PROPERTY IS SUBJECT ("REQUIREMENT OF LAW"), OR ANY PROVISION OF ANY SECURITY
ISSUED BY THE GUARANTOR OR OF ANY AGREEMENT, INSTRUMENT OR OTHER UNDERTAKING TO
WHICH THE GUARANTOR IS A PARTY OR BY WHICH IT OR ANY OF ITS PROPERTY IS BOUND
("CONTRACTUAL OBLIGATION"), AND WILL NOT RESULT IN OR REQUIRE THE CREATION OR
IMPOSITION OF ANY LIEN ON ANY OF THE PROPERTIES OR REVENUES OF THE GUARANTOR
PURSUANT TO ANY REQUIREMENT OF LAW OR CONTRACTUAL OBLIGATION OF THE GUARANTOR;
(IV)
THE GUARANTOR HAS THE LEGAL CAPACITY AND THE LEGAL RIGHT TO
EXECUTE AND DELIVER THIS GUARANTEE AND TO PERFORM THE GUARANTOR'S OBLIGATIONS
HEREUNDER;
(V)
IT HAS THE FULL POWER AND AUTHORITY TO ENTER INTO AND CONSUMMATE
ALL TRANSACTIONS CONTEMPLATED BY THIS GUARANTEE, HAS DULY AUTHORIZED THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS GUARANTEE, AND HAS DULY EXECUTED AND
DELIVERED THIS GUARANTEE;
(VI)
THIS GUARANTEE CONSTITUTES A VALID, LEGAL AND BINDING OBLIGATION
OF THE GUARANTOR, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH THE TERMS HEREOF,
SUBJECT TO (A) INSOLVENCY LAWS AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS
GENERALLY, AND (B) GENERAL PRINCIPLES OF EQUITY, REGARDLESS OF WHETHER SUCH
ENFORCEMENT IS CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW;
(VII)
IT IS NOT IN VIOLATION OF, AND ITS EXECUTION AND DELIVERY OF,
PERFORMANCE UNDER AND COMPLIANCE WITH THIS GUARANTEE SHALL NOT CONSTITUTE A
VIOLATION OF, ITS AUTHORITY DOCUMENTS, ANY REQUIREMENT OF LAW, ANY ORDER OR
DECREE OF ANY COURT OR ARBITER, OR ANY ORDER, REGULATION OR DEMAND OF ANY
GOVERNMENTAL AUTHORITY;
(VIII)
NO CONSENT, APPROVAL, ORDER OR AUTHORIZATION OF, FILING WITH, OR
OTHER ACT BY OR IN RESPECT OF, ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY AND NO
CONSENT OF ANY OTHER PERSON (INCLUDING, WITHOUT LIMITATION, ANY CREDITOR OF THE
GUARANTOR) IS REQUIRED IN CONNECTION WITH THE EXECUTION, DELIVERY, PERFORMANCE,
VALIDITY OR ENFORCEABILITY OF THIS GUARANTEE;
(IX)
TO THE KNOWLEDGE OF THE GUARANTOR, NO LITIGATION, INVESTIGATION
OR PROCEEDING OF OR BEFORE ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY IS PENDING
OR THREATENED BY OR AGAINST THE GUARANTOR OR AGAINST ANY OF THE GUARANTOR'S
PROPERTIES OR REVENUES WITH RESPECT TO THIS GUARANTEE OR ANY OF THE TRANSACTIONS
CONTEMPLATED HEREBY;
(X)
TO THE KNOWLEDGE OF THE GUARANTOR, NONE OF THE GUARANTOR, THE
BORROWERS, THE PLEDGORS, ANY OTHER CREDIT PARTY OR ANY PRINCIPAL, DIRECTOR,
PARTNER, MANAGER OR OWNER OF THE FOREGOING (OTHER THAN UNAFFILIATED MINORITY
OWNERS OF PUBLICLY TRADED COMMON STOCK) HAS EVER BEEN CONVICTED OF A CRIME OR IS
THE SUBJECT OF ANY CURRENTLY PENDING OR THREATENED CRIMINAL PROCEEDING THAT, IN
ANY PARTICULAR CASE OR TAKEN COLLECTIVELY, COULD HAVE A MATERIAL ADVERSE EFFECT;
(XI)
EXCEPT AS DISCLOSED IN WRITING TO THE ADMINISTRATIVE AGENT PRIOR
TO THE DATE HEREOF, THE GUARANTOR HAS FILED OR CAUSED TO BE FILED ALL TAX
RETURNS WHICH, TO THE KNOWLEDGE OF THE GUARANTOR, ARE REQUIRED TO BE FILED AND
HAS PAID ALL TAXES SHOWN TO BE DUE AND PAYABLE ON SAID RETURNS OR ON ANY
ASSESSMENTS MADE AGAINST THE GUARANTOR OR ANY OF THE GUARANTOR'S PROPERTY AND
ALL OTHER TAXES, FEES OR OTHER CHARGES