Common use of Covenants of Guarantors Clause in Contracts

Covenants of Guarantors. Guarantors hereby covenant and agree with Lender that until all Obligations have been completely paid and performed and the obligations of Lender under the Loan Agreement have terminated: (a) each Guarantor will, and will cause their respective Subsidiaries to, cause to be done all things necessary to preserve and keep in full force and effect its legal existence, rights and franchises, to effect and maintain all foreign qualifications, licensing, domestication or authorization, and to comply in all material respects with all applicable laws and regulations with respect to the foregoing (including, without limitation, environmental laws). No Guarantor shall, without the prior written consent of Lender, make any material changes to the accounting principles used by such Guarantor in preparing the financial statements heretofore delivered to Lender or change its fiscal year; (b) each Guarantor will, and will cause their respective Subsidiaries to, keep complete, proper and accurate records and books of account in which full, true and correct entries will be made in accordance with generally accepted accounting principles consistent with the preparation of the financial statements heretofore delivered to Lender and will maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation and amortization of its properties, all other contingencies, and all other proper reserves in the same manner, and to the same extent, that it has, to the extent applicable, kept and maintained its records and books and maintained accounts and reserves for the foregoing; (c) each Guarantor will continue to engage primarily in the businesses now conducted by it; (d) each Guarantor will, and will cause their respective Subsidiaries to, maintain and keep the properties used or deemed by it to be useful in its business in good repair, working order and condition, and make or cause to be made all necessary and proper repairs thereto and replacements thereof; (e) each Guarantor will not make or permit to be made, by voluntary or involuntary means, any transfer, dilution or encumbrance of its direct or indirect interest in the Subject Properties, except as expressly permitted in the Loan Agreement; (f) each Guarantor will not become a party to any merger, consolidation or other business combination, or agree to effect any asset acquisition, stock acquisition or other acquisition or dissolution or liquidation, without the prior written consent of Lender, except as expressly permitted in the Loan Agreement; (g) each Guarantor will be self-directed and will not retain or otherwise rely on any other Person to make its investment decisions; provided that such Guarantor shall not be prohibited from consulting with investment bankers and other advisors in the ordinary course of its business; (h) in the event that a Default shall have occurred and be continuing, such Guarantor shall make no Distributions of any cash flow or proceeds attributable to any Collateral or Subject Properties in which such Guarantor holds a direct or indirect interest, except as expressly permitted in the Loan Agreement; and (i) each Guarantor shall at all times comply with all covenants and provisions of the Loan Agreement and the Loan Documents applicable to such Guarantor.

Covenants of Guarantors. Guarantors hereby covenant and agree with Lender that until all Obligations indebtedness guaranteed hereby has been completely repaid, all obligations and undertakings of Borrower under, by reason of, or pursuant to the Note and the Loan Documents have been completely paid and performed and Lender has no further obligation to make Loans to Borrower pursuant to the obligations of Lender under the Loan Agreement have terminatedCredit Agreement: (a) each Guarantor Guarantors will, and will cause each of their respective Subsidiaries to, do or cause to be done all things necessary to preserve and keep in full force and effect its corporate or legal existence, material rights and franchises, as applicable, to effect and maintain all its foreign qualifications, licensing, domestication or authorization, and to comply in all material respects with all applicable laws and regulations with respect to the foregoing (including, without limitation, environmental laws). No Guarantor shall, without the prior written consent of Lender, make any material changes to the accounting principles used by such Guarantor in preparing the financial statements heretofore delivered to Lender or change