CAPITAL TO CONDUCT ITS BUSINESS, AND (C) WILL NOT CAUSE THE GUARANTOR TO HAVE
INCURRED DEBTS (OR TO HAVE INTENDED TO HAVE INCURRED DEBTS) BEYOND ITS ABILITY
TO PAY SUCH DEBTS AS THEY MATURE.
(B)
THE GUARANTOR FURTHER REPRESENTS AND
WARRANTS TO THE ADMINISTRATIVE AGENT AND THE LENDERS THAT IT IS FAMILIAR WITH
AND HAS INDEPENDENT KNOWLEDGE OF, AND HAS REVIEWED THE BOOKS AND RECORDS
REGARDING, THE BORROWERS' FINANCIAL CONDITION AND AFFAIRS AND THE VALUE OF THE
COLLATERAL AND REPRESENTS AND AGREES THAT IT WILL KEEP SO INFORMED WHILE THIS
GUARANTEE IS IN FORCE; PROVIDED, HOWEVER, THE GUARANTOR ACKNOWLEDGES AND AGREES
THAT IT IS NOT RELYING ON SUCH FINANCIAL CONDITION OR COLLATERAL AS AN
INDUCEMENT TO ENTER INTO THIS GUARANTEE.
THE GUARANTOR AGREES THAT THE
ADMINISTRATIVE AGENT AND THE LENDERS SHALL HAVE NO OBLIGATION TO INVESTIGATE THE
FINANCIAL CONDITION OR AFFAIRS OF THE BORROWERS FOR THE BENEFIT OF THE GUARANTOR
OR TO ADVISE THE GUARANTOR OF ANY MATTER RELATING TO OR ARISING UNDER THE CREDIT
AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS OR ANY FACT RESPECTING, OR ANY
CHANGE IN, THE FINANCIAL CONDITION OR AFFAIRS OF THE BORROWERS THAT MIGHT COME
TO THE KNOWLEDGE OF THE ADMINISTRATIVE AGENT OR THE LENDERS AT ANY TIME, WHETHER
OR NOT THE ADMINISTRATIVE AGENT OR THE LENDERS KNOW OR BELIEVE OR HAVE
13
REASON TO KNOW OR BELIEVE THAT ANY SUCH FACT OR CHANGE IS UNKNOWN TO THE
GUARANTOR OR MIGHT (OR DOES) MATERIALLY INCREASE THE RISK OF THE GUARANTOR AS
GUARANTOR OR MIGHT (OR WOULD) AFFECT THE WILLINGNESS OF THE GUARANTOR TO
CONTINUE AS GUARANTOR WITH RESPECT TO THE GUARANTEE OBLIGATIONS.
(C)
THE GUARANTOR FURTHER REPRESENTS AND
WARRANTS TO THE ADMINISTRATIVE AGENT AND THE LENDERS THAT THE FINANCIAL
STATEMENTS (IF ANY) AND OTHER FINANCIAL INFORMATION (IF ANY) OF THE GUARANTOR
DELIVERED TO THE ADMINISTRATIVE AGENT PRIOR TO THE CLOSING DATE ARE TRUE AND
CORRECT AND FAIRLY REPRESENT IN ALL MATERIAL RESPECTS THE FINANCIAL CONDITION OF
THE GUARANTOR ON THE DATE OF THE DELIVERY OF SUCH INFORMATION AND THAT THERE HAS
BEEN NO MATERIAL ADVERSE EFFECT SINCE SUCH DATE.
(D)
THE REPRESENTATIONS AND WARRANTIES OF THE
GUARANTOR SET FORTH IN THIS SECTION 11 SHALL SURVIVE THE EXECUTION AND DELIVERY
OF THIS GUARANTEE AND SHALL INURE TO THE BENEFIT OF THE PERSONS FOR WHOSE
BENEFIT THEY WERE MADE FOR SO LONG AS THIS GUARANTEE IS IN EFFECT.
UPON
DISCOVERY BY ANY PARTY HERETO OF A BREACH OF ANY SUCH REPRESENTATIONS AND
WARRANTIES, THE PARTY DISCOVERING SUCH BREACH SHALL GIVE PROMPT WRITTEN NOTICE
THEREOF TO EACH OTHER PARTY.
(E)
EACH GUARANTOR AGREES THAT THE FOREGOING
REPRESENTATIONS AND WARRANTIES SHALL BE DEEMED TO HAVE BEEN MADE BY SUCH
GUARANTOR ON THE DATE OF EACH LOAN UNDER THE CREDIT AGREEMENT, ON AND AS OF SUCH
DATE OF THE TRANSACTION, AS THOUGH MADE HEREUNDER ON AND AS OF SUCH DATE.
12.
COVENANTS.
(A)
FINANCIAL STATEMENTS.
(I) AS SOON AS
AVAILABLE AND IN ANY EVENT WITHIN FORTY-FIVE (45) DAYS AFTER THE END OF EACH
FISCAL QUARTER OF EACH