Common use of Representations and Warranties of the Guarantor Clause in Contracts

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants to the Guaranteed Party, as follows: (a) The Guarantor is a corporation, validly existing and in good standing under laws of the State of Colorado. (b) The Guarantor has full power, authority and legal right to execute and deliver this Guaranty and to perform its obligations hereunder. (c) The execution, delivery and performance of this Guaranty have been duly authorized by all necessary corporate action on the part of the Guarantor. (d) This Guaranty has been duly executed and delivered by the Guarantor and constitutes the legal, valid and binding obligation of the Guarantor, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally or by general principles of equity. (e) All consents, authorizations, approvals and clearances (including, without limitation, any necessary exchange control approval) and notifications, reports and registrations requisite for its due execution, delivery and performance of this Guaranty have been obtained from or, as the case may be, filed with the relevant Governmental Authorities having jurisdiction and remain in full force and effect and all conditions thereof have been duly complied with and no other action by, and no notice to or filing with, any Governmental Authority having jurisdiction is required for such execution, delivery or performance. (f) The execution and delivery by the Guarantor of this Guaranty do not and the performance by Guarantor of its obligations hereunder will not, (i) violate or require any filing or notice under any Law applicable to Guarantor (other than the filing of this Guaranty with the United States Securities and Exchange Commission under the federal securities laws applicable to U.S. public companies), (ii) conflict with or cause a breach of any provision in the certificate of incorporation, by-laws or other organizational document of Guarantor, or (iii) cause a breach of, constitute a default under, cause the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any authorization, consent, waiver or approval under any contract, license, instrument, decree, judgment or other arrangement to which Guarantor is a party or under which it is bound or to which any of its assets are subject (or result in the imposition of a Lien, other than Permitted Liens, upon any such assets) except (in the case of this clause (iii)) for any that would not reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants to the Guaranteed Party, as followsthat: (a) The Guarantor it is a corporation, corporation duly incorporated and validly existing and in good standing under the laws of the State of Colorado.Colorado and has the corporate power and authority to execute, deliver and carry out the terms and provisions of this Guaranty; (b) The Guarantor neither the execution and delivery by it of this Guaranty, nor compliance with the provisions hereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on it, or (ii) its articles or certificate of incorporation or by-laws, or (iii) the provisions of any indenture, instrument or agreement to which it is a party or is subject, or by which it is bound, or conflict with or constitute a default thereunder. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has full powernot been obtained by it, authority is required to be obtained by it in connection with the execution and legal right to execute and deliver delivery of this Guaranty and to perform or the performance by it of its obligations hereunder.hereunder or the legality, validity, binding effect or enforceability of this Guaranty; (c) The execution, delivery and performance of this Guaranty have been duly authorized by all necessary corporate action on the part of the Guarantor. (d) This Guaranty has been duly executed and delivered by the Guarantor and constitutes the legal, a valid and legally binding obligation agreement of the Guarantor, enforceable against it in accordance with its terms, except as the enforceability of this Guaranty may be limited by the effect of any applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws affecting effecting creditors’ rights generally or and by general principles of equity. (e) All consents, authorizations, approvals and clearances (including, without limitation, any necessary exchange control approval) and notifications, reports and registrations requisite for its due execution, delivery and performance of this Guaranty have been obtained from or, as the case may be, filed with the relevant Governmental Authorities having jurisdiction and remain in full force and effect and all conditions thereof have been duly complied with and no other action by, and no notice to or filing with, any Governmental Authority having jurisdiction is required for such execution, delivery or performance. (f) The execution and delivery by the Guarantor of this Guaranty do not and the performance by Guarantor of its obligations hereunder will not, (i) violate or require any filing or notice under any Law applicable to Guarantor (other than the filing of this Guaranty with the United States Securities and Exchange Commission under the federal securities laws applicable to U.S. public companies), (ii) conflict with or cause a breach of any provision in the certificate of incorporation, by-laws or other organizational document of Guarantor, or (iii) cause a breach of, constitute a default under, cause the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any authorization, consent, waiver or approval under any contract, license, instrument, decree, judgment or other arrangement to which Guarantor is a party or under which it is bound or to which any of its assets are subject (or result in the imposition of a Lien, other than Permitted Liens, upon any such assets) except (in the case of this clause (iii)) for any that would not reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants to the Guaranteed Party, as follows: (a) The Guarantor is a corporation, validly existing and in good standing under laws of the State of ColoradoDelaware. (b) The Guarantor has full power, authority and legal right to execute and deliver this Guaranty and to perform its obligations hereunderhereunder and under the Transaction Documents to which it is a party. (c) The execution, delivery and performance of this Guaranty have been duly authorized by all necessary corporate action on the part of the Guarantor. (d) This Guaranty has been duly executed and delivered by the Guarantor and constitutes the legal, valid and binding obligation of the Guarantor, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally or by general principles of equity. (e) All consents, authorizations, approvals and clearances (including, without limitation, any necessary exchange control approval) and notifications, reports and registrations requisite for its due execution, delivery and performance of this Guaranty have been obtained from or, as the case may be, filed with the relevant Governmental Authorities governmental authorities having jurisdiction and remain in full force and effect and all conditions thereof have been duly complied with and no other action by, and no notice to or filing with, any Governmental Authority governmental authority having jurisdiction is required for such execution, delivery or performance. (f) The execution and delivery by the Guarantor of this Guaranty do not and the performance by Guarantor of its obligations hereunder will not, (i) violate or require any filing or notice under of any Law Legal Requirement applicable to Guarantor (other than the filing of this Guaranty with the United States Securities and Exchange Commission under the federal securities laws applicable to U.S. public companies)Guarantor, (ii) conflict with or cause a breach of any provision in the certificate of incorporation, by-laws bylaws or other organizational document of Guarantor, or (iii) cause a breach of, constitute a default under, cause the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any authorization, consent, waiver or approval under any contract, license, instrument, decree, judgment or other arrangement to which Guarantor is a party or under which it is bound or to which any of its assets are subject (or result in the imposition of a Lien, other than Permitted Liens, upon any such assets) except (in the case of this clause (iii)) for any that would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on Guarantor; and (g) Guarantor owns of record and beneficially 100% of the membership interests of Clean Technologies II.

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants to the Guaranteed Party, as followsthat: (a) The Guarantor is a corporationcorporation duly organized, validly existing and in good standing under the laws of the State of Colorado. (b) Delaware. The Guarantor has the full power and authority, corporate or otherwise, to guaranty the Obligations and has the power, authority authority, franchises and legal right licenses (i) to execute own its properties and assets and to carry on and conduct its business and (ii) to execute, enter into and deliver this Guaranty Agreement and to perform all of its obligations hereunder. (c) . The execution, delivery and performance of this Guaranty Agreement by the Guarantor have been duly authorized by all necessary corporate action on the part of the Guarantor. (d) This Guaranty corporate, shareholder or other action, and this Agreement has been duly and validly executed and delivered by the Guarantor and constitutes the is legal, valid and binding obligation on and enforceable against the Guarantor in accordance with its terms except as such enforceability may be subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general principles of equity. Any requisite consents of third parties to the execution and delivery of this Agreement and the performance of the obligations or transactions contemplated hereby have been obtained. (b) Neither the execution or delivery of this Agreement, nor the consummation of the transactions contemplated hereby, nor the compliance with or performance of the terms and conditions of this Agreement by the Guarantor is prevented by, limited by, conflicts with or will result in a breach or violation of or a default under the terms, conditions or provisions of (i) its certificate of incorporation or by-laws, (ii) any material mortgage, security agreement, indenture, loan agreement or other agreement or instrument to which the Guarantor is a party or by which it is bound or (iii) any provision of law, any order of any court or administrative agency or any rule or regulation applicable to the Guarantor or its business. As of the date hereof, the Guarantor is not in default under or in violation of any of its material obligations under any material contract, agreement or undertaking to which it is a party or by which it is bound. (c) As of the date hereof, there is no action, proceeding or investigation pending with regard to which the Guarantor has received service of process or, to the Guarantor's knowledge, threatened against the Guarantor before any court or administrative agency that, in the reasonable and good faith judgment of the Guarantor, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally or by general principles of equity. (e) All consents, authorizations, approvals and clearances (including, without limitation, any necessary exchange control approval) and notifications, reports and registrations requisite for its due execution, delivery and performance of this Guaranty have been obtained from or, as the case may be, filed with the relevant Governmental Authorities having jurisdiction and remain in full force and effect and all conditions thereof have been duly complied with and no other action by, and no notice to or filing with, any Governmental Authority having jurisdiction is required for such execution, delivery or performance. (f) The execution and delivery by the Guarantor of this Guaranty do not and the performance by Guarantor of its obligations hereunder will not, (i) violate or require any filing or notice materially and adversely affect the ability of the Guarantor to perform its obligations under any Law applicable to Guarantor (other than the filing of this Guaranty with the United States Securities and Exchange Commission under the federal securities laws applicable to U.S. public companies)Agreement, (ii) conflict with or cause a breach of result in any provision material adverse change in the certificate business, properties, assets or financial condition of incorporation, by-laws or other organizational document of the Guarantor, or (iii) cause a breach ofadversely affect the enforceability of this Agreement. (d) As of the date hereof, constitute a default under, cause the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any authorization, consent, waiver or approval under any contract, license, instrument, decree, judgment or other arrangement to which Guarantor is a party the owner, directly or under which it is bound or to which any indirectly, of its assets are subject (or result in 100% of the imposition issued and outstanding membership interests of a Lien, other than Permitted Liens, upon any such assets) except (in the case of this clause (iii)) for any that would not reasonably be expected to have a Material Adverse EffectSeller.

Representations and Warranties of the Guarantor. 3.01 The Guarantor hereby represents and warrants to the Guaranteed Party, as followsthat: (a) The Guarantor It is a corporation, duly organized and validly existing and in good standing under the laws of the State jurisdiction under which it is organized and is duly qualified to do business and is in good standing in every other jurisdiction as to which the nature of Coloradothe business conducted by it makes such qualification necessary and has obtained all necessary licenses, permits, charters, registrations and approvals necessary for the conduct of its business as currently conducted and the performance of its obligations under the Program Documents or any failure to obtain such license, permit, charter, registration or approval will not cause a Material Adverse Effect or impair the enforceability of any Loan. (b) The Guarantor It has the full power, authority and legal right to execute execute, deliver and deliver this Guaranty and to perform its obligations hereunder. (c) The execution, delivery and performance of under this Guaranty have been duly authorized by all necessary corporate action on the part of the Guarantor. (d) Guaranty. This Guaranty has been duly executed and delivered by the Guarantor it, has not been amended or otherwise modified, is in full force and constitutes effect and is the legal, valid and binding obligation of the Guarantor, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ the rights of creditors generally or by and to the application of general principles of equityequity (regardless of whether considered in a proceeding in equity or at law). (c) Neither the execution and delivery of this Guaranty nor the consummation of the transactions contemplated herein will conflict with or result in a breach of, or require any consent under, any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any material agreement or instrument to which the Guarantor is a party or by which the Guarantor or its property is bound or to which the Guarantor is subject, or constitute a default under any such material agreement or instrument, or (except for the liens created pursuant hereto) result in the creation or imposition of any lien or encumbrance upon the Guarantor’s revenues or assets pursuant to the terms of any such material agreement or instrument. (d) The Guarantor has received and reviewed copies of the Program Documents. (e) All consentsThere is no action, authorizationssuit or proceeding at law or in equity by or before any governmental authority, approvals and clearances (includingarbitral tribunal or other body now pending, without limitationor to the best of the Guarantor’s knowledge, any necessary exchange control approval) and notifications, reports and registrations requisite for its due execution, delivery and performance of this Guaranty have been obtained from or, as the case may be, filed with the relevant Governmental Authorities having jurisdiction and remain in full force and effect and all conditions thereof have been duly complied with and no other action by, and no notice to threatened against or filing with, any Governmental Authority having jurisdiction is required for such execution, delivery or performance. (f) The execution and delivery by affecting the Guarantor of this Guaranty do not and the performance by Guarantor of its obligations hereunder will not, (i) violate or require any filing or notice under any Law applicable to Guarantor (other than the filing of this Guaranty with the United States Securities and Exchange Commission under the federal securities laws applicable to U.S. public companies), (ii) conflict with or cause a breach of any provision in the certificate of incorporation, by-laws or other organizational document of Guarantor, or (iii) cause a breach of, constitute a default under, cause the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any authorization, consent, waiver or approval under any contract, license, instrument, decree, judgment or other arrangement to which Guarantor is a party or under which it is bound or to which any of its assets are subject (or result in the imposition property which is reasonably likely to be adversely determined and which, if adversely determined would have a reasonable likelihood of a Lien, other than Permitted Liens, upon any such assets) except (in the case of this clause (iii)) for any that would not reasonably be expected to have having a Material Adverse Effect.

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants to the Guaranteed Party, as follows: (a) The Guarantor is a corporation, validly existing and in good standing under laws of the State of Colorado. (b) The Guarantor has full power, authority and legal right to execute and deliver this Guaranty Guarantee and to perform its obligations hereunder. (c) The execution, delivery and performance of this Guaranty Guarantee have been duly authorized by all necessary corporate action on the part of the Guarantor. (d) This Guaranty Guarantee has been duly executed and delivered by the Guarantor and constitutes the legal, valid and binding obligation of the Guarantor, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally or by general principles of equity. (e) All consents, authorizations, approvals and clearances (including, without limitation, including any necessary exchange control approval) and notifications, reports and registrations requisite for its due execution, delivery and performance of this Guaranty Guarantee have been obtained from or, as the case may be, filed with the relevant Governmental Authorities Bodies having jurisdiction and remain in full force and effect and all conditions thereof have been duly complied with and no other action by, and no notice to or filing with, any Governmental Authority Body having jurisdiction is required for such execution, delivery or performance. (f) The execution and delivery by the Guarantor of this Guaranty Guarantee do not and the performance by Guarantor of its obligations hereunder will not, (i) violate or require any filing or notice under any Law law applicable to Guarantor (other than the filing of this Guaranty Guarantee with the United States Securities and Exchange Commission under the federal securities laws applicable to U.S. public companies, if applicable), (ii) conflict with or cause a breach of any provision in the certificate of incorporation, by-laws bylaws or other organizational document of Guarantor, or (iii) cause a breach of, constitute a default under, cause the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any authorization, consent, waiver or approval under any contract, license, instrument, decree, judgment or other arrangement to which Guarantor is a party or under which it is bound or to which any of its assets are subject (or result in the imposition of a Lien, other than Permitted Liens, Lien upon any such assets) except (in the case of this clause (iii)) for any that would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on Guarantor’s ability to perform its obligations under this Guarantee.

