Common use of Guarantor’s Representations and Warranties Clause in Contracts

Guarantor’s Representations and Warranties. Each Guarantor represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties contained in the Guaranty and the representations and warranties contained in the other Credit Documents to which such Guarantor is a party are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date (except that such materiality qualifiers shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof); (b) after giving effect to this Agreement, no Default has occurred and is continuing under any Credit Document to which such Guarantor is a party; (c) the execution, delivery and performance of this Agreement are within the corporate, limited liability company, or partnership power and authority of such Guarantor and have been duly authorized by appropriate corporate, limited liability company, or partnership action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of such Guarantor enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement, other than those which have been obtained or made; and (f) the Liens under the Security Documents to which such Guarantor is a party are valid and subsisting and secure such Guarantor’s and the Borrower’s obligations under the Credit Documents.

Guarantor’s Representations and Warranties. Each Guarantor represents and warrants that: to the Lender Parties that (a) after giving effect Guarantor is an entity of the type described in the preamble to this AgreementGuaranty, the representations duly organized and warranties contained existing in the Guaranty good standing and the representations has full power and warranties contained in the other Credit Documents authority to which such Guarantor is a party are true make and correct in all material respects on and as of the Effective Date as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date (except that such materiality qualifiers shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof)deliver this Guaranty; (b) after giving effect to this Agreement, no Default has occurred and is continuing under any Credit Document to which such Guarantor is a party; (c) the execution, delivery and performance of this Agreement are within the corporate, limited liability company, or partnership power and authority of such Guaranty by Guarantor and have been duly authorized by appropriate corporate, limited liability companyall necessary action and does not and will not violate the provisions of, or partnership action constitute a default under, any presently applicable law or its constituent documents or any agreement presently binding on Guarantor; (c) this Guaranty has been duly executed and proceedingsdelivered by the authorized officers of Guarantor and constitutes its lawful, binding and legally enforceable obligation; and (d) the authorization, execution, delivery and performance of this Agreement constitutes Guaranty do not require notification to, registration with, or consent or approval by, any federal, state or local regulatory body or administrative agency. Guarantor represents and warrants to the legalLender Parties that Guarantor has a direct and substantial economic interest in Borrower and expects to derive substantial benefits therefrom and from any loans, validcredit transactions, financial accommodations, discounts, purchases of property and other transactions and events resulting in the creation of the Obligations guarantied hereby, and binding obligation of such that this Guaranty is given for a corporate purpose. The Lender Parties may rely conclusively on a continuing warranty, hereby made, that Guarantor enforceable in accordance with its terms, except as limited continues to be benefited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement, other than those which have been obtained or made; and (f) the Liens under the Security Documents to which such Guarantor is a party are valid and subsisting and secure such Guarantor’s Guaranty and the Borrower’s obligations under Lender Parties shall have no duty to inquire into or confirm the Credit Documentsreceipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender Parties without regard to the receipt, nature or value of any such benefits.

Guarantor’s Representations and Warranties. Each Guarantor represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties of such Guarantor contained in the Guaranty and the representations and warranties contained in the other Credit Documents to which such Guarantor is a party are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date date, except to the extent that any such representation or warranty expressly relates solely representations and warranties specifically refer to an earlier date, in which case such representation or warranty is they shall be true and correct in all material respects as of such earlier date (except that such materiality qualifiers shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof)date; (b) after giving effect to this Agreement, no Default has occurred and which is continuing under any Credit Document to which such Guarantor is a partycontinuing; (c) the execution, delivery and performance of this Agreement are within the corporate, limited liability company, corporate or partnership other organizational power and authority of such Guarantor and have been duly authorized by appropriate corporate, limited liability company, or partnership action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of such Guarantor enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required to be obtained by such Guarantor in connection with the execution, delivery, performance, delivery or performance of this Agreement by such Guarantor or the validity and enforceability of this AgreementAgreement against such Guarantor; (f) to its knowledge, it has no defenses to the enforcement of the Guaranty (other than those which have been obtained or madethe indefeasible payment in full of the Obligations); and (fg) the Liens under the Security Documents to which such Guarantor is a party are valid and subsisting and secure such Guarantor’s and the Borrower’s obligations under the Credit Documents.

Guarantor’s Representations and Warranties. Each Guarantor represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties of such Guarantor contained in the Guaranty and the representations and warranties contained in the other Credit Documents to which such Guarantor is a party are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date date, except to the extent that any such representation or warranty expressly relates solely representations and warranties specifically refer to an earlier date, in which case such representation or warranty is they shall be true and correct in all material respects as of such earlier date date; provided that any representation or warranty qualified by “materiality”, “Material Adverse Effect” or similar language shall be true and correct (except that such materiality qualifiers shall not be applicable after giving effect to any representations and warranties that already are qualified or modified by materiality qualification therein) in the text thereof)all respects; (b) after giving effect to this Agreement, no Default has occurred and which is continuing under any Credit Document to which such Guarantor is a partycontinuing; (c) the execution, delivery and performance of this Agreement are within the corporate, limited liability company, corporate or partnership other organizational power and authority of such Guarantor and have been duly authorized by appropriate corporate, limited liability company, or partnership action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of such Guarantor enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required to be obtained by such Guarantor in connection with the execution, delivery, performance, delivery or performance of this Agreement by such Guarantor or the validity and enforceability of this AgreementAgreement against such Guarantor; (f) to its knowledge, it has no defenses to the enforcement of the Guaranty (other than those which have been obtained or madethe indefeasible payment in full of the Obligations); and (fg) the Liens under the Security Documents to which such Guarantor is a party are valid and subsisting and secure such Guarantor’s and the Borrower’s obligations under the Credit Documents.