its fiscal year; (b) each Guarantor Guarantors will, and will cause each of their respective Subsidiaries to, duly pay and discharge, before the same shall become in arrears, all taxes, assessments and other governmental charges imposed upon it and its properties, sales or activities, or upon the income or profits therefrom, as well as claims for labor, material, or supplies which if unpaid might become a lien or charge on any of its property; provided that any such tax, assessment, charge or claim need not be paid if the validity or amount thereof shall currently be contested in good faith by appropriate proceedings and if Guarantors or such Subsidiary shall have set aside on its books adequate reserves with respect thereto; and provided further that Guarantors or such Subsidiary shall pay all such taxes, assessments, charges and claims forthwith upon the commencement of proceedings to foreclose any lien that may have attached as security therefor; (c) Guarantors will, and will cause each of their respective Subsidiaries to, maintain and keep the properties used or deemed by it to be useful in its business in first-class repair, working order and condition, and make or cause to be made all necessary and proper repairs thereto and replacements thereof; (d) Guarantors will, and will cause each of their respective Subsidiaries to, maintain with financially sound and reputable insurers, insurance with respect to its properties and business against such casualties and contingencies and in such types and amounts as shall be in accordance with sound business practices for companies in similar business similarly situated; (e) Guarantors will keep, and will cause each of their respective Subsidiaries to keep, complete, proper and accurate records and books of account in which full, true and correct entries will be made in accordance with generally accepted accounting principles consistent with the preparation of the financial statements heretofore delivered to Lender and will maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation depreciation, depletion, and amortization of its propertiesproperties and the properties of its Subsidiaries, all other contingencies, and all other proper reserves reserves; (f) Guarantors will not, and will not permit any of Walden's ▇▇▇▇▇▇▇▇ries to, create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (i) Indebtedness to Lender arising under any of the Note, the Loan Documents and this Guaranty; (ii) current liabilities of Guarantors incurred in the same mannerordinary course of business but not incurred through the borrowing of money or the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (iii) Indebtedness in respect of taxes, assessments and to the same extent, that it has, governmental charges to the extent applicablethat payment therefor shall not at the time be required to be made in accordance with the provisions of subparagraph (b) of this paragraph; (iv) Indebtedness in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which Guarantors shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (v) endorsements for collection, kept deposit or negotiation and maintained its records warranties of products or services, in each case incurred in the ordinary course of business; and books and maintained accounts and reserves for (vi) Indebtedness permitted under Section8.1 of the foregoing;Credit Agreement. (cg) each Guarantor Guarantors will continue to engage primarily in the businesses now conducted by it; (d) each Guarantor willnot, and will cause not permit any of their respective Subsidiaries to, maintain and keep the properties used create or deemed by it incur or suffer to be useful created or incurred or to exist any Lien; provided that Guarantors and any Subsidiary of Guarantors may create or incur or suffer to be created or incurred or to exist: (i) liens to secure taxes, assessments and other governmental charges or claims for labor, material or supplies in its business respect of obligations not overdue; (ii) liens with respect of judgments or awards, the Indebtedness with respect to which is permitted by subparagraph (f)(iv) of this paragraph; (iii) liens in good repair, working order favor of Lender as ▇▇▇▇▇ity for the Obligations; and condition(iv) liens specifically permitted pursuant to Section 8.2 of the Credit Agreement; (h) Guarantors will not, and make or cause to be made all necessary and proper repairs thereto and replacements thereof; (e) each Guarantor will not make or permit to be madeany of their respective Subsidiaries to, by