Guarantor has all requisite power, authority and capacity to enter into this Guaranty and to perform the obligations required of Guarantor hereunder.  This Guaranty constitutes a valid and legally binding agreement of Guarantor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization, conservatorship and similar laws, and by equitable principles.  No consent, approval, authorization, license or order of or registration or filing with, or notice to, any Governmental Authority is required under state or federal law prior to the execution, delivery and performance of or compliance by Guarantor with this Guaranty.