IMPOSED ON THE GUARANTOR OR ANY OF THE
GUARANTOR'S PROPERTY BY ANY GOVERNMENTAL AUTHORITY (OTHER THAN ANY THE AMOUNT OR
VALIDITY OF WHICH ARE CURRENTLY BEING CONTESTED IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS); NO TAX LIEN HAS BEEN FILED, AND, TO THE KNOWLEDGE OF THE
GUARANTOR, NO CLAIM IS BEING ASSERTED, WITH RESPECT TO ANY SUCH TAX, FEE OR
OTHER CHARGE;
9
(XII)
THE GUARANTOR IS NOT THE SUBJECT OF ANY INSOLVENCY PROCEEDING;
(XIII)
THE RECITALS TO THIS GUARANTEE ARE TRUE AND CORRECT; AND
(XIV)
THE GUARANTOR HAS RECEIVED VALUABLE CONSIDERATION, FAIR VALUE,
FAIR CONSIDERATION OR REASONABLE EQUIVALENT VALUE FOR THE GUARANTEE OBLIGATIONS,
AND THE GUARANTEE OBLIGATIONS (A) WILL NOT RENDER THE GUARANTOR NOT SOLVENT,
(B) WILL NOT LEAVE THE GUARANTOR WITH AN UNREASONABLY SMALL AMOUNT OF 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 ACKNOWLEDGES AND AGREES THAT IT IS NOT RELYING ON
THE BORROWERS' 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 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.
12.
COVENANTS.
(A)
BUY BACK OF CAPITAL STOCK.
THE GUARANTOR