Credit Agreement on
the relevant Borrower's behalf.
Section 6.
Representations and Warranties.
Each Guarantor hereby makes each
representation and warranty made in the Loan Documents by the Borrower with
respect to such Guarantor and each Guarantor hereby further represents and
warrants as follows:
(A)
THERE ARE NO CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS
GUARANTY THAT HAVE NOT BEEN SATISFIED OR WAIVED.
(B)
SUCH GUARANTOR HAS, INDEPENDENTLY AND WITHOUT RELIANCE UPON ANY
SECURED PARTY AND BASED ON SUCH DOCUMENTS AND INFORMATION AS IT HAS DEEMED
APPROPRIATE, MADE ITS OWN CREDIT ANALYSIS AND DECISION TO ENTER INTO THIS
GUARANTY AND EACH OTHER LOAN DOCUMENT TO WHICH IT IS OR IS TO BE A PARTY, AND
SUCH GUARANTOR HAS ESTABLISHED ADEQUATE MEANS OF OBTAINING FROM EACH OTHER LOAN
PARTY ON A CONTINUING BASIS INFORMATION PERTAINING TO, AND IS NOW AND ON A
CONTINUING BASIS WILL BE FAMILIAR WITH, THE BUSINESS, CONDITION (FINANCIAL OR
OTHERWISE), OPERATIONS, PERFORMANCE, PROPERTIES AND PROSPECTS OF SUCH OTHER LOAN
PARTY.
Section 7.
Covenants.
Each Guarantor (other than the Borrower) covenants and
agrees that, so long as any part of the Guaranteed Obligations shall remain
unpaid, any Letter of Credit shall be outstanding and not cash collateralized or
otherwise back-stopped in accordance with the Cash Collateralization or
back-to-back letter of credit provisions set forth in Section 2.03(g) of the
Credit Agreement or any Lender shall have any Commitment, such Guarantor will
perform and observe, and cause each of its Subsidiaries to perform and observe,
all of the terms, covenants and agreements set forth in the Loan Documents on
its or their part to be performed or observed or that the Borrower has agreed to
cause such Guarantor or such Subsidiaries to perform or observe.
Section 8.
Amendments, Guaranty Supplements, Etc.
(a)
No amendment or waiver
of any provision of this Guaranty and no consent to any departure by any
Guarantor therefrom shall in any event be effective unless the same shall be in
writing and signed by the Administrative Agent and the Required Lenders, and
then such waiver or consent shall be effective only in the specific instance and
for the specific purpose for which given.
Upon the sale of a Guarantor to the
extent permitted in accordance with the terms of the Loan Documents, such
Guarantor (other than the Borrower) shall be automatically released from this
Guaranty.
The Administrative Agent will, at such Guarantor's expense, execute
and deliver to such Guarantor such documents as such Guarantor shall reasonably
request to evidence the release of such Guarantor from its Guarantee hereunder
pursuant to this Section 8; provided that such Guarantor shall have delivered to
the Administrative Agent a written request therefor and a certificate of such
Guarantor to the effect that the transaction is in compliance with the Loan
Documents.
The Administrative Agent shall be authorized to rely on any such
certificate without independent investigation.
(B)
UPON THE EXECUTION AND DELIVERY BY ANY PERSON OF A GUARANTY
SUPPLEMENT IN SUBSTANTIALLY THE FORM OF EXHIBIT A HERETO (EACH, A "GUARANTY