CONCERNING THE FINANCIAL CONDITION, BUSINESS
AND OPERATIONS OF SUCH BORROWER AS SUCH GUARANTOR REQUIRES, AND THAT NEITHER THE
ADMINISTRATIVE AGENT NOR ANY HOLDER OF OBLIGATIONS HAS ANY DUTY, AND SUCH
GUARANTOR IS NOT RELYING ON ANY HOLDER OF OBLIGATIONS AT ANY TIME, TO DISCLOSE
TO SUCH GUARANTOR ANY INFORMATION RELATING TO THE BUSINESS, OPERATIONS OR
FINANCIAL CONDITION OF ANY BORROWER.
6
17.
SETOFF. IF AND TO THE EXTENT ANY PAYMENT IS NOT MADE WHEN DUE
HEREUNDER, EACH HOLDER OF OBLIGATIONS AND EACH OF THEIR RESPECTIVE AFFILIATES IS
HEREBY AUTHORIZED AT ANY TIME AND FROM TIME TO TIME, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, TO SET OFF AND APPLY ANY AND ALL DEPOSITS (GENERAL
OR SPECIAL, TIME OR DEMAND, PROVISIONAL OR FINAL, IN WHATEVER CURRENCY) AT ANY
TIME HELD AND OTHER OBLIGATIONS (IN WHATEVER CURRENCY) AT ANY TIME OWING BY SUCH
HOLDER OF OBLIGATION OR ANY SUCH AFFILIATE TO OR FOR THE CREDIT OR THE ACCOUNT
OF ANY GUARANTOR AGAINST ANY AND ALL OF THE OBLIGATIONS OF SUCH GUARANTOR NOW OR
HEREAFTER EXISTING UNDER THIS GUARANTY OR ANY OTHER LOAN DOCUMENT TO SUCH HOLDER
OF OBLIGATIONS, IRRESPECTIVE OF WHETHER OR NOT SUCH HOLDER OF OBLIGATIONS SHALL
HAVE MADE ANY DEMAND UNDER THIS GUARANTY OR ANY OTHER LOAN DOCUMENT AND ALTHOUGH
SUCH OBLIGATIONS OF SUCH GUARANTOR MAY BE CONTINGENT OR UNMATURED OR ARE OWED TO
A BRANCH OR OFFICE OF SUCH HOLDER OF OBLIGATIONS DIFFERENT FROM THE BRANCH OR
OFFICE HOLDING SUCH DEPOSIT OR OBLIGATED ON SUCH INDEBTEDNESS. THE RIGHTS OF
EACH HOLDER OF OBLIGATIONS AND THEIR RESPECTIVE AFFILIATES UNDER THIS SECTION 17
ARE IN ADDITION TO OTHER RIGHTS AND REMEDIES (INCLUDING OTHER RIGHTS OF SETOFF)
THAT SUCH HOLDER OF OBLIGATIONS OR ITS RESPECTIVE AFFILIATES MAY HAVE. EACH
HOLDER OF OBLIGATIONS AGREES TO NOTIFY THE COMPANY AND THE ADMINISTRATIVE AGENT
PROMPTLY AFTER ANY SUCH SETOFF AND APPLICATION; PROVIDED, THAT THE FAILURE TO
GIVE SUCH NOTICE SHALL NOT AFFECT THE VALIDITY OF SUCH SETOFF AND APPLICATION.
18.
REPRESENTATIONS AND WARRANTIES. EACH GUARANTOR REPRESENTS AND
WARRANTS THAT:
(A)
SUCH GUARANTOR IS DULY ORGANIZED AND FORMED, VALIDLY EXISTING AND
IN GOOD STANDING (TO THE EXTENT SUCH CONCEPT IS APPLICABLE TO SUCH ENTITY) UNDER
THE LAWS OF THE JURISDICTION OF ITS INCORPORATION OR ORGANIZATION;
(B)
SUCH GUARANTOR HAS ALL REQUISITE POWER AND AUTHORITY AND ALL
REQUISITE GOVERNMENTAL LICENSES, AUTHORIZATIONS, CONSENTS AND APPROVALS TO (I)
OWN ITS ASSETS AND CARRY ON ITS BUSINESS AND (II) EXECUTE, DELIVER AND PERFORM
ITS OBLIGATIONS UNDER THIS GUARANTY; AND
(C)
THE MAKING AND PERFORMANCE OF THIS GUARANTY BY SUCH GUARANTOR HAVE
BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE OR OTHER ORGANIZATIONAL ACTION,
AND DO NOT AND WILL NOT (I) CONTRAVENE THE TERMS OF ANY OF SUCH GUARANTOR'S
ORGANIZATION DOCUMENTS; (II) CONFLICT WITH OR RESULT IN ANY BREACH OR
CONTRAVENTION OF, OR THE CREATION OF ANY LIEN UNDER, OR REQUIRE ANY PAYMENT TO
BE MADE UNDER (X) ANY CONTRACTUAL OBLIGATION TO WHICH SUCH GUARANTOR IS A PARTY
OR AFFECTING SUCH GUARANTOR OR THE PROPERTIES OF SUCH GUARANTOR OR ANY