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants to the Guaranteed Party, as follows: (a) The Guarantor is a corporationPerson duly organized, validly existing and in good standing under the laws of the State jurisdiction of Coloradoits formation. (b) The Guarantor has full power, authority and legal right to execute and deliver this Guaranty and to perform its obligations hereunder. (c) The execution, delivery and performance by the Guarantor of this Guaranty each Loan Document to which it is a party and to be delivered by it, and the consummation of the transactions contemplated hereby, are within the Guarantor’s corporate or other powers, have been duly authorized by all necessary corporate action or other action, and do not contravene (i) the Guarantor’s charter or code of regulations or comparable organizational documents or (ii) any applicable law or any contractual restriction in any material contract or, to the knowledge of the chief financial officer of the Guarantor, any other contract the breach of which would limit the ability of the Guarantor to perform its obligations under any Loan Document, binding on the part of or affecting the Guarantor. (dc) This Guaranty has been duly executed and delivered by the Guarantor and constitutes the legal, valid and binding obligation of the Guarantor, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency No authorization or other similar laws affecting creditors’ rights generally approval or by general principles of equity. (e) All consents, authorizations, approvals and clearances (including, without limitation, any necessary exchange control approval) and notifications, reports and registrations requisite for its due execution, delivery and performance of this Guaranty have been obtained from or, as the case may be, filed with the relevant Governmental Authorities having jurisdiction and remain in full force and effect and all conditions thereof have been duly complied with and no other action by, and no notice to or filing with, any Governmental Authority having jurisdiction governmental authority or regulatory body or any other third party is required for such the due execution, delivery and performance by the Guarantor of any Loan Document to which it is a party and to be delivered by it or performancefor the consummation of the transactions contemplated hereby, other than authorizations, approvals, actions, notices or filings (i) that have been duly obtained, taken, given or made and are in full force and effect or (ii) as to which the failure to obtain, take, give or make would not reasonably be likely to result in a Material Adverse Effect. (d) This Agreement has been duly executed and delivered by the Guarantor. This Agreement is the legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or law). (e) The Consolidated balance sheet of the Guarantor and its Subsidiaries as at December 31, 2008, and the related Consolidated statements of income and cash flows of the Guarantor and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of Deloitte & Touche LLP, independent public accountants, and the Consolidated balance sheet of the Guarantor and its Subsidiaries as at March 31, 2009, and the related Consolidated statements of income and cash flows of the Guarantor and its Subsidiaries for the three months then ended, duly certified by the chief financial officer of the Guarantor, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheet as at March 31, 2009, and said statements of income and cash flows for the three months then ended, to year-end audit adjustments, the Consolidated financial condition of the Guarantor and its Subsidiaries as at such dates and the Consolidated results of the operations of the Guarantor and its Subsidiaries for the periods ended on such dates, all in accordance with GAAP consistently applied. Since December 31, 2008, there has been no Material Adverse Change. (f) The execution and delivery by There is no pending or, to the Guarantor’s knowledge, threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting the Guarantor of this Guaranty do not and the performance by Guarantor or any of its obligations hereunder will notSubsidiaries before any court, governmental agency or arbitrator that (i) violate or require any filing or notice under any Law applicable to Guarantor (other than the filing of this Guaranty with the United States Securities and Exchange Commission under the federal securities laws applicable to U.S. public companies), (ii) conflict with or cause a breach of any provision in the certificate of incorporation, by-laws or other organizational document of Guarantor, or (iii) cause a breach of, constitute a default under, cause the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any authorization, consent, waiver or approval under any contract, license, instrument, decree, judgment or other arrangement to which Guarantor is a party or under which it is bound or to which any of its assets are subject (or result in the imposition of a Lien, other than Permitted Liens, upon any such assets) except (in the case of this clause (iii)) for any that would not be reasonably be expected likely to have a Material Adverse EffectEffect (other than the Disclosed Litigation) or (ii) purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status, or financial effect on the Guarantor or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (g) Any information, exhibit or report that has been or will hereafter be furnished by or on behalf of the Guarantor to the Agent or any Lender in connection with the negotiation and syndication of this Agreement or pursuant to the terms of this Agreement is and will be when furnished, taken as a whole, complete and correct in all material respects and does not and will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading in light of the circumstances under which such statements were or are made. (h) The Guarantor is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (i) The Guarantor is not an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. (j) The Guarantor is, individually and together with its Subsidiaries, Solvent. “Solvent” means, with respect to any Person on a particular date, that on such date (i) the fair value of the property of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (ii) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (iii) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (iv) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants to the Guaranteed Party, as followseach Holder that: (a) The Guarantor is a corporationlimited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign limited liability company and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the State failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on (1) the ability of Colorado. the Guarantor to perform its obligations under this Guaranty, or (b2) the validity or enforceability of this Guaranty (herein in this Section 5, a "Material Adverse Effect"). The Guarantor has full powerthe power and authority to own or hold under lease the properties it purports to own or hold under lease, authority and legal right to transact the business it transacts, to execute and deliver this Guaranty and to perform the provisions hereof. (b) This Guaranty has been duly authorized by all necessary organizational action on the part of the Guarantor or the Company, as the case may be, and this Guaranty constitutes a legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its obligations hereunderterms, except as such enforceability may be limited by (1) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or other similar laws affecting the enforcement of creditors' rights generally and (2) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) The execution, delivery and performance of this Guaranty have been duly authorized by all necessary corporate action on the part of the Guarantor. (d) This Guaranty has been duly executed and delivered by the Guarantor and constitutes the legal, valid and binding obligation of the Guarantor, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally or by general principles of equity. (e) All consents, authorizations, approvals and clearances (including, without limitation, any necessary exchange control approval) and notifications, reports and registrations requisite for its due execution, delivery and performance of this Guaranty have been obtained from or, as the case may be, filed with the relevant Governmental Authorities having jurisdiction and remain in full force and effect and all conditions thereof have been duly complied with and no other action by, and no notice to or filing with, any Governmental Authority having jurisdiction is required for such execution, delivery or performance. (f) The execution and delivery by the Guarantor of this Guaranty do will not and the performance by Guarantor of its obligations hereunder will not(1) contravene, (i) violate or require result in any filing or notice under any Law applicable to Guarantor (other than the filing of this Guaranty with the United States Securities and Exchange Commission under the federal securities laws applicable to U.S. public companies), (ii) conflict with or cause a breach of any provision in the certificate of incorporation, by-laws or other organizational document of Guarantor, or (iii) cause a breach of, or constitute a default under, cause the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any authorization, consent, waiver or approval under any contract, license, instrument, decree, judgment or other arrangement to which Guarantor is a party or under which it is bound or to which any of its assets are subject (or result in the imposition creation of a Lienany Lien in respect of any property of the Guarantor under its corporate charter or by-laws, or other than Permitted Liensequivalent formation or governing document, upon any such assets) or except (for contraventions, breaches or defaults which could not, individually or in the case of this clause (iii)) for any that would not aggregate, reasonably be expected to have a Material Adverse Effect, under any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, or any other agreement or instrument to which the Guarantor or any of its subsidiaries is bound or by which the Guarantor or any of its subsidiaries or any of their respective properties may be bound or affected, (2) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Guarantor or (3) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Guarantor. (d) No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Guarantor of this Guaranty. (e) Subject to the limitation set forth in Section 2(b) of this Guaranty, the Guarantor has assets which exceed the aggregate amount of its liabilities, has capital not unreasonably small in relation to its business or any contemplated or undertaken transaction and has assets having a value both at fair valuation and at present fair salable value (under normal business conditions) greater than the amount required to pay its liabilities (including contingent and unliquidated liabilities) as they become due and greater than the amount that will be required to pay its probable liability on its existing liabilities as they become absolute and matured. The Guarantor does not intend to incur, or believe that it will incur, debts beyond its ability to pay such debts as they become due. Subject to the limitation set forth in Section 2(b) of this Guaranty, the Guarantor will not be rendered insolvent by the execution and delivery of, and performance of its obligations under, this Guaranty. The Guarantor does not intend to hinder, delay or defraud its creditors by or through the execution and delivery of, or performance of its obligations under, this Guaranty.

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants to the Guaranteed Party, as follows: (a) The Guarantor that it is a corporation, duly organized and validly existing and in good standing under the laws of the State jurisdiction under which it is organized and is duly qualified to do business and is in good standing in every other jurisdiction as to which the nature of Colorado. the business conducted by it makes such qualification necessary, (b) The Guarantor that it has full powerthe power and authority to enter into and perform this Guaranty, authority and legal right to execute and deliver this Guaranty and to perform its obligations hereunder. (c) The that the execution, delivery and performance of this Guaranty by it have been duly authorized by all necessary corporate proper action on the part and are not in contravention of law or of the Guarantor. terms of its organizational documents, or any agreement, instrument, indenture or other undertaking to which it is a party or by which it is bound, and (d) This that all registrations and approvals of any governmental agency, department or commission necessary for the execution, delivery and performance of this Guaranty has and for the validity and enforceability thereof, have been duly executed obtained and delivered by the are in full force and effect. The Guarantor hereby represents and constitutes warrants (x) that this Guaranty is the legal, valid and binding obligation of the Guarantor, enforceable against it the Guarantor in accordance with its terms, except as enforceability may be limited by subject to bankruptcy, insolvency or other and similar laws affecting creditors’ rights generally and to the availability of equitable remedies, (y) that except as previously disclosed to Buyer no legal proceedings are pending, or by general principles of equity. (e) All consentsthreatened, authorizationsbefore any court or governmental agency which would adversely affect its financial condition, approvals and clearances (including, without limitation, operations or any necessary exchange control approval) and notifications, reports and registrations requisite for licenses or its due execution, delivery and performance of ability to perform under this Guaranty have been obtained from or, as the case may be, filed with the relevant Governmental Authorities having jurisdiction and remain in full force and effect and all conditions thereof have been duly complied with and no other action byGuaranty, and no notice to or filing with, any Governmental Authority having jurisdiction is required for such execution, delivery or performance. (fz) The execution and delivery by that the Guarantor has received and reviewed copies of this Guaranty do not and the performance by Guarantor of its obligations hereunder will not, (i) violate or require any filing or notice under any Law applicable to Guarantor (other than the filing of this Guaranty with the United States Securities and Exchange Commission under the federal securities laws applicable to U.S. public companies), (ii) conflict with or cause a breach of any provision in the certificate of incorporation, by-laws or other organizational document of Guarantor, or (iii) cause a breach of, constitute a default under, cause the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any authorization, consent, waiver or approval under any contract, license, instrument, decree, judgment or other arrangement to which Guarantor is a party or under which it is bound or to which any of its assets are subject (or result in the imposition of a Lien, other than Permitted Liens, upon any such assets) except (in the case of this clause (iii)) for any that would not reasonably be expected to have a Material Adverse EffectMaster Repurchase Agreement.

