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

Representations and Warranties of the Guarantor. The Guarantor represents and warrants as follows: (a) Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. (b) The execution, delivery and performance by each Loan Party of this Agreement and the Notes to be delivered by it, and the consummation of the transactions contemplated hereby, are within the such Loan Party's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the such Loan Party's charter or by-laws or other organizational documents or (ii) law or any contractual restriction binding on or affecting any Loan Party. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the any Loan Party of this Agreement or the Notes to be delivered by it. (d) This Agreement has been, and each of the Notes to be delivered by it when delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of each Loan Party party thereto enforceable against such Loan Party in accordance with their respective terms. (e) The Consolidated balance sheet of the Guarantor and its Subsidiaries as at December 31, 2004, 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 KPMG LLP, independent public accountants, and the Consolidated balance sheet of the Guarantor and its Subsidiaries as at March 31, 2005, 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, 2005, 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 generally accepted accounting principles consistently applied. Since December 31, 2004, there has been no Material Adverse Change. (f) There is no pending or, to the knowledge of the Guarantor, threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting the Guarantor or any of its Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation), 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 or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (g) No Loan Party is 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. (h) No Loan Party is an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. (i) All factual information (taken as a whole) heretofore or contemporaneously furnished by or on behalf of any Loan Party in writing to any Lender (including, without limitation, all information contained in this Agreement) for purposes of or in connection with this Agreement or any transaction contemplated herein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of such Loan Party in writing to any Lender will be, true and accurate in all material respects on the date as of which such information is dated or certified and does not or will not omit to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided.

Representations and Warranties of the Guarantor. The Guarantor represents and warrants as follows: (a) Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. (b) The execution, delivery and performance by each Loan Party of this Agreement and the Notes to be delivered by it, and the consummation of the transactions contemplated hereby, are within the such Loan Party's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the such Loan Party's charter or by-laws or other organizational documents or (ii) law or any contractual restriction binding on or affecting any Loan Party. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the any Loan Party of this Agreement or the Notes to be delivered by it. (d) This Agreement has been, and each of the Notes to be delivered by it when delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of each Loan Party party thereto enforceable against such Loan Party in accordance with their respective terms. (e) The Consolidated balance sheet of the Guarantor and its Subsidiaries as at December 31, 20042003, 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 KPMG LLP, independent public accountants, and the Consolidated balance sheet of the Guarantor and its Subsidiaries as at March 31, 20052004, 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, 20052004, 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 generally accepted accounting principles consistently applied. Since December 31, 20042003, there has been no Material Adverse Change. (f) There is no pending or, to the knowledge of the Guarantor, threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting the Guarantor or any of its Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation), 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 or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (g) No Loan Party is 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. (h) No Loan Party is an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. (i) All factual information (taken as a whole) heretofore or contemporaneously furnished by or on behalf of any Loan Party in writing to any Lender (including, without limitation, all information contained in this Agreement) for purposes of or in connection with this Agreement or any transaction contemplated herein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of such Loan Party in writing to any Lender will be, true and accurate in all material respects on the date as of which such information is dated or certified and does not or will not omit to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided.

Representations and Warranties of the Guarantor. The To induce the other Parties to enter into this Amendment, the Guarantor hereby reaffirms as to itself and its Subsidiaries, as of the date hereof, its representations and warranties contained in Section 3.01 of the Guaranty (except to the extent such representations and warranties relate solely to an earlier date) and additionally represents and warrants as follows: (a) Each Loan Party The Guarantor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all corporate powers and all governmental licenses, authorizations, certificates, consents and approvals required to carry on its business as now conducted in all material respects, except for those licenses, authorizations, certificates, consents and approvals which the failure to have could not reasonably be expected to have a material adverse effect on the business, assets, condition or operation of the Guarantor and its Subsidiaries taken as a whole. Each Material Subsidiary of the Guarantor is duly organized or validly formed, validly existing and (if applicable) in good standing under the laws of its jurisdiction of incorporation or formation, except where the failure to be so organized, existing and in good standing could not reasonably be expected to have a material adverse effect on the business, assets, condition or operations of the Guarantor and its organizationSubsidiaries taken as a whole. Each Material Subsidiary of the Guarantor has all corporate or limited liability company powers and all governmental licenses, authorizations, certificates, consents and approvals required to carry on its business as now conducted in all material respects, except for those licenses, authorizations, certificates, consents and approvals which the failure to have could not reasonably be expected to have a material adverse effect on the business, assets, condition or operation of the Guarantor and its Subsidiaries taken as a whole. (b) The execution, delivery and performance by each Loan Party the Guarantor of this Agreement and the Notes to be delivered by it, and the consummation of the transactions contemplated hereby, by this Agreement are within the such Loan PartyGuarantor's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the such Loan PartyGuarantor's charter or by-laws or other organizational documents or (ii) any law or any contractual restriction binding on or affecting the Guarantor and will not result in or require the creation or imposition of any Loan PartyLien. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the any Loan Party Guarantor of this Agreement or the Notes to be delivered consummation of the transactions contemplated by itthis Agreement. (d) This Agreement has been, and each of the Notes to be delivered by it when delivered hereunder will have been, been duly executed and delivered by each Loan Party party theretothe Guarantor. This Agreement is, and each of the Notes when delivered hereunder will be, Guaranty as amended by this Agreement are the legal, valid and binding obligation obligations of each Loan Party party thereto the Guarantor enforceable against such Loan Party the Guarantor in accordance with their respective its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors' rights generally and by general principles of equity. (e) The Consolidated balance sheet of the Guarantor and its Subsidiaries Except as at December 31, 2004, 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 KPMG LLP, independent public accountants, and the Consolidated balance sheet of the Guarantor and its Subsidiaries as at March 31, 2005, 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, set forth in the case of said balance sheet as at March 31, 2005, 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 generally accepted accounting principles consistently applied. Since December 31, 2004Public Filings, there has been no Material Adverse Change. (f) There is no pending or, to the knowledge of the Guarantor, threatened action, suit, investigation, litigation action or proceeding, including, without limitation, any Environmental Action, proceeding affecting the Guarantor or any Material Subsidiary of its Subsidiaries the Guarantor (or in the case of the Guarantor, the Borrowers, any Subsidiary of a Borrower or any WCG Subsidiary) before any court, governmental agency or arbitrator that (i) arbitrator, which could reasonably be reasonably likely expected to have a Material Adverse Effect (other than materially and adversely affect the Disclosed Litigation), and there has been no adverse change in the status, financial condition or financial effect on operations of the Guarantor and its Subsidiaries taken as a whole or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto or (ii) which purports to affect the legality, validity validity, binding effect or enforceability of this Agreement Agreement, the Guaranty or any Note or other Operative Document. For the consummation purposes of this Section, "Public Filings" shall mean the respective annual reports of the transactions contemplated hereby. (g) No Loan Party is engaged in the business of extending credit Guarantor on Form 10-K or Form 10-K/A 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)year ended December 31, 1999, and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others the Guarantor's quarterly reports on Form 10-Q for the purpose of purchasing or carrying any margin stockquarter ended September 30, 2000. (h) No Loan Party is an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. (i) All factual information (taken as a whole) heretofore or contemporaneously furnished by or on behalf of any Loan Party in writing to any Lender (including, without limitation, all information contained in this Agreement) for purposes of or in connection with this Agreement or any transaction contemplated herein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of such Loan Party in writing to any Lender will be, true and accurate in all material respects on the date as of which such information is dated or certified and does not or will not omit to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided.

Representations and Warranties of the Guarantor. The Guarantor represents and warrants as followsthat: (a) Each Loan Party The Guarantor is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of Delaware. The Guarantor has the full power and authority, corporate or otherwise, to guaranty the Seller Obligations and has the power, authority, franchises and licenses (i) to own its properties and assets and to carry on and conduct its business and (ii) to execute, enter into and deliver this Agreement and to perform all of its organization. (b) obligations hereunder. The execution, delivery and performance of this Agreement by each Loan Party the Guarantor have been duly authorized by all necessary corporate, shareholder or other action, and this Agreement has been duly and validly executed and delivered by the Guarantor and is legal, valid and binding 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 Notes to be delivered by itperformance of the obligations or transactions contemplated hereby have been obtained. (b) Neither the execution or delivery of this Agreement, and nor the consummation of the transactions contemplated hereby, are within nor the such Loan Party's corporate powerscompliance with or performance of the terms and conditions of this Agreement by the Guarantor is prevented by, have been duly authorized by all necessary corporate actionlimited by, and do not contravene conflicts with or will result in a breach or violation of or a default under the terms, conditions or provisions of (i) the such Loan Party's charter its certificate of incorporation or by-laws or other organizational documents or laws, (ii) law 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 contractual restriction binding on rule or affecting 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 Loan Partyof its material obligations under any material contract, agreement or undertaking to which it is a party or by which it is bound. (c) No authorization As of the date hereof, there is no action, proceeding or approval 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 other action byadministrative agency that, in the reasonable and no notice good faith judgment of the Guarantor, may (i) materially and adversely affect the ability of the Guarantor to perform its obligations under this Agreement, (ii) result in any material adverse change in the business, properties, assets or filing withfinancial condition of the Guarantor, any governmental authority or regulatory body or any other third party is required for (iii) adversely affect the due execution, delivery and performance by the any Loan Party enforceability of this Agreement or the Notes to be delivered by itAgreement. (d) This Agreement has been, and each As of the Notes to be delivered by it when delivered hereunder will have beendate hereof, duly executed and delivered by each Loan Party party thereto. This Agreement isthe Guarantor is the owner, and each directly or indirectly, of 100% of the Notes when delivered hereunder will be, the legal, valid issued and binding obligation of each Loan Party party thereto enforceable against such Loan Party in accordance with their respective terms. (e) The Consolidated balance sheet outstanding membership interests of the Guarantor and its Subsidiaries as at December 31, 2004, 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 KPMG LLP, independent public accountants, and the Consolidated balance sheet of the Guarantor and its Subsidiaries as at March 31, 2005, 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, 2005, 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 generally accepted accounting principles consistently applied. Since December 31, 2004, there has been no Material Adverse ChangeSeller. (f) There is no pending or, to the knowledge of the Guarantor, threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting the Guarantor or any of its Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation), 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 or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (g) No Loan Party is 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. (h) No Loan Party is an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. (i) All factual information (taken as a whole) heretofore or contemporaneously furnished by or on behalf of any Loan Party in writing to any Lender (including, without limitation, all information contained in this Agreement) for purposes of or in connection with this Agreement or any transaction contemplated herein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of such Loan Party in writing to any Lender will be, true and accurate in all material respects on the date as of which such information is dated or certified and does not or will not omit to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided.

Representations and Warranties of the Guarantor. The Guarantor represents and warrants as followsto the Bank that: (a) Each Loan Party it is duly incorporated and validly existing as a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of Delaware, United States of America, and it has power to carry on its organization.business as it is now being conducted and to own its property and other assets; (b) The it has the power to execute and deliver, and perform its obligations under, this Deed of Guarantee and Indemnity and all necessary corporate, shareholder and other action has been taken to authorise the execution, delivery and performance by each Loan Party of this Agreement and the Notes to be delivered same by it, and the consummation of the transactions contemplated hereby, are within the such Loan Party's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the such Loan Party's charter or by-laws or other organizational documents or (ii) law or any contractual restriction binding on or affecting any Loan Party.; (c) No authorization or approval or other action by, the board of directors of the Guarantor is satisfied that the Guarantor is entering into this Deed of Guarantee and no notice to or filing with, any governmental authority or regulatory body or any other third party is required Indemnity for the due execution, delivery purposes of its business and performance by that its doing so benefits the any Loan Party of this Agreement or the Notes to be delivered by it.Guarantor; (d) This Agreement has beenthis Deed of Guarantee and Indemnity constitutes its legally valid, binding and each enforceable obligations subject to any qualifications set out in the legal opinions provided to the Bank pursuant to Article 1.04 of the Notes to be delivered by it when delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of each Loan Party party thereto enforceable against such Loan Party in accordance with their respective terms.Finance Contract; (e) The Consolidated balance sheet the execution and delivery of, the performance of its obligations under and compliance with the provisions of, this Deed of Guarantee and Indemnity do not and will not: (i) contravene or conflict with any applicable law, statute, rule or regulation, or any judgement, decree or permit to which it is subject; (ii) contravene or conflict with any agreement or other instrument binding upon it which might reasonably be expected to have a material adverse effect on its ability to perform its obligations under this Deed of Guarantee and Indemnity; and (iii) contravene or conflict with any provision of its constitutional documents; (f) the latest available consolidated audited financial statements of the Guarantor have been prepared in accordance with Applicable Accounting Standards and have been approved by its Subsidiaries auditors as at December 31, 2004, representing a true and the related Consolidated statements of income and cash flows fair view of the Guarantor results of its operations for that year and its Subsidiaries for accurately disclose or reserve, to the fiscal year then endedextent required in accordance with Applicable Accounting Standards, accompanied by an opinion of KPMG LLP, independent public accountants, and against all the Consolidated balance sheet of the Guarantor and its Subsidiaries as at March 31, 2005, 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 liabilities (actual or contingent) 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, 2005, 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 generally accepted accounting principles consistently applied. Since December 31, 2004, ; (g) there has been no Material Adverse Change.Change since 18 November 2014; (fh) There is no pending or, to the knowledge event or circumstance which constitutes an event of default under Article 10.01 of the GuarantorFinance Contract has occurred and is continuing unremedied or unwaived; (i) no litigation, arbitration, administrative proceedings or investigation is current or to its knowledge is threatened actionor pending before any court, suitarbitral body or agency which has resulted or if adversely determined is reasonably likely to result in a Material Adverse Change, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting the Guarantor nor is there subsisting against it or any of its Subsidiaries before any court, governmental agency unsatisfied judgement or arbitrator that (i) could be award which has resulted or is reasonably likely to have result in a Material Adverse Effect (other than the Disclosed Litigation), 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 or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby.Change; (gj) No Loan Party is engaged in the business it has obtained all necessary consents, authorisations, licences or approvals of extending credit for the purpose of purchasing governmental 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 public bodies or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (h) No Loan Party is an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. (i) All factual information (taken as a whole) heretofore or contemporaneously furnished by or on behalf of any Loan Party in writing to any Lender (including, without limitation, all information contained in this Agreement) for purposes of or authorities in connection with this Agreement or any transaction contemplated herein isDeed of Guarantee and Indemnity, and in order to lawfully comply with its obligations hereunder, and all such consents, authorisations, licences or approvals are in full force and effect and admissible in evidence; (k) the Borrower, the Guarantor and any Subsidiary are in compliance with Article 6.01 of this Deed of Guarantee and Indemnity; (l) it is in compliance with Article 5.05(e) of this Deed of Guarantee and Indemnity and to the best of its knowledge and belief (having made due and careful enquiry) no material Environmental Claim has been commenced or is threatened against it or any member of the Group in relation to the Project; (m) it will not be required to make any deduction or withholding from any payment it may make under this Deed of Guarantee and Indemnity; (n) under the laws of its jurisdiction of incorporation, the claims of the Bank against it under this Deed of Guarantee and Indemnity will rank at least pari passu with the claims of all its other unsecured creditors save those whose claims are preferred by reason of any bankruptcy, insolvency, liquidation or other similar laws of general application; (o) under the laws of its jurisdiction of incorporation, it is not necessary that this Deed of Guarantee and Indemnity be filed, recorded or enrolled with any court or other authority in such factual information jurisdiction (save for a filing with the U.S. Securities and Exchange Commission, which shall be made by the Guarantor after the execution and delivery of this Deed of Guarantee and Indemnity) or that any stamp, registration or similar tax be paid on or in relation to this Deed of Guarantee and Indemnity; (p) it has not taken any corporate action nor have any other steps been taken or legal proceedings been started or (to the best of its knowledge and belief) threatened against it for its winding-up, dissolution, administration or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of it or of a material part of its assets or revenues; (q) in any proceedings taken in its jurisdiction of incorporation in relation to this Deed of Guarantee and Indemnity, the choice of English law as a whole) hereafter furnished by or on behalf the governing law of such Loan Party this Deed of Guarantee and Indemnity, the submission to the courts of England and any judgment obtained in writing England will be recognised and enforced, in each case subject to any Lender will be, true and accurate qualifications set out in all material respects on the date as of which such information is dated or certified and does not or will not omit legal opinions provided to state any fact necessary the Bank pursuant to make such information (taken as a whole) not misleading in any material respect at such time in light Article 1.04 of the circumstances Finance Contract; and (r) it has obtained all consents, authorisations, licences or approvals of governmental or public bodies or authorities in connection with its business activities, except where the failure to have such consents, authorisations, licences or approvals could not reasonably be expected to result in a Material Adverse Change, and all such consents, authorisations, licences or approvals are in full force and effect and admissible in evidence. The representations and warranties set out above shall survive the execution of this Deed of Guarantee and Indemnity and are deemed repeated on each Disbursement Request, Disbursement Date and on each Payment Date under which such information was providedthe Finance Contract.