Guarantor’s Representations and Warranties. Each The Guarantor represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties contained in the Guaranty and the representations and warranties contained in the other Credit Documents to which such Guarantor is a party are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date Bank that: (except that such materiality qualifiers shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof); (bi) after giving effect to this Agreement, no Default This Guaranty Agreement has occurred and is continuing under any Credit Document to which such Guarantor is a party; (c) the execution, delivery and performance of this Agreement are within the corporate, limited liability company, or partnership power and authority of such Guarantor and have been duly authorized and validly executed and delivered by appropriate corporate, limited liability company, or partnership action and proceedings; the Guarantor. (dii) this This Guaranty Agreement constitutes the legal, valid, valid and binding obligation of such Guarantor the Guarantor, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws affecting the enforcement of creditors' rights generally. (iii) To the best of creditors generally and general principles of equity; (e) there are no governmental or other third party consentsthe Guarantor's knowledge, licenses and approvals required in connection with the Guarantor's execution, delivery, performance, validity observance and enforceability performance of this AgreementGuaranty Agreement does not and will not conflict with or result in a breach of the terms or provisions of any existing Governmental Rule or of any material indenture, other than those which have been obtained agreement or made; and (f) the Liens under the Security Documents instrument to which such the Guarantor is a party are valid party, or by which the Guarantor is bound, or to which the Guarantor is subject, and subsisting do not and secure such Guarantor’s will not constitute a default thereunder. (iv) The Guarantor is solvent and is able to pay its debts as they become due. The Guarantor will not be rendered insolvent by the Borrower’s obligations execution and delivery of this Guaranty Agreement or by the transactions contemplated hereunder. No petition by or against either Guarantor has at any time been filed under the Credit DocumentsUnited States Bankruptcy Code or any similar act. (v) The Guarantor, with the assistance of counsel of the Guarantor's choice, have read and reviewed such of the documents relating to the Obligations as the Guarantor or the Guarantor's counsel deem necessary or desirable to read and review.

Guarantor’s Representations and Warranties. Each Guarantor represents and warrants that: to Agent and Lenders as follows: (a) after giving effect to Guarantor’s execution and performance of this AgreementGuaranty will not (i) violate or result in a default or breach (immediately or with the passage of time) under any material contract, the representations and warranties contained in the Guaranty and the representations and warranties contained in the other Credit Documents agreement or instrument to which such Guarantor is a party are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date (except that such materiality qualifiers shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof); (b) after giving effect to this Agreement, no Default has occurred and is continuing under any Credit Document to which such Guarantor is a party; , or by which Guarantor is bound, (cii) violate or result in a default or breach under any order, decree, award, injunction, judgment, law, regulation or rule by which Guarantor is bound, or (iii) cause or result in the imposition or creation of any lien upon any property of Guarantor other than pursuant to Sections 7 and 8 hereof; (b) The execution, delivery and performance of this Agreement are Guaranty is within the corporate, limited liability company, its corporate or partnership company power and authority of such Guarantor and have authority, has been duly authorized by appropriate corporateall necessary corporate or company action, limited liability companyis not in contravention of law or the terms of its formation or other applicable documents relating to Guarantor’s formation or to its business or conduct; (c) No consent, license or approval of, or partnership action filing or registration with, any governmental authority is necessary for the execution and proceedings; performance hereof by Guarantor; (d) this Agreement This Guaranty constitutes the legal, valid, Guarantor’s valid and binding obligation of such Guarantor enforceable in accordance with its terms, terms except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or other similar laws affecting the rights enforcement of creditors rights generally and general subject to any equitable principles limiting the right to obtain specific performance of equity; any such obligation; (e) there are no governmental or other third party consents, licenses This Guaranty promotes and approvals required furthers the business and financial interests of Guarantor and the creation of the Obligations hereunder will result in connection with the execution, delivery, performance, validity and enforceability of this Agreement, other than those which have been obtained or made; and direct financial benefit to Guarantor; (f) Guarantor has executed this Guaranty after conducting its own independent review and analysis of the Liens under financial condition and operations of Borrower, and Guarantor has not relied upon any representation, statement or information of or from Agent and/or Lenders; (g) Guarantor was not induced to give this Guaranty by the Security Documents to which such fact that there are or may be other obligors; and (h) All representations and warranties made by Guarantor is a party are valid and subsisting and secure such Guarantor’s in the Loan Agreement and the Borrower’s obligations under the Credit Documentsother Loan Documents are true and correct.