Representations and Warranties of the Guarantor. Article 9 The Guarantor hereby represents and warrants to the Guaranteed Party, Grantor as follows: (a) 1. The Guarantor is a corporation, legal person entity/other organization incorporated and validly existing and in good standing under the laws of the State PRC with independent capacity for civil acts, and has all power, authorization and authority to bear civil liability to the extent of Coloradoall of its assets and to carry out its business activities. (b) 2. The Guarantor has full power, authorization and authority to execute this Contract and consummate the transactions contemplated hereby, and has taken or obtained all acts of a legal right person and other actions and consents necessary for the execution and performance of this Contract. This Contract has been duly signed and sealed with corporate seal by the legal representative or attorney-in-fact of the Guarantor. 3. The Guarantor has carefully read and fully understood the content of this Contract and the Master Contract and is willing to execute and deliver perform this Guaranty Contract, and all expression of its intention set forth herein is true. 4. All documents, materials, statements and evidence provided by the Guarantor to the Grantor are accurate, true, complete and valid, and the duplicate copies of the documents provided are consistent with the originals thereof. 5. The Guarantor has obtained all governmental approvals and other party consents necessary for the execution of this Contract, and the execution and performance of this Contract by the Guarantor does not violate any legal person organization document/approval document (if any ) or any other contract or agreement to which it is a party. The guarantee hereunder is not subject to any restriction. 6. In order to ensure that this Contract is legal, valid and enforceable, the Guarantor shall or will have completed all necessary registrations, filings or notarization procedures. 7. This Contract is legal and valid and constitutes a legally binding obligation of the Guarantor. 8. There are no actions, arbitrations or administrative proceedings involving the Guarantor or any of its material operating assets which would have a material adverse effect on the financial position of the Guarantor or its ability to perform its obligations hereunder. (c) 9. No event of default has occurred or is continuing. Article 10 The execution, delivery representations and performance of this Guaranty have been duly authorized by all necessary corporate action on the part warranties of the Guarantor. (d) This Guaranty has been duly executed Guarantor set forth above shall at all times be accurate and delivered true during the effective term hereof, and the Guarantor shall provide any further documents from time to time as requested by the Guarantor and constitutes the legal, valid and binding obligation of the Guarantor, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally or by general principles of equityGrantor. (e) All consents, authorizations, approvals and clearances (including, without limitation, any necessary exchange control approval) and notifications, reports and registrations requisite for its due execution, delivery and performance of this Guaranty have been obtained from or, as the case may be, filed with the relevant Governmental Authorities having jurisdiction and remain in full force and effect and all conditions thereof have been duly complied with and no other action by, and no notice to or filing with, any Governmental Authority having jurisdiction is required for such execution, delivery or performance. (f) The execution and delivery by the Guarantor of this Guaranty do not and the performance by Guarantor of its obligations hereunder will not, (i) violate or require any filing or notice under any Law applicable to Guarantor (other than the filing of this Guaranty with the United States Securities and Exchange Commission under the federal securities laws applicable to U.S. public companies), (ii) conflict with or cause a breach of any provision in the certificate of incorporation, by-laws or other organizational document of Guarantor, or (iii) cause a breach of, constitute a default under, cause the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any authorization, consent, waiver or approval under any contract, license, instrument, decree, judgment or other arrangement to which Guarantor is a party or under which it is bound or to which any of its assets are subject (or result in the imposition of a Lien, other than Permitted Liens, upon any such assets) except (in the case of this clause (iii)) for any that would not reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants to the Guaranteed Party, as followsthat: (a) The Guarantor it is a corporation, corporation duly incorporated and validly existing and in good standing under the laws of the State of Colorado.Delaware and has the corporate power and authority to execute, deliver and carry out the terms and provisions of this Guaranty; (b) The Guarantor neither the execution and delivery by it of this Guaranty, nor compliance with the provisions hereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on it, or (ii) its articles or certificate of incorporation or by-laws, or (iii) the provisions of any indenture, instrument or agreement to which it is a party or is subject, or by which it is bound, or conflict with or constitute a default thereunder. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has full powernot been obtained by it, authority is required to be obtained by it in connection with the execution and legal right to execute and deliver delivery of this Guaranty and to perform or the performance by it of its obligations hereunder.hereunder or the legality, validity, binding effect or enforceability of this Guaranty; (c) The execution, delivery and performance of this Guaranty have been duly authorized by all necessary corporate action on the part of the Guarantor. (d) This Guaranty has been duly executed and delivered by the Guarantor and constitutes the legal, a valid and legally binding obligation agreement of the Guarantor, enforceable against it in accordance with its terms, except as the enforceability of this Guaranty may be limited by the effect of any applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws affecting effecting creditors’ rights generally or and by general principles of equity. (e) All consents, authorizations, approvals and clearances (including, without limitation, any necessary exchange control approval) and notifications, reports and registrations requisite for its due execution, delivery and performance of this Guaranty have been obtained from or, as the case may be, filed with the relevant Governmental Authorities having jurisdiction and remain in full force and effect and all conditions thereof have been duly complied with and no other action by, and no notice to or filing with, any Governmental Authority having jurisdiction is required for such execution, delivery or performance. (f) The execution and delivery by the Guarantor of this Guaranty do not and the performance by Guarantor of its obligations hereunder will not, (i) violate or require any filing or notice under any Law applicable to Guarantor (other than the filing of this Guaranty with the United States Securities and Exchange Commission under the federal securities laws applicable to U.S. public companies), (ii) conflict with or cause a breach of any provision in the certificate of incorporation, by-laws or other organizational document of Guarantor, or (iii) cause a breach of, constitute a default under, cause the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any authorization, consent, waiver or approval under any contract, license, instrument, decree, judgment or other arrangement to which Guarantor is a party or under which it is bound or to which any of its assets are subject (or result in the imposition of a Lien, other than Permitted Liens, upon any such assets) except (in the case of this clause (iii)) for any that would not reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants to the Guaranteed Party, as followsSellers that: (a) The Guarantor it is a corporationduly organized, validly existing and in good standing under laws the Laws of the State its jurisdiction of Colorado. (b) The Guarantor formation and has full power, all requisite power and authority and legal right to execute and deliver enter into this Guaranty and to carry out its obligations hereunder. The Guarantor is duly licensed and qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified or in good standing would not, individually or in the aggregate, have a material adverse effect on the Guarantor’s ability to perform its obligations hereunder. (c) under this Guaranty. The execution, execution and delivery and performance of this Guaranty by the Guarantor and the performance by the Guarantor of its obligations hereunder have been duly authorized by all necessary corporate requisite action on the part of the Guarantor.Guarantor and its stockholders or members, as applicable; (db) This this Guaranty has been duly executed and delivered by the Guarantor and, assuming due and valid authorization, execution and delivery by the Sellers, this Guaranty constitutes the a legal, valid and binding obligation of the Guarantor, enforceable against it the Guarantor in accordance with its terms, except (i) as enforceability may be limited by applicable bankruptcy, insolvency or insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws Laws of general application affecting enforcement of creditors’ rights generally and (ii) the availability of the remedy of specific performance or by general principles injunctive or other forms of equity.equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought; (ec) All consents, authorizations, approvals and clearances (including, without limitation, any necessary exchange control approval) and notifications, reports and registrations requisite for its due the execution, delivery and performance of this Guaranty have been obtained from or, as the case may be, filed with the relevant Governmental Authorities having jurisdiction and remain in full force and effect and all conditions thereof have been duly complied with and no other action by, and no notice to or filing with, any Governmental Authority having jurisdiction is required for such execution, delivery or performance. (f) The execution and delivery by the Guarantor of this Guaranty do does not and the performance by Guarantor of its obligations hereunder will not, : (i) violate violate, conflict with or require result in any filing breach of any provision of the certificate of incorporation or notice under any Law applicable to Guarantor bylaws (other than or similar organizational documents) of the filing of this Guaranty with the United States Securities and Exchange Commission under the federal securities laws applicable to U.S. public companies)Guarantor, (ii) conflict except for any required filings for the Regulatory Approval and the Antitrust Approval and with the SEC, require the Guarantor to make any filing with, obtain any permit, authorization, consent or cause a breach of any provision in the certificate of incorporation, by-laws or other organizational document of Guarantorapproval from, or provide any notification to, any Governmental Entity, (iii) cause result in a violation or breach of, or, with or without due notice or lapse of time or both, constitute a default or give rise to any right of termination, cancellation or acceleration under, cause any of the acceleration ofterms, create in conditions or provisions of any party the right to acceleratenote, terminatebond, modify or cancelmortgage, or require any authorizationindenture, consent, waiver or approval under any contractlease, license, instrumentcontract, decree, judgment agreement or other arrangement instrument or obligation to which the Guarantor is a party or by which the Guarantor’s shares or properties or assets may be bound, or (iv) violate any Law or Governmental Order applicable to the Guarantor; (d) the Guarantor has and will have at all times on or immediately prior to the payment in full of any and all payments required to be made by it hereunder (and payment in full of the payment obligations of the Primary Obligors under (i) the SPA, (ii) the Transition Services MOU and (iii) the Drag Waiver MOU) sufficient cash on hand or other sources of funds immediately available without conditions, to enable the Guarantor to pay and perform its obligations under this Guaranty, including to pay (i) the Minority Purchase Price, (ii) the Sofora Purchase Price, (iii) any amount required to be paid by the Purchaser in respect of the Sofora Debt, (iv) the Purchase Price (as such term is defined in the Note Purchase Agreement), (v) the Additional Collateral, (vi) any amount required to be paid by the Purchaser upon consummation of a Third Party Sale, (vii) the Transition Services Availability Payment (as such term is defined in the Transition Services MOU), (viii) the Waiver and Amendment Fee (as such term is defined in the Drag Waiver MOU) and (ix) the Final Unwind Liquidation Amount, in each case, in full in immediately available funds in US Dollars outside of Argentina on the date on which it is bound or required to which any be paid, and to pay all related fees and expenses related to the transactions contemplated by the SPA and each other Transaction Document, as applicable. The Guarantor does not need additional financing in connection with the payment and performance of its obligations under this Guaranty; (e) none of the assets are subject of the Guarantor or any Affiliate of the Guarantor has been reported as blocked assets to OFAC, pursuant to the OFAC reporting requirements (31 C.F.R. Section 501.603). Neither the Guarantor nor any Affiliates of the Guarantor is an OFAC Listed Person or result is a department, agency or instrumentality of, or is otherwise controlled by or acting on or behalf of, directly or indirectly, a Blocked Person. None of the funds with which the Guarantor will pay and perform its obligations under this Guaranty or any other amounts pursuant to the Transaction Documents constitute or will constitute funds obtained from or on behalf of any OFAC Listed Person or any Blocked Person; and (f) the Guarantor, in providing this Guaranty, is not relying on any explicit or implicit representations by the imposition of a LienSellers, their Affiliates, the Primary Obligors or any other than Permitted Liensperson or persons, upon any such assets) except (whether oral or in the case of this clause (iii)) for any that would not reasonably be expected to have a Material Adverse Effectwriting.

Representations and Warranties of the Guarantor. 3.01 The Guarantor hereby represents and warrants to the Guaranteed Party, as followsthat: (a) The Guarantor It is a corporation, duly organized and validly existing and in good standing under the laws of the State jurisdiction under which it is organized and is duly qualified to do business and is in good standing in every other jurisdiction as to which the nature of Coloradothe business conducted by it makes such qualification necessary and has obtained all necessary licenses, permits, charters, registrations and approvals necessary for the conduct of its business as currently conducted and the performance of its obligations under the Program Documents or any failure to obtain such a license, permit, charter, registration or approval will not cause a Material Adverse Effect or impair the enforceability of any Loan. (b) The Guarantor It has the full power, authority and legal right to execute execute, deliver and deliver this Guaranty and to perform its obligations hereunder. (c) The execution, delivery and performance of under this Guaranty have been duly authorized by all necessary corporate action on the part of the Guarantor. (d) Guaranty. This Guaranty has been duly executed and delivered by the Guarantor it, has not been amended or otherwise modified, is in full force and constitutes effect and is the legal, valid and binding obligation of the Guarantor, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ the rights of creditors generally or by and to the application of general principles of equityequity (regardless of whether considered in a proceeding in equity or at law). (c) Neither the execution and delivery of this Guaranty nor the consummation of the transactions contemplated herein will conflict with or result in a breach of, or require any consent under, any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any material agreement or instrument to which the Guarantor is a party or by which the Guarantor or its property is bound or to which the Guarantor is subject, or constitute a default under any such material agreement or instrument, or (except for the liens created pursuant hereto) result in the creation or imposition of any lien or encumbrance upon the Guarantor’s revenues or assets pursuant to the terms of any such material agreement or instrument. (d) The Guarantor has received and reviewed copies of the Program Documents. (e) All consentsThere is no action, authorizationssuit or proceeding at law or in equity by or before any governmental authority, approvals and clearances (includingarbitral tribunal or other body now pending, without limitationor to the best of the Guarantor’s knowledge, any necessary exchange control approval) and notifications, reports and registrations requisite for its due execution, delivery and performance of this Guaranty have been obtained from or, as the case may be, filed with the relevant Governmental Authorities having jurisdiction and remain in full force and effect and all conditions thereof have been duly complied with and no other action by, and no notice to threatened against or filing with, any Governmental Authority having jurisdiction is required for such execution, delivery or performance. (f) The execution and delivery by affecting the Guarantor of this Guaranty do not and the performance by Guarantor of its obligations hereunder will not, (i) violate or require any filing or notice under any Law applicable to Guarantor (other than the filing of this Guaranty with the United States Securities and Exchange Commission under the federal securities laws applicable to U.S. public companies), (ii) conflict with or cause a breach of any provision in the certificate of incorporation, by-laws or other organizational document of Guarantor, or (iii) cause a breach of, constitute a default under, cause the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any authorization, consent, waiver or approval under any contract, license, instrument, decree, judgment or other arrangement to which Guarantor is a party or under which it is bound or to which any of its assets are subject (or result in the imposition property which is reasonably likely to be adversely determined and which, if adversely determined would have a reasonable likelihood of a Lien, other than Permitted Liens, upon any such assets) except (in the case of this clause (iii)) for any that would not reasonably be expected to have having a Material Adverse Effect.

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants to the Guaranteed Party, as follows: (a) The Guarantor is a corporation[corporation / limited liability company], validly existing and in good standing under laws of the State of Colorado. (b) The Guarantor has full power, authority and legal right to execute and deliver this Guaranty Guarantee and to perform its obligations hereunder. (c) The execution, delivery and performance of this Guaranty Guarantee have been duly authorized by all necessary [corporate / limited liability company] action on the part of the Guarantor. (d) This Guaranty Guarantee has been duly executed and delivered by the Guarantor and constitutes the legal, valid and binding obligation of the Guarantor, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally or by general principles of equity. (e) All consents, authorizations, approvals and clearances (including, without limitation, including any necessary exchange control approval) and notifications, reports and registrations requisite for its due execution, delivery and performance of this Guaranty Guarantee have been obtained from or, as the case may be, filed with the relevant Governmental Authorities Bodies having jurisdiction and remain in full force and effect and all conditions thereof have been duly complied with and no other action by, and no notice to or filing with, any Governmental Authority Body having jurisdiction is required for such execution, delivery or performance. (f) The execution and delivery by the Guarantor of this Guaranty Guarantee do not and the performance by Guarantor of its obligations hereunder will not, (i) violate or require any filing or notice under any Law law applicable to Guarantor (other than the filing of this Guaranty Guarantee with the United States Securities and Exchange Commission under the federal securities laws applicable to U.S. public companies, if applicable), (ii) conflict with or cause a breach of any provision in the [certificate of incorporationincorporation / articles of organization], [by-laws / operating agreement] or other organizational document of Guarantor, or (iii) cause a breach of, constitute a default under, cause the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any authorization, consent, waiver or approval under any contract, license, instrument, decree, judgment or other arrangement to which Guarantor is a party or under which it is bound or to which any of its assets are subject (or result in the imposition of a Lien, other than Permitted Liens, Lien upon any such assets) except (in the case of this clause (iii)) for any that would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on Guarantor’s ability to perform its obligations under this Guarantee.

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants to the Guaranteed Party, as followseach Holder that: (a) The Guarantor is a corporationcorporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the State of Colorado. (b) failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Guarantor has full powerthe corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, authority to transact the business it transacts and legal right proposes to transact, to execute and deliver this Guaranty and to perform the provisions hereof. (b) This Guaranty has been duly authorized by all necessary company action on the part of the Guarantor, and this Guaranty constitutes a legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its obligations hereunderterms, except as such enforceability may be limited by (1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (2) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) The execution, delivery and performance of this Guaranty have been duly authorized by all necessary corporate action on the part of the Guarantor. (d) This Guaranty has been duly executed and delivered by the Guarantor and constitutes the legal, valid and binding obligation of the Guarantor, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally or by general principles of equity. (e) All consents, authorizations, approvals and clearances (including, without limitation, any necessary exchange control approval) and notifications, reports and registrations requisite for its due execution, delivery and performance of this Guaranty have been obtained from or, as the case may be, filed with the relevant Governmental Authorities having jurisdiction and remain in full force and effect and all conditions thereof have been duly complied with and no other action by, and no notice to or filing with, any Governmental Authority having jurisdiction is required for such execution, delivery or performance. (f) The execution and delivery by the Guarantor of this Guaranty do will not and the performance by Guarantor of its obligations hereunder will not(1) contravene, (i) violate or require result in any filing or notice under any Law applicable to Guarantor (other than the filing of this Guaranty with the United States Securities and Exchange Commission under the federal securities laws applicable to U.S. public companies), (ii) conflict with or cause a breach of any provision in the certificate of incorporation, by-laws or other organizational document of Guarantor, or (iii) cause a breach of, or constitute a default under, cause the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any authorization, consent, waiver or approval under any contract, license, instrument, decree, judgment or other arrangement to which Guarantor is a party or under which it is bound or to which any of its assets are subject (or result in the imposition creation of any Lien in respect of any property of the Guarantor or any of its Subsidiaries under, any Material indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, shareholders agreement or any Material other agreement or instrument to which the Guarantor or any of its Subsidiaries is bound or by which the Guarantor or any of its Subsidiaries or any of their respective properties may be bound or affected, (2) violate or result in a Lienbreach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to the Guarantor or any of its Subsidiaries or (3) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Guarantor or any of its Subsidiaries, other than Permitted Liens, upon any such assetsviolations (other than with respect to its corporate charter or bylaws) except (in the case of this clause (iii)) for any that would not reasonably be expected to have a Material Adverse Effect. (d) No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Guarantor of this Guaranty.

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants to the Guaranteed PartyCCC, as follows: (a) The Guarantor is a corporation, validly existing and in good standing under laws of the State of Colorado.Delaware, U.S.A. (b) The Guarantor has full power, corporate power and authority and legal right to execute and deliver this Guaranty and to perform its obligations hereunder. (c) The execution, delivery and performance of this Guaranty have been duly authorized by all necessary corporate action on the part of the Guarantor. (d) This Guaranty has been duly executed and delivered by the Guarantor and constitutes the legal, valid and binding obligation of the Guarantor, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally or by general principles of equity. (e) All consents, authorizations, approvals and clearances (including, without limitation, any necessary exchange control approval) and notifications, reports and registrations requisite for its due The execution, delivery and performance of this Guaranty have been obtained from or, as the case may be, filed with the relevant Governmental Authorities having jurisdiction and remain in full force and effect and all conditions thereof have been duly complied with and no other action by, and no notice to or filing with, any Governmental Authority having jurisdiction is required for such execution, delivery or performance. (f) The execution and delivery by the Guarantor of this Guaranty do not and the payment and performance of the Obligations by the Guarantor of its obligations hereunder will not, (i) violate or require any filing or notice under any Law applicable to Guarantor (other than the filing of this Guaranty with the United States Securities and Exchange Commission under the federal securities laws applicable to U.S. public companies), (ii) not violate; breach; conflict with or cause a breach of any provision in the certificate of incorporation, by-laws or other organizational document of Guarantor, or (iii) cause a breach of, with; constitute a default or event of default under; create any right on the part of any person for termination, cause the acceleration ofcancellation, create in acceleration, repurchase, prepayment, repayment, increased payments, collateral security, any party the right tender or offer to accelerate, terminate, modify purchase or cancelredeem or repurchase, or require any authorizationoffer to prepay, consent, waiver repay or approval under make increased payments; result in the creation of any contract, license, instrument, decree, judgment Lien on any material property or assets of the Guarantor; result in the creation of any other arrangement to which Guarantor is material obligation or liability or the loss of a party material right or under which it is bound or to which any of its assets are subject (benefit; or result in the imposition of a Lienany other circumstance, other than Permitted Liens, upon any such assets) except (in the case of this clause (iii)) for any event or condition that would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Guarantor (in each case with or without the giving of notice or lapse of time or both) under or pursuant to: (A) the certificate of incorporation, bylaws or other organizational documents of the Guarantor; (B) any Law of any jurisdiction applicable to the Guarantor or its property or assets as of the date of this Guaranty; or (C) any Contract or License to which the Guarantor is a party or by which the Guarantor or any of its property or assets is bound, except in each case under this clause C as would not, individually or in the aggregate, materially adversely affect the Guarantor’s ability to perform its obligations under this Guaranty.

