ORDER AS THE AGENT MAY
DETERMINE, SUBJECT TO THE PROVISIONS OF THE DOCUMENTS.
ANY AND ALL PRESENT AND
FUTURE DEBTS, OBLIGATIONS AND LIABILITIES OF THE COMPANY TO ANY OF THE
UNDERSIGNED ARE HEREBY WAIVED AND POSTPONED IN FAVOR OF, AND SUBORDINATED TO THE
FULL PAYMENT AND PERFORMANCE OF, ALL PRESENT AND FUTURE DEBTS AND OBLIGATIONS OF
THE COMPANY TO THE CREDITOR PARTIES.
SECURITY.
ALL SUMS AT ANY TIME TO THE CREDIT OF THE UNDERSIGNED AND ANY
PROPERTY OF THE UNDERSIGNED IN ANY CREDITOR PARTY'S POSSESSION OR IN THE
POSSESSION OF ANY BANK, FINANCIAL INSTITUTION OR OTHER ENTITY THAT DIRECTLY OR
INDIRECTLY, THROUGH ONE OR MORE INTERMEDIARIES, CONTROLS OR IS CONTROLLED BY, OR
IS UNDER COMMON CONTROL WITH, SUCH CREDITOR PARTY (EACH SUCH ENTITY, AN
"AFFILIATE") SHALL BE DEEMED HELD BY SUCH CREDITOR PARTY OR SUCH AFFILIATE, AS
THE CASE MAY BE, AS SECURITY FOR ANY AND ALL OF THE UNDERSIGNED'S OBLIGATIONS
AND LIABILITIES TO THE CREDITOR PARTIES AND TO ANY AFFILIATE OF THE CREDITOR
PARTIES, NO MATTER HOW OR WHEN ARISING AND WHETHER UNDER THIS OR ANY OTHER
INSTRUMENT, AGREEMENT OR OTHERWISE.
REPRESENTATIONS AND WARRANTIES.
EACH OF THE UNDERSIGNED HEREBY JOINTLY AND
SEVERALLY REPRESENTS AND WARRANTS (ALL OF WHICH REPRESENTATIONS AND WARRANTIES
SHALL SURVIVE UNTIL ALL OBLIGATIONS ARE INDEFEASIBLY SATISFIED IN FULL AND THE
DOCUMENTS HAVE BEEN IRREVOCABLY TERMINATED), THAT:
CORPORATE STATUS.
IT IS A CORPORATION, PARTNERSHIP OR LIMITED LIABILITY
COMPANY, AS THE CASE MAY BE, DULY FORMED, VALIDLY EXISTING AND IN GOOD STANDING
UNDER THE LAWS OF ITS JURISDICTION OF FORMATION INDICATED ON THE SIGNATURE
PAGE HEREOF AND HAS FULL POWER, AUTHORITY AND LEGAL RIGHT TO OWN ITS PROPERTY
AND ASSETS AND TO TRANSACT THE BUSINESS IN WHICH IT IS ENGAGED.
AUTHORITY AND EXECUTION.
IT HAS FULL POWER, AUTHORITY AND LEGAL RIGHT TO
EXECUTE AND DELIVER, AND TO PERFORM ITS OBLIGATIONS UNDER, THIS GUARANTY AND HAS
TAKEN ALL NECESSARY CORPORATE, PARTNERSHIP OR LIMITED LIABILITY COMPANY, AS THE
CASE MAY BE, ACTION TO AUTHORIZE THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
GUARANTY.
LEGAL, VALID AND BINDING CHARACTER.
THIS GUARANTY CONSTITUTES ITS LEGAL, VALID
AND BINDING OBLIGATION ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, EXCEPT AS
ENFORCEABILITY MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM OR OTHER LAWS OF GENERAL APPLICATION AFFECTING THE
ENFORCEMENT OF CREDITOR'S RIGHTS AND GENERAL PRINCIPLES OF EQUITY THAT RESTRICT
THE AVAILABILITY OF EQUITABLE OR LEGAL REMEDIES.
VIOLATIONS.
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS GUARANTY WILL NOT
VIOLATE ANY REQUIREMENT OF LAW APPLICABLE TO IT OR ANY CONTRACT, AGREEMENT OR
INSTRUMENT TO WHICH IT IS A PARTY OR BY WHICH IT OR ANY OF ITS PROPERTY IS BOUND
OR RESULT IN THE CREATION OR IMPOSITION OF ANY MORTGAGE, LIEN OR OTHER
ENCUMBRANCE OTHER THAN IN FAVOR OF THE AGENT, FOR THE RATABLE BENEFIT OF THE
CREDITOR PARTIES, ON ANY OF ITS PROPERTY OR ASSETS PURSUANT TO THE PROVISIONS OF
ANY OF THE FOREGOING, WHICH, IN ANY OF THE FOREGOING CASES, COULD REASONABLY BE
EXPECTED TO HAVE, EITHER INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE
EFFECT.