EXECUTION AND DELIVERY THEREOF NOR ITS PERFORMANCE OF OR COMPLIANCE
WITH ANY OF THE TERMS AND PROVISIONS THEREOF WILL VIOLATE ANY FEDERAL OR STATE
LAW OR REGULATION GOVERNING ITS BANKING OR TRUST POWERS OR CONTRAVENE OR RESULT
IN ANY BREACH OF, OR CONSTITUTE ANY DEFAULT UNDER ITS CHARTER OR BYLAWS OR THE
PROVISIONS OF ANY INDENTURE, MORTGAGE, CONTRACT OR OTHER AGREEMENT TO WHICH IT
IS A PARTY OR BY WHICH IT OR ITS PROPERTIES MAY BE BOUND OR AFFECTED. ASSUMING
DUE AUTHORIZATION, EXECUTION AND DELIVERY OF THIS GUARANTY AND EACH OF THE OTHER
LOAN DOCUMENTS BY EACH OF THE PARTIES THERETO (OTHER THAN THE GUARANTOR), THIS
GUARANTY AND EACH OF THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY IS A LEGAL,
VALID AND BINDING OBLIGATION OF THE GUARANTOR, ENFORCEABLE AGAINST THE GUARANTOR
IN ACCORDANCE WITH ITS RESPECTIVE TERMS, EXCEPT AS ENFORCEMENT MAY BE LIMITED BY
THE BANKRUPTCY CODE OF THE UNITED STATES OF AMERICA, AS AMENDED FROM TIME TO
TIME, AND ALL OTHER APPLICABLE LIQUIDATION, CONSERVATORSHIP, BANKRUPTCY,
MORATORIUM, REARRANGEMENT, RECEIVERSHIP, INSOLVENCY, REORGANIZATION, OR SIMILAR
DEBTOR RELIEF LAWS FROM TIME TO TIME IN EFFECT AFFECTING THE RIGHTS OF CREDITORS
GENERALLY.
(C)
LOAN DOCUMENTS. THE GUARANTOR FURTHER REPRESENTS AND WARRANTS TO
THE SECURITY AGENT THAT THE GUARANTOR HAS READ AND UNDERSTANDS THE TERMS AND
CONDITIONS OF THE LOAN DOCUMENTS.
5.
Covenants. The Guarantor covenants and agrees that from and after
the date hereof and so long as Obligations remain unpaid or outstanding:
(A)
LOCATION OF CHIEF EXECUTIVE OFFICES. THE CHIEF EXECUTIVE OFFICE
AND CHIEF PLACE OF BUSINESS (AS SUCH TERMS ARE DEFINED IN ARTICLE 9 OF THE
UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF UTAH) OF THE GUARANTOR ARE
LOCATED AT 79 SOUTH MAIN STREET, SALT LAKE CITY, UTAH 8411.1 AND THE GUARANTOR
AGREES TO GIVE THE SECURITY AGENT AT LEAST THIRTY (30) DAYS' PRIOR WRITTEN
NOTICE OF ANY RELOCATION OF SAID CHIEF EXECUTIVE OFFICE OR CHIEF PLACE OF
BUSINESS FROM ITS PRESENT LOCATION.
(B)
COMPLIANCE WITH LAW. THE GUARANTOR SHALL MAINTAIN ITS CORPORATE
EXISTENCE UNDER AND IN COMPLIANCE WITH ALL APPLICABLE LAWS AND CONDUCT ITS
BUSINESS IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH ALL APPLICABLE LAWS BINDING
ON IT AND ITS OPERATIONS OR ASSETS AND PERFORM ITS OBLIGATIONS UNDER THE LOAN
DOCUMENTS TO WHICH IT IS A PARTY.
K-5
(C)
NO SECURITY INTEREST. THE GUARANTOR AGREES NOT TO CREATE, INCUR,
ASSUME OR SUFFER TO EXIST ANY LIEN ATTRIBUTABLE TO GUARANTOR ON THE EQUIPMENT OR
THE OTHER COLLATERAL (EXCLUDING ANY LIENS SPECIFICALLY PERMITTED UNDER THE LOAN
DOCUMENTS), AND SHALL TAKE ALL NECESSARY ACTION TO REMOVE AND RELEASE ANY SUCH
LIEN AND SHALL REIMBURSE AND INDEMNIFY THE SECURITY AGENT, AND EACH OTHER PARTY
TO ANY OF THE LOAN DOCUMENTS, FOR ANY LOSS INCURRED AS A RESULT OF ANY SUCH
LIEN.
(D)
NO AMENDMENT TO TRUST AGREEMENT. THE GUARANTOR, IN ITS INDIVIDUAL
CAPACITY, AGREES TO PERFORM ITS OBLIGATIONS UNDER THE TRUST AGREEMENT AND
FURTHER AGREES NOT TO AMEND, SUPPLEMENT, MODIFY OR TERMINATE THE TRUST
AGREEMENT, OR REVOKE THE