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants to as follows (which representations and warranties shall survive the Guaranteed Party, as follows:issuance of the Letter of Credit): (a) The Guarantor is a corporationcorporation duly formed, validly existing and in good standing under the laws of the State state of Coloradoits incorporation and has all requisite power and authority to conduct its business, to own its properties, and to execute and deliver and perform all of its obligations under this Agreement. The Guarantor is duly qualified as a foreign corporation to do business in every jurisdiction in which the nature of its business makes such qualification necessary and is in good standing in such jurisdictions, except where the failure to qualify would not have an materially adverse effect on its business. The Guarantor owns all of the outstanding capital stock of the Company. (b) The Guarantor has full power, authority and legal right to execute and deliver this Guaranty and to perform its obligations hereunder. (c) The execution, delivery and performance by the Guarantor of this Guaranty Agreement are within the Guarantor's corporate powers, have been duly authorized by all necessary corporate action on action, and do not contravene (i) any provision of the part Certificate of Incorporation or Bylaws of the Guarantor, (ii) any law, rule or regulation applicable to the Guarantor or its properties or (iii) any agreement or contractual restriction binding on or affecting the Guarantor or any of its properties, and do not result in or require of cause the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties. (c) No authorization or approval or other action by, and no notice to, or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Guarantor of this Agreement, except as have been duly obtained or made and are in full force and effect. (d) This Guaranty has been duly executed and delivered by the Guarantor and constitutes Agreement is the legal, valid and binding obligation of the Guarantor, Guarantor enforceable against it the Guarantor in accordance with its terms, except as enforceability may be limited affected by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally matter involving the Guarantor or by general principles the application of equityequitable principles. (e) All consentsExcept as set forth on Exhibit 3.01(e) hereof, authorizationsthere is no pending or, approvals and clearances (includingto the Guarantor's knowledge, without limitationthreatened action, investigation or proceeding before any necessary exchange control approval) and notificationscourt, reports and registrations requisite for governmental agency or arbitrator against or affecting the Guarantor which may materially adversely affect the financial condition of the Guarantor or operations of the Guarantor or the ability of the Guarantor to perform its due executionobligations hereunder or which purports to affect the legality, delivery and performance validity or enforceability of this Guaranty have been obtained from or, as the case may be, filed with the relevant Governmental Authorities having jurisdiction and remain in full force and effect and all conditions thereof have been duly complied with and no other action by, and no notice to or filing with, any Governmental Authority having jurisdiction is required for such execution, delivery or performanceAgreement. (f) The execution consolidated balance sheet of the Guarantor and delivery its Subsidiaries as at December 31, 1996 audited by KPMG Peat Marwick, certified public accountants, and the related consolidated statements of income, retained earnings and cash flow of the Guarantor and its Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Bank, present fairly the financial condition of the Guarantor and its Subsidiaries as of the date thereof and the results of its operations for the period covered therein. The consolidated balance sheet of the Guarantor and its Subsidiaries as at March 31, 1997, and the related consolidated statements of income, retained earnings and cash flow for the three-month period then ended on such date, as delivered to the Bank, present fairly, subject to normal recurring year-end adjustments, the financial condition of the Guarantor and its Subsidiaries as at such date and the results of their operation for such period. Neither the Guarantor nor any Subsidiary has any material liability, contingent or otherwise, as of the date of this Agreement, including material liabilities for taxes, not disclosed by, or reserved against in the financial statements referred to above or in the notes thereto, and at the present time, there are no material unrealized or anticipated losses from any commitments of the Guarantor or its Subsidiaries except as have been disclosed to the Bank in writing. Such financial statements have been prepared in accordance with Generally Accepted Accounting Principles, as defined in the Reimbursement Agreement. Since December 31, 1996, there has been no material adverse change in the financial condition, properties or operations of the Guarantor or any Subsidiary. (g) The Guarantor has filed all tax returns which are required to be filed by it and has paid all taxes due pursuant to such returns or pursuant to any assessments received by the Guarantor the failure to pay would have a material adverse effect on the financial condition, business or operations of this Guaranty do the Guarantor. The charges, accruals and reserves on the books of the Guarantor in resect of taxes or other governmental charges are adequate. No controversy in respect of additional taxes, state, Federal or foreign, of the Guarantor is pending, or, to the knowledge of the Guarantor, threatened, except such controversies which are being contested by the Guarantor in good faith and by proper proceedings which, if determined adversely to the Guarantor, would not have a material adverse effect on the business, financial condition or operations of the Company. (h) The Guarantor has no Indebtedness, except as shown in the financial statements referred to in Section 3.01(f) hereof and except for Indebtedness not exceeding, in the performance by Guarantor of its obligations hereunder will notaggregate, $50,000. (i) violate The Guarantor has good and marketable title to, or require any filing a valid leasehold interest in, its respective properties and assets, including the properties and assets reflected in the financial statements and notes thereto described in Section 3.01(f) hereof, except for such assets as have been disposed of since the date of said financial statements in the ordinary course of business or notice under any Law applicable to Guarantor (other than as are no longer useful in the filing conduct of this Guaranty with the United States Securities business, and Exchange Commission under the federal securities laws applicable to U.S. public companies)all such properties and assets are free and clear of all liens, (ii) conflict with mortgages, pledges, encumbrances or cause a breach charges of any provision kind except as described in such financial statements. (j) The Guarantor has not guaranteed any obligations of others and is not, to the best of the Guarantor's knowledge, contingently liable in any manner, direct or indirect, except as disclosed in the certificate financial statements and notes thereto described in Section 3.01(f) hereof, on Exhibit 3.01(j) hereof and in the other Company Documents and except for the existing guaranty agreement in favor of incorporationthe Bank. (k) The Guarantor is not a party to nor is it bound by any contract, by-laws agreement or other organizational document restrictions which materially and adversely affect the ability of Guarantorthe Guarantor to perform its obligations hereunder, except as disclosed in writing to the Bank. (l) The Guarantor owns, possesses, or (iii) cause a breach of, constitute a default under, cause the acceleration of, create in any party has the right to accelerateuse all necessary patents, terminatelicenses, modify or cancelfranchises, or require trademarks, trademark rights, trade names, trade name rights, copyrights, trade secrets, know how and confidential commercial and proprietary information to conduct its business as now conducted, without known conflict with any authorization, consent, waiver or approval under any contractpatent, license, instrumentfranchise, decreetrademark, judgment trade name, copyright or other arrangement proprietary right of any other Person. (m) The Guarantor is not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which Guarantor it is a party or under by which it is may be bound material to its business, the effect of which default would allow any Person to cause such obligation under the agreement or instrument to which become due prior to its stated maturity. (n) The Guarantor has received the written approval of all Federal, state, local and foreign governmental authorities, if any, necessary to carry out the terms of this Agreement and known to the Guarantor to be necessary and, to the best of the Guarantor's knowledge, no further governmental consents or approvals are required for the making or performance of this Agreement. (o) Neither this Agreement nor any of its assets are subject the Company Documents nor any reports, schedules, certificates, agreements or instruments heretofore or simultaneously with the execution of this Agreement delivered to the Bank by or on behalf of the Guarantor or the Company in connection with the issuance of the Letter of Credit, contains any misrepresentation or untrue statement of fact or, to the best of the Guarantor's knowledge, omits to state any material fact necessary to make this Agreement or any such other document, agreement, report, schedule, certificate or instrument not misleading. (p) The Guarantor has not incurred any material accumulated funding deficiency within the meaning of ERISA, as defined in the Reimbursement Agreement, or incurred any material liability to the Pension Benefit Guaranty Corporation ("PBGC") established under ERISA (or result any successor thereto under ERISA) in connection with any employee benefit plan established or maintained by the imposition of a LienGuarantor and no Reportable Event (as defined in ERISA) has occurred or is occurring. (q) The Guarantor does not own or lease any real property. (r) The Guarantor is now, other than Permitted Liensand after giving effect to this Agreement, upon any such assets) except (in the case of this clause (iii)) for any that would not reasonably be expected to have a Material Adverse Effectwill be, solvent.

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants to the Guaranteed Party, as followsthat: (a) The Guarantor It is a corporation, duly organized and validly existing and in good standing under the laws of the State jurisdiction under which it is organized and is duly qualified to do business and is in good standing in every other jurisdiction as to which the nature of Coloradothe business conducted by it makes such qualification necessary. (b) The Guarantor It has the full power, authority and legal right to execute execute, deliver and deliver this Guaranty and to perform its obligations hereunder. (c) The execution, delivery and performance of under this Guaranty have been duly authorized by all necessary corporate action on the part of the Guarantor. (d) Guaranty. This Guaranty has been duly executed and delivered by it, has not been amended or otherwise modified, is in full force and effect and is the legal, valid and binding obligation of Guarantor, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally and to the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law). (c) Neither the execution and delivery of this Guaranty nor the consummation of the transactions contemplated herein will conflict with or result in a breach of, or require any consent under, any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument to which the Guarantor is a party or by which the Guarantor or its property is bound or to which the Guarantor is subject, or constitute a default under any such agreement or instrument, or (except for the liens created pursuant hereto) result in the creation or imposition of any lien or encumbrance upon the Guarantor’s revenues or assets pursuant to the terms of any such agreement or instrument. (d) The Guarantor has received and constitutes reviewed copies of the Master Repurchase Agreement. (e) This Guaranty is the legal, valid and binding obligation of the Guarantor, enforceable against it the Guarantor, in accordance with its terms, except as enforceability may be limited by subject to bankruptcy, insolvency or other and similar laws affecting creditors’ rights generally or by general principles and to the availability of equity. (e) All consents, authorizations, approvals and clearances (including, without limitation, any necessary exchange control approval) and notifications, reports and registrations requisite for its due execution, delivery and performance of this Guaranty have been obtained from or, as the case may be, filed with the relevant Governmental Authorities having jurisdiction and remain in full force and effect and all conditions thereof have been duly complied with and no other action by, and no notice to or filing with, any Governmental Authority having jurisdiction is required for such execution, delivery or performanceequitable remedies. (f) The execution There is no action, suit or proceeding at law or in equity by or before any governmental authority, arbitral tribunal or other body now pending, or to the best of the Guarantor’s knowledge, threatened against or affecting the Guarantor or any of its property that is reasonably likely to have a material adverse effect on the Guarantor’s condition, financial or otherwise. (g) No authorizations, approvals or consents of, and no filings or registrations with, any governmental authority are necessary for the execution, delivery or performance by the Guarantor of this Guaranty do not and the performance by Guarantor of its obligations hereunder will not, (i) violate or require any filing or notice under any Law applicable to Guarantor (other than the filing of this Guaranty with the United States Securities and Exchange Commission under the federal securities laws applicable to U.S. public companies), (ii) conflict with or cause a breach of any provision in the certificate of incorporation, by-laws or other organizational document of Guarantor, or (iii) cause a breach of, constitute a default under, cause the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any authorization, consent, waiver or approval under any contract, license, instrument, decree, judgment or other arrangement to which Guarantor is a party or under which it is bound or to which any of its assets are subject (or result in the imposition of a Lien, other than Permitted Liens, upon any such assets) except (in the case of this clause (iii)) for any that would not reasonably be expected to have a Material Adverse EffectGuaranty.

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants to the Guaranteed Party, Seller as follows: (a) The Guarantor is a corporation, corporation validly existing and in good standing under the laws of the State of ColoradoEngland and Wales. (b) The Guarantor has full power, all requisite power and authority and legal right to execute and deliver this Guaranty Agreement and to perform its obligations hereunder. (c) . The execution, execution and delivery and performance of this Guaranty Agreement by the Guarantor and the performance by the Guarantor of its obligations hereunder have been duly authorized by all necessary corporate action on the part of the Guarantor. (d) . This Guaranty Agreement has been duly and validly executed and delivered by the Guarantor and Guarantor, constitutes the legal, a valid and binding obligation of the Guarantor, Guarantor and is enforceable against it the Guarantor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally or by general principles of equitysubject to the Enforceability Exceptions. (e) All consents, authorizations, approvals and clearances (including, without limitation, any necessary exchange control approval) and notifications, reports and registrations requisite for its due execution, delivery and performance of this Guaranty have been obtained from or, as the case may be, filed with the relevant Governmental Authorities having jurisdiction and remain in full force and effect and all conditions thereof have been duly complied with and no other action by, and no notice to or filing with, any Governmental Authority having jurisdiction is required for such execution, delivery or performance. (fc) The execution and delivery by the Guarantor of this Guaranty do Agreement and the performance by the Guarantor of its obligations hereunder will not (i) result in any violation or breach of any provision of the Organizational Documents of the Guarantor, (ii) result in any violation or breach of, or constitute a default under, any term or provision of any Contract, franchise, permit, license or other instrument or document to which the Guarantor is a party or by which its properties or assets are bound or (iii) result in any violation of any Law or any Order applicable to the Guarantor or its properties or assets, except for any of the matters referred to in clauses (ii) or (iii) above which would not reasonably be expected to affect in any material respect the performance by the Guarantor of its obligations hereunder. (d) There is no requirement applicable to the Guarantor to obtain any Consent of, or to make or effect any declaration, filing or registration with, any Governmental Authority or other Person for the valid execution and delivery by the Guarantor of this Agreement or the due performance by the Guarantor of its obligations hereunder, except for any requirement which, if not satisfied, would not reasonably be expected to affect in any material respect the performance by Guarantor of its obligations hereunder will nothereunder. (e) There are no Legal Proceedings pending or, (i) violate or require any filing or notice under any Law applicable to Guarantor (other than the filing knowledge of this Guaranty with the United States Securities and Exchange Commission under the federal securities laws applicable to U.S. public companies), (ii) conflict with or cause a breach of any provision in the certificate of incorporation, by-laws or other organizational document of Guarantor, threatened against the Guarantor or (iii) cause a breach of, constitute a default under, cause the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any authorization, consent, waiver or approval under any contract, license, instrument, decree, judgment or other arrangement to which the Guarantor is a party that relate to this Agreement or under any obligation of the Guarantor hereunder. (f) The Purchaser is a wholly owned Subsidiary of the Guarantor, and the Guarantor expects to derive substantial direct and indirect benefits from the acquisition of the Shares by the Purchaser and the consummation of the other transactions contemplated hereby, which benefits are at least equal to the obligations undertaken by Guarantor pursuant to this Article XIV. The Guarantor directly or indirectly controls the business and affairs of the Purchaser. Based on the facts described above, the Guarantor has determined that it is bound or in its best interest to which any of its assets are subject (or result in the imposition of a Lien, other than Permitted Liens, upon any such assets) except (in the case of enter into this clause (iii)) for any that would not reasonably be expected to have a Material Adverse EffectGuarantee.