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants as followsto EBRD that: (a) Each Loan Party the Guarantor is a corporation duly organized, organised and validly existing and in good standing under the laws of the jurisdiction of its organization.Netherlands; (b) The execution, delivery the Guarantor is fully familiar with and performance by each Loan Party agrees to all the provisions of the Financing Agreements and the giving of this Agreement and the Notes to be delivered by it, and the consummation of the transactions contemplated hereby, are within the such Loan Party's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the such Loan Party's charter or by-laws or other organizational documents or (ii) law or any contractual restriction binding on or affecting any Loan Party.Guarantee is for its commercial benefit; (c) No authorization or approval or the Guarantor has full power and authority (i) to execute and deliver this Guarantee and all notices, certificates and other action bydocuments related to this transaction and (ii) to comply with the provisions of, and no notice to or filing withperform all its obligations under, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the any Loan Party of this Agreement or the Notes to be delivered by it.Guarantee; (d) This Agreement the Guarantor has been, taken all necessary actions to authorise the execution and each delivery of this Guarantee and this Guarantee constitutes the Notes to be delivered by it when delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each of the Notes when delivered hereunder will be, the Guarantor's legal, valid and binding obligation of each Loan Party party thereto obligations enforceable against such Loan Party the Guarantor in accordance with their respective its terms.; (e) The Consolidated balance sheet of the entry into and performance by the Guarantor of this Guarantee does not and its Subsidiaries as at December 31will not violate in any respect (i) any law or regulation of any governmental or official authority or body, 2004, and or (ii) 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 KPMG LLP, independent public accountants, and the Consolidated balance sheet of the Guarantor and its Subsidiaries as at March 31, 2005, 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 constitutional documents of the Guarantor, copies of or (iii) any agreement, contract or other undertaking to which have been furnished to each Lender, fairly present, subject, in the case of said balance sheet as at March 31, 2005, 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 is a party or which is binding upon the Guarantor and or its Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles consistently applied. Since December 31, 2004, there has been no Material Adverse Change.assets; (f) There all consents, licences, approvals and authorisations required in connection with the entry into, performance, validity and enforceability of this Guarantee and the transactions contemplated hereby have been obtained and are in full force and effect; (g) it is not necessary for the legality, validity, enforceability or admissibility in evidence of this Guarantee that this Guarantee or any document relating hereto be registered, filed, recorded or enrolled with any court or authority in any relevant jurisdiction or that any stamp, registration or similar tax be paid on or in relation to this Guarantee; (h) no action, suit, proceeding, litigation or dispute against the Guarantor is presently taking place or pending or, to the knowledge of the Guarantorits knowledge, threatened action, suit, investigation, litigation nor is there subsisting any judgement or proceeding, including, without limitation, any Environmental Action, affecting award given against the Guarantor or any of its Subsidiaries before any court, governmental agency arbitral tribunal or arbitrator that other body which, in either case, might have a material adverse effect on the business or condition (financial or otherwise) of the Guarantor or on the ability of the Guarantor to perform any of its obligations under this Guarantee; (i) could be reasonably likely the Guarantor is not in default under any material agreement to have which it is a Material Adverse Effect party or by which it is bound (other than the Disclosed Litigation), 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 or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (g) No Loan Party is 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 Systemintra-Group agreements), and no proceeds Event of Default relating to the Guarantor (or event which, with the giving of notice or lapse of time or other applicable condition might constitute an Event of Default relating to the Guarantor) has occurred and is continuing nor will such a default or Event of Default (or such event) result from the performance by the Guarantor 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.its obligations under this Guarantee; and (hj) No Loan Party is an "investment company", or a company "controlled" by an "investment company", within the meaning obligations of the Investment Company Act of 1940, as amended. (i) All factual information (taken as a whole) heretofore or contemporaneously furnished by or on behalf of any Loan Party Guarantor under this Guarantee rank and will rank at least pari passu in writing to any Lender (including, without limitation, all information contained in this Agreement) for purposes of or in connection respects with this Agreement or any transaction contemplated herein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of such Loan Party in writing to any Lender will be, true present and accurate in all material respects on the date as of which such information is dated or certified and does not or will not omit to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light future unsecured obligations of the circumstances under which such information was providedGuarantor (apart from obligations mandatorily preferred by law).

Representations and Warranties of the Guarantor. The Guarantor represents and warrants as follows: (a) Each Loan Party is a corporation or private limited company, as applicable, duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. (b) The execution, delivery and performance by each Loan Party of this Agreement and the Notes to be delivered by it, and the consummation of the transactions contemplated hereby, are within the such Loan Party's ’s corporate or organizational, as applicable, powers, have been duly authorized by all necessary corporate or organizational, as applicable, action, and do not contravene (i) the such Loan Party's ’s charter or by-laws or other organizational documents or (ii) any law or any contractual restriction binding on or affecting any Loan Party. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the any Loan Party of this Agreement or the Notes to be delivered by it. (d) This Agreement has been, and each of the Notes to be delivered by it when delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of each Loan Party party thereto enforceable against such Loan Party in accordance with their respective terms. (e) The Consolidated balance sheet of the Guarantor and its Subsidiaries as at December 31, 20042019, 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 KPMG LLP, independent public accountants, and the Consolidated balance sheet of the Guarantor and its Subsidiaries as at March 31, 2005, 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, 2005, and said statements of income and cash flows for the three months then ended, to year-end audit adjustments, present the Consolidated financial condition of the Guarantor and its Subsidiaries as at such dates date and the Consolidated results of the operations of the Guarantor and its Subsidiaries for the periods period ended on such datesdate, all in accordance with generally accepted accounting principles consistently applied. Since December 31, 20042019, there has been no Material Adverse Change. (f) There is no pending or, to the knowledge of the Guarantor, threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting the Guarantor or any of its Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation), 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 or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (g) No Loan Party is 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. (h) No Loan Party is an "“investment company"”, or a company "“controlled" ” by an "“investment company"”, within the meaning of the Investment Company Act of 1940, as amended. (i) All factual information (taken as a whole) heretofore or contemporaneously furnished by or on behalf of any Loan Party in writing to any Lender (including, without limitation, all information contained in this Agreement) for purposes of or in connection with this Agreement or any transaction contemplated herein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of such Loan Party in writing to any Lender will be, true and accurate in all material respects on the date as of which such information is dated or certified and does not or will not omit to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. (j) The Guarantor has implemented and maintains in effect policies and procedures reasonably designed to promote compliance by the Guarantor, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. The Guarantor has implemented and maintains in effect policies and procedures that require compliance by the Guarantor, its Subsidiaries and their respective directors, officers, employees and agents with Additional Anti-Corruption Laws. The Guarantor and its Subsidiaries are, to the knowledge of the Guarantor’s President, Chief Executive Officer, Chief Financial Officer, Controller, Treasurer and General Counsel, in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of the Guarantor, any Subsidiary or any of their respective directors or officers, or, to the knowledge of the Guarantor, any of their respective employees or any agent of the Guarantor or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is, or is controlled by, a Sanctioned Person or, to the knowledge of any officer, director or employee of the Guarantor who is engaged in or has approved a transaction with such Person, any Person in which a Sanctioned Person owns, directly or indirectly, a 50 percent or greater interest. (k) The information included in each Beneficial Ownership Certification provided to any Lender on or prior to the Effective Date is true and correct in all respects as of the date hereof. (l) No Loan Party is an EEA Financial Institution or a UK Financial Institution.

Representations and Warranties of the Guarantor. The Guarantor represents and warrants as follows: (a) Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. (b) The execution, delivery and performance by each Loan Party of this Agreement and the Notes to be delivered by it, and the consummation of the transactions contemplated hereby, are within the such Loan Party's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the such Loan Party's charter or by-laws or other organizational documents or (ii) law or any contractual restriction binding on or affecting any Loan Party. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the any Loan Party of this Agreement or the Notes to be delivered by it. (d) This Agreement has been, and each of the Notes to be delivered by it when delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of each Loan Party party thereto enforceable against such Loan Party in accordance with their respective terms. (e) The Consolidated balance sheet of the Guarantor and its Subsidiaries as at December 31, 20042005, 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 KPMG LLP, independent public accountants, and the Consolidated balance sheet of the Guarantor and its Subsidiaries as at March 31, 20052006, 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, 20052006, 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 generally accepted accounting principles consistently applied. Since December 31, 20042005, there has been no Material Adverse Change. (f) There is no pending or, to the knowledge of the Guarantor, threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting the Guarantor or any of its Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation), 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 or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (g) No Loan Party is 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. (h) No Loan Party is an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. (i) All factual information (taken as a whole) heretofore or contemporaneously furnished by or on behalf of any Loan Party in writing to any Lender (including, without limitation, all information contained in this Agreement) for purposes of or in connection with this Agreement or any transaction contemplated herein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of such Loan Party in writing to any Lender will be, true and accurate in all material respects on the date as of which such information is dated or certified and does not or will not omit to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided.

Representations and Warranties of the Guarantor. (a) The Guarantor represents to Ambac that the representations and warrants as follows: (a) Each Loan Party is a corporation duly organizedwarranties made by the Guarantor, validly existing on its own behalf and contained in Clause 3 of the Subscription Agreement and in good standing under any other Finance Documents are true and correct in all respects on the laws of the jurisdiction of its organizationdate made. (b) The execution, delivery Guarantor makes each of the representations and performance warranties made by each Loan Party it under Clause 3 of the Subscription Agreement and in any other Finance Documents to Ambac on the date of this Agreement and on the Notes Closing Date and on any other date on which such representations and warranties are deemed to be delivered by it, repeated in the relevant Finance Document as if those representations and the consummation of the transactions contemplated hereby, are within the such Loan Party's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the such Loan Party's charter or by-laws or other organizational documents or (ii) law or any contractual restriction binding on or affecting any Loan Partywarranties were set out in this Agreement mutatis mutandis. (c) No authorization or approval or other action byThe Guarantor represents to Ambac that, and except for the Put Option described in Condition 13 of the Bonds, there are no notice to or filing withput options, any governmental authority or regulatory body or any other third party is required for rights in either case having substantially the same effect as the Put Option, in relation to any indebtedness of the Guarantor, other than the obligations contained in each of (i) Condition 7 (Redemption at the Option of Bondholders) of the terms and conditions of Northern Electric Finance plc's £100,000,000 8.875 per cent. Guaranteed Bonds due execution, delivery 2020 and performance by (ii) Condition 7 (Redemption at the any Loan Party Option of this Agreement or Bondholders) of the Notes to be delivered by itterms and conditions of Northern Electric Finance plc's £100,000,000 8.625 per cent. Guaranteed Bonds due 2005. (d) This Agreement has beenThe Guarantor represents to Ambac that there are no negative pledges, and each or any other restrictions over the granting of the Notes to be delivered by it when delivered hereunder will have beenany Security Interest upon, duly executed and delivered by each Loan Party party thereto. This Agreement isor with respect to, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of each Loan Party party thereto enforceable against such Loan Party in accordance with their respective terms. (e) The Consolidated balance sheet of the Guarantor and its Subsidiaries as at December 31, 2004, 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 KPMG LLP, independent public accountants, and the Consolidated balance sheet of the Guarantor and its Subsidiaries as at March 31, 2005, 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 any Relevant Indebtedness 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, 2005, 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 generally accepted accounting principles consistently applied. Since December 31, 2004, there has been no Material Adverse Change. (f) There is no pending or, to the knowledge of the Guarantor, threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting the Guarantor or any of its Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation)Existing Negative Pledge, the Negative Pledge described in Condition 4 of the Bonds, (at any time that NEDL is a "Significant Subsidiary" as defined in the Indenture referred to below) the obligations contained in Section 1014 (Limitation on Liens) of the Indenture dated as of December 15, 1997 between, inter alios, CE Electric UK Funding Company and The Bank of New York as Trustee and relating to, inter alia, CE Electric UK Funding Company's US$237,000,000 6.995% Senior Notes due 2007, 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 or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (g) No Loan Party is 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. (h) No Loan Party is an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. (i) All factual information (taken as a whole) heretofore or contemporaneously furnished by or on behalf of any Loan Party in writing to any Lender (including, without limitation, all information obligations contained in this AgreementCondition 5 (Negative Pledge) for purposes of or in connection with this Agreement or any transaction contemplated herein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of such Loan Party in writing to any Lender will be, true and accurate in all material respects on the date as of which such information is dated or certified and does not or will not omit to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was providedCE Electric UK Funding Company's £200,000,000 7.25% Guaranteed Bonds due 2022.

