WILL NOT RELY UPON BUYER FOR ANY SUCH INFORMATION.
ABSENT
A WRITTEN REQUEST FOR SUCH INFORMATION BY GUARANTOR TO BUYER, GUARANTOR HEREBY
WAIVES THE RIGHT, IF ANY, TO REQUIRE BUYER TO DISCLOSE TO GUARANTOR ANY
INFORMATION WHICH BUYER MAY NOW OR HEREAFTER ACQUIRE CONCERNING SUCH CONDITION
OR CIRCUMSTANCES INCLUDING, BUT NOT LIMITED TO, THE RELEASE OF OR REVOCATION BY
ANY OTHER GUARANTOR.
(III)
GUARANTOR HAS INDEPENDENTLY REVIEWED THE TRANSACTION DOCUMENTS AND
RELATED AGREEMENTS AND HAS MADE AN INDEPENDENT DETERMINATION AS TO THE VALIDITY
AND ENFORCEABILITY THEREOF, AND IN EXECUTING AND DELIVERING THIS GUARANTEE TO
BUYER, SUCH GUARANTOR IS NOT IN ANY MANNER RELYING UPON THE VALIDITY, AND/OR
ENFORCEABILITY, AND/OR ATTACHMENT, AND/OR PERFECTION OF ANY LIENS OR SECURITY
INTERESTS OF ANY KIND OR NATURE GRANTED BY SELLERS OR ANY OTHER GUARANTOR TO
BUYER, NOW OR AT ANY TIME AND FROM TIME TO TIME IN THE FUTURE.
6.
REINSTATEMENT.
THIS GUARANTEE SHALL CONTINUE TO BE EFFECTIVE, OR
BE REINSTATED, AS THE CASE MAY BE, IF AT ANY TIME PAYMENT, OR ANY PART THEREOF,
OF ANY OF THE OBLIGATIONS IS RESCINDED OR MUST OTHERWISE BE RESTORED OR RETURNED
BY BUYER UPON THE INSOLVENCY, BANKRUPTCY, DISSOLUTION, LIQUIDATION OR
REORGANIZATION OF A SELLER OR UPON OR AS A RESULT OF THE APPOINTMENT OF A
RECEIVER, INTERVENOR OR CONSERVATOR OF, OR TRUSTEE OR SIMILAR OFFICER FOR, A
SELLER OR ANY SUBSTANTIAL PART OF A SELLER'S PROPERTY, OR OTHERWISE, ALL AS
THOUGH SUCH PAYMENTS HAD NOT BEEN MADE.
7.
PAYMENTS.
EACH GUARANTOR HEREBY AGREES THAT THE OBLIGATIONS WILL
BE PAID TO BUYER WITHOUT SET-OFF OR COUNTERCLAIM IN U.S. DOLLARS AT THE ADDRESS
SPECIFIED IN WRITING BY BUYER.
8.
REPRESENTATIONS AND WARRANTIES.
EACH GUARANTOR REPRESENTS AND
WARRANTS THAT:
(A)
GUARANTOR HAS THE LEGAL CAPACITY AND THE LEGAL RIGHT TO EXECUTE
AND DELIVER THIS GUARANTEE AND TO PERFORM GUARANTOR'S OBLIGATIONS HEREUNDER;
(B)
NO CONSENT OR AUTHORIZATION OF, FILING WITH, OR OTHER ACT BY OR IN
RESPECT OF, ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY AND NO CONSENT OF ANY OTHER
PERSON (INCLUDING, WITHOUT LIMITATION, ANY CREDITOR OF GUARANTOR) IS REQUIRED IN
CONNECTION WITH THE EXECUTION, DELIVERY, PERFORMANCE, VALIDITY OR ENFORCEABILITY
OF THIS GUARANTEE;
(C)
THIS GUARANTEE HAS BEEN DULY EXECUTED AND DELIVERED BY GUARANTOR
AND CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF GUARANTOR ENFORCEABLE
IN ACCORDANCE WITH ITS TERMS, EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY
BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS
AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY AND BY GENERAL
PRINCIPLES OF EQUITY (WHETHER ENFORCEMENT IS SOUGHT IN PROCEEDINGS IN EQUITY OR
AT LAW);
(D)
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS GUARANTEE WILL NOT
VIOLATE ANY LAW, TREATY, RULE OR REGULATION OR DETERMINATION OF AN ARBITRATOR, A
COURT OR OTHER GOVERNMENTAL AUTHORITY, APPLICABLE TO OR BINDING UPON GUARANTOR
OR ANY OF ITS PROPERTY OR TO WHICH GUARANTOR OR ANY OF ITS PROPERTY IS SUBJECT
("REQUIREMENT OF LAW"), OR ANY PROVISION OF ANY SECURITY ISSUED BY GUARANTOR OR
OF ANY AGREEMENT, INSTRUMENT OR OTHER UNDERTAKING TO WHICH GUARANTOR IS A PARTY
OR BY WHICH IT