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants In order to induce the Lender to make the Loan to the Guaranteed PartyBorrower, as followsthe Guarantor represents, warrants and covenants (and shall be deemed to continuously represent, warrant and covenant during the term of this Guaranty) that: (a) The the Guarantor is a corporationcorporation duly incorporated or established and is in existence, validly existing and in good standing standing, under the laws of the State jurisdiction of Colorado. (b) The its organization or creation and the Guarantor has the full capacity, power, authority and legal right to execute own its property and deliver this Guaranty assets and to perform transact the business in which it is engaged; (b) the Financial Statements are correct and complete and fairly present the financial position of the Guarantor as of the date indicated therein and the results of its obligations hereunder.operation and the changes in its financial position for the years then ended in accordance with GAAP. Since the date of its last Financial Statements, there has been no change in the financial condition of the Guarantor other than changes in the ordinary course of business and changes arising from the plans of the Guarantor to complete the Project. All financial information relating to the Guarantor which has been delivered to the Lender, is complete and accurate in all material respects in light of the circumstances prevailing at the time of delivery; (c) The the Guarantor has the power to execute, deliver and perform this Guaranty and has taken all necessary corporate action to authorize the execution, delivery and performance by it of this Guaranty have been duly authorized by all necessary corporate action on the part of the Guarantor.Guaranty; (d) This Guaranty the Guarantor has been duly executed and delivered by the Guarantor this Guaranty, and this Guaranty constitutes the legal, valid and binding obligation of the Guarantor, Guarantor enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally or by general principles of equity.; (e) All consentsneither the execution, authorizationsdelivery or performance by the Guarantor of this Guaranty, approvals nor compliance by it with the terms and clearances provisions hereof, will (includingi) contravene any provision of any applicable law, without limitationstatute, rule or regulation or any applicable order, writ, injunction or decree of any court or governmental instrumentality; (ii) conflict with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance (other than liens and encumbrances in favour of the Lender) upon any of the property or assets of the Guarantor pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement, contract or instrument to which Guarantor is a party or by which it or any of its property or assets is bound or to which it may be subject; or (iii) violate any provision of the organizational documents of the Guarantor; (f) no order, consent, approval, license, authorization or validation of, or filing, recording or registration with (except as have been obtained or made), or exemption by, any necessary exchange control approvalgovernmental or public body or authority, or any subdivision thereof, is required to authorize, or is required for, (i) and notifications, reports and registrations requisite for its due the execution, delivery and performance of this Guaranty have been obtained from orby the Guarantor; or (ii) the legality, as the case may bevalidity, filed with the relevant Governmental Authorities having jurisdiction and remain in full force and binding effect and all conditions thereof have been duly complied with and no other action by, and no notice to or filing with, any Governmental Authority having jurisdiction is required for such execution, delivery or performance.enforceability of this Guaranty; (fg) The execution and delivery by the Guarantor of this Guaranty do not and the performance by Guarantor of its Guarantor’s obligations hereunder will notrank at least paripassu in all respects with all other unsecured and unsubordinated obligations of the Guarantor; (h) there are no actions, suits or proceedings pending or threatened (i) violate with respect to this Guaranty; or require any filing or notice under any Law applicable to Guarantor (other than the filing of this Guaranty with the United States Securities and Exchange Commission under the federal securities laws applicable to U.S. public companies), (ii) conflict with or cause a breach of any provision in respect to the certificate of incorporation, by-laws or other organizational document of Guarantor, or (iii) cause a breach of, constitute a default under, cause the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any authorization, consent, waiver or approval under any contract, license, instrument, decree, judgment or other arrangement to which Guarantor is a party or under which it is bound or to which any of its assets are subject (or result in the imposition of a Lien, other than Permitted Liens, upon any such assets) except (in the case of this clause (iii)) for any that would not could reasonably be expected to materially and adversely affect (A) the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of the Guarantor; or (B) the rights or remedies of the Lender hereunder or the ability of the Guarantor to perform its obligations to the Lender hereunder; (i) there are no facts or circumstances of any kind or nature whatsoever of which the Guarantor has knowledge which will impair or prevent the Guarantor from performing its obligations under this Guaranty; (j) all statements set forth in the Recitals are true and correct; and (k) all of the information supplied by the Guarantor to the Lender in connection herewith is true, complete and accurate in all material respects and the Guarantor is not aware of any material facts or circumstances that have a Material Adverse Effectnot been disclosed to the Lender and which might render the information supplied to the Lender seriously misleading.

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants to the Guaranteed Party, Bank as follows: (a) The Guarantor is a corporationcorporation duly organized, validly existing and in good standing under the laws of the State of Colorado. (b) its organization, and has all requisite power and authority, corporate and otherwise, to conduct its business as now conducted and to own its properties. The Guarantor has full power, power and authority and legal right to execute and deliver enter into this Guaranty Agreement and to perform incur its obligations hereunder. (c) The executionprovided for herein, delivery and performance all of this Guaranty which have been duly authorized by all proper and necessary corporate action on the part of the Guarantor. (d) . This Guaranty Agreement has been duly executed and delivered by the Guarantor and constitutes the legal, valid and legally binding obligation agreement of the Guarantor, enforceable against it the Guarantor in accordance with its terms, except as enforceability may be limited affected by bankruptcy, insolvency and other laws relating to or other similar laws affecting creditors’ ' rights generally or and by general principles of equity. (eb) All consentsconsents and approvals of, authorizations, approvals and clearances (including, without limitation, any necessary exchange control approval) and notifications, reports and registrations requisite for its due execution, delivery and performance of this Guaranty have been obtained from or, as the case may be, filed with the relevant Governmental Authorities having jurisdiction and remain in full force and effect and all conditions thereof have been duly complied with notices to and no other action by, and no notice to or filing filings with, any Governmental Authority having jurisdiction is governmental entities or regulatory bodies required for such as a condition to the valid execution, delivery or performance. (f) The execution and delivery performance by the Guarantor of this Guaranty do not Agreement have been obtained or made. Neither the execution and delivery of this Agreement nor compliance with the performance by Guarantor terms and provisions hereof will conflict with, result in a breach of its obligations hereunder will not, or constitute a default under (i) violate any of the terms, conditions or require any filing provisions of the charter or notice under any Law applicable to Guarantor (other than by-laws of the filing of this Guaranty with the United States Securities and Exchange Commission under the federal securities laws applicable to U.S. public companies)Guarantor, (ii) conflict with any law, regulation or cause a breach order, writ, judgment, injunction, decree, determination or award of any provision in the certificate of incorporation, by-laws court or other organizational document of Guarantor, governmental instrumentality or (iii) cause a breach of, constitute a default under, cause the acceleration of, create in any party the right to accelerate, terminate, modify agreement or cancel, or require any authorization, consent, waiver or approval under any contract, license, instrument, decree, judgment or other arrangement instrument to which the Guarantor is a party or under by which it is bound or to which any of its assets are subject bound. The Guarantor is not an "investment company" as defined in (or result subject to regulation under) the Investment Company Act of 1940 or a "holding company" as defined in (or subject to regulation under) the imposition Public Utility Holding Company Act of a Lien1935. (c) The consolidated balance sheet of the Guarantor and its subsidiaries as at December 31, other than Permitted Liens2001, upon any such assets) except (and the related consolidated statements of income and cash flows of the Guarantor and its subsidiaries for the fiscal year then ended, accompanied by an opinion of Arthur Andersen LLP, independent public accountants, and thx xxxsolxxxxxx balance sheet of the Guarantor and its subsidiaries as at June 30, 2002, and the related consolidated statements of income and cash flows of the Guarantor and its subsidiaries for the six months then ended, duly certified by the chief financial officer of the Guarantor, copies of which have been furnished to the Bank, fairly present, subject, in the case of this clause said balance sheet as at June 30, 2002, and said statements of income and cash flows for the six months then ended, to year-end audit adjustments, the consolidated financial condition of the Guarantor and its subsidiaries as at such dates and the consolidated results of the operations of the Guarantor and its subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles consistently applied. Since December 31, 2001, there has been no Material Adverse Change. (iii)d) for There is no action, suit or proceeding pending against, or to the Guarantor's knowledge threatened against or affecting, the Guarantor or any that would not of its subsidiaries before any court or arbitrator or any governmental body, agency or official which, (i) could be reasonably be expected likely to have a Material Adverse Effect.Effect other than the matters described on Schedule 3.02(d) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Guarantor or any of its subsidiaries, of the Disclosed Litigation from that described on Schedule 3.02

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants to the Guaranteed PartyBuyer, as follows: (a) The Guarantor is a corporationcorporation duly organized, validly existing and in good standing under the laws of the State of Colorado. (b) The Guarantor has Delaware, with full power, corporate power and authority and legal right to execute and deliver this Guaranty and to perform its obligations hereunder. (cb) The execution, delivery and performance by the Guarantor of this Guaranty have been duly authorized by all necessary corporate action on the part of the Guarantor. (d) . This Guaranty has been duly and validly executed and delivered by the Guarantor and Guarantor. This Guaranty constitutes the legal, valid and binding obligation obligations of the Guarantor, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcysubject to the qualification, insolvency or however, that the enforcement of the rights and remedies created hereby is subject to bankruptcy and other similar laws of general application relating to or affecting creditors’ the rights generally and remedies of creditors and that the availability of the remedy of specific enforcement or by general principles of equityinjunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought. (ec) All consents, authorizations, approvals and clearances (including, without limitation, any necessary exchange control approval) and notifications, reports and registrations requisite for its due The execution, delivery and performance of this Guaranty have been obtained from or, as the case may be, filed with the relevant Governmental Authorities having jurisdiction and remain in full force and effect and all conditions thereof have been duly complied with and no other action by, and no notice to or filing with, any Governmental Authority having jurisdiction is required for such execution, delivery or performance. (f) The execution and delivery by the Guarantor of this Guaranty do not and the performance by Guarantor of its obligations hereunder will not, (i) violate or require any filing or notice under any Law applicable to Guarantor (other than the filing of this Guaranty with the United States Securities and Exchange Commission under the federal securities laws applicable to U.S. public companies), (ii) conflict with or cause a without the giving of notice or the lapse of time, or both, violate, conflict with, result in the breach of or default under, or give rise to any provision right of termination, cancellation or acceleration of any obligation of any person or to the loss of any material right of any person under or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the certificate creation of incorporationany pledge, lien, charge or other encumbrance upon any of the properties or assets of the Guarantor under, any of the terms, conditions or provisions of (1) the charter documents or by-laws or other organizational document of Guarantor, the Guarantor or (iii2) cause a breach ofany covenant, constitute a default under, cause the acceleration of, create in any party the right to accelerate, terminate, modify agreement or cancel, or require any authorization, consent, waiver or approval under any contract, license, instrument, decree, judgment or other arrangement understanding to which the Guarantor is a party or under by which it is bound or to which any of its assets are subject (or result in the imposition of a Lien, other than Permitted Liens, upon any such assets) except (in the case of this clause (iii)) for any that would not reasonably be expected to have a Material Adverse Effect.properties or

Representations and Warranties of the Guarantor. The Each Guarantor hereby represents and warrants to the Guaranteed Party, as followsthat: (a) The Guarantor It is a corporation, duly organized and validly existing and in good standing under the laws of the State jurisdiction under which it is organized and is duly qualified to do business and is in good standing in every other jurisdiction as to which the nature of Coloradothe business conducted by it makes such qualification necessary. (b) The Guarantor It has the full power, authority and legal right to execute execute, deliver and deliver this Guaranty and to perform its obligations hereunder. (c) The execution, delivery and performance of under this Guaranty have been duly authorized by all necessary corporate action on the part of the Guarantor. (d) Guaranty. This Guaranty has been duly executed and delivered by the Guarantor it, has not been amended or otherwise modified, is in full force and constitutes effect and is the legal, valid and binding obligation of the each Guarantor, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ the rights of creditors generally or by and to the application of general principles of equityequity (regardless of whether considered in a proceeding in equity or at law). (c) Neither the execution and delivery of this Guaranty nor the consummation of the transactions contemplated herein will conflict with or result in a breach of, or require any consent under, any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument to which the Guarantors are a party or by which the Guarantors or their property is bound or to which the Guarantors are subject, or constitute a default under any such agreement or instrument, or (except for the liens created pursuant hereto) result in the creation or imposition of any lien or encumbrance upon the Guarantors’ revenues or assets pursuant to the terms of any such agreement or instrument. (d) The Guarantors have received and reviewed copies of the Master Repurchase Agreement. (e) All consentsThis Guaranty is the legal, authorizationsvalid and binding obligation of the Guarantors, approvals enforceable against each Guarantor, in accordance with its terms, subject to bankruptcy, insolvency and clearances (including, without limitation, any necessary exchange control approval) similar laws and notifications, reports and registrations requisite for its due execution, delivery and performance to the availability of this Guaranty have been obtained from or, as the case may be, filed with the relevant Governmental Authorities having jurisdiction and remain in full force and effect and all conditions thereof have been duly complied with and no other action by, and no notice to or filing with, any Governmental Authority having jurisdiction is required for such execution, delivery or performanceequitable remedies. (f) The execution There is no action, suit or proceeding at law or in equity by or before any governmental authority, arbitral tribunal or other body now pending, or to the best of the Guarantors’ knowledge, threatened against or affecting the Guarantors or any of their property that could have a material adverse effect on the Guarantors’ condition, financial or otherwise. (g) No authorizations, approvals or consents of, and no filings or registrations with, any governmental authority are necessary for the execution, delivery or performance by the Guarantor Guarantors of this Guaranty do not and the performance by Guarantor of its obligations hereunder will not, (i) violate or require any filing or notice under any Law applicable to Guarantor (other than the filing of this Guaranty with the United States Securities and Exchange Commission under the federal securities laws applicable to U.S. public companies), (ii) conflict with or cause a breach of any provision in the certificate of incorporation, by-laws or other organizational document of Guarantor, or (iii) cause a breach of, constitute a default under, cause the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any authorization, consent, waiver or approval under any contract, license, instrument, decree, judgment or other arrangement to which Guarantor is a party or under which it is bound or to which any of its assets are subject (or result in the imposition of a Lien, other than Permitted Liens, upon any such assets) except (in the case of this clause (iii)) for any that would not reasonably be expected to have a Material Adverse EffectGuaranty.