Representations and Warranties of the Guarantor. The Guarantor represents and warrants as followsto the Lessor and the Agent that: (a) Each Loan Party the Guarantor and each of its Subsidiaries (such term being used herein as defined in the Credit Agreement) which is a party to any of the Project Agreements or any of the Fundamental Documents (collectively, the "GCI Parties") is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has full power, authority and legal right to carry on its business as presently conducted, to own its properties and to enter into and perform its obligations under each Project Agreement and each Fundamental Document to which it is a party, and is duly qualified to do business and is in good standing in each jurisdiction in which the jurisdiction failure to be so qualified could reasonably be expected to have a material adverse effect on its financial condition, business or operations or its ability to perform its obligations under any of its organization.the Project Agreements or any of the Fundamental Documents to which it is a party; (b) The the execution, delivery and performance by each Loan GCI Party of this each Project Agreement and the Notes each Fundamental Document to be delivered by it, and the consummation of the transactions contemplated hereby, are within the such Loan Party's corporate powers, which it is a party have been duly authorized by all necessary corporate action, do not require any stockholder approval, do not and will not contravene any presently existing law or any governmental rule, regulation or order applicable to such GCI Party or its properties and do not and will not contravene (i) the such Loan Party's charter provisions of, or constitute a default under, the certificate of incorporation or by-laws of such GCI Party or any indenture, mortgage, contract or other organizational documents agreement or (ii) law instrument to which such GCI Party is a party or any contractual restriction binding on or affecting any Loan Party.by which such GCI Party is bound; (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the any Loan each GCI Party of this each Project Agreement and each Fundamental Document to which it is a party do not require the consent or approval or authorization or order of, the giving of notice to, or the Notes to be delivered by it.registration with, or the taking of any other action in respect of, any Federal, state or other governmental authority or agency, foreign or domestic, other than such as have been duly obtained, given or taken; (d) This each Project Agreement has been, and each of the Notes to be delivered by it when delivered hereunder will have beenFundamental Document has been duly authorized, duly executed and delivered by each Loan GCI Party which is a party thereto. This Agreement is, thereto and each of the Notes when delivered hereunder will be, constitutes the legal, valid and binding obligation of each Loan Party party thereto such GCI Party, enforceable against each such Loan GCI Party in accordance with their respective terms.terms except as the enforceability hereof may be limited by (i) any applicable bankruptcy, reorganization, insolvency and other similar rights generally and (ii) general principles of equity (whether considered at a suit at law or in equity); (e) The Consolidated balance sheet the audited financial statements of the Guarantor General Communication, Inc., an Alaska corporation ("GCI") and its Subsidiaries as at December 31, 2004, and the related Consolidated statements of income and cash flows of the Guarantor and its consolidated Subsidiaries for the fiscal year then endedended December 31, accompanied by an opinion of KPMG LLP, independent public accountants1996, and the Consolidated balance sheet unaudited financial statements of the Guarantor GCI and its Subsidiaries as at March 31, 2005, and the related Consolidated statements of income and cash flows of the Guarantor and its consolidated Subsidiaries for the three months then ended9-month period ended September 30, duly certified by the chief financial officer of the Guarantor1997, copies of which have been furnished delivered by the Guarantor to each Lenderthe Lessor and the Agent, are complete and correct in all material respects and present fairly present, subject, in the case of said balance sheet as at March 31, 2005, 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 GCI and its consolidated Subsidiaries as at such the dates thereof and the Consolidated results of the operations and changes in financial position of the Guarantor GCI and its consolidated Subsidiaries for the periods ended on such datescovered thereby, all in accordance conformity with generally accepted accounting principles consistently appliedapplied (except as stated therein or in the notes thereto). Since December 31June 30, 20041997, there has been no Material Adverse Change. (f) There is no pending or, to the knowledge of the Guarantor, threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting the Guarantor or any of its Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation), and there has been no material adverse change in the statusconsolidated financial condition, business or financial effect on operations of the Guarantor or any of GCI and its consolidated Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (g) No Loan Party is 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. (h) No Loan Party is an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. (i) All factual information (taken as a whole) heretofore or contemporaneously furnished by or on behalf of any Loan Party in writing to any Lender (including, without limitation, all information contained in this Agreement) for purposes of or in connection with this Agreement or any transaction contemplated herein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of such Loan Party in writing to any Lender will be, true and accurate in all material respects on the date as of which such information is dated or certified and does not or will not omit to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided.;

Representations and Warranties of the Guarantor. The Guarantor represents and warrants as follows: (a) Each Loan Party is a corporation corporation, duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. (b) The execution, delivery and performance by each Loan Party of this Agreement and the Notes to be delivered by it, and the consummation of the transactions contemplated hereby, are within the such Loan Party's ’s corporate or organizational, as applicable, powers, have been duly authorized by all necessary corporate or organizational, as applicable, action, and do not contravene (i) the such Loan Party's ’s charter or by-laws or other organizational documents or (ii) any law or any contractual restriction binding on or affecting any Loan Party. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the any Loan Party of this Agreement or the Notes to be delivered by it. (d) This Agreement has been, and each of the Notes to be delivered by it when delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of each Loan Party party thereto enforceable against such Loan Party in accordance with their respective terms. (e) The Consolidated balance sheet of the Guarantor and its Subsidiaries as at December 31, 20042019, 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 KPMG LLP, independent public accountants, and the Consolidated balance sheet of the Guarantor and its Subsidiaries as at March 31, 2005, 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, 2005, and said statements of income and cash flows for the three months then ended, to year-end audit adjustments, present the Consolidated financial condition of the Guarantor and its Subsidiaries as at such dates date and the Consolidated results of the operations of the Guarantor and its Subsidiaries for the periods period ended on such datesdate, all in accordance with generally accepted accounting principles consistently applied. Since December 31, 20042019, there has been no Material Adverse Change. (f) There is no pending or, to the knowledge of the Guarantor, threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting the Guarantor or any of its Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation), 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 or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (g) No Loan Party is 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. (h) No Loan Party is an "“investment company"”, or a company "“controlled" ” by an "“investment company"”, within the meaning of the Investment Company Act of 1940, as amended. (i) All factual information (taken as a whole) heretofore or contemporaneously furnished by or on behalf of any Loan Party in writing to any Lender (including, without limitation, all information contained in this Agreement) for purposes of or in connection with this Agreement or any transaction contemplated herein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of such Loan Party in writing to any Lender will be, true and accurate in all material respects on the date as of which such information is dated or certified and does not or will not omit to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. (j) The Guarantor has implemented and maintains in effect policies and procedures reasonably designed to promote compliance by the Guarantor, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. The Guarantor has implemented and maintains in effect policies and procedures that require compliance by the Guarantor, its Subsidiaries and their respective directors, officers, employees and agents with Additional Anti-Corruption Laws. The Guarantor and its Subsidiaries are, to the knowledge of the Guarantor’s President, Chief Executive Officer, Chief Financial Officer, Controller, Treasurer and General Counsel, in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of the Guarantor, any Subsidiary or any of their respective directors or officers, or, to the knowledge of the Guarantor, any of their respective employees or any agent of the Guarantor or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is, or is controlled by, a Sanctioned Person or, to the knowledge of any officer, director or employee of the Guarantor who is engaged in or has approved a transaction with such Person, any Person in which a Sanctioned Person owns, directly or indirectly, a 50 percent or greater interest. (k) The information included in each Beneficial Ownership Certification provided to any Lender on or prior to the Effective Date is true and correct in all respects as of the date hereof. (l) No Loan Party is an EEA Financial Institution or a UK Financial Institution.

Representations and Warranties of the Guarantor. The Guarantor represents and warrants as follows: (a) Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. (b) The execution, delivery and performance by each Loan Party of this Agreement and the Notes to be delivered by it, and the consummation of the transactions contemplated hereby, are within the such Loan Party's ’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the such Loan Party's ’s charter or by-laws or other organizational documents or (ii) any law or any contractual restriction binding on or affecting any Loan Party. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the any Loan Party of this Agreement or the Notes to be delivered by it. (d) This Agreement has been, and each of the Notes to be delivered by it when delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of each Loan Party party thereto enforceable against such Loan Party in accordance with their respective terms. (e) The Consolidated balance sheet of the Guarantor and its Subsidiaries as at December 31, 20042009, 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 KPMG LLP, independent public accountants, and the Consolidated balance sheet of the Guarantor and its Subsidiaries as at March 31September 30, 20052010, and the related Consolidated statements of income and cash flows of the Guarantor and its Subsidiaries for the three nine 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 31September 30, 20052010, and said statements of income and cash flows for the three nine 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, 20042009, there has been no Material Adverse Change. (f) There is no pending or, to the knowledge of the Guarantor, threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting the Guarantor or any of its Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation), 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 or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (g) No Loan Party is 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. (h) No Loan Party is an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. (i) All factual information (taken as a whole) heretofore or contemporaneously furnished by or on behalf of any Loan Party in writing to any Lender (including, without limitation, all information contained in this Agreement) for purposes of or in connection with this Agreement or any transaction contemplated herein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of such Loan Party in writing to any Lender will be, true and accurate in all material respects on the date as of which such information is dated or certified and does not or will not omit to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided.

Representations and Warranties of the Guarantor. The Guarantor represents and warrants to each Holder that as followsof the date such person becomes a Guarantor hereunder: (a) Each Loan Party The Guarantor is a corporation real estate investment trust duly organized and existing in good standing under the laws of the State of North Dakota and has the trust power to own its property and assets and to conduct its business in the matter and in the places in which it is now being and is presently proposed to be conducted and to perform its obligations under this Guaranty, the Note Agreement and any other Transaction Document to which it is a party. The Guarantor is a real estate investment trust duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law. The Guarantor has the power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Guaranty and to perform the provisions hereof. (b) [intentionally omitted] (c) This Guaranty has been duly authorized by all necessary 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 terms, 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). (d) The execution, delivery and performance by each Loan Party the Guarantor of this Agreement and Guaranty will not (1) contravene, result in any breach of, or constitute a default under, or result in the Notes to be delivered by it, and the consummation creation of any Lien in respect of any property of the transactions contemplated herebyGuarantor under any indenture, are within mortgage, deed of trust, loan, purchase or credit agreement, lease, organizational document or any other agreement or instrument to which the such Loan Party's corporate powersGuarantor is bound or by which the Guarantor or any of its properties may be bound or affected, have been duly authorized by all necessary corporate action(2) conflict with or result in a breach of any of the terms, and do not contravene conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or governmental authority applicable to the Guarantor, or (i3) the such Loan Party's charter or by-laws violate any provision of any statute or other organizational documents rule or (ii) law or regulation of any contractual restriction binding on or affecting any Loan Partygovernmental authority applicable to the Guarantor. (ce) No authorization or consent, approval or other action byauthorization of, and no notice to or registration, filing or declaration with, any governmental authority or regulatory body or any other third party is required for in connection with the due execution, delivery and or performance by the any Loan Party Guarantor of this Agreement or the Notes to be delivered by it. (d) This Agreement has been, and each of the Notes to be delivered by it when delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of each Loan Party party thereto enforceable against such Loan Party in accordance with their respective terms. (e) The Consolidated balance sheet of the Guarantor and its Subsidiaries as at December 31, 2004, 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 KPMG LLP, independent public accountants, and the Consolidated balance sheet of the Guarantor and its Subsidiaries as at March 31, 2005, 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, 2005, 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 generally accepted accounting principles consistently applied. Since December 31, 2004, there has been no Material Adverse ChangeGuaranty. (f) There is are no actions, suits or proceedings pending or, to the knowledge of the Guarantor, threatened action, suit, investigation, litigation against or proceeding, including, without limitation, any Environmental Action, affecting the Guarantor or any property of its Subsidiaries the Guarantor in any court or before any courtarbitrator of any kind or before or by any governmental authority that, governmental agency individually or arbitrator that (i) in the aggregate, could be reasonably likely expected to have result in a Material Adverse Effect (other than the Disclosed Litigation), and there has been no material adverse change in the statusbusiness, prospects, property or assets, condition (financial effect on the Guarantor or any of its Subsidiaries, otherwise) or operations of the Disclosed Litigation from that described on Schedule 3.01(b) hereto or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated herebyGuarantor. (g) No Loan Party is 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. (h) No Loan Party is an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. (i) All factual information (taken as a whole) heretofore or contemporaneously furnished by or on behalf of any Loan Party in writing to any Lender (including, without limitation, all information contained in this Agreement) for purposes of or in connection with this Agreement or any transaction contemplated herein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of such Loan Party in writing to any Lender will be, true and accurate in all material respects on the date as of which such information is dated or certified and does not or will not omit to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided.

