THE CREATION OR IMPOSITION OF ANY LIEN ON ANY OF ITS
PROPERTY, ASSETS OR REVENUES PURSUANT TO THE PROVISIONS OF ANY SUCH MORTGAGE,
INDENTURE, LEASE, CONTRACT OR OTHER AGREEMENTS, INSTRUMENT OR UNDERTAKING;
(D)
NO LITIGATION, INVESTIGATION OR ADMINISTRATIVE PROCEEDING OF OR
BEFORE ANY COURT, ARBITRATOR OR GOVERNMENTAL AUTHORITY IS PENDING OR, TO THE
GUARANTOR'S KNOWLEDGE, THREATENED AGAINST THE GUARANTOR WHICH IF DECIDED
ADVERSELY TO THE GUARANTOR, WOULD MATERIALLY AFFECT THE
3
CONDITION (FINANCIAL OR OTHERWISE), BUSINESS OR OPERATIONS OF THE GUARANTOR, OR
THE ABILITY OF THE GUARANTOR TO PERFORM ITS OBLIGATIONS UNDER THIS GUARANTY;
(E)
ALL APPROVALS, AUTHORIZATIONS, CONSENTS, ORDERS OR OTHER ACTIONS
OF ANY PERSON, CORPORATION OR OTHER ORGANIZATION, OR OF ANY COURT, GOVERNMENTAL
AGENCY OR BODY OR OFFICIAL, REQUIRED IN CONNECTION WITH THE EXECUTION, DELIVERY
AND PERFORMANCE OF THIS GUARANTY BY THE GUARANTOR, HAVE BEEN TAKEN OR OBTAINED
ON OR PRIOR TO THE EFFECTIVE DATE;
(F)
THE FINANCIAL STATEMENTS OF GUARANTOR DATED AS OF DECEMBER 31,
2001 (AUDITED), A COPY OF WHICH HAVE BEEN FURNISHED TO THE DEAL AGENT, FAIRLY
PRESENT THE FINANCIAL POSITION AND RESULTS OF OPERATIONS FOR GUARANTOR FOR THE
DATES AND PERIODS PURPORTED TO BE COVERED THEREBY, ALL IN ACCORDANCE WITH GAAP,
AND THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN THE FINANCIAL POSITION OR
OPERATIONS OF GUARANTOR SINCE THE DATE OF SUCH FINANCIAL STATEMENTS; AND
(G)
GUARANTOR IS NOT INSOLVENT AS OF THE EFFECTIVE DATE AND THE
INCURRENCE OF GUARANTOR'S OBLIGATIONS UNDER THIS GUARANTY WILL NOT CAUSE
GUARANTOR: (I) TO BECOME INSOLVENT; (II) TO BE LEFT WITH UNREASONABLY SMALL
CAPITAL FOR ANY BUSINESS OR TRANSACTION IN WHICH GUARANTOR IS PRESENTLY ENGAGED
OR PLANS TO BE ENGAGED; OR (III) TO BE UNABLE TO PAY ITS DEBTS AS SUCH DEBTS
MATURE.
SECTION 6.
CONSENTS.
GUARANTOR HEREBY CONSENTS THAT ANY OR ALL OF
THE FOLLOWING ACTIONS MAY BE TAKEN OR THINGS DONE WITHOUT NOTICE TO GUARANTOR
AND WITHOUT AFFECTING THE LIABILITY OF GUARANTOR UNDER THIS GUARANTY:
A.
THE TIME FOR ISSUER'S PERFORMANCE OF OR COMPLIANCE WITH ANY OF THE
TERMS OF THE GUARANTEED INDEBTEDNESS MAY BE ACCELERATED (UPON AN EVENT OF
DEFAULT), OR EXTENDED OR SUCH PERFORMANCE OR COMPLIANCE MAY BE WAIVED BY THE
DEAL AGENT (INCLUDING, WITHOUT LIMITATION, THE RENEWAL, EXTENSION, ACCELERATION
(UPON AN EVENT OF DEFAULT) OR OTHER CHANGE IN THE TIME OF PAYMENT, OR OTHER
TERMS OF, THE GUARANTEED INDEBTEDNESS, SUCH AS AN INCREASE OR DECREASE IN THE
RATE OF INTEREST THEREON); AND
B.
THE TERMS OF ANY OF THE GUARANTEED INDEBTEDNESS OR ANY TERM OR
CONDITION IN THE INDENTURE MAY BE AMENDED AS PROVIDED FOR THEREIN BY THE ISSUER
AND DEAL AGENT, AS THE CASE MAY BE, FOR THE PURPOSE OF ADDING ANY PROVISIONS
THERETO OR CHANGING IN ANY MANNER THE RIGHTS OR OBLIGATIONS OF ISSUER AND/OR
DEAL AGENT THEREUNDER.
SECTION 7.
DUE DILIGENCE.
GUARANTOR ACKNOWLEDGES THAT IT HAS,
INDEPENDENTLY OF AND WITHOUT RELIANCE ON THE DEAL AGENT, MADE ITS OWN CREDIT
ANALYSIS OF ISSUER AND PERFORMED ITS OWN LEGAL REVIEW OF THIS GUARANTY, THE
INDENTURE, THE CONTRIBUTION AND SALE AGREEMENT, THE