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