This excerpt taken from the FL 8-K filed May 21, 2008.
. Representations and Warranties. Each Subsidiary Guarantor represents and warrants that:
(a) Such Subsidiary Guarantor is a corporation or limited liability company duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation as applicable, and has all corporate or limited liability powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted, except where failures to possess such licenses, authorizations, consents and approvals could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect.
(b) The execution, delivery and performance by such Subsidiary Guarantor of this Guarantee Agreement are within such Subsidiary Guarantors corporate or limited liability powers, have been duly authorized by all necessary corporate or limited liability 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 of the certificate of incorporation or certificate of formation or by-laws or similar organizational documents of such Subsidiary Guarantor or of any agreement,
judgment, injunction, order, decree or other instrument binding upon the Company or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries.
(c) This Guarantee Agreement constitutes a valid and binding agreement of such Subsidiary Guarantor.
(d) The obligations of such Subsidiary Guarantor hereunder rank (i) senior to any other Debt of such Subsidiary Guarantor with respect to the collateral pledged by such Subsidiary Guarantor, (ii)