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants In order to induce Ontario to make the conditional grant to the Guaranteed PartyRecipient, as followsthe Guarantor represents, warrants and covenants (and shall be deemed to continuously represent, warrant and covenant during the term of this Guarantee and Postponement Claim) that: (a) The the Guarantor is a corporationcorporation duly incorporated and validly existing, validly existing and in good standing standing, under the laws of Delaware and has the State of Colorado.power and authority to own its property and assets and to transact the business in which it is engaged; (b) The the Guarantor has full powerthe power to execute, authority deliver and legal right perform this Guarantee and Postponement Claim and has taken all necessary corporate action to execute and deliver this Guaranty and to perform its obligations hereunder. (c) The authorize the execution, delivery and performance by it of this Guaranty have been duly authorized by all necessary corporate action on the part of the Guarantor.Guarantee and Postponement Claim; (dc) This Guaranty the Guarantor has been duly executed and delivered by the Guarantor this Guarantee and Postponement Claim, and this Guarantee and Postponement Claim constitutes the legal, valid and binding obligation of the Guarantor, Guarantor enforceable against it in accordance with its terms; (d) neither the execution, except as enforceability delivery or performance by the Guarantor of this Guarantee and Postponement Claim, nor compliance by it with the terms and provisions hereof, will (i) contravene any provision of any applicable law, statute, rule or regulation or any applicable order, writ, injunction or decree of any court or governmental instrumentality, (ii) conflict with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance (other than liens and encumbrances in favour of Ontario) upon any of the property or assets of the Guarantor pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement, contract or instrument to which Guarantor is a party or by which it or any of its property or assets is bound or to which it may be limited by bankruptcy, insolvency subject or other similar laws affecting creditors’ rights generally or by general principles (iii) violate any provision of equity.the organizational documents of the Guarantor; (e) All consentsno order, authorizationsconsent, approvals and clearances approval, license, authorization or validation of, or tiling, recording or registration with (includingexcept as have been obtained or made), without limitationor exemption by, any necessary exchange control approvalgovernmental or public body or authority, or any subdivision thereof, is required to authorize, or is required for, (i) and notifications, reports and registrations requisite for its due the execution, delivery and performance of this Guaranty have been obtained from orGuarantee and Postponement Claim by the Guarantor or (ii) the legality, as the case may bevalidity, filed with the relevant Governmental Authorities having jurisdiction binding effect or enforceability of this Guarantee and remain in full force and effect and all conditions thereof have been duly complied with and no other action by, and no notice to or filing with, any Governmental Authority having jurisdiction is required for such execution, delivery or performance.Postponement Claim; (f) The execution and delivery by the Guarantor of this Guaranty do not and the performance by Guarantor of its Guarantor’s obligations hereunder will notrank at least pari passu in all respects with all other unsecured and unsubordinated obligations of the Guarantor; (g) there are no actions, suits or proceedings pending or threatened (i) violate with respect to this Guarantee and Postponement Claim or require any filing or notice under any Law applicable to Guarantor (other than the filing of this Guaranty with the United States Securities and Exchange Commission under the federal securities laws applicable to U.S. public companies), (ii) conflict with or cause a breach of any provision in respect to the certificate of incorporation, by-laws or other organizational document of Guarantor, or (iii) cause a breach of, constitute a default under, cause the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any authorization, consent, waiver or approval under any contract, license, instrument, decree, judgment or other arrangement to which Guarantor is a party or under which it is bound or to which any of its assets are subject (or result in the imposition of a Lien, other than Permitted Liens, upon any such assets) except (in the case of this clause (iii)) for any that would not could reasonably be expected to materially and adversely affect (x) the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of the Guarantor or (y) the rights or remedies of Ontario hereunder or the ability of the Guarantor to perform its obligations to Ontario hereunder; (h) there are no facts or circumstances of any kind or nature whatsoever of which the Guarantor has knowledge which will impair or prevent the Guarantor from performing its obligations under this Guarantee and Postponement Claim; and (i) all of the information supplied by the Guarantor to Ontario in connection herewith is true, complete and accurate in all material respects and the Guarantor is not aware of any material facts or circumstances that have a Material Adverse Effectnot been disclosed to Ontario and which might render the information supplied to Ontario seriously misleading.

Representations and Warranties of the Guarantor. The Each Guarantor hereby represents and warrants to as of the Guaranteed Party, date of delivery as follows: (a) The That the Guarantor is a corporation, validly existing and subject to service of process in good standing under laws of the State of ColoradoFlorida, and that has the capacity to enter into this Guaranty and to execute and deliver this Guaranty. (b) The Guarantor has full power, authority execution and legal right to execute and deliver delivery of this Guaranty and compliance with the terms hereof under the circumstances contemplated hereby will not constitute on the part of the Guarantor a breach of or a default under any agreement or other instrument to perform which the Guarantor is a party or any existing law, administrative regulation, court order or consent decree to which the Guarantor is subject, or by which any of his properties are bound. Lender, by acceptance of this Guaranty and the granting and funding the Loan, agrees and acknowledges that the Guarantor's execution and delivery of this Guaranty and performance by Guarantor hereunder does not and will not constitute a breach or default on the part of the Guarantor of any prohibition, agreement or covenant related to any other credit facility or loan by and between Guarantor and Lender, its obligations hereunderaffiliates or related entities. (c) The execution, delivery This Guaranty is necessary to promote and performance of this Guaranty have been duly authorized by all necessary corporate action on further the part business of the GuarantorGuarantor and the assumption by the Guarantor of his obligations hereunder will result in direct financial benefits to each Guarantor and being given as a material inducement to the Lender to extend credit to the Borrower and each Guarantor is an affiliate of Borrower and/or will benefit from any credit extended to Borrower. (d) This Guaranty has been duly executed and delivered There is no action, suit, proceeding or investigation at law or in equity or before or by any court, public board or body pending or, to his knowledge, threatened against or affecting the Guarantor or to the best of his knowledge, any basis therefor, wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated by the Guarantor and constitutes Loan Documents (as defined in section 2.1(b) below), or which, in any way, would adversely affect the legal, valid and binding obligation validity of the GuarantorCredit Agreement, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency the Note or any of the Loan Documents or any other similar laws affecting creditors’ rights generally agreement or by general principles of equity. (e) All consents, authorizations, approvals and clearances (including, without limitation, any necessary exchange control approval) and notifications, reports and registrations requisite for its due execution, delivery and performance of this Guaranty have been obtained from or, as the case may be, filed with the relevant Governmental Authorities having jurisdiction and remain in full force and effect and all conditions thereof have been duly complied with and no other action by, and no notice to or filing with, any Governmental Authority having jurisdiction is required for such execution, delivery or performance. (f) The execution and delivery by the Guarantor of this Guaranty do not and the performance by Guarantor of its obligations hereunder will not, (i) violate or require any filing or notice under any Law applicable to Guarantor (other than the filing of this Guaranty with the United States Securities and Exchange Commission under the federal securities laws applicable to U.S. public companies), (ii) conflict with or cause a breach of any provision in the certificate of incorporation, by-laws or other organizational document of Guarantor, or (iii) cause a breach of, constitute a default under, cause the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any authorization, consent, waiver or approval under any contract, license, instrument, decree, judgment or other arrangement instrument to which the Guarantor is a party and which is used or under which it is bound or to which any contemplated for use in consummation of its assets are subject (or result in the imposition of a Lien, other than Permitted Liens, upon any such assets) except (in transactions contemplated by the case of this clause (iii)) for any that would not reasonably be expected to have a Material Adverse EffectLoan Documents.

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants to the Guaranteed Party, as followsthat: (a) The Guarantor It (i) is a corporation, duly organized and validly existing in good standing under the laws of the jurisdiction under which it is organized and (ii) is duly qualified to do business and is in good standing in every other jurisdiction as to which the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing under laws of would not be reasonably likely (individually or in the State of Coloradoaggregate) to have a Material Adverse Effect. (b) The Guarantor It has the full power, authority and legal right to execute execute, deliver and deliver this Guaranty and to perform its obligations hereunder. (c) The execution, delivery and performance of under this Guaranty have been duly authorized by all necessary corporate action on the part of the Guarantor. (d) Guaranty. This Guaranty has been duly executed and delivered by it, has not been amended or otherwise modified, is in full force and effect. (c) Neither the execution and delivery of this Guaranty nor the consummation of the transactions contemplated herein (i) contravene the Guarantor’s charter or by-laws, or (ii) conflict with or result in a breach of, or require any consent under, any applicable law or regulation, or any order, writ, judgment, injunction or decree of any court or governmental authority or agency, or any material agreement or instrument to which the Guarantor is a party or by which the Guarantor or its property is bound or to which the Guarantor is subject, or constitute a default under any such agreement or instrument, or result in the creation or imposition of any lien or encumbrance upon the Guarantor’s revenues or assets pursuant to the terms of any such agreement or instrument. (d) The Guarantor has received and constitutes reviewed copies of the Master Repurchase Agreement. (e) There is no action, suit or proceeding at law or in equity by or before any governmental authority, arbitral tribunal or other body now pending, or to the best of the Guarantor’s knowledge, threatened against or affecting the Guarantor or any of its property that is reasonably likely to (i) have a material adverse effect on the Guarantor’s condition, financial or otherwise, or (ii) which questions the validity or enforceability of any of the Program Documents or any action to be taken in connection with the transactions contemplated thereby and there is a reasonable likelihood of a Material Adverse Effect or adverse decision. (f) This Guaranty is the legal, valid and binding obligation of the Guarantor, enforceable against it the Guarantor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ the rights of creditors generally or by and to the application of general principles of equityequity (regardless of whether considered in a proceeding in equity or at law). (eg) All consents, authorizationslicenses, clearances, authorizations and approvals of, and clearances (including, without limitationregistrations and declarations with, any governmental authority or regulatory body necessary exchange control approval) and notifications, reports and registrations requisite for its the due execution, delivery and performance of this Guaranty have been obtained from or, as the case may be, filed with the relevant Governmental Authorities having jurisdiction and remain in full force and effect and all conditions thereof have been duly complied with with, and no other action by, and no notice to or filing with, any Governmental Authority having jurisdiction governmental authority or regulatory body is required for such in connection with the execution, delivery or performanceperformance of this Guaranty. (fh) The execution and delivery Guarantor is not required to be registered as, or controlled by a company required to be registered as, an “investment company” within the meaning of the Investment Company Act of 1940, as amended from time to time, or any successor statute. (i) No report prepared by the Guarantor pursuant to this Guaranty, or furnished or to be furnished by the Guarantor to Buyer in connection with this Guarantee, is or will be inaccurate in any material respect as of this Guaranty do the date it is or shall be dated (except as otherwise disclosed to Buyer, as the case may be, at such time) and no such document contains or will contain any material misstatement of fact as of the date so furnished. (j) The Guarantor has not dealt with or paid any compensation to any broker, investment banker, agent or other person in connection with the transactions contemplated hereby. (k) Since the date of the financial statement heretofore most recently delivered by the Guarantor to Buyer (which the Guarantor represents and warrants to be its most recent financial statement), there has been no material adverse change in the performance by Guarantor’s financial condition or results of operations. (l) The Guarantor of its obligations hereunder will not, has no rights in or to the Purchased Assets (iincluding any rights associated with or related to the Purchased Assets). (m) violate The Guarantor has not filed or require any filing or notice under any Law applicable to Guarantor (other than authorized the filing of this Guaranty with the United States Securities and Exchange Commission any financing statement under the federal securities laws applicable Uniform Commercial Code in any jurisdiction naming the Guarantor as seller, transferor or debtor and listening as collateral or otherwise covering any of the Collateral. (n) There are no delinquent federal, state, city, county or other taxes relating to U.S. public companies)the Guarantor, (ii) conflict with the Purchased Assets or cause a breach of any provision arrangement pursuant to which the Purchased Assets are issued that might, in the certificate reasonable judgment of incorporationBuyer, by-laws or other organizational document of Guarantor, or (iii) cause a breach of, constitute a default under, cause the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any authorization, consent, waiver or approval under any contract, license, instrument, decree, judgment or other arrangement to which Guarantor is a party or under which it is bound or to which any of its assets are subject (or result in the imposition of a Lien, other than Permitted Liens, upon any such assets) except (in the case of this clause (iii)) for any that would not reasonably be expected to have a Material Adverse Effect, and all such delinquent tax liabilities have been satisfied except those that are being contested by the Guarantor in good faith and with respect to which payment has been stayed by a court of competent jurisdiction. (o) Each other representation and warranty of the Guarantor contained in the Master Repurchase Agreement is true and correct and is hereby restated and affirmed as if fully set forth herein.

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants to the Guaranteed Party, Lender as follows: (a) The Guarantor is a corporationsui juris and of full capacity to execute, validly existing deliver, and in good standing under laws of the State of Coloradoperform this Guaranty. (b) The Guarantor has full powerexecution, authority delivery, and legal right to execute and deliver performance of this Guaranty is within the Guarantor's power and is not in contravention of any law or of any indenture, agreement, undertaking, or other document to perform its obligations hereunderwhich the Guarantor is a party or by which the Guarantor or any of the Guarantor's property is bound or affected. (c) The No consent, license, approval, or authorization of, or registration, declaration, or filing with, any court, governmental body, authority, or other person or entity is required in connection with the valid execution, delivery and delivery, or performance of this Guaranty have been duly authorized by all necessary corporate action on the part of the GuarantorGuaranty. (d) This Guaranty has been duly executed and delivered by the Guarantor and constitutes the legal, valid valid, and binding obligation of the Guarantor, enforceable against it in accordance with its terms, terms except as enforceability may be limited by bankruptcy, applicable bankruptcy and insolvency or other similar laws and laws affecting creditors’ ' rights generally or by general principles of equitygenerally. (e) All consentsExcept as disclosed in writing by the Guarantor to the Lender, authorizationsthere are no actions, approvals and clearances (includingsuits, without limitationproceedings, any necessary exchange control approval) and notifications, reports and registrations requisite for its due execution, delivery and performance of this Guaranty have been obtained from or investigations pending or, as to the knowledge of the Guarantor, threatened against the Guarantor or any basis therefor which, if adversely determined, would, in any case may beor in the aggregate, filed with materially adversely affect the relevant Governmental Authorities having jurisdiction and remain in full force and effect and all conditions thereof have been duly complied with and no other action byproperty, and no notice to assets, or filing with, any Governmental Authority having jurisdiction is required for such execution, delivery or performancefinancial condition of the Guarantor. (f) The execution and delivery No representation, warranty, or statement by the Guarantor of this Guaranty do not and the performance by Guarantor of its obligations hereunder will not, (i) violate contained herein or require any filing or notice under any Law applicable to Guarantor (other than the filing of this Guaranty with the United States Securities and Exchange Commission under the federal securities laws applicable to U.S. public companies), (ii) conflict with or cause a breach of any provision in the certificate of incorporation, by-laws or other organizational document of Guarantor, or (iii) cause a breach of, constitute a default under, cause the acceleration of, create in any party other document furnished by the right Guarantor pursuant hereto or in connection herewith fails to accelerate, terminate, modify contain any statement of material fact necessary to make such representation or cancel, or require any authorization, consent, waiver or approval under any contract, license, instrument, decree, judgment or other arrangement to which Guarantor is a party or warranty not misleading in light of the circumstances under which it is bound made. There is no fact which the Guarantor knows or should know and has not disclosed to the Lender which any does or may materially or adversely affect the Guarantor, the Borrower, or either of its assets are subject (or result in the imposition of a Lien, other than Permitted Liens, upon any such assets) except (in the case of this clause (iii)) for any that would not reasonably be expected to have a Material Adverse Effecttheir respective operations.