Representations and Warranties of the Guarantor. The Guarantor represents and warrants as follows: (a) Each Loan Party The Guarantor is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Change, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required. (b) The execution, delivery and performance by each Loan Party of this Agreement and the Notes to be delivered by it, and the consummation of the transactions contemplated herebyhereby to be consummated by the Guarantor (i) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (ii) will not violate (x) any applicable law, regulation or order of any Governmental Authority, except for violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Change, or (y) any charter, by laws or other organizational documents of the Guarantor, (iii) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any Guarantor or its assets, or give rise to a right thereunder to require any payment to be made by any Guarantor and (iv) is within the such Loan PartyGuarantor's corporate powers, have powers and has been duly authorized by all necessary corporate action, and do not contravene (i) the such Loan Party's charter or by-laws or other organizational documents or (ii) law or any contractual restriction binding on or affecting any Loan Party. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the any Loan Party of this Agreement or the Notes to be delivered by it. (d) . This Agreement has been, and each of the Notes to be delivered by it when delivered hereunder will have been, been duly executed and delivered by each Loan Party party thereto. This Agreement is, the Guarantor and each of the Notes when delivered hereunder will be, the constitutes a legal, valid and binding obligation of each Loan Party party thereto the Guarantor, enforceable against such Loan Party in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (ec) The Guarantor has heretofore furnished to the Lenders its audited Consolidated balance sheet and statements of earnings, equity and cash flows as of and for the Guarantor and its Subsidiaries as at fiscal year ended December 31, 2004, reported on by independent public accountants. Such financial statements present fairly, in all material respects, the financial position and the related Consolidated statements results of income operations and cash flows of the Guarantor and its Consolidated Subsidiaries, as of the date thereof and for such fiscal year, in accordance with GAAP. (d) The Guarantor and each of its Significant Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property material to its business, except for defects in title that, individually or in the fiscal year then endedaggregate, accompanied by an opinion would not reasonably be expected to result in a Material Adverse Change. (e) The Guarantor and each of KPMG LLPits Significant Subsidiaries owns, independent public accountantsor is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the Consolidated balance sheet of use thereof by the Guarantor and each of its Significant Subsidiaries as at March 31does not infringe upon the rights of any other Person, 2005except for any such infringements that, 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, individually or in the case of said balance sheet as at March 31aggregate, 2005, and said statements of income and cash flows for the three months then ended, would not reasonably be expected 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 result in accordance with generally accepted accounting principles consistently applied. Since December 31, 2004, there has been no a Material Adverse Change. (f) There is are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Guarantor, threatened action, suit, investigation, litigation against or proceeding, including, without limitation, any Environmental Action, affecting the Guarantor or any of its Significant Subsidiaries before any court, governmental agency or arbitrator that (i) could as to which there would reasonably be expected to be an adverse determination and that, if adversely determined, would reasonably likely be expected, individually or in the aggregate, to have result in a Material Adverse Effect Change (other than the Disclosed Litigation), 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(bMatters) hereto or (ii) purports to affect the legality, validity or enforceability of that involve this Agreement or any Note or the consummation of the transactions contemplated herebyherein. (g) No Loan Party is engaged Except for the Disclosed Matters and except with respect to any other matters that, individually or in the business aggregate, would not reasonably be expected to result in a Material Adverse Change, neither the Guarantor nor any of extending credit for the purpose of purchasing its Significant Subsidiaries (i) has failed to comply with any Environmental Law or carrying margin stock to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System)ii) has become subject to any Environmental Liability, and no proceeds (iii) has received notice of any Advance will be used claim with respect to purchase any Environmental Liability or carry (iv) knows of any margin stock or to extend credit to others basis for the purpose of purchasing or carrying any margin stockEnvironmental Liability. (h) The Guarantor and its Significant Subsidiaries are each in compliance with all laws, regulations and orders of any Governmental Authority applicable to them or their respective property and all indentures, agreements and other instruments binding upon them or their respective property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Change. No Loan Party Default has occurred and is continuing. (i) The Guarantor is not an "investment company"" as defined in, or a company "controlled" by an "investment company"subject to regulation under, within the meaning of the Investment Company Act of 1940. The Guarantor is not a "holding company" as defined in, as amendedor subject to regulation under, the Public Utility Holding Company Act of 1935. (j) The Guarantor and its Subsidiaries have each timely filed or caused to be filed all tax returns and reports required to have been filed and have paid or caused to be paid all taxes, assessments and governmental charges or levies imposed upon them or upon their respective property required to have been paid by it, except (i) All factual all taxes, assessments and governmental charges or levies imposed upon them or upon their respective property that are being contested in good faith by appropriate proceedings and for which Guarantor or any Subsidiary, as applicable, has set aside on its books adequate reserves or (ii) to the extent that the failure to do so would not reasonably be expected to result in a Material Adverse Change. (k) Each Plan and, to the knowledge of the Guarantor, each Multiemployer Plan, is in compliance in all material respects with, and has been administered in all material respects in compliance with, the applicable provisions of ERISA, the Code and any other Federal or State law, and no ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to result in a Material Adverse Change. (l) None of the reports, financial statements, certificates or other information (taken as a whole) heretofore or contemporaneously concerning the Guarantor furnished by or on behalf of any Loan Party in writing the Guarantor to the Agent or any Lender (including, without limitation, all information contained in this Agreement) for purposes of or in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished), including the Information Memorandum insofar as information regarding the Guarantor is concerned, contains any transaction contemplated herein is, and all other such factual information (taken as a whole) hereafter furnished by material misstatement of fact or on behalf of such Loan Party in writing to any Lender will be, true and accurate in all material respects on the date as of which such information is dated or certified and does not or will not omit omits to state any material fact necessary to make such information (taken as a whole) not misleading the statements therein, in any material respect at such time in the light of the circumstances under which they were made, not misleading; provided that with respect to projected financial information, the Guarantor represents only that such information was providedprepared in good faith based upon assumptions believed to be reasonable at the time. (m) None of the Guarantor or any other Subsidiary of the Guarantor is (i) named on the list of Specially Designated Nationals or Blocked Persons maintained by the U.S. Department of the Treasury's Office of Foreign Assets Control available at xxxx://xxx.xxxxx.xxx/offices/eotffc/ofac/sdn/index.html, or (ii)(A) an agency of the government of a country, (B) an organization controlled by a country, or (C) a Person resident in a country that is subject to a sanctions program identified on the list maintained by the U.S. Department of the Treasury's Office of Foreign Assets Control and available at xxxx://xxx.xxxxx.xxx/offices/eotffc/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person, and the proceeds from any Letters of Credit will not be used to fund any operations in, finance any investments or activities in, or make any payments to, any such country, agency, organization or person. (n) As of the Closing Date, the Beneficiaries and the Account Party are direct or indirect wholly-owned Subsidiaries of the Guarantor.

Representations and Warranties of the Guarantor. The Guarantor represents hereby represents, warrants and warrants acknowledges to the Sellers as followsof the date hereof and as of the Closing Date (except for such representations which are expressly made as of the Put Option Date or as of the Closing Date and are therefore made on such date only) as set forth below: (a) Each Loan Party The Guarantor is a corporation duly organized, incorporated and validly existing and in good standing under the laws of Florida, is not in a state of insolvency (en état de cessation des paiements), nor subject to any Insolvency Proceedings. The Guarantor has the jurisdiction of corporate capacity and right to enter into this Agreement, to perform its organizationobligations hereunder and to consummate the transactions contemplated hereby. (b) The execution, delivery and performance by each Loan Party entering into of this Agreement and the Notes to be delivered by it, and the consummation performance of the transactions contemplated hereby, are within the such Loan Party's corporate powers, Guarantor’s obligations hereunder have been duly authorized by all necessary corporate action, action and do not contravene (i) proceedings on the such Loan Party's charter or by-laws or other organizational documents or (ii) law or any contractual restriction binding on or affecting any Loan Party. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for part of the due execution, delivery and performance by the any Loan Party of this Agreement or the Notes to be delivered by it. (d) Guarantor. This Agreement has been, been duly signed by the Guarantor and each of the Notes to be delivered by it when delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each of the Notes when delivered hereunder will be, the constitutes a legal, valid and binding obligation of each Loan Party party thereto the Guarantor, enforceable against such Loan Party it in accordance with their respective its terms. (ec) The Consolidated balance sheet Neither the entering into of this Agreement, nor the performance by the Guarantor of its obligations hereunder, nor the consummation of the Guarantor and its Subsidiaries as at December 31, 2004, and the related Consolidated statements of income and cash flows transactions provided for hereby does or will: (i) conflict with or violate any provision of the Guarantor and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of KPMG LLP, independent public accountants, and the Consolidated balance sheet of the Guarantor and its Subsidiaries as at March 31, 2005, 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 Organizational Documents of the Guarantor; (ii) violate, copies of which have been furnished to each Lender, fairly present, subject, conflict with or result in the case breach or termination of, or constitute a default or event of said balance sheet as at March 31default (or an event which with notice, 2005lapse of time, and said statements or both, would constitute a default or event of income and cash flows for default), under 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 generally accepted accounting principles consistently applied. Since December 31, 2004, there has been no Material Adverse Change. (f) There is no pending or, to the knowledge of the Guarantor, threatened action, suit, investigation, litigation or proceeding, including, without limitationterms of, any Environmental Action, affecting material Contract or Governmental Authorization to which the Guarantor or any of its Subsidiaries before any court, governmental agency Affiliates is a party or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation), and there has been no adverse change in the status, or financial effect on by which the Guarantor or any of its SubsidiariesAffiliates is bound in a manner that would prevent the Guarantor to perform its obligations under this Agreement; or (iii) subject to obtaining the Required Clearances, constitute a violation by the Guarantor or any of its Affiliates of any Laws or Judgments. (d) Other than the Disclosed Litigation from that described on Schedule 3.01(bRequired Clearances, no Governmental Authorization or other third party consent is required to be made or obtained by the Guarantor or any of its Affiliates prior to the Closing in connection with (a) hereto or (ii) purports to affect the legality, validity or enforceability entering into of this Agreement by the Guarantor, (b) the performance by the Guarantor of its obligations hereunder, or any Note or (c) the consummation of any of the transactions contemplated herebyby this Agreement. (ge) No Loan Party is 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 Each of the Federal Reserve System)Guarantor, its directors, officers, and no proceeds other individuals having primary management or supervisory responsibilities of any Advance will be used to purchase the Guarantor, (a) is a U.S. citizen or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. company and (hb) No Loan Party is an not, and is not controlled by, a "investment company", foreign person" or a company "controlledforeign entity" by an "investment company", within the meaning of the Investment Company Act of 1940, as amendedsuch terms are respectively defined in 31 C.F.R. § 800.224 and 31 C.F.R. § 800.220. (i) All factual information (taken as a whole) heretofore or contemporaneously furnished by or on behalf of any Loan Party in writing to any Lender (including, without limitation, all information contained in this Agreement) for purposes of or in connection with this Agreement or any transaction contemplated herein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of such Loan Party in writing to any Lender will be, true and accurate in all material respects on the date as of which such information is dated or certified and does not or will not omit to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided.

Representations and Warranties of the Guarantor. The Guarantor represents and warrants as follows: (a) Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. (b) The execution, delivery and performance by each Loan Party of this Agreement and the Notes to be delivered by it, and the consummation of the transactions contemplated hereby, are within the such Loan Party's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the such Loan Party's charter or by-laws or other organizational documents or (ii) law or any contractual restriction binding on or affecting any Loan Party. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the any Loan Party of this Agreement or the Notes to be delivered by it. (d) This Agreement has been, and each of the Notes to be delivered by it when delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of each Loan Party party thereto enforceable against such Loan Party in accordance with their respective terms. (e) The Consolidated balance sheet of the Guarantor and its Subsidiaries as at December 31, 20042002, 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 KPMG LLP, independent public accountants, and the Consolidated balance sheet of the Guarantor and its Subsidiaries as at March 31June 30, 20052003, and the related Consolidated statements of income and cash flows of the Guarantor and its Subsidiaries for the three six 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 31June 30, 20052003, and said statements of income and cash flows for the three 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, 20042002, there has been no Material Adverse Change. (f) There is no pending or, to the knowledge of the Guarantor, threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting the Guarantor or any of its Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation), 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 or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (g) No Loan Party is 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. (h) No Loan Party is an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. (i) All factual information (taken as a whole) heretofore or contemporaneously furnished by or on behalf of any Loan Party in writing to any Lender (including, without limitation, all information contained in this Agreement) for purposes of or in connection with this Agreement or any transaction contemplated herein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of such Loan Party in writing to any Lender will be, true and accurate in all material respects on the date as of which such information is dated or certified and does not or will not omit to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided.

Representations and Warranties of the Guarantor. The To induce the other Parties to enter into this Agreement, the Guarantor hereby reaffirms as to itself and its Subsidiaries, as of the date hereof, its representations and warranties contained in Section 3.01 of the Guaranty (except to the extent such representations and warranties relate solely to an earlier date) and additionally represents and warrants as follows: (a) Each Loan Party The Guarantor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all corporate powers and all governmental licenses, authorizations, certificates, consents and approvals required to carry on its business as now conducted in all material respects, except for those licenses, authorizations, certificates, consents and approvals which the failure to have could not reasonably be expected to have a material adverse effect on the business, assets, condition or operation of the Guarantor and its Subsidiaries taken as a whole. Each Material Subsidiary of the Guarantor is duly organized or validly formed, validly existing and (if applicable) in good standing under the laws of its jurisdiction of incorporation or formation, except where the failure to be so organized, existing and in good standing could not reasonably be expected to have a material adverse effect on the business, assets, condition or operations of the Guarantor and its organizationSubsidiaries taken as a whole. Each Material Subsidiary of the Guarantor has all corporate or limited liability company powers and all governmental licenses, authorizations, certificates, consents and approvals required to carry on its business as now conducted in all material respects, except for those licenses, authorizations, certificates, consents and approvals which the failure to have could not reasonably be expected to have a material adverse effect on the business, assets, condition or operation of the Guarantor and its Subsidiaries taken as a whole. (b) The execution, delivery and performance by each Loan Party the Guarantor of this Agreement and the Notes to be delivered by it, and the consummation of the transactions contemplated hereby, by this Agreement are within the such Loan PartyGuarantor's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the such Loan PartyGuarantor's charter or by-laws or other organizational documents or (ii) any law or any contractual restriction binding on or affecting the Guarantor and will not result in or require the creation or imposition of any Loan PartyLien. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the any Loan Party Guarantor of this Agreement or the Notes to be delivered consummation of the transactions contemplated by itthis Agreement. (d) This Agreement has been, and each of the Notes to be delivered by it when delivered hereunder will have been, been duly executed and delivered by each Loan Party party theretothe Guarantor. This Agreement is, and each of the Notes when delivered hereunder will be, Guaranty as amended by this Agreement are the legal, valid and binding obligation obligations of each Loan Party party thereto the Guarantor enforceable against such Loan Party the Guarantor in accordance with their respective its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors' rights generally and by general principles of equity. (e) The Consolidated balance sheet Except as set forth in the Public Filings and except for certain class-action lawsuits filed on or after January 29, 2002 alleging fraud and other violations of the Guarantor and its Subsidiaries applicable securities laws, there is, as at December 31, 2004, 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 KPMG LLP, independent public accountants, and the Consolidated balance sheet of the Guarantor and its Subsidiaries as at March 31, 2005, 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 to 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, 2005, 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 generally accepted accounting principles consistently applied. Since December 31, 2004, there has been no Material Adverse Change. (f) There is no pending or, to the knowledge of the Guarantor, threatened action, suit, investigation, litigation action or proceeding, including, without limitation, any Environmental Action, proceeding affecting the Guarantor or any material Subsidiary of its Subsidiaries the Guarantor before any court, governmental agency or arbitrator that (i) arbitrator, which could reasonably be reasonably likely expected to have a Material Adverse Effect (other than materially and adversely affect the Disclosed Litigation), and there has been no adverse change in the status, financial condition or financial effect on operations of the Guarantor and its Subsidiaries taken as a whole or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto or (ii) which purports to affect the legality, validity validity, binding effect or enforceability of this Agreement Agreement, the Guaranty or any Note or other Operative Document. For the consummation purposes of this Section, "Public Filings" shall mean the transactions contemplated hereby. (g) No Loan Party is engaged in the business of extending credit Guarantor's annual report on Form 10-K 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)year ended December 31, 2000, and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others the Guarantor's quarterly reports on Form 10-Q for the purpose of purchasing or carrying any margin stockquarters ended March 31, 2001, June 30, 2001 and September 30, 2001. (h) No Loan Party is an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. (i) All factual information (taken as a whole) heretofore or contemporaneously furnished by or on behalf of any Loan Party in writing to any Lender (including, without limitation, all information contained in this Agreement) for purposes of or in connection with this Agreement or any transaction contemplated herein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of such Loan Party in writing to any Lender will be, true and accurate in all material respects on the date as of which such information is dated or certified and does not or will not omit to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided.

