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