voluntary or involuntary means, any transfer, dilution or encumbrance of its direct or indirect interest in the Subject Properties, except as expressly permitted in the Loan Agreement; (f) each Guarantor will not become a party to any merger, consolidation or other business combination, or agree to effect any asset acquisition, stock acquisition or other acquisition or dissolution or liquidation, without the prior written consent of Lenderthe Majority Banks, which consent shall not be unreasonably withheld, except (i) the merger or consolidation or one or more of the Subsidiaries of a Guarantor with and into a Guarantor, or (ii) the merger or consolidation of two or more Subsidiaries of a Guarantor; provided, however, that in no event shall the Borrower or any Guarantor be merged, consolidated or combined with or into any Guarantor or any Subsidiary thereof without the prior written consent of the Majority Banks; (i) Walden will not, and will not permit any of its Subsidiaries to, become a party to or agree to or affect any disposition of assets, other than Distributions to its shareholders as expressly permitted in the Loan Credit Agreement; (gj) each Guarantor Walden will not, directly or indirectly, make or permit to be self-directed and made, by voluntary or involuntary means, (i) any sale, assignment, transfer, disposition, mortgage, pledge, hypothecation or encumbrance of its interest in Borrower, WDN Properties, WROP or WDN Operating, Inc., or any dilution of its interest in Borrower, WDN Properties, WROP or WDN Operating, Inc., or (ii) any sale, assignment, transfer, disposition, mortgage, pledge, hypothecation or encumbrance of the interest of Walden Operating, Inc. in WROP, or any dilution of the interest of Walden Operating, Inc. in WROP; (k) WDN Properties will not retain not, directly or indirectly, make or permit to be made, by voluntary or involuntary means, any sale, assignment, transfer, disposition, mortgage, pledge, hypothecation or encumbrance of its interest in Borrower or WROP, or any dilution of its interest in Borrower or WROP; (l) Walden shall contribute or otherwise rely downstream to Borrower any cash or other assets received by Walden from third parties (including, without limitation, the proceeds from any Debt Offering or Equity Offering); (m) Subject to the terms of the Credit Agreement, Walden shall at all times comply with all requirements of applicable laws and regulations necessary to maintain REIT Status and shall operate, and shall cause its Subsidiaries to operate, their respective businesses as described in the Prospectus and in compliance with the terms and conditions of this Guaranty and the other Loan Documents; (n) Subject to Section 8.7 of the Credit Agreement, Walden shall cause all of its Subsidiaries to promptly distribute to Walden (but not less frequently than once each fiscal quarter of Walden), whether in the form of dividends, distributions or otherwise, all profits, proceeds or other income relating to or arising from its Subsidiaries' use, operation, financing, refinancing, sale or other disposition of their respective assets and properties after (a) the payment by each Subsidiary of its Debt Service and operating expenses for such quarter and (b) the establishment of reasonable reserves for the payment of operating expenses not paid on any other Person at least a quarterly basis and capital improvements to make its investment decisions; provided that be made to such Guarantor shall not be prohibited from consulting with investment bankers Subsidiary's assets and other advisors properties approved by such Subsidiary in the ordinary course of business consistent with its businesspast practices; (ho) in the event that a Default shall have occurred and be continuing, such Guarantor shall make no Distributions of any cash flow or proceeds attributable to any Collateral or Subject Properties in which such Guarantor holds a direct or indirect interest, except as expressly permitted in the Loan Agreement; and (i) each Guarantor Guarantors shall at all times comply with all covenants and provisions of the Loan Credit Agreement and the Loan Documents applicable to Guarantors, including without limitation, the provisions of Section 8.7 and Section 9.2 of the Credit Agreement applicable to Walden; and (p) Guarantors will cooperate with Lender an▇ ▇▇▇▇ute such Guarantorfurther instruments and documents as Lender sh▇▇▇ ▇▇asonably request to carry out to their satisfaction the transactions contemplated by this Guaranty and the other Loan Documents.

