THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY AND BY GENERAL
PRINCIPLES OF EQUITY (WHETHER ENFORCEMENT IS SOUGHT IN PROCEEDINGS IN EQUITY OR
AT LAW);
(D)
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS GUARANTEE WILL NOT
VIOLATE ANY LAW, TREATY, RULE OR REGULATION OR DETERMINATION OF AN ARBITRATOR, A
COURT OR OTHER GOVERNMENTAL AUTHORITY, APPLICABLE TO OR BINDING UPON THE
GUARANTOR OR ANY OF ITS PROPERTY OR TO WHICH THE GUARANTOR OR ANY OF ITS
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;
(E)
NO LITIGATION, INVESTIGATION OR PROCEEDING OF OR BEFORE ANY
ARBITRATOR OR GOVERNMENTAL AUTHORITY IS PENDING OR, TO THE KNOWLEDGE OF
GUARANTOR, 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; AND
(F)
EXCEPT AS DISCLOSED IN WRITING TO THE BUYER 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
HIM OR ANY OF THE GUARANTOR'S PROPERTY AND ALL OTHER TAXES, FEES OR OTHER
CHARGES IMPOSED ON HIM OR ANY OF THE GUARANTOR'S PROPERTY BY ANY GOVERNMENTAL
AUTHORITY (OTHER THAN ANY THE AMOUNT OR VALIDITY OF WHICH ARE CURRENTLY BEING
CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS); NO TAX LIEN HAS BEEN FILED,
AND, TO THE KNOWLEDGE OF THE GUARANTOR, NO CLAIM IS BEING ASSERTED, WITH RESPECT
TO ANY SUCH TAX, FEE OR OTHER CHARGE.
5
The Guarantor agrees that the foregoing representations and warranties shall be
deemed to have been made by the Guarantor on the date of each Transaction under
the Repurchase Agreement, on and as of such date of the Transaction, as though
made hereunder on and as of such date.
9.
SEVERABILITY.
ANY PROVISION OF THIS GUARANTEE WHICH IS
PROHIBITED OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH JURISDICTION,
BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR UNENFORCEABILITY WITHOUT
INVALIDATING THE REMAINING PROVISIONS HEREOF, AND ANY SUCH PROHIBITION OR
UNENFORCEABILITY IN ANY JURISDICTION SHALL NOT INVALIDATE OR RENDER
UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION.
10.
PARAGRAPH HEADINGS.
THE PARAGRAPH HEADINGS USED IN THIS GUARANTEE
ARE FOR CONVENIENCE OF REFERENCE ONLY AND ARE NOT TO AFFECT THE CONSTRUCTION
HEREOF OR BE TAKEN INTO CONSIDERATION IN THE INTERPRETATION HEREOF.
11.
NO WAIVER; CUMULATIVE REMEDIES.
THE BUYER SHALL NOT BY ANY ACT
(EXCEPT BY A WRITTEN INSTRUMENT PURSUANT TO PARAGRAPH 13 HEREOF), DELAY,
INDULGENCE,