Representations and Warranties of the Guarantor. The Each Guarantor represents and warrants as followsthat: (a) Each Loan Party is He has a corporation duly organized, validly existing financial interest in the Borrower and the assumption of his obligations and liabilities hereunder will result in good standing under the laws of the jurisdiction of its organization.substantial financial benefits to him; (b) The execution, delivery and performance by each Loan Party of this Agreement He has read or has had an opportunity to read all documents referred to herein or otherwise relating to the Note and the Notes to be delivered by itLoan Documents, and the consummation of the transactions contemplated hereby, are within the such Loan Party's corporate powers, have been duly authorized by all necessary corporate action, this Guaranty Agreement is his binding obligation and do not contravene (i) the such Loan Party's charter or by-laws or other organizational documents or (ii) law or any contractual restriction binding on or affecting any Loan Party.is fully enforceable against him in accordance with its terms; (c) No authorization There are (i) no provisions of any existing mortgage, indenture, contract or approval agreement binding on him or affecting his property (other action bythan any such agreements with the Lender), and (ii) to his knowledge no notice to provision of law or filing withorder of court or of any administrative officer or administrative agency, binding upon him or his property, either of which would conflict with or in any governmental authority or regulatory body or any other third party is required for way prevent the due execution, delivery and or performance by of the any Loan Party terms of this Guaranty Agreement or the Notes to which would be delivered by it.in default or breached as a result of such execution, delivery or performance; (d) This Agreement has beenTo the Guarantor's knowledge, his most recent financial statement heretofore delivered to the Lender is true and each correct as of the Notes date thereof; except as disclosed to be delivered the Lender, all assets listed thereon are held by it when delivered hereunder will have been, duly executed the Guarantor personally and delivered by each Loan Party party thereto. This Agreement not in joint ownership (that is, subject to a right of survivorship) with any person (other than his spouse); to the Guarantor's knowledge there has been no material adverse change in his financial position since the date of such financial statement and each of no such material adverse change is pending or threatened, except as otherwise disclosed to the Notes when delivered hereunder will be, the legal, valid and binding obligation of each Loan Party party thereto enforceable against such Loan Party in accordance with their respective terms.Lender; (e) The Consolidated balance sheet of To the Guarantor's knowledge, there are no proceedings pending, or so far as the Guarantor and its Subsidiaries as at December 31knows, 2004threatened, 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 KPMG LLP, independent public accountants, and the Consolidated balance sheet of the Guarantor and its Subsidiaries as at March 31, 2005, 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 before any court or administrative agency or officer which will adversely affect his 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, 2005, 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 generally accepted accounting principles consistently applied. Since December 31, 2004, there has been no Material Adverse Change.position; and (f) There is no pending orTo the Guarantor's knowledge, to the knowledge all of the Guarantor's representations and those of the Borrower, threatened actionPartnership Guarantor and Corporate Guarantor under that certain Corporate Guaranty Agreement dated of even date herewith (the "Corporate Guaranty") made in obtaining the Loan, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting the Working Capital Loan and the Letter of Credit Facility from the Lender are true and correct and not knowingly misleading and the Guarantor agrees to indemnify the Lender from any loss or any expense as a result of its Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation), and there has been no adverse change in the status, or financial effect on the Guarantor or any of its Subsidiaries, breach of the Disclosed Litigation from that described on Schedule 3.01(b) hereto or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated herebyforegoing warranty. (g) No Loan Party is 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. (h) No Loan Party is an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. (i) All factual information (taken as a whole) heretofore or contemporaneously furnished by or on behalf of any Loan Party in writing to any Lender (including, without limitation, all information contained in this Agreement) for purposes of or in connection with this Agreement or any transaction contemplated herein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of such Loan Party in writing to any Lender will be, true and accurate in all material respects on the date as of which such information is dated or certified and does not or will not omit to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided.

Representations and Warranties of the Guarantor. The and the Borrower. Each of the Guarantor and, with 38 respect to itself and its Subsidiaries, the Borrower represents and warrants as follows: (a) Each Loan Party of the Guarantor and the Borrower is a corporation duly duly, organized, validly existing and in good standing under the laws of the jurisdiction indicated for it in the recital of its organizationparties to this Agreement. (b) The execution, delivery and performance by each Loan Party of the Guarantor and the Borrower of this Agreement and and, in the case of the Borrower, the Notes to be delivered by it, are each within the Guarantor's and the consummation of the transactions contemplated hereby, are within the such Loan PartyBorrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the such Loan PartyGuarantor's or the Borrower's charter or by-laws or other organizational documents or (ii) law law, any judgment, order or injunction or any contractual restriction binding on or affecting the Guarantor or the Borrower. The execution, delivery and performance by each of the Guarantor and the Borrower will not result in or require the creation of any Loan PartyLien, claim or other charge or encumbrance upon or with respect to any of the Guarantor's or the Borrower's property or interests in property. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the any Loan Party Guarantor or the Borrower of this Agreement or or, in the case of the Borrower, the Notes to be delivered by it. (d) This Agreement has beenbeen duly executed and delivered by the Guarantor and the Borrower, and each of the Notes to be delivered by it when delivered hereunder will have been, duly executed and delivered by each Loan Party party theretothe Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower, and this Agreement is the legal, valid and binding obligation of the Guarantor, in each Loan Party party thereto case enforceable against such Loan Party the Borrower and the Guarantor in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization or moratorium or similar laws affecting the rights of creditors generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (e) The Consolidated balance sheet of the Guarantor and its Subsidiaries as at December 31February 3, 20042001, 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 KPMG LLP, Arthur Andersen LLP independent public accountants, and the Consolidated xxx Xxnxxxxxxxxd balance sheet of the Guarantor and its Subsidiaries as at March 31May 5, 20052001, 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 31May 5, 20052001, 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 generally accepted accounting principles consistently applied. Since December 31February 3, 20042001, there has been no Material Adverse Change. (f) There is no pending or, to the knowledge best of the Borrower's or the Guarantor's knowledge, threatened action, suit, investigation, litigation action or proceeding, including, without limitation, any Environmental Action, affecting proceeding to which the Guarantor or any of its Subsidiaries is or would be a party before any court, governmental agency agency, or arbitrator arbitrator, that (i) could be reasonably likely to would, if adversely determined, have a Material Adverse Effect (other than Effect. Neither the Disclosed Litigation)Guarantor nor any of its Subsidiaries is in default under any order of any court, and there has been no adverse change in the statusarbitrator or governmental body, or financial effect on under any instrument, document or agreement binding upon the Guarantor Guarantor, any of its Subsidiaries or any of its Subsidiariestheir respective properties, of the Disclosed Litigation from that described on Schedule 3.01(bwhich default (alone or together with all other such defaults) hereto or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated herebywould have a Material Adverse Effect. (g) No Loan Party Neither the Guarantor nor any of its Subsidiaries or ERISA Affiliates has incurred any withdrawal liability under ERISA to any Multiemployer Plan that would have a Material Adverse Effect. (h) Not more than twenty-five percent (25%) of the value of the assets subject to any "arrangement" (as such term is engaged used in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning section 221.2(g)(1) of Regulation U issued by of the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase ) under this Agreement or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stockNotes is represented by Margin Stock. (hi) No Loan Party Neither the Borrower nor the Guarantor is an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. (i) All factual information (taken as a whole) heretofore or contemporaneously furnished by or on behalf of any Loan Party in writing to any Lender (including, without limitation, all information contained in this Agreement) for purposes of or in connection with this Agreement or any transaction contemplated herein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of such Loan Party in writing to any Lender will be, true and accurate in all material respects on the date as of which such information is dated or certified and does not or will not omit to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided.

Representations and Warranties of the Guarantor. The Guarantor represents and warrants and so long as followsthis Security Agreement remains in effect shall, in the case of clauses (b), (d) and (e), covenant: (a) Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of Guarantor has the jurisdiction of its organization.power to grant the Security Interest upon which it purports to grant hereunder; (b) The executionthe Collateral is owned by the Guarantor free and clear of any and all liens, delivery and performance by each Loan Party of this Agreement and the Notes to be delivered by itsecurity interests, and the consummation of the transactions contemplated hereby, are within the such Loan Party's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the such Loan Party's charter or by-laws charges or other organizational documents or encumbrances other than Permitted Liens (ii) law or any contractual restriction binding on or affecting any Loan Party.as defined in the Collateral Trust Agreement); (c) No authorization the Guarantor’s business operations, its records, and the Collateral are all located at the locations specified in Schedule “A” attached hereto and at other locations of retail stores of the Guarantor from time to time; (d) Guarantor has not and will not authorize any security agreement, financing statement, equivalent security or lien instrument or continuation statement covering all or any part of the Collateral except such as may have been filed (i) by the Guarantor in favor of the Collateral Trustee pursuant to this Security Agreement, and (ii) in connection with any other Permitted Liens or (iii) disclosed to the Collateral Trustee in writing as on the date hereof; and (e) this Security Agreement is effective to create a valid and continuing lien and, upon the filing of the appropriate financing statements naming the Guarantor as “debtor” and the Collateral Trustee as “secured party” and describing the Collateral as set forth herein, a perfected lien in favor of the Collateral Trustee on the portion of the Collateral that comprises Collateral under the PPSA, with respect to which a lien may be perfected by filing financing statements pursuant to the PPSA. Such lien is prior to all other liens, except Permitted Liens. All action by the Guarantor necessary to perfect the Security Interest has been duly taken. Other than filing of the necessary PPSA financing statements, no authorization, approval or other action by, and no notice consent is required to or filing with, be obtained from any governmental authority or regulatory body or any other third party is required Person for the due executiongrant of the security interest herein on the portion of the Collateral that comprises Collateral under the PPSA, delivery and performance the perfection thereof or, except as otherwise expressly set forth in the Collateral Trust Agreement, the exercise by the any Loan Party of this Agreement or the Notes to be delivered by it. (d) This Agreement has been, and each of the Notes to be delivered by it when delivered hereunder will have been, duly executed Studios of their rights and delivered by each Loan Party party thereto. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of each Loan Party party thereto enforceable against such Loan Party in accordance with their respective termsremedies hereunder. (e) The Consolidated balance sheet of the Guarantor and its Subsidiaries as at December 31, 2004, 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 KPMG LLP, independent public accountants, and the Consolidated balance sheet of the Guarantor and its Subsidiaries as at March 31, 2005, 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, 2005, 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 generally accepted accounting principles consistently applied. Since December 31, 2004, there has been no Material Adverse Change. (f) There is no pending or, to the knowledge of the Guarantor, threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting the Guarantor or any of its Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation), 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 or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (g) No Loan Party is 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. (h) No Loan Party is an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. (i) All factual information (taken as a whole) heretofore or contemporaneously furnished by or on behalf of any Loan Party in writing to any Lender (including, without limitation, all information contained in this Agreement) for purposes of or in connection with this Agreement or any transaction contemplated herein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of such Loan Party in writing to any Lender will be, true and accurate in all material respects on the date as of which such information is dated or certified and does not or will not omit to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided.

Representations and Warranties of the Guarantor. The Guarantor represents and warrants as follows: (a) Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. (b) The execution, delivery and performance by each Loan Party of this Agreement and the Notes to be delivered by it, and the consummation of the transactions contemplated hereby, are within the such Loan Party's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the such Loan Party's charter or by-laws or other organizational documents or (ii) law or any contractual restriction binding on or affecting any Loan Party. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the any Loan Party of this Agreement or the Notes to be delivered by it. (d) This Agreement has been, and each of the Notes to be delivered by it when delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of each Loan Party party thereto enforceable against such Loan Party in accordance with their respective terms. (e) The Consolidated balance sheet of the Guarantor and its Subsidiaries as at December 31, 20042001, 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 KPMG Arthur Andersen LLP, independent public accountants, and the Consolidated balance Cxxxxxxdated bxxxxxx sheet of the Guarantor and its Subsidiaries as at March 31June 30, 20052002, and the related Consolidated statements of income and cash flows of the Guarantor and its Subsidiaries for the three six 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 31June 30, 20052002, and said statements of income and cash flows for the three 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, 20042001, there has been no Material Adverse Change. (f) There is no pending or, to the knowledge of the Guarantor, threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting the Guarantor or any of its Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation), 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 or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (g) No Loan Party is 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. (h) No Loan Party is an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. (i) All factual information (taken as a whole) heretofore or contemporaneously furnished by or on behalf of any Loan Party in writing to any Lender (including, without limitation, all information contained in this Agreement) for purposes of or in connection with this Agreement or any transaction contemplated herein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of such Loan Party in writing to any Lender will be, true and accurate in all material respects on the date as of which such information is dated or certified and does not or will not omit to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided.

Representations and Warranties of the Guarantor. The Guarantor represents and warrants to the Secured Party (upon each of which representations and warranties the Secured Party specifically relies) as follows: (a1) Each Loan Party The Guarantor is a corporation duly organized, validly existing the sole legal and in good standing under beneficial owner and the laws registered holder of the jurisdiction Collateral, free and clear of its organization. (b) The executionany Adverse Claims and any security interest, delivery and performance by each Loan Party of other than Security Interests under this Agreement and any Security Interests which may arise at law; (2) The Guarantor has full power and authority and legal right to enter this Agreement and to grant the Notes to be delivered by itlimited recourse guarantee and Security Interests contained herein; (3) no consent, and the consummation of the transactions contemplated herebyapproval, are within the such Loan Party's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the such Loan Party's charter or by-laws authorization or other organizational documents or (ii) law or order of any contractual restriction binding on or affecting any Loan Party. (c) No authorization or Person and no consent, authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party Governmental Body is required to be made or obtained by the Guarantor either (a) for the due granting of the Security Interest by the Guarantor in, to or of the Collateral pursuant to this Agreement or for the execution, delivery and or performance of this Agreement by the any Loan Guarantor; or (b) for the exercise by the Secured Party of the voting or other rights provided for in this Agreement or the Notes remedies in respect of the Collateral pursuant to this Agreement, except as may be delivered required in connection with such disposition by it.laws affecting the offering and sale of securities generally or as otherwise has been obtained; (d4) This all Equity Securities of any Corporation forming part of the Collateral are and will be, until the Maturity Date, validly issued, fully paid and non-assessable; (5) there is no existing agreement, option, right or privilege capable of becoming an agreement or option pursuant to which the Guarantor would be required to sell or otherwise dispose of any of the Collateral; (6) the Security Interest granted hereunder will constitute a valid Security Interest in the Collateral upon delivery to the Secured Party of the share certificates representing the Collateral or upon registration of notice thereof in prescribed form under applicable personal property security legislation, if such registration is required in order to perfect a Security Interest in the Collateral, which Security Interest ranks prior to the rights of all other Persons; and (7) this Agreement has been, and each of the Notes to be delivered by it when delivered hereunder will have been, been duly executed and delivered by each Loan Party party thereto. This Agreement is, the Guarantor and each of the Notes when delivered hereunder will be, the constitutes a legal, valid and binding obligation of each Loan Party party thereto the Guarantor enforceable against such Loan Party the Guarantor in accordance with their respective its terms. (e) The Consolidated balance sheet of the Guarantor and its Subsidiaries as at December 31, 2004, 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 KPMG LLP, independent public accountants, and the Consolidated balance sheet of the Guarantor and its Subsidiaries as at March 31, 2005, 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 subject to each Lender, fairly present, subject, in the case of said balance sheet as at March 31, 2005, 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 generally accepted accounting principles consistently applied. Since December 31, 2004, there has been no Material Adverse Change. (f) There is no pending or, to the knowledge of the Guarantor, threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting the Guarantor or any of its Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation)applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally; 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 or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or fact that specific performance and injunctive relief may be given at the consummation discretion of the transactions contemplated herebycourt. (g) No Loan Party is 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. (h) No Loan Party is an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. (i) All factual information (taken as a whole) heretofore or contemporaneously furnished by or on behalf of any Loan Party in writing to any Lender (including, without limitation, all information contained in this Agreement) for purposes of or in connection with this Agreement or any transaction contemplated herein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of such Loan Party in writing to any Lender will be, true and accurate in all material respects on the date as of which such information is dated or certified and does not or will not omit to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided.