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants to Landlord that as of the Guaranteed Party, as followsdate hereof: (a) The Guarantor is a corporation, validly existing and in good standing under laws of the State of Colorado. (b) The Guarantor It has full power, authority and legal right to execute execute, deliver, perform and deliver observe the provisions of this Guaranty and to perform its obligations Guaranty, including, without limitation, the payment of all moneys hereunder. (cb) The execution, delivery and performance by Guarantor of this Guaranty have has been duly authorized by all necessary corporate action on the part of the Guarantoraction. (dc) This Guaranty has been duly executed and delivered by the Guarantor and constitutes the legal, valid and binding obligation of the Guarantor, enforceable against it in accordance with its terms, except as enforceability may be limited by subject to applicable bankruptcy, insolvency or insolvency, reorganization, and other similar laws affecting creditors’ ' rights generally generally. (d) Guarantor is not in violation of any decree, ruling, judgment, order or injunction applicable to it or of any law, ordinance, rule or regulation of whatever nature which would materially and adversely affect its ability to carry out any of the terms, covenants and conditions of this Guaranty, nor, are there any actions, proceedings, or investigations pending or, to the best knowledge of Guarantor, threatened, against or affecting it (or any basis therefor known to it) before or by general principles any court, arbitrator, administrative agency or other governmental authority or entity, any of equitywhich, if adversely decided, would materially and adversely affect its ability to carry out any of the terms, covenants and conditions of this Guaranty. (e) All consentsNo authorization, authorizationsapproval, approvals and clearances consent or permission (includinggovernmental or otherwise) of any court, without limitationagency, any necessary exchange control approval) and notifications, reports and registrations requisite commission or other authority or entity is required for its the due execution, delivery and delivery, performance or observance by Guarantor of this Guaranty have been obtained from or, as or for the case may be, filed with the relevant Governmental Authorities having jurisdiction and remain in full force and effect and all conditions thereof have been duly complied with and no other action by, and no notice to or filing with, payment of any Governmental Authority having jurisdiction is required for such execution, delivery or performancesums hereunder. (f) The Guarantor is not in default in the observance or performance of the terms and conditions of any loan or other agreement to which it is a party or by which it is bound, which default might materially and adversely affect its ability to carry out any of the terms, covenants and conditions of this Guaranty. (g) Neither the execution and delivery by the Guarantor of this Guaranty do not and Guaranty, nor the performance by Guarantor consummation of its obligations hereunder will notthe transactions herein contemplated, (i) violate or require any filing or notice under any Law applicable to Guarantor (other than the filing of this Guaranty nor compliance with the United States Securities terms and Exchange Commission under the federal securities laws applicable to U.S. public companies)provisions hereof, (ii) conflict or will conflict with or cause result in a breach of any provision in of the terms, conditions or provisions of the certificate of incorporation, incorporation or by-laws or other organizational document of Guarantor, or (iii) cause a breach of, constitute a default under, cause the acceleration of, create in any party the right to accelerate, terminate, modify or cancelsimilar documents of Guarantor, or require of any authorizationlaw, consentorder, waiver writ, injunction or approval under decree of any contractcourt of governmental authority, license, instrument, decree, judgment or other arrangement of any agreement or instrument to which Guarantor is a party or under by which it is bound bound, or constitutes or will constitute a default thereunder. (h) Tenant is an Affiliate of Guarantor and is directly or indirectly controlled by Guarantor. (i) The Internal Income Statement of Guarantor for 1991 previously submitted to which any of its assets are subject (or result in the imposition of a Lien, other than Permitted Liens, upon any such assets) except (in the case of this clause (iii)) for any that would not reasonably be expected to have a Material Adverse EffectLandlord is true and correct.

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants to the Guaranteed Party, as followsthat: (a) The Guarantor it is a corporationduly organized, validly existing and in good standing under laws the Laws of the State jurisdiction of Colorado.its organization and has all requisite power and authority to execute, deliver and perform this Limited Guarantee; (b) The Guarantor has full power, authority and legal right to execute and deliver this Guaranty and to perform its obligations hereunder. (c) The the execution, delivery and performance of this Guaranty Limited Guarantee have been duly authorized by all necessary all necessary limited partnership or corporate action (as applicable) on the part of the Guarantor.; (dc) This Guaranty has been duly executed and delivered by the Guarantor and constitutes the legal, valid and binding obligation of the Guarantor, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally or by general principles of equity. (e) All all consents, authorizationsapprovals, approvals authorizations and clearances (includingpermits of, without limitationfilings with and notifications to, any Governmental Entity necessary exchange control approval) and notifications, reports and registrations requisite for its the due execution, delivery and performance of this Guaranty Limited Guarantee by the Guarantor have been obtained from or, as the case may be, filed with the relevant Governmental Authorities having jurisdiction and remain in full force and effect or made and all conditions thereof have been duly complied with with, and no other action by, and no notice to or filing with, any Governmental Authority having jurisdiction Entity is required for such from the Guarantor in connection with the execution, delivery or performance.performance of this Limited Guarantee; (fd) The assuming due execution and delivery of the Merger Agreement and this Limited Guarantee by the Guaranteed Party, this Limited Guarantee has been duly and validly executed and delivered by the Guarantor and constitutes a 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, fraudulent conveyance, reorganization or moratorium Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies; and (i) the Guarantor is solvent and shall not be rendered insolvent as a result of its execution and delivery of this Guaranty do not and Limited Guarantee or the performance by Guarantor of its obligations hereunder will not, (i) violate or require any filing or notice under any Law applicable to Guarantor (other than the filing of this Guaranty with the United States Securities and Exchange Commission under the federal securities laws applicable to U.S. public companies)hereunder, (ii) conflict with or cause a breach of any provision in the certificate of incorporationGuarantor has the financial capacity to pay and perform its obligations under this Limited Guarantee, by-laws or other organizational document of Guarantor, or and (iii) cause a breach of, constitute a default under, cause all funds necessary for the acceleration of, create Guarantor to fulfill its obligations under this Limited Guarantee shall be available to the Guarantor for so long as this Limited Guarantee shall remain in any party the right to accelerate, terminate, modify or cancel, or require any authorization, consent, waiver or approval under any contract, license, instrument, decree, judgment or other arrangement to which Guarantor is a party or under which it is bound or to which any of its assets are subject (or result effect in the imposition of a Lien, other than Permitted Liens, upon any such assets) except (in the case of this clause (iii)) for any that would not reasonably be expected to have a Material Adverse Effectaccordance with Section 6 hereof.

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants In order to induce the Lender to make the Loan to the Guaranteed PartyBorrower, as followsthe Guarantor represents, warrants and covenants (and shall be deemed to continuously represent, warrant and covenant during the term of this Guaranty) that: (a) The the Guarantor is a corporationcorporation duly incorporated or established and is in existence, validly existing and in good standing standing, under the laws of the State jurisdiction of Colorado. (b) The its organization or creation and the Guarantor has the full capacity, power, authority and legal right to execute own its property and deliver this Guaranty assets and to perform transact the business in which it is engaged; (b) the Financial Statements are correct and complete and fairly present the financial position of the Guarantor as of the date indicated therein and the results of its obligations hereunder.operation and the changes in its financial position for the years then ended in accordance with GAAP. Since the date of its last Financial Statements, there has been no change in the financial condition of the Guarantor other than changes in the ordinary course of business and changes arising from the plans of the Guarantor to complete the Project. All financial information relating to the Guarantor which has been delivered to the Lender, is complete and accurate in all material respects in light of the circumstances prevailing at the time of delivery; (c) The the Guarantor has the power to execute, deliver and perform this Guaranty and has taken all necessary corporate action to authorize the execution, delivery and performance by it of this Guaranty have been duly authorized by all necessary corporate action on the part of the Guarantor.Guaranty; (d) This Guaranty the Guarantor has been duly executed and delivered by the Guarantor this Guaranty, and this Guaranty constitutes the legal, valid and binding obligation of the Guarantor, Guarantor enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally or by general principles of equity.; (e) All consentsneither the execution, authorizationsdelivery or performance by the Guarantor of this Guaranty, approvals nor compliance by it with the terms and clearances provisions hereof, will (includingi) contravene any provision of any applicable law, without limitationstatute, rule or regulation or any applicable order, writ, injunction or decree of any court or governmental instrumentality; (ii) conflict with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance (other than liens and encumbrances in favour of the Lender) upon any of the property or assets of the Guarantor pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement, contract or instrument to which Guarantor is a party or by which it or any of its property or assets is bound or to which it may be subject; or (iii) violate any provision of the organizational documents of the Guarantor; (f) no order, consent, approval, license, authorization or validation of, or filing, recording or registration with (except as have been obtained or made), or exemption by, any necessary exchange control approvalgovernmental or public body or authority, or any subdivision thereof, is required to authorize, or is required for, (i) and notifications, reports and registrations requisite for its due the execution, delivery and performance of this Guaranty have been obtained from orby the Guarantor; or (ii) the legality, as the case may bevalidity, filed with the relevant Governmental Authorities having jurisdiction and remain in full force and binding effect and all conditions thereof have been duly complied with and no other action by, and no notice to or filing with, any Governmental Authority having jurisdiction is required for such execution, delivery or performance.enforceability of this Guaranty; (fg) The execution and delivery by the Guarantor of this Guaranty do not and the performance by Guarantor of its Guarantor’s obligations hereunder will notrank at least pari passu in all respects with all other unsecured and unsubordinated obligations of the Guarantor; (h) there are no actions, suits or proceedings pending or threatened (i) violate with respect to this Guaranty; or require any filing or notice under any Law applicable to Guarantor (other than the filing of this Guaranty with the United States Securities and Exchange Commission under the federal securities laws applicable to U.S. public companies), (ii) conflict with or cause a breach of any provision in respect to the certificate of incorporation, by-laws or other organizational document of Guarantor, or (iii) cause a breach of, constitute a default under, cause the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any authorization, consent, waiver or approval under any contract, license, instrument, decree, judgment or other arrangement to which Guarantor is a party or under which it is bound or to which any of its assets are subject (or result in the imposition of a Lien, other than Permitted Liens, upon any such assets) except (in the case of this clause (iii)) for any that would not could reasonably be expected to materially and adversely affect (A) the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of the Guarantor; or (B) the rights or remedies of the Lender hereunder or the ability of the Guarantor to perform its obligations to the Lender hereunder; (i) there are no facts or circumstances of any kind or nature whatsoever of which the Guarantor has knowledge which will impair or prevent the Guarantor from performing its obligations under this Guaranty; (j) all statements set forth in the Recitals are true and correct; and (k) all of the information supplied by the Guarantor to the Lender in connection herewith is true, complete and accurate in all material respects and the Guarantor is not aware of any material facts or circumstances that have a Material Adverse Effectnot been disclosed to the Lender and which might render the information supplied to the Lender seriously misleading.

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants to each member of the Guaranteed PartyBuyer Group, as follows: (a) The Guarantor is a corporation, corporation duly organized and validly existing and in good standing under the laws of the State of Colorado. (b) The Guarantor Norway and has full power, power and authority and legal right to execute and deliver this Guaranty and Guaranty, to perform its obligations hereunder.hereunder and to consummate the transactions contemplated hereby; (cb) The execution, delivery and performance by the Guarantor of this Guaranty have been duly authorized by all necessary corporate action on the part of the Guarantor. (d) . This Guaranty has been duly and validly executed and delivered by the Guarantor and Guarantor. This Guaranty constitutes the legal, valid and binding obligation obligations of the Guarantor, enforceable against it in accordance with its termsterms subject to the qualification, except as enforceability may be limited by bankruptcyhowever, insolvency or that the enforcement of the rights and remedies created hereby is subject to bankruptcy and other similar laws of general application relating to or affecting creditors’ the rights generally or and remedies of creditors and by general equitable principles (whether applied by a court of law or equity.), and that the availability of the remedy of specific enforcement or of injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought; and (ec) All consents, authorizations, approvals and clearances (including, without limitation, any necessary exchange control approval) and notifications, reports and registrations requisite for its due The execution, delivery and performance of this Guaranty have been obtained from or, as the case may be, filed with the relevant Governmental Authorities having jurisdiction and remain in full force and effect and all conditions thereof have been duly complied with and no other action by, and no notice to or filing with, any Governmental Authority having jurisdiction is required for such execution, delivery or performance. (f) The execution and delivery by the Guarantor of this Guaranty do does not and the performance by Guarantor of its obligations hereunder will not, not (i) violate conflict with, or require any filing or notice under any Law applicable to Guarantor (other than the filing of this Guaranty with the United States Securities and Exchange Commission under the federal securities laws applicable to U.S. public companies), (ii) conflict with or cause result in a breach of any provision of, the Guarantor's charter (vedtekter), or (ii) conflict with, result in a breach of any provision of, or constitute a default under, any agreement or instrument by which the certificate Guarantor or any of incorporation, by-laws its assets or other organizational document of Guarantorproperties is bound, or (iii) cause conflict with, or result in a breach ofor violation of any law, constitute a default underregulation, cause decree or order by which the acceleration of, create in any party the right to accelerate, terminate, modify Guarantor or cancel, or require any authorization, consent, waiver or approval under any contract, license, instrument, decree, judgment or other arrangement to which Guarantor is a party or under which it is bound or to which any of its assets are subject or properties is bound, or (or result in the imposition iv) require any Authorization of a Lienany Governmental Entity; except, other than Permitted Liens, upon any such assets) except (in the case of this clause clauses (ii), (iii)) for any that and (iv) above, where such conflicts, breaches, defaults or violations or such failure to obtain Authorizations would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Guarantor's ability to perform its obligations hereunder.

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants to the Guaranteed Party, as follows: (aA) The Guarantor is a corporation, validly duly organized and existing and in good standing under the laws of the State state of Coloradoits incorporation and is duly licensed or qualified to do business and is in good standing in every state in which the nature of its business or ownership of its property requires such licensing or qualification. (b) The Guarantor has full power, authority and legal right to execute and deliver this Guaranty and to perform its obligations hereunder. (cB) The execution, delivery delivery, and performance of this Guaranty is within the Guarantor's corporate powers, have been duly authorized by all necessary and appropriate corporate action on and shareholder action, and are not in contravention of any law or the part terms of the Guarantor's articles or certificate of incorporation or by-laws or any amendment thereto, or of any indenture, agreement, undertaking, or other document to which the Guarantor is a party or by which the Guarantor or any of the Guarantor's property is bound or affected. (dC) No consent, license, approval, or authorization of, or registration, declaration, or filing with, any court, governmental body, authority, or other person or entity is required in connection with the valid execution, delivery, or performance of this Guaranty other than filings and recordings in connection with this Guaranty. (D) This Guaranty has been duly executed and delivered by the Guarantor and constitutes the legal, valid valid, and binding obligation of the Guarantor, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, applicable bankruptcy or insolvency or other similar laws and laws affecting creditors’ ' rights generally or by general principles of equitygenerally. (eE) All consentsExcept as disclosed in writing by the Guarantor to the Secured Party, authorizationsthere are no actions, approvals suits, proceedings, or investigations pending or, to the knowledge of the Guarantor, threatened against the Guarantor or any basis therefor which, if adversely determined, would, in any case or in the aggregate, materially adversely affect the property, assets, or financial condition of the Guarantor. (F) The Guarantor is and clearances (including, without limitation, any necessary exchange control approval) and notifications, reports and registrations requisite for its due execution, delivery and performance during the term of this Guaranty have been obtained from orwill be at all times Solvent (as hereinafter defined), as both before and after giving effect to the case may betransactions contemplated by this Guaranty. "Solvent" means, filed with the relevant Governmental Authorities having jurisdiction and remain in full force and effect and all conditions thereof have been duly complied with and no other action by, and no notice respect to or filing with, any Governmental Authority having jurisdiction is required for such execution, delivery or performance. (f) The execution and delivery by the Guarantor of this Guaranty do not and the performance by Guarantor of its obligations hereunder will noton a particular determination date, (i) violate or require any filing or notice under any Law applicable to Guarantor (other than the filing of this Guaranty with the United States Securities and Exchange Commission under the federal securities laws applicable to U.S. public companies), (ii) conflict with or cause a breach of any provision in the certificate of incorporation, by-laws or other organizational document of Guarantor, or (iii) cause a breach of, constitute a default under, cause the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any authorization, consent, waiver or approval under any contract, license, instrument, decree, judgment or other arrangement to which Guarantor is a party or under which it is bound or to which any of its assets are subject (or result in the imposition of a Lien, other than Permitted Liens, upon any that on such assets) except (in the case of this clause (iii)) for any that would not reasonably be expected to have a Material Adverse Effect.date:

