AGAINST THE GUARANTOR OR
AGAINST ANY OF THE GUARANTOR'S PROPERTIES OR REVENUES WITH RESPECT TO THIS
GUARANTEE OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY;
(X)
TO THE KNOWLEDGE OF THE GUARANTOR, NONE OF THE GUARANTORS, THE
BORROWERS, THE PLEDGORS, ANY OTHER CREDIT PARTY OR ANY PRINCIPAL, DIRECTOR,
PARTNER, MANAGER OR OWNER OF THE FOREGOING (OTHER THAN UNAFFILIATED MINORITY
OWNERS OF PUBLICLY TRADED COMMON STOCK) HAS EVER BEEN CONVICTED OF A CRIME OR IS
THE SUBJECT OF ANY CURRENTLY PENDING OR THREATENED CRIMINAL
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PROCEEDING THAT, IN ANY PARTICULAR CASE OR TAKEN COLLECTIVELY, COULD HAVE A
MATERIAL ADVERSE EFFECT;
(XI)
EXCEPT AS DISCLOSED IN WRITING TO THE ADMINISTRATIVE AGENT PRIOR TO THE
DATE HEREOF, THE GUARANTOR HAS FILED OR CAUSED TO BE FILED ALL TAX RETURNS
WHICH, TO THE KNOWLEDGE OF THE GUARANTOR, ARE REQUIRED TO BE FILED AND HAS PAID
ALL TAXES SHOWN TO BE DUE AND PAYABLE ON SAID RETURNS OR ON ANY ASSESSMENTS MADE
AGAINST THE GUARANTOR OR ANY OF THE GUARANTOR'S PROPERTY AND ALL OTHER TAXES,
FEES OR OTHER CHARGES 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;
(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)
EACH GUARANTOR ACKNOWLEDGES AND AGREES THAT IT IS NOT RELYING ON THE
BORROWERS' FINANCIAL CONDITION OR COLLATERAL AS AN INDUCEMENT TO ENTER INTO THIS
GUARANTEE.
EACH 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