Representations and Warranties of the Guarantor. The Guarantor represents and warrants as followsto and agrees with each of the Dealers that: (a) Each Loan Party The Guarantor is a corporation duly organized, validly limited partnership established and existing and in good standing under the laws of the jurisdiction of Limited Partnerships Act (Ontario), with full power, capacity and authority to own its organization.properties and to conduct business, and is lawfully qualified to do business in those jurisdictions in which business is conducted by it; (b) The executionGuarantor has full power and capacity to execute and deliver this Agreement, the Covered Bond Guarantee and the Agency Agreement and to undertake and to perform the obligations expressed to be assumed by it herein and therein, and has taken all necessary corporate or other action to approve and to authorize the same; (c) This Agreement, the Covered Bond Guarantee and the Agency Agreement have been duly authorized, executed and delivered by the Guarantor and constitute, legal, valid, binding and enforceable obligations of the Guarantor, as to enforcement, bankruptcy, insolvency, reorganization and the laws of general applicability relating to or affecting creditor’s rights and to general equity principles; (d) All authorizations, consents, approvals, filings, notifications and registrations required by the Guarantor for or in connection with the execution and delivery and performance by each Loan Party of this Agreement and the Notes performance by the Guarantor of the obligations expressed to be delivered undertaken by itit herein and the distribution of the Prospectus and the relevant Prospectus Supplement have been obtained and are in full force and effect or, as the case may be, have been effected; (e) The execution and delivery of this Agreement, the Trust Deed, the Covered Bond Guarantee, the Agency Agreement and the consummation of the transactions herein and therein contemplated hereby, are within and compliance with the such Loan Party's corporate powers, have been duly authorized by all necessary corporate action, terms hereof and thereof do not contravene and will not (iA) conflict with or result in a breach of any of the such Loan Party's charter terms or by-laws provisions of, or other organizational documents or constitute a default under, the Limited Partnerships Act (iiOntario) law or any contractual restriction binding on or affecting any Loan Party. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the any Loan Party of this Agreement or the Notes to be delivered by it. (d) This Agreement has been, and each of the Notes to be delivered by it when delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of each Loan Party party thereto enforceable against such Loan Party in accordance with their respective terms. (e) The Consolidated balance sheet of the Guarantor and its Subsidiaries as at December 31, 2004, 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 KPMG LLP, independent public accountants, and the Consolidated balance sheet of the Guarantor and its Subsidiaries as at March 31, 2005, 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 constitutional documents of the Guarantor, copies the laws of the Province of Ontario, Canada or (B) violate, conflict with or result in a breach of any terms, conditions or provisions, any indenture, trust deed, mortgage or other agreement or note to which have been furnished to each Lender, fairly present, subject, the Guarantor is a party or by which it or any of its assets or properties is bound and which would be material in the case of said balance sheet as at March 31, 2005, and said statements of income and cash flows for the three months then ended, to year-end audit adjustments, the Consolidated financial condition context of the Guarantor and its Subsidiaries as at such dates and the Consolidated results issue of the operations Securities, or (C) infringe any existing applicable law, rule, regulation, directive (including any relevant implementing measures), judgment, order or decree of Canada or any political subdivisions of the foregoing having jurisdiction over the Guarantor and or its Subsidiaries for assets or properties that would have an adverse material effect on holders of the periods ended on such dates, all in accordance with generally accepted accounting principles consistently applied. Since December 31, 2004, there has been no Material Adverse Change.Securities; (f) The documents incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, as amended or supplemented, did not, as of their respective issue dates, contain an untrue statement of a material fact with respect to the Guarantor or the Covered Bond Guarantee or omit to state a material fact required to be stated therein with respect to the Guarantor or the Covered Bond Guarantee or necessary to make the statements therein with respect to the Guarantor or the Covered Bond Guarantee, in the light of the circumstances in which they were made, not misleading; (g) The Guarantor has not engaged in any activities since its formation other than (A) those incidental to any registration as a limited partnership under the Limited Partnerships Act (Ontario); (B) the authorization and execution of the Transaction Documents to which it is a party; (C) the activities referred to or contemplated in the Transaction Documents or in the Pricing Disclosure Package and the Prospectus; or (D) the activities necessary to hold the Portfolio (as defined in the applicable Prospectus Supplement) and its other assets in accordance with the terms of the Transaction Documents; (h) Other than as set out in any of the Transaction Documents there exists no mortgage, lien, pledge or other charge or security interest on or over its assets and other than the Transaction Documents, it has not entered into any other material indenture or trust deed; (i) There exists no event or circumstance which is or may with the passing of time, the giving of notice, the making of any determination, or any combination thereof constitute, an Guarantor Event of Default (as defined in the Terms and Conditions) in relation to any outstanding Security; (j) Subject to the laws of bankruptcy and other laws affecting the rights of creditors generally, its obligations under the Covered Bond Guarantee and the Transaction Documents to which it is a party will be secured in the manner provided in the Security Agreement; (k) The Guarantor is not, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Pricing Disclosure Package and the Prospectus, will not be, required to register as an “investment company” as such term is defined in the U.S. Investment Company Act of 1940, as amended; and (l) There is no pending action, suit, proceeding, inquiry or investigation before or brought by any court or any federal, provincial, state, municipal or other governmental department, commission, board, agency or body, domestic or foreign, now pending, or, to the knowledge of the Guarantor, threatened action, suit, investigation, litigation against or proceeding, including, without limitation, any Environmental Action, affecting the Guarantor or any of its Subsidiaries before any court, governmental agency or arbitrator that subsidiaries (i) could be reasonably likely to other than proceedings described in the Pricing Disclosure Package and proceedings that would not have a Material Adverse Effect (other than the Disclosed Litigation), and there has been no or a material adverse change in the status, or financial effect on the Guarantor power or any of its Subsidiaries, ability of the Disclosed Litigation from that described on Schedule 3.01(b) hereto Guarantor to perform its obligations under this Agreement, the Trust Deed or the Securities or to consummate the transactions contemplated by the Pricing Disclosure Package or (ii) purports that is required to affect be described in the legalityRegistration Statement or the Prospectus and is not so described. (a) On the basis of the representations and warranties, validity and subject to the terms and conditions, herein set forth, each of the Dealers hereby severally and not jointly agrees to use its reasonable efforts to solicit and receive offers to purchase the Securities upon the terms and conditions set forth herein, in the Prospectus as amended or enforceability supplemented from time to time and in any applicable Prospectus Supplement [or Term Sheet]. The Bank reserves the right, in its sole discretion, to instruct the Dealers to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase the Securities. Upon receipt of instructions from the Bank, the Dealers will forthwith suspend solicitation of offers to purchase Securities from the Bank until such time as the Bank has advised the Dealers that such solicitation may be resumed. During such time as the solicitation of offers to purchase the Securities shall be suspended, the Bank shall not be required to comply with the provisions of Sections 5(e), 5(f) and 5(g). As Dealers, you are authorized to solicit offers to purchase the Securities only in accordance with applicable securities laws, and in authorized denominations as set forth in the Prospectus at a purchase price equal to 100% of their principal amount unless otherwise indicated on the applicable Term Sheet, if any, and Prospectus Supplement. (b) Unless the Bank and the Dealers otherwise agree, each sale of Securities to any Dealer shall be made in accordance with the terms of this Agreement or and, unless the Bank and such Dealer shall otherwise agree, a Terms Agreement which will provide for the sale of such Securities to, and the purchase thereof by, such Dealer. A Terms Agreement may also specify certain provisions relating to the reoffering of such Securities by such Dealer. Unless the Bank and such Dealer shall otherwise agree, the commitment of any Note or Dealer to purchase Securities pursuant to any Terms Agreement shall be deemed to have been made on the consummation basis of the transactions contemplated herebyrepresentations and warranties, and subject to the terms and conditions, herein set forth. Each Terms Agreement shall include a specification of the principal amount of Securities to be purchased by any Dealer pursuant thereto, the price to be paid to the Bank for such Securities, any commissions to be paid to the Dealers, the currency in which such Securities are to be denominated, any provisions relating to rights of, and default by, any additional underwriters acting together with such Dealer in the reoffering of the Securities, and the time (each, a “Time of Delivery”) and place of delivery of and payment for such Securities. Such Terms Agreement shall also specify any requirements for officers’ certificates, opinions of counsel and accountants’ letters pursuant to Section 6 hereof. (gc) No Loan Party Each Dealer severally agrees, with respect to any Security denominated in a currency other than U.S. dollars, as dealer, directly or indirectly, not to solicit offers to purchase, and as a principal under any Terms Agreement or otherwise, directly or indirectly, not to offer, sell or deliver, such Security in, or to residents of, the country issuing such currency (or if such Security is engaged denominated 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 euros, not to residents of the Federal Reserve System12 member states of the European Monetary Union; or if such Security is denominated in a composite currency, not to residents in any country issuing a currency comprising a portion of such composite currency), 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 stockexcept, in each case, as permitted by applicable law. (hd) No Loan Party is an "investment company"Each Dealer severally represents and agrees with the Bank that it will comply with or observe any restrictions or limitations set forth in the Prospectus as amended or supplemented on persons to whom, or a company "controlled" by an "investment company"the jurisdictions or manner in which, within the meaning of the Investment Company Act of 1940Securities may be offered, as amendedsold, resold or delivered. (ie) All factual information (taken as a whole) heretofore or contemporaneously furnished by or on behalf Each Dealer severally represents and agrees with the Bank that it will promptly advise the Bank upon the completion of the distribution of any Loan Party in writing to any Lender (including, without limitation, all information contained in this Agreement) for purposes offering of or in connection with this Agreement or any transaction contemplated herein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of such Loan Party in writing to any Lender will be, true and accurate in all material respects on the date as of which such information is dated or certified and does not or will not omit to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was providedSecurities.

Representations and Warranties of the Guarantor. 3.1 The Guarantor represents and warrants to the Administrative Agent on the date hereof, as followsof the date of each Loan (other than a Loan resulting from a PIK Amount) and as of the date of each transfer of Margin Share Collateral under the Credit Documents that: (a) Each Loan Party it (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization., (ii) has all requisite corporate power and authority to execute and deliver this Guaranty and to perform the provisions of this Guaranty on its part to be performed and (iii) is qualified to do business and is in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except where the failure to be so qualified or in good standing could not reasonably be expected to have a Guarantor Material Adverse Effect; (b) The the execution, delivery and performance of this Guaranty have been duly authorized by all necessary action on the part of the Guarantor; (c) the execution, delivery and performance by each Loan Party the Guarantor of this Agreement and the Notes to be delivered by it, Guaranty and the consummation of the transactions contemplated hereby, are within the such Loan Party's corporate powers, have been duly authorized by all necessary corporate action, and hereby do not contravene and will not (a) violate (i) any provision of any law or any governmental rule or regulation applicable to the such Loan Party's charter Guarantor (including any anti-fraud or by-laws or other organizational documents or reporting provisions of the Exchange Act), (ii) law any of the Organizational Documents of the Guarantor, (iii) any trading policy of the Issuer applicable to the Guarantor or any contractual restriction Affiliate of the Guarantor, including the Issuer’s window period policy or (iv) any order, judgment or decree of any court of competent jurisdiction or other agency of government binding on the Guarantor or affecting any Loan Party. of its assets; (b) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any agreement or instrument to which the Guarantor is a party or by which the Guarantor or any of its assets is bound; (c) No authorization result in or require the creation or imposition of any Lien upon any of the assets of the Guarantor; or (d) require any approval of stockholders, members or partners or any approval or other action byconsent of any Person under any contractual obligation of the Guarantor, except for such approvals or consents which will be obtained on or before the Closing Date and no notice disclosed in writing to or filing with, any governmental authority or regulatory body or any other third party is required for the due Lenders; (d) the execution, delivery and performance by the any Loan Party Guarantor of this Agreement or the Notes to be delivered by it. (d) This Agreement has been, Guaranty and each of the Notes to be delivered by it when delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of each Loan Party party thereto enforceable against such Loan Party in accordance with their respective terms. (e) The Consolidated balance sheet of the Guarantor and its Subsidiaries as at December 31, 2004, 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 KPMG LLP, independent public accountants, and the Consolidated balance sheet of the Guarantor and its Subsidiaries as at March 31, 2005, 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, 2005, 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 generally accepted accounting principles consistently applied. Since December 31, 2004, there has been no Material Adverse Change. (f) There is no pending or, to the knowledge of the Guarantor, threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting the Guarantor or any of its Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation), 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 or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby.by this Guaranty do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority; (e) this Guaranty has been duly executed and delivered by the Guarantor and is the legally valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability; (f) there are no Adverse Proceedings with respect to the Guarantor that could reasonably be expected to have a Guarantor Material Adverse Effect; the Guarantor is not (i) in violation of any applicable laws or (ii) subject to or in default with respect to any judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, in each case that could reasonably be expected to have a Guarantor Material Adverse Effect; (g) No Loan Party it is engaged not aware of, and is not entering into this Guaranty or the transactions contemplated hereby on the basis of, any material Non-public Information in respect of the Issuer, the Common Units, the Guarantor or the Parent Shares; provided that to the extent the representation and warranty 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 immediately preceding sentence is made as of the Federal Reserve System)date of this Guaranty, such representation and warranty will not be deemed to refer to (i) the Borrower and the Guarantor’s entry into the Credit Documents or (ii) the intended use of proceeds of the initial Loan made under the Credit Documents, in each case, solely to the extent that: (x) such information has been disclosed to Citibank prior to the date of this Guaranty, (y) such information will be publicly disclosed by Borrower and Parent within one Business Day of the date of this Guaranty through a filing with the SEC that is available on the XXXXX system, a press release and/or by making such information available on the Guarantor’s website and (z) the Borrower and the Guarantor have complied, and no proceeds will comply, with their respective reporting obligations with respect to such information under Sections 13 and 16, as applicable, of the Exchange Act and applicable securities laws of any Advance will other jurisdiction, including any required filings with the SEC; provided further that this representation shall only be used deemed to purchase or carry any margin stock or to extend credit to others for be made on the purpose date of purchasing or carrying any margin stock.this Guaranty, the date the initial Loan is made under the Credit Agreement and as provided in Section 2.9(c)(iv) of the Credit Agreement; (h) No Loan Party all reports and other documents filed by it with the SEC pursuant to the Exchange Act since (and including) its most recent annual report on Form 10-K, when considered as a whole (with the more recent such reports and documents deemed to amend inconsistent statements contained in any earlier such reports and documents), do not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading; (i) it is not, and after giving effect to the transactions contemplated hereby and under the other Credit Documents will not be, required to register as, an "“investment company", or a company "controlled" by an "investment company", within the meaning of ” as such term is defined in the Investment Company Act of 1940, and shall conduct its affairs in such a manner so as amended.to ensure that it will not be required to register as an “investment company” as such term is defined in the Investment Company Act; (ij) All factual information each of the respective representations and warranties made by Borrower under the Credit Documents as of such date is true and correct; and (taken k) as a whole) heretofore or contemporaneously furnished by or on behalf of any Loan Party in writing to any Lender (includingsuch date, without limitation, all information contained in this Agreement) for purposes of or in connection with this Agreement or any transaction contemplated herein isthe Guarantor is the sole owner of, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of such Loan Party in writing has good title to any Lender will be, true and accurate in all material respects on the date as of which such information is dated or certified and does not or will not omit to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light 100% of the circumstances under which Equity Interests in Crosstex Energy GP, LLC, the general partner of the Issuer (the “GP Interests”), free and clear of all Liens other than Guarantor Permitted Liens. The Guarantor believes, based on its own good faith investigation, that the fair market value of the GP Interests on such information was provideddate is in excess of the Commitment.