Guarantor’s Representations and Warranties. Each 14.1 The Guarantor hereby represents and warrants to MCI WorldCom that: : (a) after giving effect to this Agreement, the representations and warranties contained in the Guaranty and the representations and warranties contained in the other Credit Documents to which such Guarantor it is a party are true limited company duly incorporated, validly existing and correct in registered under the Companies ▇▇▇ ▇▇▇▇ and it has the power and all material respects necessary governmental and other consents, approvals, licences and authorities under any applicable jurisdiction to own its assets and carry on and as of the Effective Date as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date (except that such materiality qualifiers shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof); its business; (b) after giving effect it is empowered to enter into, exercise its rights and perform and comply with its obligations contained in this Agreement, Guarantee and no Default has occurred and is continuing under any Credit Document to which such Guarantor is limits on its powers will be exceeded as a party; result of its entering into this Guarantee; (c) all actions, conditions and things required to be taken, fulfilled and done (including the executionobtaining of any necessary consents) in order to enable it lawfully to enter into, delivery exercise its rights and perform and comply with its obligations contained in this Guarantee and to ensure that those obligations are legally binding and enforceable have been taken, fulfilled and done; (d) the requisite resolutions of its board of directors have been duly and properly passed at a duly convened and constituted meeting at which all statutory and other relevant formalities were observed to authorise its execution and performance of this Agreement Guarantee and such resolutions are within the corporate, limited liability company, or partnership power in full force and authority of such Guarantor effect and have not been duly authorized by appropriate corporate, limited liability company, varied or partnership action and proceedings; rescinded; (de) the giving of this Agreement Guarantee constitutes the legal, valid, valid and binding obligation obligations of such the Guarantor enforceable in accordance with its terms, except as such enforceability may be limited by applicable by: (i) bankruptcy, insolvency, reorganization, moratorium, insolvency or similar other laws of general application affecting the rights enforcement of creditors generally and general principles creditors' rights; (ii) application of equityequitable principles; and (eiii) there are no governmental the non-availability of the equitable remedies of specific performance or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement, other than those which have been obtained or made; and injunctive relief; (f) the Liens under the Security Documents giving of this Guarantee will not result in: (i) any breach of any law to which such the Guarantor is a party are valid subject or of any of the memorandum and subsisting and secure such articles of association or other constitutional documents of the Guarantor’s and ; or (ii) any breach of any deed, agreement or obligation of the Borrower’s obligations under Guarantor made with or owed to any other person; or (iii) any breach of any limits on any powers of the Credit DocumentsGuarantor; (g) the giving of this Guarantee will not result in the existence of, or oblige the Guarantor to create, any Encumbrance in favour of any person (other than MCI WorldCom) over the whole or any part of the undertaking or assets (present or future) of the Guarantor; and (h) it nor Telemonde, Inc. has any Subsidiaries which have not been disclosed to MCI WorldCom in Schedule 1.

Guarantor’s Representations and Warranties. Each Guarantor represents and warrants that: to Lender as follows: (a) after giving effect to Each Guarantor’s execution and performance of this Agreement, Guaranty will not (i) violate or result in a default or breach (immediately or with the representations and warranties contained in the Guaranty and the representations and warranties contained in the other Credit Documents to which such Guarantor is a party are true and correct in all material respects on and as passage of the Effective Date as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date (except that such materiality qualifiers shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof); (btime) after giving effect to this Agreement, no Default has occurred and is continuing under any Credit Document contract, agreement or instrument to which such Guarantor is a party; , or by which such Guarantor is bound, (cii) violate or result in a default or breach under any order, decree, award, injunction, judgment or applicable law, or (iii) cause or result in the imposition or creation of any lien upon any property of such Guarantor other than the liens created in favor of Lender hereunder; (b) The execution, delivery and performance of this Agreement are Guaranty (a) is within the corporateeach Guarantor’s organizational power, limited liability company, or partnership power and authority of such Guarantor and (b) have been duly authorized by appropriate corporateall necessary or proper actions of or pertaining to such Guarantor (including the consent of general partners, members or managers, as applicable), and (c) is not in contravention of any Guarantor’s certificate of incorporation or formation (as applicable), limited partnership agreement, limited liability companycompany agreement, bylaws or other governing document (as applicable), or partnership action any provision of law; (c) No consent, license or approval of, or filing or registration with, any governmental authority is necessary for the execution and proceedings; performance hereof by any Guarantor; (d) this Agreement This Guaranty constitutes the legal, valid, each Guarantor’s valid and binding obligation of such Guarantor enforceable in accordance with its terms, terms except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws affecting the creditors’ rights of creditors generally and general principles of equity; generally; (e) there are no governmental or other third party consents, licenses This Guaranty promotes and approvals required furthers the business and financial interests of each Guarantor and the creation of the Obligations hereunder will result in connection with the execution, delivery, performance, validity and enforceability of this Agreement, other than those which have been obtained or madedirect financial benefit to each Guarantor; and and (f) Each Guarantor has executed this Guaranty after conducting its own independent review and analysis in the Liens under financial condition and operations of the Security Documents to which such Borrowers, and each Guarantor is a party are valid and subsisting and secure such Guarantor’s and the Borrower’s obligations under the Credit Documentshas not relied upon any representation, statement or information of or from Lender.

