or in respect of this Guaranty or any other Loan Document shall
be made, in accordance with Section 2.14 of the Credit Agreement, free and clear
of and without deduction for any and all present or future Taxes.
If any
Guarantor shall be required by law to deduct any Taxes from or in respect of any
sum payable under or in respect of this Guaranty or
4
any other Loan Document to any Guaranteed Party, (i) the sum payable by such
Guarantor shall be increased as may be necessary so that after such Guarantor
and the Agent have made all required deductions (including deductions applicable
to additional sums payable under this Section 5), such Guaranteed Party receives
an amount equal to the sum it would have received had no such deductions been
made, (ii) such Guarantor shall make all such deductions and (iii) such
Guarantor shall pay the full amount deducted to the relevant taxation authority
or other authority in accordance with applicable law.
IN ADDITION, EACH GUARANTOR AGREES TO PAY ANY PRESENT OR FUTURE OTHER TAXES THAT
ARISE FROM ANY PAYMENT MADE BY OR ON BEHALF OF SUCH GUARANTOR UNDER OR IN
RESPECT OF THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR FROM THE EXECUTION,
DELIVERY OR REGISTRATION OF, PERFORMANCE UNDER, OR OTHERWISE WITH RESPECT TO,
THIS GUARANTY AND THE OTHER LOAN DOCUMENTS.
EACH GUARANTOR WILL INDEMNIFY EACH GUARANTEED PARTY FOR AND HOLD IT HARMLESS
AGAINST THE FULL AMOUNT OF TAXES AND OTHER TAXES, AND FOR THE FULL AMOUNT OF
TAXES OF ANY KIND IMPOSED BY ANY JURISDICTION ON AMOUNTS PAYABLE UNDER THIS
SECTION 5, IMPOSED ON OR PAID BY SUCH GUARANTEED PARTY AND ANY LIABILITY
(INCLUDING PENALTIES, ADDITIONS TO TAX, INTEREST AND EXPENSES) ARISING THEREFROM
OR WITH RESPECT THERETO.
THIS INDEMNIFICATION SHALL BE MADE WITHIN 30 DAYS FROM
THE DATE SUCH GUARANTEED PARTY MAKES WRITTEN DEMAND THEREFOR.
THE OBLIGATIONS OF EACH GUARANTOR UNDER THIS SECTION ARE SUBJECT IN ALL RESPECTS
TO THE LIMITATIONS, QUALIFICATIONS AND SATISFACTION OF CONDITIONS SET FORTH IN
SECTION 2.15 OF THE CREDIT AGREEMENT.
WITHOUT LIMITATION OF THE FOREGOING, THE
LENDERS ARE SUBJECT TO THE OBLIGATIONS SET FORTH IN SECTION 2.15 OF THE CREDIT
AGREEMENT TO THE SAME EXTENT AS IF SET FORTH HEREIN.
Representations and Warranties.
Each Guarantor hereby makes each representation
and warranty made in the Loan Documents by the Company with respect to such
Guarantor and each Guarantor hereby further represents and warrants as follows:
THERE ARE NO CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS GUARANTY THAT
HAVE NOT BEEN SATISFIED OR WAIVED.
SUCH GUARANTOR HAS, INDEPENDENTLY AND WITHOUT RELIANCE UPON ANY GUARANTEED 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