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants as followsthat: (a) Each Loan Party it is a corporation duly organized, organized and validly existing and in good standing under the laws Laws of the jurisdiction of its organization.; (b) The the execution, delivery and performance by each Loan Party of this Agreement and the Notes to be delivered by it, and the consummation of the transactions contemplated hereby, are within the such Loan Party's corporate powers, Limited Guarantee have been duly authorized by all necessary all necessary limited partnership or corporate action, and do not contravene action (ias applicable) on the such Loan Party's charter or by-laws or other organizational documents or (ii) law or any contractual restriction binding on or affecting any Loan Party.part of the Guarantor; (c) No authorization all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due execution, delivery and performance of this Limited Guarantee by the Guarantor have been obtained or approval or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for in connection with the due execution, delivery and or performance by the any Loan Party of this Agreement Limited Guarantee except in any such case where failure to obtain or make any of the Notes foregoing would not, individually or in aggregate, have a material adverse effect on the ability of the Guarantor to be delivered by it.satisfy the Guaranteed Obligations hereunder; (d) This Agreement has been, assuming due execution and each delivery of the Notes to be delivered Merger Agreement and this Limited Guarantee by it when delivered hereunder will have beenthe Guaranteed Party, this Limited Guarantee has been duly and validly executed and delivered by each Loan Party party thereto. This Agreement is, the Guarantor and each of the Notes when delivered hereunder will be, the constitutes a legal, valid and binding obligation of each Loan Party party thereto the Guarantor enforceable against such Loan Party the Guarantor in accordance with their respective 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 (e) The Consolidated balance sheet of the Guarantor has the financial capacity to pay and perform its Subsidiaries as at December 31, 2004, 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 KPMG LLP, independent public accountants, and the Consolidated balance sheet of the Guarantor and its Subsidiaries as at March 31, 2005, 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, 2005, 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 generally accepted accounting principles consistently applied. Since December 31, 2004, there has been no Material Adverse Changeobligations under this Limited Guarantee. (f) There is no pending or, to the knowledge of the Guarantor, threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting the Guarantor or any of its Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation), 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 or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (g) No Loan Party is 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. (h) No Loan Party is an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. (i) All factual information (taken as a whole) heretofore or contemporaneously furnished by or on behalf of any Loan Party in writing to any Lender (including, without limitation, all information contained in this Agreement) for purposes of or in connection with this Agreement or any transaction contemplated herein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of such Loan Party in writing to any Lender will be, true and accurate in all material respects on the date as of which such information is dated or certified and does not or will not omit to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided.

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants as followsto EBRD that: (a) Each Loan Party the Guarantor is a corporation duly organized, organised and validly existing and in good standing under the laws of the jurisdiction of its organization.Netherlands Antilles; (b) The execution, delivery the Guarantor is fully familiar with and performance by each Loan Party agrees to all the provisions of the Financing Agreements and the giving of this Agreement and the Notes to be delivered by it, and the consummation of the transactions contemplated hereby, are within the such Loan Party's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the such Loan Party's charter or by-laws or other organizational documents or (ii) law or any contractual restriction binding on or affecting any Loan Party.Guarantee is for its commercial benefit; (c) No authorization or approval or the Guarantor has full power and authority (i) to execute and deliver this Guarantee and all notices, certificates and other action bydocuments related to this transaction and (ii) to comply with the provisions of, and no notice to or filing withperform all its obligations under, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the any Loan Party of this Agreement or the Notes to be delivered by it.Guarantee; (d) This Agreement the Guarantor has been, taken all necessary actions to authorise the execution and each delivery of this Guarantee and this Guarantee constitutes the Notes to be delivered by it when delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each of the Notes when delivered hereunder will be, the Guarantor's legal, valid and binding obligation of each Loan Party party thereto obligations enforceable against such Loan Party the Guarantor in accordance with their respective its terms.; (e) The Consolidated balance sheet of the entry into and performance by the Guarantor of this Guarantee does not and its Subsidiaries as at December 31will not violate in any respect (i) any law or regulation of any governmental or official authority or body, 2004, and or (ii) 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 KPMG LLP, independent public accountants, and the Consolidated balance sheet of the Guarantor and its Subsidiaries as at March 31, 2005, 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 constitutional documents of the Guarantor, copies of or (iii) any agreement, contract or other undertaking to which have been furnished to each Lender, fairly present, subject, in the case of said balance sheet as at March 31, 2005, 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 is a party or which is binding upon the Guarantor and or its Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles consistently applied. Since December 31, 2004, there has been no Material Adverse Change.assets; (f) There all consents, licences, approvals and authorisations required in connection with the entry into, performance, validity and enforceability of this Guarantee and the transactions contemplated hereby have been obtained and are in full force and effect; (g) it is not necessary for the legality, validity, enforceability or admissibility in evidence of this Guarantee that this Guarantee or any document relating hereto be registered, filed, recorded or enrolled with any court or authority in any relevant jurisdiction or that any stamp, registration or similar tax be paid on or in relation to this Guarantee; (h) no action, suit, proceeding, litigation or dispute against the Guarantor is presently taking place or pending or, to the knowledge of the Guarantorits knowledge, threatened action, suit, investigation, litigation nor is there subsisting any judgement or proceeding, including, without limitation, any Environmental Action, affecting award given against the Guarantor or any of its Subsidiaries before any court, governmental agency arbitral tribunal or arbitrator that other body which, in either case, might have a material adverse effect on the business or condition (financial or otherwise) of the Guarantor or on the ability of the Guarantor to perform any of its obligations under this Guarantee; (i) could be reasonably likely the Guarantor is not in default under any material agreement to have which it is a Material Adverse Effect party or by which it is bound (other than the Disclosed Litigation), 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 or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (g) No Loan Party is 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 Systemintra-Group agreements), and no proceeds Event of Default relating to the Guarantor (or event which, with the giving of notice or lapse of time or other applicable condition might constitute an Event of Default relating to the Guarantor) has occurred and is continuing nor will such a default or Event of Default (or such event) result from the performance by the Guarantor 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.its obligations under this Guarantee; and (hj) No Loan Party is an "investment company", or a company "controlled" by an "investment company", within the meaning obligations of the Investment Company Act of 1940, as amended. (i) All factual information (taken as a whole) heretofore or contemporaneously furnished by or on behalf of any Loan Party Guarantor under this Guarantee rank and will rank at least pari passu in writing to any Lender (including, without limitation, all information contained in this Agreement) for purposes of or in connection respects with this Agreement or any transaction contemplated herein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of such Loan Party in writing to any Lender will be, true present and accurate in all material respects on the date as of which such information is dated or certified and does not or will not omit to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light future unsecured obligations of the circumstances under which such information was providedGuarantor (apart from obligations mandatorily preferred by law).

Representations and Warranties of the Guarantor. Article 8 The Guarantor represents and warrants to the Lenders as follows: (ai) Each Loan Party It is a corporation an enterprise as legal person duly organized, established and validly existing in accordance with law with an independent legal person status. It has full capacity and in good standing under right to enter into this Contract and perform the laws of the jurisdiction of its organizationobligations hereunder. (bii) It has been conducting business activities in accordance with law, and has not engaged in any activity beyond its scope of business as registered with the relevant administration of industry and commerce. (iii) It has carefully read and fully understands and accepts the content of the Facility Agreement and this Contract, and it has voluntarily agreed to execute and perform this Contract and all of its expressions of intent are true. (iv) It has obtained all approvals from government authorities necessary for it to execute this Contract. The execution, delivery and performance by each Loan Party execution of this Agreement and Contract by the Notes to be delivered by it, and the consummation of the transactions contemplated hereby, are within the such Loan Party's corporate powers, have Guarantor has been duly authorized by all necessary requisite corporate action, and do not contravene (i) the such Loan Party's charter actions. This Contract is duly executed by its legal representative or by-laws or other organizational documents or (ii) law or any contractual restriction binding on or affecting any Loan Partyan authorized signatory. (cv) No authorization or approval or other action by, Its execution of this Contract and no notice to or filing with, any governmental authority or regulatory body or performance of its obligations hereunder do not contravene: (1) its articles of association; (2) any other third party is required for the due execution, delivery and performance agreement entered into by the it; or (3) any Loan Party of this Agreement law or the Notes regulation applicable to be delivered by it. (dvi) This Agreement has beenContract is legal and valid, and each of the Notes to be delivered by it when delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each of the Notes when delivered hereunder will be, the constitutes legal, valid and legally binding obligation obligations of each Loan Party party thereto enforceable against such Loan Party the Guarantor. (vii) It is in good financial condition, and has the ability to provide the guarantee for the Guaranteed Debts. Its financial condition has not been materially adversely affected by any arbitration, litigation or administrative proceeding that it is aware of. (viii) The Guarantor shall provide its audited financial statements to the Lenders every year in a timely manner. The financial statements provided by the Guarantor have been prepared in accordance with their respective terms. (e) The Consolidated balance sheet the accounting regulations promulgated by the Ministry of Finance, and truly and accurately reflect the financial conditions of the Guarantor and its Subsidiaries as at December 31, 2004, 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 KPMG LLP, independent public accountants, and the Consolidated balance sheet of the Guarantor and its Subsidiaries as at March 31, 2005, 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 period stated in such financial officer of the Guarantor, copies of which have statements. There has not been furnished to each Lender, fairly present, subject, any material deterioration in the case of said balance sheet as at March 31, 2005, 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 since the Consolidated results date of the operations most recent financial statements. (ix) All documents, materials, statements and certificates provided by it to the Lenders are accurate, true, complete and valid, and those documents provided in the form of duplicate copies are consistent with the original copies. Article 9 The representations and warranties 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, 2004, there has been no Material Adverse Change. (f) There is no pending or, to the knowledge of the Guarantor, threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting the Guarantor or any of its Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation), 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 or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (g) No Loan Party is 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. (h) No Loan Party is an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. (i) All factual information (taken as a whole) heretofore or contemporaneously furnished by or on behalf of any Loan Party in writing to any Lender (including, without limitation, all information contained in this Agreement) for purposes of or in connection with this Agreement or any transaction contemplated herein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of such Loan Party in writing to any Lender will be, set forth above shall remain true and accurate in all material respects on at any time during the date as effective term of which such information is dated or certified and does not or will not omit to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time this Contract in light of the facts and circumstances under which such information was providedsubsisting at that time, and the Guarantor warrants that it will provide any further documents from time to time as required by the Lenders.

Representations and Warranties of the Guarantor. The Guarantor represents and warrants as follows: (a) Each Loan Party The Guarantor is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio, and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its organizationbusiness requires it to be so qualified, except to the extent that any failure to be so qualified or in good standing as a foreign entity could not reasonably be expected to have a Material Adverse Effect. (b) The execution, delivery and performance by each Loan Party the Guarantor of this Agreement and the Notes other Transaction Documents to be delivered by itwhich it is a party, and the consummation of the transactions contemplated herebyhereby and thereby, are within the such Loan PartyGuarantor's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) contravene the such Loan PartyGuarantor's charter or by-laws or other organizational documents or code of regulations, (ii) law violate any applicable law, rule, regulation, order, writ judgment, injunction, decree, determination or award, or (iii) breach or result in a default under, or result in the acceleration of (or entitle any contractual restriction party to accelerate) the maturity of any Guaranteed Obligation of the Guarantor under, or result in or require the creation of any Lien upon any property of the Guarantor pursuant to the terms of any agreement or instrument binding on or affecting the Guarantor or any Loan Partyof its properties other than in favor of the Collateral Trustee for the benefit of the Secured Parties. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the any Loan Party Guarantor of this Agreement or the Notes other Transaction Documents to be delivered by itwhich it is a party. All filings and other actions necessary or desirable to perfect and protect the security interest in the Collateral created under the Collateral Documents have been duly made or taken and are in full force and effect, and the Collateral Documents create in favor of the Collateral Trustee for the benefit of the Secured Parties a valid and, together with such filings and other actions, perfected first priority security interest in the Collateral, securing the payment of the Guaranteed Obligations, and all filings and other actions necessary or desirable to perfect and protect such security interest have been duly taken. The Guarantor is the legal and beneficial owner of the Collateral free and clear of any Lien, except for the liens and security interests created or permitted under the Collateral Documents. (d) This Agreement has been, and each of the Notes other Transaction Documents to be delivered by which it is a party when delivered hereunder will have been, duly executed and delivered by each Loan Party party theretothe Guarantor. This Agreement is, and each of the Notes other Transaction Documents to which it is a party when delivered hereunder will be, the legal, valid and binding obligation of each Loan Party party thereto the Guarantor enforceable against such Loan Party the Guarantor in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and to general equitable principles. (e) The Consolidated balance sheet of the Guarantor and its Subsidiaries as at December 31, 20042005, 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 KPMG Ernst & Young LLP, independent public accountants, and the Consolidated balance sheet of the Guarantor and its Subsidiaries as at March 31, 2005, 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 LenderBeneficiary, fairly present, subject, in the case of said balance sheet as at March 31, 2005, and said statements of income and cash flows for the three months then ended, to year-end audit adjustments, present the Consolidated financial condition of the Guarantor and its Subsidiaries as at such dates date and the Consolidated results of the operations of the Guarantor and its Subsidiaries for the periods period ended on such datesdate, all in accordance with generally accepted accounting principles consistently applied. . (i) Since December 31, 20042005, there has been no Material Adverse ChangeChange and there have been no events or developments that, in the aggregate, have had a Material Adverse Effect. (f) There To the best of the Guarantor's knowledge, there is no pending or, to the knowledge of the Guarantor, or threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting the Guarantor or any of its Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation)) or, if adversely determined, could reasonably be expected to result in a Material Adverse Change or (ii) purports to affect the legality, validity or enforceability of this Agreement 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 or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated herebyhereto. (g) No Loan Party 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. (h) No Loan Party 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. (i) All factual information (taken as a whole) heretofore or contemporaneously furnished by or on behalf of any Loan Party in writing The Guarantor is, individually and together with its Subsidiaries, Solvent. "Solvent" means, with respect to any Lender 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, all information contained in this Agreement) for purposes of or in connection with this Agreement or any transaction contemplated herein iscontingent liabilities, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of such Loan Party in writing Person, (ii) the present fair salable value of the assets of such Person is not less than the amount that will be required to any Lender will bepay the probable liability of such Person on its debts as they become absolute and matured, true and accurate in all material respects on the date as of which (iii) such information is dated or certified Person does not intend to, and does not believe that it will, incur debts or will liabilities beyond such Person's ability to pay such debts and liabilities as they mature and (iv) such Person is not omit engaged in business or a transaction, and is not about to state 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 fact necessary to make such information (taken time shall be computed as a whole) not misleading the amount that, in any material respect the light of all the facts and circumstances existing at such time in light of time, represents the circumstances under which such information was providedamount that can reasonably be expected to become an actual or matured liability.

