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 GUARANTEED NOTEHOLDER 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 COMPLETELY FAMILIAR
WITH, THE BUSINESS, CONDITION (FINANCIAL OR OTHERWISE), OPERATIONS, PERFORMANCE,
PROPERTIES AND PROSPECTS OF SUCH OTHER LOAN PARTY.
Section 7.
Covenants.
Each Guarantor covenants and agrees that, so long as any
part of the Guaranteed Obligations shall remain unpaid, 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 Company 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 then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given; provided, however, that no amendment, waiver or consent shall,
unless in writing and signed by all of the Guaranteed Noteholder Parties,
(a) reduce or limit the obligations of any Guarantor hereunder, release any
Guarantor hereunder or otherwise limit any Guarantor's liability with respect to
the Obligations owing to the Guaranteed Noteholder Parties under or in respect
of the Loan Documents except as provided in the next succeeding sentence,
(b) postpone any date fixed for payment hereunder or (c) change the number of
Guaranteed Noteholder Parties or the percentage of the aggregate unpaid
principal amount of the Advances that shall be required for the Guaranteed
Noteholder Parties or any of them to take any action hereunder.
Upon the sale
of a Guarantor to the extent permitted in accordance with the terms of the Loan
Documents, such Guarantor shall be automatically released from this Guaranty.
(B)
UPON THE EXECUTION AND DELIVERY BY ANY
PERSON OF A GUARANTY SUPPLEMENT IN SUBSTANTIALLY THE FORM OF EXHIBIT A HERETO
(EACH, A "GUARANTY SUPPLEMENT"), (I) SUCH PERSON SHALL BE REFERRED TO AS AN
"ADDITIONAL GUARANTOR" AND SHALL BECOME AND BE A GUARANTOR HEREUNDER, AND EACH
REFERENCE IN THIS GUARANTY TO A "GUARANTOR" SHALL ALSO MEAN AND BE A REFERENCE
TO SUCH ADDITIONAL GUARANTOR, AND EACH REFERENCE IN ANY OTHER LOAN DOCUMENT TO A
"SUBSIDIARY GUARANTOR" SHALL ALSO MEAN AND BE A REFERENCE TO SUCH ADDITIONAL
GUARANTOR,