LEGAL, VALID
AND BINDING OBLIGATION OF THE GUARANTOR, ENFORCEABLE AGAINST THE GUARANTOR IN
ACCORDANCE WITH ITS TERMS, EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY
BANKRUPTCY, INSOLVENCY, MORATORIUM OR SIMILAR LAWS AFFECTING THE ENFORCEMENT OF
CREDITORS' RIGHTS GENERALLY.
(C)
NONE OF THE TRANSACTIONS WILL VIOLATE ANY LAW, RULE, REGULATION, ORDER,
WRIT, JUDGMENT, INJUNCTION, DECREE OR AWARD BINDING ON THE GUARANTOR OR THE
GUARANTOR'S CERTIFICATE OF FORMATION OR LIMITED LIABILITY COMPANY AGREEMENT OR
THE PROVISIONS OF ANY INDENTURE, INSTRUMENT OR AGREEMENT TO WHICH THE GUARANTOR
IS A PARTY OR IS SUBJECT, OR BY WHICH IT, OR ITS PROPERTY, IS BOUND, OR CONFLICT
THEREWITH OR CONSTITUTE A DEFAULT THEREUNDER, OR RESULT IN THE CREATION OR
IMPOSITION OF ANY LIEN IN, OF OR ON THE PROPERTY OF THE GUARANTOR PURSUANT TO
THE TERMS OF ANY SUCH INDENTURE, INSTRUMENT OR AGREEMENT.
NO ORDER, CONSENT,
APPROVAL, LICENSE, AUTHORIZATION, OR VALIDATION OF, OR FILING, RECORDING OR
REGISTRATION WITH, OR EXEMPTION BY, ANY GOVERNMENTAL OR PUBLIC BODY OR
AUTHORITY, OR ANY SUBDIVISION THEREOF, IS REQUIRED TO AUTHORIZE, OR IS REQUIRED
IN CONNECTION WITH THE EXECUTION, DELIVERY AND PERFORMANCE OF, OR THE LEGALITY,
VALIDITY, BINDING EFFECT OR ENFORCEABILITY OF THIS AGREEMENT.
(D)
THE GUARANTOR HAS, TO ITS BEST KNOWLEDGE AND BELIEF, COMPLIED IN ALL
MATERIAL RESPECTS WITH ALL APPLICABLE STATUTES, RULES, REGULATIONS, ORDERS AND
RESTRICTIONS OF ANY DOMESTIC OR FOREIGN GOVERNMENT OR ANY INSTRUMENTALITY OR
AGENCY THEREOF, HAVING JURISDICTION OVER THE CONDUCT OF ITS BUSINESSES OR THE
OWNERSHIP OF ITS PROPERTIES, EXCEPT TO THE EXTENT THAT THE FAILURE TO COMPLY
THEREWITH COULD NOT, IN THE AGGREGATE, BE REASONABLY EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
THE GUARANTOR HAS COMPLIED IN ALL MATERIAL RESPECTS WITH ALL
FEDERAL, STATE, LOCAL AND OTHER STATUTES, ORDINANCES, ORDERS, JUDGMENTS, RULINGS
AND REGULATIONS RELATING TO ENVIRONMENTAL POLLUTION OR TO ENVIRONMENTAL
REGULATION OR CONTROL OR TO EMPLOYEE HEALTH OR SAFETY.
THE GUARANTOR HAS NOT
RECEIVED NOTICE OF ANY MATERIAL FAILURE SO TO COMPLY WHICH COULD REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
THE GUARANTOR'S FACILITIES DO
NOT MANAGE ANY HAZARDOUS WASTES, HAZARDOUS SUBSTANCES, HAZARDOUS MATERIALS,
TOXIC SUBSTANCES, TOXIC POLLUTANTS OR SUBSTANCES SIMILARLY DENOMINATED, AS THOSE
TERMS OR SIMILAR TERMS ARE USED IN THE RESOURCE CONSERVATION AND RECOVERY ACT,
THE COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT, THE
TOXIC SUBSTANCE CONTROL ACT, THE CLEAN AIR ACT, THE CLEAN WATER ACT OR ANY OTHER
APPLICABLE LAW RELATING TO ENVIRONMENTAL POLLUTION OR EMPLOYEE HEALTH AND
SAFETY, IN VIOLATION IN ANY MATERIAL RESPECT OF ANY LAW OR ANY REGULATIONS
PROMULGATED PURSUANT THERETO.
THE GUARANTOR IS AWARE OF NO EVENTS, CONDITIONS
OR CIRCUMSTANCES INVOLVING ENVIRONMENTAL POLLUTION OR CONTAMINATION OR EMPLOYEE
HEALTH OR SAFETY THAT COULD REASONABLY BE EXPECTED TO RESULT IN LIABILITY ON THE
PART OF THE GUARANTOR WHICH COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL
ADVERSE EFFECT.
(E)
EXCEPT FOR ANY DISCLOSED MATTER, THERE IS NO LITIGATION, ARBITRATION,
GOVERNMENTAL INVESTIGATION, PROCEEDING OR INQUIRY PENDING OR, TO THE KNOWLEDGE
OF ANY OF ITS OFFICERS, THREATENED AGAINST OR AFFECTING THE GUARANTOR THAT
(I) IS REQUIRED TO BE