THE UNITED STATES OR BY THE STATE OF NEW YORK OR
ANY POLITICAL SUBDIVISION OF THE UNITED STATES OR OF THE STATE OF NEW YORK ON
THE OFFICE OF THE ADMINISTRATIVE AGENT THROUGH WHICH IT IS ACTING IN CONNECTION
WITH THIS TRANSACTION (ALL SUCH NON-EXCLUDED TAXES, "FOREIGN TAXES").
IF THE
GUARANTOR IS PREVENTED BY OPERATION OF LAW OR OTHERWISE FROM PAYING, CAUSING TO
BE PAID OR REMITTING THAT PORTION OF AMOUNTS PAYABLE HEREUNDER REPRESENTED BY
FOREIGN TAXES WITHHELD OR DEDUCTED, THEN AMOUNTS PAYABLE UNDER THIS GUARANTY
SHALL, TO THE EXTENT PERMITTED BY LAW, BE INCREASED TO SUCH AMOUNT AS IS
NECESSARY TO YIELD AND REMIT TO THE ADMINISTRATIVE AGENT AN AMOUNT WHICH, AFTER
DEDUCTION OF ALL FOREIGN TAXES (INCLUDING ALL FOREIGN TAXES PAYABLE ON SUCH
INCREASED PAYMENTS) EQUALS THE AMOUNT THAT WOULD HAVE BEEN PAYABLE IF NO FOREIGN
TAXES APPLIED.
WHENEVER ANY FOREIGN TAXES ARE PAYABLE BY THE GUARANTOR, AS
PROMPTLY AS POSSIBLE THEREAFTER THE GUARANTOR SHALL SEND TO THE ADMINISTRATIVE
AGENT FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF THE RELEVANT LENDER, AS THE CASE
MAY BE, A CERTIFIED COPY OF AN ORIGINAL OFFICIAL RECEIPT RECEIVED BY THE
GUARANTOR SHOWING PAYMENT THEREOF.
IF THE GUARANTOR FAILS TO PAY ANY FOREIGN
TAXES WHEN DUE TO THE APPROPRIATE TAXING AUTHORITY OR FAILS TO REMIT TO THE
ADMINISTRATIVE AGENT THE REQUIRED RECEIPTS OR OTHER REQUIRED DOCUMENTARY
EVIDENCE, THE GUARANTOR SHALL INDEMNIFY THE ADMINISTRATIVE AGENT AND THE LENDERS
FOR ANY INCREMENTAL TAXES, INTEREST OR PENALTIES THAT MAY BECOME PAYABLE BY THE
ADMINISTRATIVE AGENT OR ANY LENDER AS A RESULT OF ANY SUCH FAILURE.
(F)
JUDGMENT CURRENCY.
THE OBLIGATIONS OF THE GUARANTOR IN RESPECT
OF ANY SUM DUE TO THE ADMINISTRATIVE AGENT OR ANY LENDER HEREUNDER OR ANY HOLDER
OF THE OBLIGATIONS OWING HEREUNDER (THE "APPLICABLE CREDITOR") SHALL,
NOTWITHSTANDING ANY JUDGMENT IN A CURRENCY (THE "JUDGMENT CURRENCY") OTHER THAN
THE CURRENCY IN WHICH SUCH SUM IS STATED TO BE DUE HEREUNDER (THE "AGREEMENT
CURRENCY"), BE DISCHARGED ONLY TO THE EXTENT THAT, ON THE BUSINESS DAY FOLLOWING
RECEIPT BY THE APPLICABLE CREDITOR OF ANY SUM ADJUDGED TO BE SO DUE IN THE
JUDGMENT CURRENCY, THE APPLICABLE CREDITOR MAY IN ACCORDANCE WITH NORMAL BANKING
PROCEDURES IN THE RELEVANT JURISDICTION PURCHASE THE AGREEMENT CURRENCY WITH THE
JUDGMENT CURRENCY; IF THE AMOUNT OF THE AGREEMENT CURRENCY SO PURCHASED IS LESS
THAN THE SUM ORIGINALLY DUE TO THE APPLICABLE CREDITOR IN THE AGREEMENT
CURRENCY, THE GUARANTOR AS A SEPARATE OBLIGATION AND NOTWITHSTANDING ANY SUCH
JUDGMENT, AGREES TO INDEMNIFY THE APPLICABLE CREDITOR AGAINST SUCH LOSS.
THE
OBLIGATIONS OF THE GUARANTOR CONTAINED IN THIS SECTION SHALL SURVIVE THE
TERMINATION OF THIS GUARANTY AND THE CREDIT AGREEMENT AND THE PAYMENT OF ALL
OTHER AMOUNTS OWING HEREUNDER AND THEREUNDER.
SECTION 19.
WAIVER OF JURY TRIAL.
THE GUARANTOR HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS GUARANTY AND FOR ANY COUNTERCLAIM THEREIN.
21
SECTION 20.
REINSTATEMENT.
THIS GUARANTY SHALL BE REINSTATED TO THE
EXTENT OF PAYMENTS MADE TO THE GUARANTOR AS REIMBURSEMENT OF