The execution, delivery and performance by PICA of this Guarantee Agreement are within PICA’s powers, have been duly authorized by all necessary action, require no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or the certificate of incorporation or the by-laws of PICA or of any agreement, judgment, injunction, order, decree or other instrument binding upon PICA or result in the creation or imposition of any Lien on any asset of PICA or any Material Subsidiary.