Guarantor’s Representations and Warranties. Each Guarantor represents represents, warrants and warrants covenants to and with Lender that: (a) after giving effect : 13.1 There is no action or proceeding pending or to this Agreementthe actual knowledge of Guarantor, the representations and warranties contained threatened against Guarantor before any court or administrative agency which might result in any material adverse change in the Guaranty and the representations and warranties contained business or financial condition of Guarantor or in the other Credit Documents property of Guarantor; 13.2 Guarantor has filed all Federal and State income tax returns which Guarantor has been required to which such file, and has paid all taxes as shown on said returns and on all assessments received by Guarantor is a party are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date except to the extent that any such representation taxes have become due; 13.3 Neither the execution nor delivery of this Guaranty nor fulfillment of nor compliance with the terms and provisions hereof will conflict with, or warranty expressly relates solely to an earlier dateresult in a breach of the terms, in which case such representation conditions or warranty is true and correct in all material respects as of such earlier date (except that such materiality qualifiers shall not be applicable to any representations and warranties that already are qualified provisions of, or modified by materiality constitute a default under, or result in the text thereof); (b) after giving effect creation of any lien, charge or encumbrance upon any property or assets of Guarantor under any agreement or instrument to this Agreement, no Default has occurred which Guarantor is now a party or by which Guarantor may be bound; 13.4 This Guaranty is a valid and legally binding agreement of Guarantor and is continuing under any Credit Document enforceable against Guarantor in accordance with its terms; 13.5 Guarantor has either (i) examined the Loan Documents or (ii) has had an opportunity to which such examine the Loan Documents and has waived the right to examine them; and 13.6 Guarantor has the full power, authority, and legal right to execute and deliver this Guaranty. If Guarantor is a party; not an individual, (ci) Guarantor is duly organized, validly existing and in good standing under the laws of the state of its formation, and (ii) the execution, delivery and performance of this Agreement are within the corporate, limited liability company, or partnership power and authority of such Guaranty by Guarantor and have has been duly and validly authorized by appropriate corporate, limited liability company, or partnership action and proceedings; (dthe person(s) signing this Agreement constitutes the legal, valid, and binding obligation of such Guarantor enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement, other than those which have been obtained or made; and (f) the Liens under the Security Documents to which such Guarantor is a party are valid and subsisting and secure such Guaranty on Guarantor’s behalf has been validly authorized and the Borrower’s obligations under the Credit Documentsdirected to sign this Guaranty.

Guarantor’s Representations and Warranties. Each Guarantor represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties of such Guarantor contained in the Guaranty and the representations and warranties contained in the other Credit Documents to which such Guarantor is a party are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date date, except to the extent that any such representation or warranty expressly relates solely representations and warranties specifically refer to an earlier date, in which case such representation or warranty is they shall be true and correct in all material respects as of such earlier date (except that such materiality qualifiers shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof)date; (b) after giving effect to this Agreement, no Default has occurred and which is continuing under any Credit Document to which such Guarantor is a partycontinuing; (c) the execution, delivery and performance of this Agreement are within the corporate, limited liability company, corporate or partnership other organizational power and authority of such Guarantor and have been duly authorized by appropriate corporate, limited liability company, or partnership action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of such Guarantor enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required to be obtained by such Guarantor in connection with the execution, delivery, performance, delivery or performance of this Agreement by such Guarantor or the validity and enforceability of this AgreementAgreement against such Guarantor; (f) to its knowledge, it has no defenses to the enforcement of its Guaranty (other than those which have been obtained or madethe indefeasible payment in full of the Obligations); and (fg) the Liens under the Security Documents to which such Guarantor is a party are valid and subsisting and secure such Guarantor’s and the Borrower’s 's obligations under the Credit Documents.

Guarantor’s Representations and Warranties. Each Guarantor hereby represents and warrants that: to Lenders and Agent as follows: (a) after giving effect to this Agreement, the representations and warranties contained in the Guaranty and the representations and warranties contained in the other Credit Documents to which such Guarantor is a party are true corporation duly incorporated, validly existing and correct in all material respects on and as good standing under the laws of the Effective Date state of Delaware. Guarantor has full corporate power, authority and legal right to carry on its business as if made on as presently conducted, to own and as of such date except operate its properties and assets, and to the extent that any such representation or warranty expressly relates solely to an earlier dateexecute, in which case such representation or warranty is true deliver and correct in all material respects as of such earlier date (except that such materiality qualifiers shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof); perform this Guaranty. (b) after giving effect to this Agreement, no Default has occurred and is continuing under any Credit Document to which such Guarantor is a party; (c) the The execution, delivery and performance by Guarantor of this Agreement are within the corporate, limited liability company, or partnership power and authority of such Guarantor and Guaranty have been duly authorized by appropriate corporateall necessary corporate action of Guarantor, limited liability companyhave received all necessary governmental approvals and do not contravene any law, any provision of the Certificate of Incorporation or partnership action and proceedings; Bylaws of Guarantor or any contractual restrictions binding on Guarantor. (dc) this Agreement This Guaranty constitutes the legal, valid, valid and binding obligation of such Guarantor enforceable in accordance with its terms. (d) There are no actions, except as limited by applicable bankruptcyproceedings, insolvency, reorganization, moratoriuminvestigations, or similar laws claims against or affecting Guarantor now pending before any court, arbitrator or Governmental Authority (nor to the rights knowledge of creditors generally Guarantor has any thereof been threatened nor to the knowledge of Guarantor does any basis exist therefor) which if determined adversely to Guarantor would be likely to have a material adverse effect on the consolidated financial condition of Guarantor, Borrower and general principles the Subsidiaries or on the ability of equity; Guarantor to perform its obligations under this Guaranty. (e) there are Borrower is a wholly-owned subsidiary of Guarantor and Guarantor has no governmental other direct or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement, indirect wholly-owned subsidiaries other than those which have been obtained or made; and (f) entities that are also Wholly-owned Subsidiaries as defined in the Liens under the Security Documents to which such Guarantor is a party are valid and subsisting and secure such Guarantor’s and the Borrower’s obligations under the Credit DocumentsLoan Agreement.

