Guarantor is not a party to any agreement, instrument or indenture, or subject to any restriction, materially adversely affecting its business, operations, assets or financial condition, except as disclosed in the financial statements referred to in Section 3(g) .  Guarantor is not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement, instrument, or indenture which default would, or could reasonably be expected to, have a Material Adverse Effect.  As of the date of this Guaranty, no holder of any Debt of Guarantor has given notice of any alleged default thereunder, or, if given, the same has been cured or will be cured by Guarantor within the cure period provided therein, or has been waived in writing by such holder.  No liquidation or dissolution of Guarantor and no receivership, insolvency, bankruptcy, reorganization or other similar proceedings relative to Guarantor or any of Guarantor’s property is pending or, to the knowledge of any Responsible Officer of Guarantor, threatened.