NOW, THEREFORE, in consideration of the premises, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guarantor does hereby represent, warrant, covenant and agree with the Trustee for the benefit of the Bondholders as follows:
DEFINITIONS; REPRESENTATIONS AND WARRANTIES OF GUARANTOR
Section 1.1. Definitions. The capitalized terms used in this Bond Guarantee, unless the context requires otherwise or unless otherwise defined herein, shall have the same meanings as set forth in the Indenture.
Section 1.2. Guarantor Representations and Warranties. The Guarantor represents, warrants and covenants as follows:
(a) The Guarantor is duly incorporated under the laws of the State of Delaware, is in good standing in the State of Delaware and the State of Illinois and is duly authorized to conduct its business in the State of Illinois. The Guarantor has all authority under the laws of the State of Delaware, the State of Illinois and its Articles of Incorporation to enter into, execute, deliver and perform this Bond Guarantee, and all action on its part necessary for the valid execution and delivery of this Bond Guarantee has been duly and effectively taken, and this Bond Guarantee is the legal, valid and binding obligation of the Guarantor enforceable in accordance with its terms, subject to any applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors rights generally from time to time in effect, and to applicable equitable principles.
(b) The execution and delivery of this Bond Guarantee has been duly authorized by all necessary action, and the Guarantors execution and delivery of this Bond Guarantee, the Guarantors consummation of the transactions contemplated on its part thereby, and the Guarantors fulfillment of or compliance with the terms and conditions of this Bond Guarantee, do not conflict with or result in a material breach of the Articles of Incorporation, or any material agreement or instrument to which the Guarantor is now a party or by which the Guarantor is bound (except for any such breaches for which the Guarantor has obtained a waiver or a required consent), or constitutes a material default (or would constitute a material default with due notice or the passage of time or both) under any of the foregoing.
(c) All orders and approvals have been received and will be in effect prior to the Date of Delivery of the Bonds, and, no further consent, approval, authorization or order of, or registration with, any court or governmental or regulatory agency or body is required with respect to the Guarantor for the execution, delivery and performance by the Guarantor of this Bond Guarantee.
(d) No litigation, proceedings or investigations are pending or, to the knowledge of the Guarantor, threatened against the Guarantor seeking to restrain, enjoin