Guarantor’s Representations and Warranties. Each Guarantor represents and warrants to Seller as of the date hereof that: : (a) after giving effect to this Agreement, the representations and warranties contained in the Guaranty and the representations and warranties contained in the other Credit Documents to which such Guarantor is a party are true corporation, validly existing and correct in all material respects on and as good standing under the Laws of the Effective Date as if made on as and as State of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date (except that such materiality qualifiers shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof); Virginia. (b) after giving effect Guarantor has the requisite power, authority and capacity to execute and deliver this Agreement, no Default has occurred and is continuing under any Credit Document to which such Guarantor is a party; (c) the Guaranty. The execution, delivery and performance of this Agreement are within the corporate, limited liability company, or partnership power and authority of such Guarantor and Guaranty have been duly and validly authorized by appropriate corporate, limited liability company, or partnership all necessary action on the part of Guarantor. This Guaranty has been duly executed and proceedings; (d) delivered by Guarantor and this Agreement Guaranty constitutes the legal, valid, valid and binding obligation of such Guarantor Guarantor, enforceable in accordance with its terms, except as limited by applicable subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws affecting the other Laws, now or hereafter in effect, relating to or limiting creditors’ rights of creditors generally and to general principles of equity; equity (eregardless of whether such enforceability is considered in a proceeding in equity or at Law). (c) there are no governmental or other third party consents, licenses The execution and approvals required in connection with the execution, delivery, performance, validity and enforceability delivery of this AgreementGuaranty by Guarantor does not (i) violate any provision of the articles of incorporation or bylaws of Guarantor, other than those which have been obtained (ii) result in a default (with or made; and (fwithout due notice or lapse of time or both) the Liens under the Security Documents or require any consent under any note, bond, mortgage, indenture or agreement to which such Guarantor is a party party, (iii) violate any Law applicable to Guarantor or (iv) require Guarantor to obtain any consent or approval of any Governmental Body that has not been made or obtained, except any matters described in clauses (ii), (iii) or (iv) of this Section 2.1(c) that, individually or in the aggregate, would not reasonably be expected to materially and adversely affect the ability of Guarantor to perform its obligations hereunder. (d) There are valid and subsisting and secure such no bankruptcy, insolvency, reorganization or receivership proceedings pending against, being contemplated by, or, to Guarantor’s and the Borrower’s obligations under the Credit Documentsknowledge, threatened against Guarantor.

Guarantor’s Representations and Warranties. Each Guarantor represents represents, warrants and warrants covenants to and with Lender that: (a) after giving effect : 13.1 There is no action or proceeding pending or, to this Agreementthe knowledge of Guarantor, the representations and warranties contained threatened against Guarantor before any court or administrative agency which might result in any material adverse change in the Guaranty and the representations and warranties contained business or financial condition of Guarantor or in the other Credit Documents property of Guarantor; 13.2 Guarantor has filed all Federal and state income tax returns which Guarantor has been required to which such file, and has paid all taxes as shown on said returns and on all assessments received by Guarantor is a party are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date except to the extent that any such representation taxes have become due; 13.3 Neither the execution nor delivery of this Guaranty nor fulfillment of nor compliance with the terms and provisions hereof will conflict with, or warranty expressly relates solely to an earlier dateresult in a breach of the terms, in which case such representation conditions or warranty is true and correct in all material respects as of such earlier date (except that such materiality qualifiers shall not be applicable to any representations and warranties that already are qualified provisions of, or modified by materiality constitute a default under, or result in the text thereof); (b) after giving effect creation of any lien, charge or encumbrance upon any property or assets of Guarantor under any agreement or instrument to this Agreement, no Default has occurred which Guarantor is now a party or by which Guarantor may be bound; 13.4 This Guaranty is a valid and legally binding agreement of Guarantor and is continuing under any Credit Document enforceable against Guarantor in accordance with its terms; 13.5 Guarantor has either (i) examined the Loan Documents or (ii) has had an opportunity to which such examine the Loan Documents and has waived the right to examine them; and 13.6 Guarantor has the full power, authority, and legal right to execute and deliver this Guaranty. If Guarantor is a party; not an individual, (ci) Guarantor is duly organized, validly existing and in good standing under the laws of the state of its formation, and (ii) the execution, delivery and performance of this Agreement are within the corporate, limited liability company, or partnership power and authority of such Guaranty by Guarantor and have has been duly and validly authorized by appropriate corporate, limited liability company, or partnership action and proceedings; (dthe person(s) signing this Agreement constitutes the legal, valid, and binding obligation of such Guarantor enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement, other than those which have been obtained or made; and (f) the Liens under the Security Documents to which such Guarantor is a party are valid and subsisting and secure such Guaranty on Guarantor’s behalf has been validly authorized and the Borrower’s obligations under the Credit Documentsdirected to sign this Guaranty.