Representations and Warranties of the Guarantor. The Guarantor represents and warrants as follows: (a) Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. (b) The execution, delivery and performance by each Loan Party of this Agreement and the Notes to be delivered by it, and the consummation of the transactions contemplated hereby, are within the such Loan Party's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the such Loan Party's charter or by-laws or other organizational documents or (ii) law or any contractual restriction binding on or affecting any Loan Party. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the any Loan Party of this Agreement or the Notes to be delivered by it. (d) This Agreement has been, and each of the Notes to be delivered by it when delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of each Loan Party party thereto enforceable against such Loan Party in accordance with their respective terms. (e) The Consolidated balance sheet of the Guarantor and its Subsidiaries as at December 31, 20042001, 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 KPMG Arthur Andersen LLP, independent public accountants, and the Consolidated balance Coxxxxxxated baxxxxx sheet of the Guarantor and its Subsidiaries as at March 31June 30, 20052002, and the related Consolidated statements of income and cash flows of the Guarantor and its Subsidiaries for the three six 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 31June 30, 20052002, and said statements of income and cash flows for the three 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, 20042001, there has been no Material Adverse Change. (f) There is no pending or, to the knowledge of the Guarantor, threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting the Guarantor or any of its Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation), 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 or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (g) No Loan Party is 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. (h) No Loan Party is an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. (i) All factual information (taken as a whole) heretofore or contemporaneously furnished by or on behalf of any Loan Party in writing to any Lender (including, without limitation, all information contained in this Agreement) for purposes of or in connection with this Agreement or any transaction contemplated herein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of such Loan Party in writing to any Lender will be, true and accurate in all material respects on the date as of which such information is dated or certified and does not or will not omit to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided.

Representations and Warranties of the Guarantor. The Guarantor represents and warrants as follows: (a) Each Loan Party is a corporation or private limited company, as applicable, duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. (b) The execution, delivery and performance by each Loan Party of this Agreement and the Notes to be delivered by it, and the consummation of the transactions contemplated hereby, are within the such Loan Party's ’s corporate or organizational, as applicable, powers, have been duly authorized by all necessary corporate or organizational, as applicable, action, and do not contravene (i) the such Loan Party's ’s charter or by-laws or other organizational documents or (ii) any law or any contractual restriction binding on or affecting any Loan Party. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the any Loan Party of this Agreement or the Notes to be delivered by it. (d) This Agreement has been, and each of the Notes to be delivered by it when delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of each Loan Party party thereto enforceable against such Loan Party in accordance with their respective terms. (e) The Consolidated balance sheet of the Guarantor and its Subsidiaries as at December 31, 20042022, 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 KPMG LLP, independent public accountants, and the Consolidated balance sheet of the Guarantor and its Subsidiaries as at March 31, 2005, 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, 2005, and said statements of income and cash flows for the three months then ended, to year-end audit adjustments, present the Consolidated financial condition of the Guarantor and its Subsidiaries as at such dates date and the Consolidated results of the operations of the Guarantor and its Subsidiaries for the periods period ended on such datesdate, all in accordance with generally accepted accounting principles consistently applied. Since December 31, 20042022, there has been no Material Adverse Change. (f) There is no pending or, to the knowledge of the Guarantor, threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting the Guarantor or any of its Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation), 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 or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (g) No Loan Party is 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. (h) No Loan Party is an "“investment company"”, or a company "“controlled" ” by an "“investment company"”, within the meaning of the Investment Company Act of 1940, as amended. (i) All factual information (taken as a whole) heretofore or contemporaneously furnished by or on behalf of any Loan Party in writing to any Lender (including, without limitation, all information contained in this Agreement) for purposes of or in connection with this Agreement or any transaction contemplated herein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of such Loan Party in writing to any Lender will be, true and accurate in all material respects on the date as of which such information is dated or certified and does not or will not omit to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. (j) The Guarantor has implemented and maintains in effect policies and procedures reasonably designed to promote compliance by the Guarantor, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. The Guarantor has implemented and maintains in effect policies and procedures that require compliance by the Guarantor, its Subsidiaries and their respective directors, officers, employees and agents with Additional Anti-Corruption Laws. The Guarantor and its Subsidiaries are, to the knowledge of the Guarantor’s President, Chief Executive Officer, Chief Financial Officer, Controller, Treasurer and General Counsel, in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of the Guarantor, any Subsidiary or any of their respective directors or officers, or, to the knowledge of the Guarantor, any of their respective employees or any agent of the Guarantor or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is, or is controlled by, a Sanctioned Person or, to the knowledge of any officer, director or employee of the Guarantor who is engaged in or has approved a transaction with such Person, any Person in which a Sanctioned Person owns, directly or indirectly, a 50 percent or greater interest. (k) The information included in each Beneficial Ownership Certification provided to any Lender on or prior to the Effective Date is true and correct in all respects as of the date hereof. (l) No Loan Party is an Affected Financial Institution.

Representations and Warranties of the Guarantor. The Guarantor represents and warrants as follows: (a) Each Loan Party is a corporation or private limited company, as applicable, duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. (b) The execution, delivery and performance by each Loan Party of this Agreement and the Notes to be delivered by it, and the consummation of the transactions contemplated hereby, are within the such Loan Party's ’s corporate or organizational powers, have been duly authorized by all necessary corporate or organizational action, and do not contravene (i) the such Loan Party's ’s charter or by-laws or other organizational documents or (ii) any law or any contractual restriction binding on or affecting any Loan Party. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the any Loan Party of this Agreement or the Notes to be delivered by it. (d) This Agreement has been, and each of the Notes to be delivered by it when delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of each Loan Party party thereto enforceable against such Loan Party in accordance with their respective terms. (e) The Consolidated balance sheet of the Guarantor and its Subsidiaries as at December 31, 20042013, 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 KPMG LLP, independent public accountants, and the Consolidated balance sheet of the Guarantor and its Subsidiaries as at March 31June 30, 20052014, and the related Consolidated statements of income and cash flows of the Guarantor and its Subsidiaries for the three six 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 31June 30, 20052014, and said statements of income and cash flows for the three 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, 20042013, there has been no Material Adverse Change. (f) There is no pending or, to the knowledge of the Guarantor, threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting the Guarantor or any of its Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation), 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 or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (g) No Loan Party is 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. (h) No Loan Party is an "“investment company"”, or a company "“controlled" ” by an "“investment company"”, within the meaning of the Investment Company Act of 1940, as amended.. 37 Omnicom: Amended and Restated Five Year Credit Agreement (i) All factual information (taken as a whole) heretofore or contemporaneously furnished by or on behalf of any Loan Party in writing to any Lender (including, without limitation, all information contained in this Agreement) for purposes of or in connection with this Agreement or any transaction contemplated herein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of such Loan Party in writing to any Lender will be, true and accurate in all material respects on the date as of which such information is dated or certified and does not or will not omit to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. (j) The Guarantor has implemented and maintains in effect policies and procedures reasonably designed to promote compliance by the Guarantor, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. The Guarantor has implemented and maintains in effect policies and procedures that require compliance by the Guarantor, its Subsidiaries and their respective directors, officers, employees and agents with Additional Anti-Corruption Laws. The Guarantor and its Subsidiaries are, to the knowledge of the Guarantor’s President, Chief Executive Officer, Chief Financial Officer, Controller, Treasurer and General Counsel, in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of the Guarantor, any Subsidiary or any of their respective directors or officers, or, to the knowledge of the Guarantor, any of their respective employees or any agent of the Guarantor or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is, or is controlled by, a Sanctioned Person or, to the knowledge of any officer, director or employee of the Guarantor who is engaged in or has approved a transaction with such Person, any Person in which a Sanctioned Person owns, directly or indirectly, a 50 percent or greater interest.

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants as followsthat: (a) Each Loan Party the Guarantor is a corporation limited company duly organized, organized and validly existing and in good standing (to the extent such concept is recognized) under the laws Laws of the its jurisdiction of organization and has all the necessary power and authority to execute, deliver and perform its organization.obligations under this Guarantee in accordance with the terms hereof; (b) The the execution, delivery and performance by each Loan Party of this Agreement and the Notes to be delivered by it, and the consummation of the transactions contemplated hereby, are within the such Loan Party's corporate powers, Guarantee have been duly authorized by all necessary corporate action, and do not conflict with or contravene (i) any provision of the such Loan Party's charter or by-laws or other Guarantor’s organizational documents or (ii) law any applicable Law, regulation, rule, decree, order, judgment or any contractual restriction binding on the Guarantor or affecting any Loan Partyits assets. (c) No authorization all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this Guarantee by the Guarantor have been obtained or approval or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party Governmental Authority is required for in connection with the due execution, delivery and or performance by the any Loan Party of this Agreement or the Notes to be delivered by it.Guarantee; (d) This Agreement has been, and each of the Notes to be delivered by it when delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each of the Notes when delivered hereunder will be, the this Guarantee constitutes a legal, valid and binding obligation of each Loan Party party thereto the Guarantor enforceable against such Loan Party the Guarantor in accordance with their respective its terms., subject to, but without limiting the effect of clause (e) of the second sentence of Section 3, (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar applicable Laws affecting creditors’ rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at applicable Law); (e) The Consolidated balance sheet of the Guarantor has the financial capacity to pay and perform its Subsidiaries as at December 31, 2004obligations under this Guarantee, and the related Consolidated statements of income and cash flows of all funds necessary for the Guarantor and to fulfill its Subsidiaries for the fiscal year then ended, accompanied by an opinion of KPMG LLP, independent public accountants, and the Consolidated balance sheet of obligations under this Guarantee shall be available to the Guarantor and (or its Subsidiaries permitted assignee pursuant to Section 6 hereof) for so long as at March 31, 2005, 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, this Guarantee shall remain in the case of said balance sheet as at March 31, 2005, 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 effect in accordance with generally accepted accounting principles consistently applied. Since December 31, 2004, there has been no Material Adverse Change. (f) There is no pending or, to the knowledge of the Guarantor, threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting the Guarantor or any of its Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation), 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 or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (g) No Loan Party is 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. (h) No Loan Party is an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. (i) All factual information (taken as a whole) heretofore or contemporaneously furnished by or on behalf of any Loan Party in writing to any Lender (including, without limitation, all information contained in this Agreement) for purposes of or in connection with this Agreement or any transaction contemplated herein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of such Loan Party in writing to any Lender will be, true and accurate in all material respects on the date as of which such information is dated or certified and does not or will not omit to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided.Section 8 hereof; and

Representations and Warranties of the Guarantor. The Guarantor represents and warrants to the Secured Party (upon each of which representations and warranties the Secured Party specifically relies) as follows: (a1) Each Loan Party The Guarantor is a corporation duly organized, validly existing the sole legal and in good standing under beneficial owner and the laws registered holder of the jurisdiction Collateral, free and clear of its organization. (b) The executionany Adverse Claims and any security interest, delivery and performance by each Loan Party of other than Security Interests under this Agreement and any Security Interests which may arise at law; (2) The Guarantor has full power and authority and legal right to enter this Agreement and to grant the Notes to be delivered by itlimited recourse guarantee and Security Interests contained herein; (3) no consent, and the consummation of the transactions contemplated herebyapproval, are within the such Loan Party's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the such Loan Party's charter or by-laws authorization or other organizational documents or (ii) law or order of any contractual restriction binding on or affecting any Loan Party. (c) No authorization or Person and no consent, authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party Governmental Body is required to be made or obtained by the Guarantor either (a) for the due granting of the Security Interest by the Guarantor in, to or of the Collateral pursuant to this Agreement or for the execution, delivery and or performance of this Agreement by the any Loan Guarantor; or (b) for the exercise by the Secured Party of the voting or other rights provided for in this Agreement or the Notes remedies in respect of the Collateral pursuant to this Agreement, except as may be delivered required in connection with such disposition by it.laws affecting the offering and sale of securities generally or as otherwise has been obtained; (d4) This all Equity Securities of any Corporation forming part of the Collateral are and will be, until the Maturity Date, validly issued, fully paid and non-assessable; (5) there is no existing agreement, option, right or privilege capable of becoming an agreement or option pursuant to which the Guarantor would be required to sell or otherwise dispose of any of the Collateral; (6) the Security Interest granted hereunder will constitute a valid Security Interest in the Collateral upon delivery to the Secured Party of the share certificates representing the Collateral or upon registration of notice thereof in prescribed form under applicable personal property security legislation, if such registration is required in order to perfect a Security Interest in the Collateral, which Security Interest ranks prior to the rights of all other Persons; and (7) this Agreement has been, and each of the Notes to be delivered by it when delivered hereunder will have been, been duly executed and delivered by each Loan Party party thereto. This Agreement is, the Guarantor and each of the Notes when delivered hereunder will be, the constitutes a legal, valid and binding obligation of each Loan Party party thereto the Guarantor enforceable against such Loan Party the Guarantor in accordance with their respective its terms. (e) The Consolidated balance sheet of the Guarantor and its Subsidiaries as at December 31, 2004, 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 KPMG LLP, independent public accountants, and the Consolidated balance sheet of the Guarantor and its Subsidiaries as at March 31, 2005, 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 subject to each Lender, fairly present, subject, in the case of said balance sheet as at March 31, 2005, 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 generally accepted accounting principles consistently applied. Since December 31, 2004, there has been no Material Adverse Change. (f) There is no pending or, to the knowledge of the Guarantor, threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting the Guarantor or any of its Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation)applicable bankruptcy, and there has been no adverse change in the statusinsolvency, moratorium or financial effect on the Guarantor or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (g) No Loan Party is 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. (h) No Loan Party is an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. (i) All factual information (taken as a whole) heretofore or contemporaneously furnished by or on behalf of any Loan Party in writing to any Lender (including, without limitation, all information contained in this Agreement) for purposes of or in connection with this Agreement or any transaction contemplated herein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of such Loan Party in writing to any Lender will be, true and accurate in all material respects on the date as of which such information is dated or certified and does not or will not omit to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided.similar laws affecting creditors' rights