Covenants of Guarantors. Guarantors hereby covenant and agree with Lender that until all Obligations indebtedness guaranteed hereby has been completely repaid, all obligations and undertakings of Borrower under, by reason of, or pursuant to the Note and the Loan Documents have been completely paid and performed and Lender has no further obligation to make Loans to Borrower pursuant to the obligations of Lender under the Loan Agreement have terminatedCredit Agreement: (a) each Guarantor Guarantors will, and will cause each of their respective Subsidiaries to, do or cause to be done all things necessary to preserve and keep in full force and effect its corporate or legal existence, material rights and franchises, as applicable, to effect and maintain all its foreign qualifications, licensing, domestication or authorization, and to comply in all material respects with all applicable laws and regulations with respect to the foregoing (including, without limitation, environmental laws). No Guarantor shall, without the prior written consent of Lender, make any material changes to the accounting principles used by such Guarantor in preparing the financial statements heretofore delivered to Lender or change its fiscal year; (b) each Guarantor Guarantors will, and will cause each of their respective Subsidiaries to, duly pay and discharge, before the same shall become in arrears, all taxes, assessments and other governmental charges imposed upon it and its properties, sales or activities, or upon the income or profits therefrom, as well as claims for labor, material, or supplies which if unpaid might become a lien or charge on any of its property; provided that any such tax, assessment, charge or claim need not be paid if the validity or amount thereof shall currently be contested in good faith by appropriate proceedings and if Guarantors or such Subsidiary shall have set aside on its books adequate reserves with respect thereto; and provided further that Guarantors or such Subsidiary shall pay all such taxes, assessments, charges and claims forthwith upon the commencement of proceedings to foreclose any lien that may have attached as security therefor; (c) Guarantors will, and will cause each of their respective Subsidiaries to, maintain and keep the properties used or deemed by it to be useful in its business in first-class repair, working order and condition, and make or cause to be made all necessary and proper repairs thereto and replacements thereof; (d) Guarantors will, and will cause each of their respective Subsidiaries to, maintain with financially sound and reputable insurers, insurance with respect to its properties and business against such casualties and contingencies and in such types and amounts as shall be in accordance with sound business practices for companies in similar business similarly situated; (e) Guarantors will keep, and will cause each of their respective Subsidiaries to keep, complete, proper and accurate records and books of account in which full, true and correct entries will be made in accordance with generally accepted accounting principles consistent with the preparation of the financial statements heretofore delivered to Lender and will maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation depreciation, depletion, and amortization of its propertiesproperties and the properties of its Subsidiaries, all other contingencies, and all other proper reserves reserves; (f) Guarantors will not, and will not permit any of Walden's ▇▇▇▇▇▇▇▇ries to, create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (i) Indebtedness to Lender arising under any of the Note, the Loan Documents and this Guaranty; (ii) current liabilities of Guarantors incurred in the same mannerordinary course of business but not incurred through the borrowing of money or the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (iii) Indebtedness in respect of taxes, assessments and to the same extent, that it has, governmental charges to the extent applicablethat payment therefor shall not at the time be required to be made in accordance with the provisions of subparagraph (b) of this paragraph; (iv) Indebtedness in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which Guarantors shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (v) endorsements for collection, kept deposit or negotiation and maintained its records warranties of products or services, in each case incurred in the ordinary course of business; and books and maintained accounts and reserves for (vi) Indebtedness permitted under Section 8.1 of the foregoing;Credit Agreement. (cg) each Guarantor Guarantors will continue to engage primarily in the businesses now conducted by it; (d) each Guarantor willnot, and will cause not permit any of their respective Subsidiaries to, maintain and keep the properties used create or deemed by it incur or suffer to be useful created or incurred or to exist any Lien; provided that Guarantors and any Subsidiary of Guarantors may create or incur or suffer to be created or incurred or to exist: (i) liens to secure taxes, assessments and other governmental charges or claims for labor, material