Guarantor’s Representations and Warranties. Each In order to induce the Beneficiaries to enter into the Participation Agreement, the Guarantor represents and warrants that: unto the Beneficiaries as set forth in this Section 3. Section 3.1 The Guarantor (ai) after giving effect to this Agreement, has a tangible networth of at least $75 million calculated in accordance with GAAP; and (ii) qualifies as "a United States person" within the representations and warranties contained in meaning of section 7701(a)(30) of the Guaranty and the representations and warranties contained in the other Credit Documents to which such Code. Section 3.2 The Guarantor is a party are true duly organized, validly existing and correct in all material respects on and as good standing under the laws of the Effective Date as if made on as state of incorporation and as of such date except has full power, authority and legal right to the extent that any such representation or warranty expressly relates solely to an earlier dateexecute, in which case such representation or warranty is true deliver and correct in all material respects as of such earlier date (except that such materiality qualifiers shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof); (b) after giving effect to perform this Agreement, no Default has occurred and is continuing under any Credit Document to which such Guarantor is a party; (c) the Guarantee. FORM OF OWNER PARTICIPANT GUARANTEE Section 3.3 The execution, delivery and performance by the Guarantor of this Agreement are within the corporate, limited liability company, or partnership power and authority of such Guarantor and have Guarantee has been duly authorized by appropriate corporate, limited liability company, or partnership action and proceedings; (d) this Agreement all necessary corporate action. This Guarantee constitutes the a legal, valid, valid and binding obligation of such the Guarantor enforceable against the Guarantor in accordance with its terms, except as limited such enforcement may be affected by applicable bankruptcy, insolvency, reorganization, moratorium, or moratorium and other similar laws affecting creditors' rights generally. Section 3.4 The execution, delivery and performance of this Guarantee will not contravene any provision of law, rule or regulation to which the rights Guarantor is subject or any judgment, decree or order applicable to the Guarantor nor conflict or be inconsistent with or result in any breach of creditors generally and general principles any terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of equity; (eor the obligation to create or impose) there are no governmental any Lien or other third party consents, licenses and approvals required in connection with encumbrance upon any of the execution, delivery, performance, validity and enforceability property or assets of this Agreement, the Guarantor pursuant to the terms of any agreement or other than those which have been obtained or made; and (f) the Liens under the Security Documents instrument to which such the Guarantor is a party are valid and subsisting and secure such or by which it or its property is bound or to which it or its property may be subject, the violation of which could have a material adverse effect on the financial condition of the Guarantor’s and , nor violate any provision of the Borrower’s articles of incorporation or bylaws of the Guarantor. Section 3.5 No pending or, to the knowledge of the Guarantor, threatened action, suit, investigation or proceeding against the Guarantor before any Governmental Entity exists which, if determined adversely to the Guarantor would materially adversely affect the Guarantor's ability to perform its obligations under this Guarantee. Section 3.6 No consent from any Person is required for the Credit Documentsexecution, delivery and performance by the Guarantor of this Guarantee except that which has been given and remains in full force and effect.

Guarantor’s Representations and Warranties. Each Guarantor represents and warrants that: (a) after giving effect to this AgreementAgreement and the amendments to the Credit Agreement contained herein, the representations and warranties of such Guarantor contained in the Guaranty and the representations and warranties contained in the other Credit Documents to which such Guarantor is a party are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date date, except to the extent that any such representation or warranty expressly relates solely representations and warranties specifically refer to an earlier date, in which case such representation or warranty is they shall be true and correct in all material respects as of such earlier date (except that such materiality qualifiers shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof)date; (b) after giving effect to this AgreementAgreement and the amendments to the Credit Agreement contained herein, no Default has occurred and which is continuing under any Credit Document to which such Guarantor is a partycontinuing; (c) the execution, delivery and performance of this Agreement are within the corporate, limited liability company, corporate or partnership other organizational power and authority of such Guarantor and have been duly authorized by appropriate corporate, limited liability company, or partnership action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of such Guarantor enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required to be obtained by such Guarantor in connection with the execution, delivery, performance, delivery or performance of this Agreement by such Guarantor or the validity and enforceability of this Agreement, other than those which have been obtained or madeAgreement against such Guarantor; (f) it has no defenses to the enforcement of its Guaranty; and (fg) the Liens under the Security Documents to which such Guarantor is a party are valid and subsisting and secure such Guarantor’s and the Borrower’s obligations under the Credit Documents.

Guarantor’s Representations and Warranties. Each Guarantor represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties of such Guarantor contained in the Guaranty and the representations and warranties contained in the other Credit Documents to which such Guarantor is a party are true and correct in all material respects on and as of the Amendment No. 3 Effective Date as if made on as and as of such date date, except to the extent that any such representation or warranty expressly relates solely representations and warranties specifically refer to an earlier date, in which case such representation or warranty is they shall be true and correct in all material respects as of such earlier date (except that such materiality qualifiers shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof)date; (b) after giving effect to this Agreement, no Default has occurred and which is continuing under any Credit Document to which such Guarantor is a partycontinuing; (c) the execution, delivery and performance of this Agreement Amendment are within the corporate, limited liability company, corporate or partnership other organizational power and authority of such Guarantor and have been duly authorized by appropriate corporate, limited liability company, or partnership action and proceedings; (d) this Agreement Amendment constitutes the legal, valid, and binding obligation of such Guarantor enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required to be obtained by such Guarantor in connection with the execution, delivery, performance, delivery or performance of this Amendment by such Guarantor or the validity and enforceability of this AgreementAmendment against such Guarantor; (f) to its knowledge, it has no defenses to the enforcement of its Guaranty (other than those which have been obtained or madethe indefeasible payment in full of the Obligations); and (fg) the Liens under the Security Documents to which such Guarantor is a party are valid and subsisting and secure such Guarantor’s and the Borrower’s 's obligations under the Credit Documents.

