AND
NO DELAY IN EXERCISING, ANY RIGHT OR REMEDY HEREUNDER SHALL OPERATE AS OR
CONSTITUTE A WAIVER THEREOF; NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY
RIGHT OR REMEDY HEREUNDER PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE
EXERCISE OF ANY OTHER RIGHT OR REMEDY GRANTED HEREBY OR BY ANY RELATED DOCUMENT
OR BY LAW.
18.
WAIVES ANY AND ALL CLAIMS AGAINST THE LENDER AND DEFENSES TO
PERFORMANCE AND PAYMENT HEREUNDER RELATING IN ANY WAY, DIRECTLY OR INDIRECTLY,
TO THE PERFORMANCE OF THE LENDER'S OBLIGATIONS OR EXERCISE OF ANY OF ITS RIGHTS
UNDER THE NOTES AND THE DOCUMENTS RELATED THERETO.
19.
WARRANTS AND REPRESENTS TO THE LENDER AS FOLLOWS:
A.
ENFORCEABILITY.
THIS GUARANTY CONSTITUTES THE LEGAL, VALID AND
BINDING OBLIGATION OF THE GUARANTOR ENFORCEABLE IN ACCORDANCE WITH ITS TERMS
(SUBJECT, AS TO ENFORCEABILITY, TO LIMITATIONS RESULTING FROM BANKRUPTCY,
INSOLVENCY OR OTHER SIMILAR LAWS AFFECTING CREDITORS' RIGHTS GENERALLY).
B.
LITIGATION.
THERE IS NO ACTION, SUIT OR PROCEEDING PENDING OR,
TO THE KNOWLEDGE OF THE GUARANTOR, THREATENED AGAINST OR AFFECTING THE GUARANTOR
WHICH, IF ADVERSELY DETERMINED, WOULD HAVE A MATERIAL ADVERSE EFFECT (AS DEFINED
IN THE CREDIT AGREEMENT) ON THE GUARANTOR, OR WHICH WOULD QUESTION THE VALIDITY
OF THIS GUARANTY OR ANY
3
INSTRUMENT, DOCUMENT OR OTHER AGREEMENT RELATED HERETO OR REQUIRED HEREBY, OR
IMPAIR THE ABILITY OF THE GUARANTOR TO PERFORM HIS OBLIGATIONS HEREUNDER OR
THEREUNDER.
C.
DEFAULT.
THE GUARANTOR IS NOT IN DEFAULT OF A MATERIAL PROVISION
UNDER ANY MATERIAL AGREEMENT, INSTRUMENT, DECREE OR ORDER TO WHICH HE IS A PARTY
OR BY WHICH HE OR HIS PROPERTY IS BOUND OR AFFECTED.
D.
CONSENTS.
TO THE GUARANTOR'S KNOWLEDGE, NO CONSENT, APPROVAL,
ORDER OR AUTHORIZATION OF, OR REGISTRATION, DECLARATION OR FILING WITH, OR
NOTICE TO, ANY GOVERNMENTAL AUTHORITY OR ANY THIRD PARTY IS REQUIRED IN
CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS GUARANTY OR ANY OF THE
AGREEMENTS OR INSTRUMENTS HEREIN MENTIONED TO WHICH THE GUARANTOR IS A PARTY OR
THE CARRYING OUT OR PERFORMANCE OF ANY OF THE TRANSACTIONS REQUIRED OR
CONTEMPLATED HEREBY OR THEREBY OR, IF REQUIRED, SUCH CONSENT, APPROVAL, ORDER OR
AUTHORIZATION HAS BEEN OBTAINED OR SUCH REGISTRATION, DECLARATION OR FILING HAS
BEEN ACCOMPLISHED OR SUCH NOTICE HAS BEEN GIVEN PRIOR TO THE DATE HEREOF.
E.
TAXES.
THE GUARANTOR HAS FILED ALL TAX RETURNS REQUIRED TO BE
FILED AND HAS PAID ALL TAXES SHOWN THEREON TO BE DUE, INCLUDING INTEREST AND
PENALTIES, WHICH ARE NOT BEING CONTESTED IN GOOD FAITH AND BY APPROPRIATE
PROCEEDINGS AND HAS NO INFORMATION OR KNOWLEDGE OF ANY OBJECTIONS TO OR CLAIMS
FOR ADDITIONAL TAXES IN RESPECT OF FEDERAL INCOME OR EXCESS PROFITS TAX RETURNS
FOR PRIOR YEARS.
20.
AGREES THAT THE LIABILITY OF THE GUARANTOR AND ANY OTHER GUARANTOR
OF THE OBLIGATIONS SHALL BE JOINT AND SEVERAL.
21.
AGREES TO DELIVER TO THE LENDER FINANCIAL INFORMATION AND RELATED
DOCUMENTS AS SET FORTH IN SECTION 5.1 OF THE CREDIT AGREEMENT WITH RESPECT TO
THE GUARANTOR.
22.
AGREES THAT (I) THE GUARANTOR WILL INDIRECTLY BENEFIT BY AND FROM
THE MAKING OF