or supplies in its business respect of obligations not overdue; (ii) liens with respect of judgments or awards, the Indebtedness with respect to which is permitted by subparagraph (f)(iv) of this paragraph; (iii) liens in good repair, working order favor of Lender as ▇▇▇▇▇ity for the Obligations; and condition(iv) liens specifically permitted pursuant to Section 8.2 of the Credit Agreement; (h) Guarantors will not, and make or cause to be made all necessary and proper repairs thereto and replacements thereof; (e) each Guarantor will not make or permit to be madeany of their respective Subsidiaries to, by voluntary or involuntary means, any transfer, dilution or encumbrance of its direct or indirect interest in the Subject Properties, except as expressly permitted in the Loan Agreement; (f) each Guarantor will not become a party to any merger, consolidation or other business combination, or agree to effect any asset acquisition, stock acquisition or other acquisition or dissolution or liquidation, without the prior written consent of Lenderthe Majority Banks, which consent shall not be unreasonably withheld, except (i) the merger or consolidation or one or more of the Subsidiaries of a Guarantor with and into a Guarantor, or (ii) the merger or consolidation of two or more Subsidiaries of a Guarantor; provided, however, that in no event shall the Borrower or any Guarantor be merged, consolidated or combined with or into any Guarantor or any Subsidiary thereof without the prior written consent of the Majority Banks; (i) Walden will not, and will not permit any of its Subsidiaries to, become a party to or agree to or affect any disposition of assets, other than Distributions to its shareholders as expressly permitted in the Loan Credit Agreement; (gj) each Guarantor Walden will not, directly or indirectly, make or permit to be self-directed and made, by voluntary or involuntary means, (i) any sale, assignment, transfer, disposition, mortgage, pledge, hypothecation or encumbrance of its interest in Borrower, WDN Properties, WROP or WDN Operating, Inc., or any dilution of its interest in Borrower, WDN Properties, WROP or WDN Operating, Inc., or (ii) any sale, assignment, transfer, disposition, mortgage, pledge, hypothecation or encumbrance of the interest of Walden Operating, Inc. in WROP, or any dilution of the interest of Walden Operating, Inc. in WROP; (k) WDN Properties will not retain not, directly or indirectly, make or permit to be made, by voluntary or involuntary means, any sale, assignment, transfer, disposition, mortgage, pledge, hypothecation or encumbrance of its interest in Borrower or WROP, or any dilution of its interest in Borrower or WROP; (l) Walden shall contribute or otherwise rely downstream to Borrower any cash or other assets received by Walden from third parties (including, without limitation, the proceeds from any Debt Offering or Equity Offering); (m) Subject to the terms of the Credit Agreement, Walden shall at all times comply with all requirements of applicable laws and regulations necessary to maintain REIT Status and shall operate, and shall cause its Subsidiaries to operate, their respective businesses as described in the Prospectus and in compliance with the terms and conditions of this Guaranty and the other Loan Documents; (n) Subject to Section 8.7 of the Credit Agreement, Walden shall cause all of its Subsidiaries to promptly distribute to Walden (but not less frequently than once each fiscal quarter of Walden), whether in the form of dividends, distributions or otherwise, all profits, proceeds or other income relating to or arising from its Subsidiaries' use, operation, financing, refinancing, sale or other disposition of their respective assets and properties after (a) the payment by each Subsidiary of its Debt Service and operating expenses for such quarter and (b) the establishment of reasonable reserves for the payment of operating expenses not paid on any other Person at least a quarterly basis and capital improvements to make its investment decisions; provided that be made to such Guarantor shall not be prohibited from consulting with investment bankers Subsidiary's assets and other advisors properties approved by such Subsidiary in the ordinary course of business consistent with its businesspast practices; (ho) in the event that a Default shall have occurred and be continuing, such Guarantor shall make no Distributions of any cash flow or proceeds attributable to any Collateral or Subject Properties in which such Guarantor holds a direct or indirect interest, except as expressly permitted in the Loan Agreement; and (i) each Guarantor Guarantors shall at all times comply with all covenants and provisions of the Loan Credit Agreement and the Loan Documents applicable to Guarantors, including without limitation, the provisions of Section 8.7 and Section 9.2 of the Credit Agreement applicable to Walden; and (p) Guarantors will cooperate with Lender an▇ ▇▇▇▇ute such Guarantorfurther instruments and documents as Lender sh▇▇▇ ▇▇asonably request to carry out to their satisfaction the transactions contemplated by this Guaranty and the other Loan Documents.