OR ANY SUBSTANTIAL PART OF ITS
PROPERTY, OR OTHERWISE, ALL AS THOUGH SUCH PAYMENTS HAD NOT BEEN MADE.
9.
PAYMENTS.
EACH GUARANTOR HEREBY
GUARANTEES THAT PAYMENTS HEREUNDER WILL BE PAID TO THE ADMINISTRATIVE AGENT
WITHOUT SET-OFF OR COUNTERCLAIM IN DOLLARS AT THE ADMINISTRATIVE AGENT'S OFFICE.
10.
REPRESENTATIONS AND WARRANTIES; COVENANTS.
(A)
EACH GUARANTOR HEREBY REPRESENTS AND
WARRANTS THAT THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 8 OF THE
CREDIT AGREEMENT AS THEY RELATE TO SUCH GUARANTOR OR IN THE OTHER CREDIT
DOCUMENTS TO WHICH SUCH GUARANTOR IS A PARTY, EACH OF WHICH IS HEREBY
INCORPORATED HEREIN BY REFERENCE, ARE TRUE AND CORRECT, AND THE ADMINISTRATIVE
AGENT AND EACH OTHER SECURED PARTY SHALL BE ENTITLED TO RELY ON EACH OF THEM AS
IF THEY WERE FULLY SET FORTH HEREIN.
(B)
EACH GUARANTOR HEREBY COVENANTS AND AGREES
WITH THE ADMINISTRATIVE AGENT AND EACH OTHER SECURED PARTY THAT, FROM AND AFTER
THE DATE OF THIS GUARANTEE UNTIL THE OBLIGATIONS UNDER THE CREDIT DOCUMENTS ARE
PAID IN FULL, THE COMMITMENTS ARE TERMINATED AND NO LETTER OF CREDIT REMAINS
OUTSTANDING, SUCH GUARANTOR SHALL TAKE, OR SHALL REFRAIN FROM TAKING, AS THE
CASE MAY BE, ALL ACTIONS THAT ARE NECESSARY TO BE TAKEN OR NOT TAKEN SO THAT NO
VIOLATION OF ANY PROVISION, COVENANT OR AGREEMENT CONTAINED IN SECTION 9 OR 10
OF THE CREDIT AGREEMENT, AND SO THAT NO DEFAULT OR EVENT OF DEFAULT, IS CAUSED
BY ANY ACT OR FAILURE TO ACT OF SUCH GUARANTOR OR ANY OF ITS SUBSIDIARIES.
11.
AUTHORITY OF AGENT.
EACH GUARANTOR
ACKNOWLEDGES THAT THE RIGHTS AND RESPONSIBILITIES OF THE ADMINISTRATIVE AGENT
UNDER THIS GUARANTEE WITH RESPECT TO ANY ACTION TAKEN BY THE ADMINISTRATIVE
AGENT OR THE EXERCISE OR NON-EXERCISE BY THE ADMINISTRATIVE AGENT OF ANY OPTION,
RIGHT, REQUEST, JUDGMENT OR OTHER RIGHT OR REMEDY PROVIDED FOR HEREIN OR
RESULTING OR ARISING OUT OF THIS GUARANTEE SHALL, AS BETWEEN THE ADMINISTRATIVE
AGENT AND THE OTHER SECURED PARTIES, BE GOVERNED BY THE CREDIT AGREEMENT AND BY
SUCH OTHER AGREEMENTS WITH RESPECT THERETO AS MAY EXIST FROM TIME TO TIME AMONG
THEM, BUT, AS BETWEEN THE ADMINISTRATIVE AGENT AND SUCH GUARANTOR, THE
ADMINISTRATIVE AGENT SHALL BE CONCLUSIVELY PRESUMED TO BE ACTING AS AGENT FOR
THE SECURED PARTIES WITH FULL AND VALID AUTHORITY SO TO ACT OR REFRAIN FROM
ACTING, AND NO GUARANTOR SHALL BE UNDER ANY OBLIGATION, OR ENTITLEMENT, TO MAKE
ANY INQUIRY RESPECTING SUCH AUTHORITY.
12.
NOTICES.
ALL NOTICES, REQUESTS AND DEMANDS
PURSUANT HERETO SHALL BE MADE IN ACCORDANCE WITH SECTION 13.2 OF THE CREDIT
AGREEMENT.
ALL COMMUNICATIONS AND NOTICES HEREUNDER TO EACH GUARANTOR SHALL BE
GIVEN TO IT IN CARE OF THE BORROWER AT THE BORROWER'S ADDRESS SET FORTH IN
SECTION 13.2 OF THE CREDIT AGREEMENT.
7
13.
COUNTERPARTS.
THIS GUARANTEE MAY BE
EXECUTED BY ONE OR MORE OF THE PARTIES TO THIS GUARANTEE ON ANY NUMBER OF
SEPARATE COUNTERPARTS (INCLUDING BY FACSIMILE OR OTHER ELECTRONIC TRANSMISSION),
AND ALL OF SAID COUNTERPARTS TAKEN TOGETHER SHALL BE DEEMED TO CONSTITUTE ONE
AND THE SAME INSTRUMENT.
A SET OF THE