Guarantor’s Representations and Warranties. Each Guarantor hereby warrants and represents and warrants that: unto Lender as follows: (a) after giving effect to that this Agreement, the representations and warranties contained in the Guaranty and the representations and warranties contained in the other Credit Documents to which such Guarantor is a party are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date (except that such materiality qualifiers shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof); (b) after giving effect to this Agreement, no Default has occurred and is continuing under any Credit Document to which such Guarantor is a party; (c) the execution, delivery and performance of this Agreement are within the corporate, limited liability company, or partnership power and authority of such Guarantor and have been duly authorized by appropriate corporate, limited liability company, or partnership action and proceedings; (d) this Agreement constitutes the legal, valid, valid and binding obligation of such Guarantor and is fully enforceable against Guarantor in accordance with its terms; (b) Guarantor is solvent and the execution of this Guaranty Agreement does not render Guarantor insolvent. Any and all financial statements, except balance sheets, net worth statements and other financial data which have heretofore been furnished to Lender with respect to Guarantor fairly and accurately present the financial condition of Guarantor as limited of the date they were furnished to Lender and, since that date, there has been no material adverse change in the financial condition of Guarantor. (c) that there are no legal proceedings or material claims or demands pending against or, to the best of Guarantor’s knowledge threatened against, Guarantor or any of its assets; (d) that the execution and delivery of this Guaranty and the assumption of liability hereunder have been in all respects authorized and approved by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally Guarantor and general principles of equityits members; Guarantor has full authority and power to execute this Guaranty and to perform its obligations hereunder; and (e) there are no governmental or other third party consents, licenses that neither the execution nor the delivery of this Guaranty nor the fulfillment and approvals required in connection compliance with the executionprovisions hereof will conflict with, deliveryresult in a breach of, performanceconstitute a default under or result in the creation of any lien, validity and enforceability charge, or encumbrance upon any property or assets of this Agreement, other than those which have been obtained Guarantor under any agreement or made; and (f) the Liens under the Security Documents instrument to which such Guarantor is now a party are valid and subsisting and secure such Guarantor’s and the Borrower’s obligations under the Credit Documentsor by which it may be bound.

Guarantor’s Representations and Warranties. Each Guarantor represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties of such Guarantor contained in the Guaranty and the representations and warranties contained in the other Credit Documents to which such Guarantor is a party are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date date, except to the extent that any such representation or warranty expressly relates solely representations and warranties specifically refer to an earlier date, in which case such representation or warranty is they shall be true and correct in all material respects as of such earlier date (except that such materiality qualifiers shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof)date; (b) after giving effect to this Agreement, no Default has occurred and which is continuing under any Credit Document to which such Guarantor is a partycontinuing; (c) the execution, delivery and performance of this Agreement Amendment are within the corporate, limited liability company, corporate or partnership other organizational power and authority of such Guarantor and have been duly authorized by appropriate corporate, limited liability company, or partnership action and proceedings; (d) this Agreement Amendment constitutes the legal, valid, and binding obligation of such Guarantor enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required to be obtained by such Guarantor in connection with the execution, delivery, performance, delivery or performance of this Amendment by such Guarantor or the validity and enforceability of this Agreement, Amendment against such Guarantor; (f) it has no defenses to the enforcement of its Guaranty (other than those which have been obtained or madethe indefeasible payment in full of the Obligations); and (fg) the Liens under the Security Documents to which such Guarantor is a party are valid and subsisting and secure such Guarantor’s and the Borrower’s obligations under the Credit Documents.

Guarantor’s Representations and Warranties. Each Guarantor represents and warrants to the Lender that: (ai) after giving effect to this Agreement, the representations and warranties contained in the Guaranty and the representations and warranties contained in the other Credit Documents to which such Guarantor is a party are true corporation, duly organized and correct existing in all material respects on good standing and as of the Effective Date as if made on as has full power and as of such date except authority to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true make and correct in all material respects as of such earlier date (except that such materiality qualifiers shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof)deliver this Guaranty; (b) after giving effect to this Agreement, no Default has occurred and is continuing under any Credit Document to which such Guarantor is a party; (cii) the execution, delivery and performance of this Agreement are within the corporate, limited liability company, or partnership power and authority of Guaranty by such Guarantor and have been duly authorized by appropriate corporate, limited liability companyall necessary action of its directors and do not and will not violate the provisions of, or partnership action and proceedingsconstitute a default under, any presently applicable law or its Constituent Documents or any agreement presently binding on it; (diii) this Agreement constitutes Guaranty has been duly executed and delivered by the legal, valid, and binding obligation authorized Officers of such Guarantor and constitutes its lawful, binding and legally enforceable in accordance with its termsobligation, except as limited by applicable equitable principles and bankruptcy, insolvency, reorganization, moratorium, or insolvency and similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement, other than those which have been obtained or madecreditors’ rights; and (fiv) the Liens under authorization, execution, delivery and performance of this Guaranty do not require notification to, registration with, or consent or approval by, any federal, state or local regulatory body or administrative agency. Each Guarantor represents and warrants to the Security Documents to which Lender that such Guarantor has a substantial economic interest in the Borrower and expects to derive substantial benefits therefrom and from any loans, credit transactions, financial accommodations, discounts, purchases of property and other transactions and events resulting in the creation of the Indebtedness guarantied hereby, and that this Guaranty is given for a party are valid and subsisting and secure corporate purpose. Accordingly, the Lender may rely conclusively on a continuing warranty, hereby made, that such Guarantor’s Guarantor continues to be benefited by this Guaranty and the Borrower’s obligations under Lender shall have no duty to inquire into or confirm the Credit Documentsreceipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender without regard to the receipt, nature or value of any such benefits.

