lender from sources other than Lendertime to time, on a continuing basispromptly upon request therefor, current financial reports and other information pertaining to Borrowerstatements setting out in complete and accurate detail each Guarantor’s financial conditioncondition at the time of such request, the Property and Borrower’s activities relating thereto and the status of Borrower’s performance of obligations under the Loan Documentscontaining such information as Lender may reasonably request, 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 in other principles form 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 exercise 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 businessits reasonable discretion.