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants to the Guaranteed Party, as followseach Holder that: (a) The Guarantor is a corporationlimited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign limited liability company and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the State failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on (1) the ability of Colorado. the Guarantor to perform its obligations under this Guaranty, or (b2) the validity or enforceability of this Guaranty (herein in this Section 5, a “Material Adverse Effect”). The Guarantor has full powerthe power and authority to own or hold under lease the properties it purports to own or hold under lease, authority and legal right to transact the business it transacts, to execute and deliver this Guaranty and to perform the provisions hereof. (b) This Guaranty has been duly authorized by all necessary organizational action on the part of the Guarantor or the Company, as the case may be, and this Guaranty constitutes a legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its obligations hereunderterms, except as such enforceability may be limited by (1) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or other similar laws affecting the enforcement of creditors’ rights generally and (2) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) The execution, delivery and performance of this Guaranty have been duly authorized by all necessary corporate action on the part of the Guarantor. (d) This Guaranty has been duly executed and delivered by the Guarantor and constitutes the legal, valid and binding obligation of the Guarantor, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally or by general principles of equity. (e) All consents, authorizations, approvals and clearances (including, without limitation, any necessary exchange control approval) and notifications, reports and registrations requisite for its due execution, delivery and performance of this Guaranty have been obtained from or, as the case may be, filed with the relevant Governmental Authorities having jurisdiction and remain in full force and effect and all conditions thereof have been duly complied with and no other action by, and no notice to or filing with, any Governmental Authority having jurisdiction is required for such execution, delivery or performance. (f) The execution and delivery by the Guarantor of this Guaranty do will not and the performance by Guarantor of its obligations hereunder will not(1) contravene, (i) violate or require result in any filing or notice under any Law applicable to Guarantor (other than the filing of this Guaranty with the United States Securities and Exchange Commission under the federal securities laws applicable to U.S. public companies), (ii) conflict with or cause a breach of any provision in the certificate of incorporation, by-laws or other organizational document of Guarantor, or (iii) cause a breach of, or constitute a default under, cause the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any authorization, consent, waiver or approval under any contract, license, instrument, decree, judgment or other arrangement to which Guarantor is a party or under which it is bound or to which any of its assets are subject (or result in the imposition creation of a Lienany Lien in respect of any property of the Guarantor under its corporate charter or by-laws, or other than Permitted Liensequivalent formation or governing document, upon any such assets) or except (for contraventions, breaches or defaults which could not, individually or in the case of this clause (iii)) for any that would not aggregate, reasonably be expected to have a Material Adverse Effect, under any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, or any other agreement or instrument to which the Guarantor or any of its subsidiaries is bound or by which the Guarantor or any of its subsidiaries or any of their respective properties may be bound or affected, (2) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Guarantor or (3) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Guarantor. (d) No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Guarantor of this Guaranty. (e) Subject to the limitation set forth in Section 2(b) of this Guaranty, the Guarantor has assets which exceed the aggregate amount of its liabilities, has capital not unreasonably small in relation to its business or any contemplated or undertaken transaction and has assets having a value both at fair valuation and at present fair salable value (under normal business conditions) greater than the amount required to pay its liabilities (including contingent and unliquidated liabilities) as they become due and greater than the amount that will be required to pay its probable liability on its existing liabilities as they become absolute and matured. The Guarantor does not intend to incur, or believe that it will incur, debts beyond its ability to pay such debts as they become due. Subject to the limitation set forth in Section 2(b) of this Guaranty, the Guarantor will not be rendered insolvent by the execution and delivery of, and performance of its obligations under, this Guaranty. The Guarantor does not intend to hinder, delay or defraud its creditors by or through the execution and delivery of, or performance of its obligations under, this Guaranty.

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants to the Guaranteed Party, Banks as follows:follows (which representations and warranties are deemed made by the Guarantor on the date of each Borrowing and shall survive the execution and delivery of this Guaranty and the Loan Documents and the making of the Advances contemplated by the Credit Agreement): (a) The Guarantor is a corporationand each Principal Subsidiary are corporations duly incorporated, validly existing and in good standing under the laws of the State their respective jurisdictions of Coloradoincorporation. The Guarantor and each Principal Subsidiary have all corporate powers and all material governmental licenses, authorizations, consents and approvals required in each case to carry on its business as now conducted. (b) The Guarantor has full power, authority and legal right to execute and deliver this Guaranty and to perform its obligations hereunder. (c) The execution, delivery and performance by the Guarantor of this Guaranty are within the Guarantor's corporate powers, have been duly authorized by all necessary corporate action on the part of the Guarantor, require, in respect of the Guarantor, no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene, or constitute a default under, any provision of law or regulation (including Regulation X issued by the Federal Reserve Board) applicable to the Guarantor or Regulation U issued by the Federal Reserve Board or the restated certificate of incorporation or by-laws of the Guarantor or any judgment, injunction, order, decree or material ("material" for the purposes of this representation meaning creating a liability of $50,000,000 or more) agreement binding upon the Guarantor or result in the creation or imposition of any lien, security interest or other charge or encumbrance on any asset of the Guarantor or any of its Subsidiaries. (dc) This Guaranty has been duly executed and delivered by the Guarantor and constitutes is the legal, valid and binding obligation of the Guarantor, Guarantor enforceable against it the Guarantor in accordance with its terms, except as the enforceability thereof may be limited by the effect of any applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws affecting creditors’ ' rights generally or and by general principles of equity. (d) The audited consolidated balance sheet of the Guarantor and its Subsidiaries as of December 31, 1994 and the related audited consolidated statements of income, cash flows and changes in shareholders' equity accounts for the fiscal year then ended and the unaudited consolidated balance sheet of the Guarantor and its Subsidiaries as of September 30, 1995, and the related unaudited consolidated statements of income, cash flows and changes in shareholders' equity accounts for the fiscal quarter then ended, certified by the chief financial or accounting officer of the Guarantor, copies of which have been delivered to each of the Banks, fairly present, in conformity with GAAP except as otherwise expressly noted therein, the consolidated financial position of the Guarantor and its Subsidiaries as of such dates and their consolidated results of operations and changes in financial position for such fiscal periods, subject (in the case of the unaudited balance sheet and statements) to changes resulting from audit and normal year-end adjustments. (e) All consentsSince December 31, authorizations1994, approvals there has been no material adverse change in the consolidated financial position or consolidated results of operations of the Guarantor and clearances (includingits Subsidiaries, without limitation, any necessary exchange control approval) and notifications, reports and registrations requisite for its due execution, delivery and performance of this Guaranty have been obtained from or, considered as the case may be, filed with the relevant Governmental Authorities having jurisdiction and remain in full force and effect and all conditions thereof have been duly complied with and no other action by, and no notice to or filing with, any Governmental Authority having jurisdiction is required for such execution, delivery or performancea whole. (f) The execution and delivery by Except as disclosed in the Guarantor's Form 10-K for the year ended December 31, 1994 or the Guarantor's Form 10-Q for the quarter ended September 30, 1995, which were delivered to the Banks prior to the date hereof, there is no action, suit or proceeding pending against the Guarantor of this Guaranty do not and the performance by Guarantor of its obligations hereunder will not, (i) violate or require any filing or notice under any Law applicable to Guarantor (other than the filing of this Guaranty with the United States Securities and Exchange Commission under the federal securities laws applicable to U.S. public companies), (ii) conflict with or cause a breach of any provision in the certificate of incorporation, by-laws or other organizational document of Guarantor, or (iii) cause a breach of, constitute a default under, cause the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any authorization, consent, waiver or approval under any contract, license, instrument, decree, judgment or other arrangement to which Guarantor is a party or under which it is bound or to which any of its assets are subject Subsidiaries, or to the knowledge of the Guarantor threatened against the Guarantor or any of its Subsidiaries, before any court or arbitrator or any governmental body, agency or official in which there is a reasonable possibility of an adverse decision which could materially adversely affect the consolidated financial position or consolidated results of operations of the Guarantor and its Subsidiaries taken as a whole or which in any manner draws into question the validity of this Guaranty. (g) No Termination Event has occurred or is reasonably expected to occur with respect to any Plan for which an Insufficiency in excess of $50,000,000 exists. Neither the Guarantor nor any ERISA Affiliate has received any notification (or result has knowledge of any reason to expect) that any Multiemployer Plan is in reorganization or has been terminated, within the imposition meaning of Title IV of ERISA, for which a LienWithdrawal Liability in excess of $50,000,000 exists. (h) United States federal income tax returns of the Guarantor and its Subsidiaries have been examined and closed through the fiscal year ended December 31, 1987. The Guarantor and its Subsidiaries have filed or caused to be filed all United States federal income tax returns and all other than Permitted Liensmaterial domestic tax returns which to the knowledge of the Guarantor are required to be filed by them and have paid or provided for the payment, upon before the same become delinquent, of all taxes due pursuant to such returns or pursuant to any such assets) except (in the case of this clause (iii)) for any that would not reasonably be expected to have a Material Adverse Effect.assessment received by the

Representations and Warranties of the Guarantor. The As of the date hereof, the Guarantor hereby represents and warrants to the Guaranteed Party, as followsthat: (a) The the Guarantor is a corporationcorporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. The Guarantor is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions which require such qualification, except to the State extent that failure to so qualify would not have a material adverse effect on the business, financial condition or operations of Colorado.the Borrower and its Subsidiaries, taken as a whole; (b) The Guarantor has full power, authority and legal right to execute and deliver this Guaranty and to perform its obligations hereunder. (c) The the execution, delivery and performance by the Guarantor of this Guaranty are within the Guarantor’s corporate powers, have been duly authorized by all necessary corporate action on the part of action, and do not contravene (i) the Guarantor.’s certificate of incorporation or bylaws or (ii) law or any material contractual restriction binding on or affecting the Guarantor; (dc) This Guaranty has been duly executed and delivered by the Guarantor and constitutes the legal, valid and binding obligation of the Guarantor, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency no authorization or other similar laws affecting creditors’ rights generally approval or by general principles of equity. (e) All consents, authorizations, approvals and clearances (including, without limitation, any necessary exchange control approval) and notifications, reports and registrations requisite for its due execution, delivery and performance of this Guaranty have been obtained from or, as the case may be, filed with the relevant Governmental Authorities having jurisdiction and remain in full force and effect and all conditions thereof have been duly complied with and no other action by, and no notice to or filing with, any Governmental Authority having jurisdiction governmental authority or regulatory body is required for such the due execution, delivery or performance. (f) The execution and delivery performance by the Guarantor of this Guaranty do except for those which have been obtained prior to the date hereof and remain in full force and effect; (d) this Guaranty is a valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, arrangement, moratorium and other similar laws affecting creditors’ rights generally, concepts of reasonableness and to the application of general principles of equity; (e) the Guarantor is not and required to register as an investment company under the performance by Investment Company Act of 1940, as amended; (f) there is no pending or (to the knowledge of the Guarantor) threatened investigation, action or proceeding against the Guarantor or any of its obligations hereunder will notSubsidiaries before any court, governmental agency or arbitrator which (i) violate except as disclosed in the Exchange Act Reports filed prior to the date hereof, would, if adversely determined, reasonably be expected to have a material adverse effect on the business, financial condition or require operations of the Borrower and its Subsidiaries, taken as a whole, or (ii) purports to affect the legality, validity or enforceability of this Guaranty; (g) except as disclosed in the Exchange Act Reports filed prior to the date hereof, the Guarantor and each of its Significant Subsidiaries have filed or caused to be filed all Tax returns (federal, state, local and foreign) required to be filed and paid all amounts of Taxes shown thereon to be due, including interest and penalties, except (i) for such Taxes as are being contested in good faith and by proper proceedings and with respect to which appropriate reserves are being maintained by the Guarantor or any filing such Subsidiary, as the case may be and (ii) to the extent that the failure to file such returns or notice under any Law applicable pay such Taxes would not reasonably be expected to Guarantor have a material adverse effect on the business, financial condition or operations of the Borrower and the Subsidiaries, taken as a whole; (h) except as disclosed in the Exchange Act Reports filed prior to the date hereof: (i) no ERISA Event has occurred or is reasonably expected to occur (other than for premiums payable under Title IV of ERISA), that would reasonably be expected to result in a liability to the filing Guarantor or its Subsidiaries of this Guaranty more than US$250,000,000 over the amount previously reflected for any such liabilities, in accordance with GAAP, on the financial statements included in the Exchange Act Reports; (j) Schedule B (Actuarial Information) to the most recently completed annual report (Form 5500 Series) for each Pension Plan, copies of which have been filed with the United States Securities IRS and Exchange Commission under furnished to the federal securities laws applicable Administrative Agent, is complete and, to U.S. public companies)the best knowledge of the Guarantor, (ii) conflict with or cause a breach accurate, and since the date of such Schedule B there has been no change in the funding status of any provision in the certificate of incorporation, by-laws or other organizational document of Guarantor, or (iii) cause a breach of, constitute a default under, cause the acceleration of, create in such Pension Plan except any party the right to accelerate, terminate, modify or cancel, or require any authorization, consent, waiver or approval under any contract, license, instrument, decree, judgment or other arrangement to which Guarantor is a party or under which it is bound or to which any of its assets are subject (or result in the imposition of a Lien, other than Permitted Liens, upon any such assets) except (in the case of this clause (iii)) for any change that would not reasonably be expected to have a Material Adverse Effect.material adverse effect on the business, financial condition or operations of the Borrower and the Subsidiaries, taken as a whole; (k) as of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability to the Guarantor or any of its Subsidiaries for a complete withdrawal from such Multiemployer Plan, when aggregated with such potential liability for a complete withdrawal for all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, does not exceed US$250,000,000; (l) the Guarantor and each of its Subsidiaries are in compliance with all applicable provisions and requirements of ERISA and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan except for any such failure to perform or comply that would not reasonably be expected to have a material adverse effect on the business, financial condition or operations of the Borrower and its Subsidiaries, taken as a whole; (m) each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Code has received a determination letter from the IRS that the Employee Benefit Plan is so qualified (or a timely application for such a determination letter is pending), and to the best of the Guarantor’s knowledge, the Employee Benefit Plan has not been operated in any way that would result in the Employee Benefit Plan no longer being so qualified except as would not reasonably be expected to have a material adverse effect on the business, financial condition or operations of the Borrower and its Subsidiaries, taken as a whole; and (n) neither the Guarantor nor any of its Subsidiaries has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is insolvent, in reorganization or has been terminated or has been determined to be in “endangered” or “critical” status, within the meaning of Title IV of ERISA, and, to the best knowledge of the Guarantor, no Multiemployer Plan is reasonably expected to be insolvent, in reorganization or to be terminated or to be determined to be in “endangered” or “critical” status within the meaning of Title IV of ERISA, in each case, resulting in a liability to the Guarantor or its Subsidiaries of more than US$250,000,000;