IF ANY AMOUNT SHALL ERRONEOUSLY BE PAID TO ANY GUARANTOR
ON ACCOUNT OF (I)
SUCH SUBROGATION, CONTRIBUTION, REIMBURSEMENT, INDEMNITY OR
SIMILAR RIGHT OR (II) ANY SUCH INDEBTEDNESS OF ANY LOAN PARTY, SUCH AMOUNT SHALL
BE HELD FOR THE BENEFIT OF THE SECURED PARTIES AND SHALL FORTHWITH BE PAID TO
THE AGENTS TO BE CREDITED AGAINST THE PAYMENT OF THE GUARANTEED OBLIGATIONS,
WHETHER MATURED OR UNMATURED, IN ACCORDANCE WITH THE TERMS OF THE LOAN
DOCUMENTS.
SECTION 7.
INFORMATION. EACH OF THE GUARANTORS ASSUMES ALL
RESPONSIBILITY FOR BEING AND KEEPING ITSELF INFORMED OF EACH OTHER LOAN PARTY'S
FINANCIAL CONDITION AND ASSETS, AND OF ALL OTHER CIRCUMSTANCES BEARING UPON THE
RISK OF NONPAYMENT OF THE GUARANTEED OBLIGATIONS AND THE NATURE, SCOPE AND
EXTENT OF THE RISKS THAT SUCH GUARANTORS AND INCURS HEREUNDER, AND AGREES THAT
NONE OF THE AGENTS OR THE OTHER SECURED PARTIES WILL HAVE ANY DUTY TO ADVISE ANY
OF THE GUARANTORS OF INFORMATION KNOWN TO IT OR ANY OF THEM REGARDING SUCH
CIRCUMSTANCES OR RISKS.
SECTION 8.
REPRESENTATIONS AND WARRANTIES. EACH OF THE GUARANTORS
REPRESENTS AND WARRANTS AS TO ITSELF THAT ALL REPRESENTATIONS AND WARRANTIES
RELATING TO IT CONTAINED IN THE CREDIT AGREEMENT ARE TRUE AND CORRECT.
SECTION 9.
TERMINATION. (A)
THE GUARANTEES MADE HEREUNDER (I) SHALL
TERMINATE WHEN ALL THE GUARANTEED OBLIGATIONS (OTHER THAN CONTINGENT
INDEMNIFICATION PROVISIONS NOT THEN CLAIMED OR DUE) HAVE BEEN PAID IN FULL IN
CASH OR CASH EQUIVALENTS AND THE LENDERS HAVE NO FURTHER COMMITMENT TO LEND
UNDER THE CREDIT AGREEMENT OR TO ISSUE OR PARTICIPATE IN LETTERS OF CREDIT AND
THE LC EXPOSURE HAS BEEN REDUCED TO ZERO AND (II) SHALL CONTINUE TO BE EFFECTIVE
OR BE REINSTATED, AS THE CASE MAY BE, IF AT ANY TIME ANY PAYMENT IN RESPECT
THEREOF, OF ANY OBLIGATION IS RESCINDED OR MUST OTHERWISE BE RESTORED BY ANY
SECURED PARTY OR ANY GUARANTOR UPON THE BANKRUPTCY OR REORGANIZATION OF THE
BORROWER, ANY GUARANTOR OR OTHERWISE. IN CONNECTION WITH THE FOREGOING, THE
AGENTS SHALL EXECUTE AND DELIVER TO SUCH GUARANTOR OR GUARANTOR'S DESIGNEE, AT
SUCH GUARANTOR'S EXPENSE, ANY DOCUMENTS OR INSTRUMENTS WHICH SUCH GUARANTOR
SHALL REASONABLY REQUEST FROM TIME TO TIME IN WRITING TO EVIDENCE SUCH
TERMINATION AND RELEASE.
(B)
IF THE EQUITY INTERESTS OF A GUARANTOR ARE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF TO A PERSON THAT IS NOT AN AFFILIATE PURSUANT TO A
TRANSACTION PERMITTED BY SECTION 6.05 OF THE CREDIT AGREEMENT THAT RESULTS IN
SUCH GUARANTOR CEASING TO BE A SUBSIDIARY, OR UPON THE EFFECTIVENESS OF ANY
WRITTEN CONSENT PURSUANT TO SECTION 9.08 OF THE CREDIT AGREEMENT TO THE RELEASE
OF THE GUARANTEE GRANTED BY SUCH GUARANTOR HEREBY, SUCH GUARANTOR SHALL BE
RELEASED FROM ITS OBLIGATIONS UNDER THIS AGREEMENT WITHOUT FURTHER ACTION. IN
CONNECTION WITH SUCH RELEASE, THE AGENTS SHALL EXECUTE AND DELIVER TO SUCH
GUARANTOR, AT SUCH GUARANTOR'S EXPENSE, ALL DOCUMENTS THAT SUCH GUARANTOR SHALL
REASONABLY REQUEST TO EVIDENCE SUCH TERMINATION OR RELEASE. ANY EXECUTION AND
DELIVERY OF DOCUMENTS PURSUANT TO THIS SECTION 9(B) SHALL BE WITHOUT RECOURSE TO
OR WARRANTY BY THE AGENTS.
SECTION