Guarantor’s Representations and Warranties. Each Guarantor represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties of such Guarantor contained in the Guaranty and the representations and warranties contained in the other Credit Documents to which such Guarantor is a party are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date date, except to the extent that any such representation or warranty expressly relates solely representations and warranties specifically refer to an earlier date, in which case such representation or warranty is they shall be true and correct in all material respects as of such earlier date (except that such materiality qualifiers shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof)date; (b) after giving effect to this Agreement, no Default has occurred and which is continuing under any Credit Document to which such Guarantor is a partycontinuing; (c) the execution, delivery and performance of this Agreement are within the corporate, limited liability company, corporate or partnership other organizational power and authority of such Guarantor and have been duly authorized by appropriate corporate, limited liability company, or partnership action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of such Guarantor enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required to be obtained by such Guarantor in connection with the execution, delivery, performance, delivery or performance of this Agreement by such Guarantor or the validity and enforceability of this Agreement, Agreement against such Guarantor; (f) it has no defenses to the enforcement of its Guaranty (other than those which have been obtained or madethe indefeasible payment in full of the Obligations); and (fg) the Liens under the Security Documents to which such Guarantor is a party are valid and subsisting and secure such Guarantor’s and the Borrower’s obligations under the Credit Documents.

Guarantor’s Representations and Warranties. Each Guarantor hereby acknowledges, understands, represents and warrants thatunto Marketer as follows: (a) after giving effect to this Agreement, the representations and warranties contained in the Guaranty and the representations and warranties contained in the other Credit Documents to which such Guarantor is a party are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date (except that such materiality qualifiers shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof); (b) after giving effect to this Agreement, no Default has occurred and is continuing under any Credit Document to which such Guarantor is a party; (c) the execution, delivery and performance of this Agreement are within the corporate, limited liability company, or partnership power and authority of such Guarantor and have been duly authorized by appropriate corporate, limited liability company, or partnership action and proceedings; (di) this Agreement Guaranty constitutes the legal, valid, valid and binding obligation of such Guarantor and is fully enforceable against Guarantor in accordance with its conditions, provisions and terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (eii) Guarantor is solvent and the execution of this Guaranty does not render Guarantor insolvent. Any and all financial statements, balance sheets, net worth statements and other financial data which have heretofore been furnished to Marketer with respect to Guarantor fairly and accurately present the financial condition of Guarantor as of the date they were furnished to Marketer and, since that date, there has been no material adverse change in the financial condition of Guarantor; (iii) there are no governmental legal proceedings or other third party consentsmaterial claims or demands pending against or, licenses to the best of Guarantor’s knowledge threatened against, Guarantor or any of its assets; (iv) the execution and approvals required delivery of this Guaranty and the assumption of liability hereunder have been in connection all respects authorized and approved by Guarantor; Guarantor has full authority and power to execute this Guaranty and to perform its obligations hereunder; and, (v) that neither the execution nor the delivery of this Guaranty nor the fulfillment and compliance with the executionprovisions hereof will conflict with, deliveryresult in a breach of, performanceconstitute a default under or result in the creation of any lien, validity and enforceability charge, or encumbrance upon any property or assets of this Agreement, other than those which have been obtained Guarantor under any agreement or made; and (f) the Liens under the Security Documents instrument to which such Guarantor is now a party are valid and subsisting and secure such Guarantor’s and the Borrower’s obligations under the Credit Documentsor by which it may be bound.

Guarantor’s Representations and Warranties. Each Guarantor represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties of such Guarantor contained in the Guaranty and the representations and warranties contained in the other Credit Documents to which such Guarantor is a party are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date date, except to the extent that any such representation or warranty expressly relates solely representations and warranties specifically refer to an earlier date, in which case such representation or warranty is they shall be true and correct in all material respects as of such earlier date (except that such materiality qualifiers shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof)date; (b) after giving effect to this Agreement, no Default has occurred and which is continuing under any Credit Document to which such Guarantor is a partycontinuing; (c) the execution, delivery and performance of this Agreement are within the corporate, limited liability company, corporate or partnership other organizational power and authority of such Guarantor and have been duly authorized by appropriate corporate, limited liability company, or partnership action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of such Guarantor enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required to be obtained by such Guarantor in connection with the execution, delivery, performance, delivery or performance of this Agreement by such Guarantor or the validity and enforceability of this AgreementAgreement against such Guarantor; (f) to its knowledge, it has no defenses to the enforcement of its Guaranty (other than those which have been obtained or madethe indefeasible payment in full of the Obligations); and (fg) the Liens under the Security Documents to which such Guarantor is a party are valid and subsisting and secure such Guarantor’s and the Borrower’s obligations under the Credit Documents.

Guarantor’s Representations and Warranties. Each Guarantor represents and warrants to the Administrative Agent and each Lender that: (a) after giving effect to this Agreement, the its representations and warranties contained in the Guaranty Agreement to which such Guarantor is a party and the representations and warranties contained in the other Credit Documents to which such Guarantor is a party are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date (except that such materiality qualifiers shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof)date; (b) after giving effect to this Agreement, no Default has occurred and is continuing under any Credit Document to which such Guarantor is a party; (c) the execution, delivery and performance of this Agreement are within the corporate, limited liability company, or partnership power and authority of such Guarantor and have been duly authorized by appropriate corporate, limited liability company, or partnership action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of such Guarantor enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement, other than those which have been obtained or made; and (f) the Liens under the Security Documents to which such Guarantor is a party are valid and subsisting and secure such Guarantor’s and the Borrower’s obligations under the Credit Documents.