OF THE FINANCIAL CONDITION OF
THE SELLER AND OF ALL OTHER CIRCUMSTANCES WHICH DILIGENT INQUIRY WOULD REVEAL
AND WHICH BEAR UPON THE RISK OF NONPAYMENT OF THE OBLIGATIONS.
THE GUARANTOR
HEREBY COVENANTS THAT IT WILL MAKE ITS OWN INVESTIGATION AND WILL CONTINUE TO
KEEP ITSELF INFORMED ABOUT THE SELLER'S FINANCIAL CONDITION, THE STATUS OF OTHER
GUARANTORS, IF ANY, OF ALL OTHER CIRCUMSTANCES WHICH BEAR UPON THE RISK OF
NONPAYMENT AND THAT IT WILL CONTINUE TO RELY UPON SOURCES OTHER THAN THE BUYER
FOR SUCH INFORMATION AND WILL NOT RELY UPON THE BUYER FOR ANY SUCH INFORMATION.
ABSENT A WRITTEN REQUEST FOR SUCH INFORMATION BY THE GUARANTOR TO THE BUYER, THE
GUARANTOR HEREBY WAIVES THE RIGHT, IF ANY, TO REQUIRE THE BUYER TO DISCLOSE TO
GUARANTOR ANY INFORMATION WHICH THE 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)
THE GUARANTOR HAS INDEPENDENTLY REVIEWED THE GOVERNING AGREEMENTS
AND RELATED AGREEMENTS AND HAS MADE AN INDEPENDENT DETERMINATION AS TO THE
VALIDITY AND ENFORCEABILITY THEREOF, AND IN EXECUTING AND DELIVERING THIS
GUARANTEE TO THE BUYER, THE 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 THE SELLER OR ANY
OTHER GUARANTOR TO THE 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OF ANY OF THE OBLIGATIONS IS RESCINDED OR MUST OTHERWISE BE RESTORED OR RETURNED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 THE BUYER UPON THE INSOLVENCY, BANKRUPTCY, DISSOLUTION, LIQUIDATION OR
REORGANIZATION OF THE SELLER OR UPON OR AS A RESULT OF THE APPOINTMENT OF A
RECEIVER, INTERVENOR OR CONSERVATOR OF, OR TRUSTEE OR SIMILAR OFFICER
4
FOR, THE SELLER OR ANY SUBSTANTIAL PART OF THE SELLER'S PROPERTY, OR OTHERWISE,
ALL AS THOUGH SUCH PAYMENTS HAD NOT BEEN MADE.
7.
PAYMENTS.
THE GUARANTOR HEREBY AGREES THAT THE OBLIGATIONS WILL
BE PAID TO THE BUYER WITHOUT SET-OFF OR COUNTERCLAIM IN U.S. DOLLARS AT THE
ADDRESS SPECIFIED IN WRITING BY THE BUYER.
8.
REPRESENTATIONS AND WARRANTIES.
THE GUARANTOR REPRESENTS AND
WARRANTS THAT:
(A)
THE GUARANTOR HAS THE LEGAL CAPACITY AND THE LEGAL RIGHT TO
EXECUTE AND DELIVER THIS GUARANTEE AND TO PERFORM ITS 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 THE 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 THE
GUARANTOR AND CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF THE GUARANTOR
ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, EXCEPT AS ENFORCEABILITY MAY BE
LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER SIMILAR
LAWS AFFECTING