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 GUARANTOR PURSUANT TO ANY REQUIREMENT OF LAW OR
CONTRACTUAL OBLIGATION OF 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 GUARANTOR OR AGAINST ANY OF GUARANTOR'S
PROPERTIES OR REVENUES WITH RESPECT TO THIS GUARANTEE OR ANY OF THE TRANSACTIONS
CONTEMPLATED HEREBY (THAT, IF ADVERSELY DETERMINED, WOULD RESULT IN A MATERIAL
ADVERSE EFFECT); AND
(F)
EXCEPT AS DISCLOSED IN WRITING TO BUYER PRIOR TO THE DATE HEREOF,
GUARANTOR HAS FILED OR CAUSED TO BE FILED ALL TAX RETURNS WHICH, TO THE
KNOWLEDGE OF 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 GUARANTOR'S PROPERTY AND ALL OTHER TAXES, FEES OR OTHER CHARGES IMPOSED ON
HIM OR ANY OF GUARANTOR'S PROPERTY BY ANY GOVERNMENTAL AUTHORITY (OTHER THAN (I)
ANY THE AMOUNT OR VALIDITY OF WHICH ARE CURRENTLY BEING CONTESTED IN GOOD FAITH
BY APPROPRIATE PROCEEDINGS OR (II) THE FAILURE TO DO SO WOULD NOT RESULT IN A
MATERIAL ADVERSE EFFECT); NO TAX LIEN HAS BEEN FILED, AND, TO THE KNOWLEDGE OF
GUARANTOR, NO CLAIM IS BEING ASSERTED, WITH RESPECT TO ANY SUCH TAX, FEE OR
OTHER CHARGE.
Each Guarantor agrees that the foregoing representations and warranties shall be
deemed to have been made by such 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.
BUYER SHALL NOT BY ANY ACT
(EXCEPT BY A WRITTEN INSTRUMENT PURSUANT TO PARAGRAPH 13 HEREOF), DELAY,
INDULGENCE, OMISSION OR OTHERWISE BE DEEMED TO HAVE WAIVED ANY RIGHT OR REMEDY
HEREUNDER OR TO HAVE ACQUIESCED IN ANY DEFAULT OR EVENT OF DEFAULT OR IN ANY
BREACH OF ANY OF THE TERMS AND CONDITIONS HEREOF.
NO FAILURE TO EXERCISE, NOR
ANY DELAY IN EXERCISING, ON THE PART OF BUYER, ANY RIGHT, POWER OR PRIVILEGE
HEREUNDER SHALL OPERATE AS A WAIVER THEREOF.
NO SINGLE OR PARTIAL EXERCISE OF
ANY RIGHT, POWER OR PRIVILEGE HEREUNDER SHALL PRECLUDE ANY OTHER OR FURTHER
EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR PRIVILEGE.
A