TO, OR
FOR THE ACCOUNT OF, ANY FOREIGN SECURED PARTY UNDER SECTION 5(A) AND 5(C) WITH
RESPECT TO (A) ANY TAXES REQUIRED TO BE DEDUCTED OR WITHHELD ON THE BASIS OF THE
INFORMATION, CERTIFICATES OR STATEMENTS OF EXEMPTION SUCH FOREIGN SECURED PARTY
TRANSMITS WITH AN IRS FORM W-8BEN OR W-8IMY (OR ANY SUCCESSOR FORM THERETO)
PURSUANT TO SECTION 5(E) OR 5(F) OR (B) IF SUCH FOREIGN SECURED PARTY SHALL HAVE
FAILED TO SATISFY THE PROVISIONS OF SECTION 5(E) OR 5(F); PROVIDED, THAT IF SUCH
FOREIGN SECURED PARTY SHALL HAVE SATISFIED THE REQUIREMENTS OF SECTION 5(E) AND
5(F) ON THE DATE SUCH FOREIGN SECURED PARTY BECAME A FOREIGN SECURED PARTY OR
CEASED TO ACT FOR ITS OWN ACCOUNT WITH RESPECT TO ANY PAYMENT UNDER ANY OF THE
LOAN DOCUMENTS, NOTHING IN SECTION 5(E) SHALL RELIEVE SUCH GUARANTOR OF ITS
OBLIGATION TO PAY ANY AMOUNTS PURSUANT TO SECTION 5(A) OR 5(C) TO THE EXTENT
THAT, AS A RESULT OF ANY CHANGE IN ANY APPLICABLE LAW, TREATY OR GOVERNMENTAL
RULE, REGULATION OR ORDER, OR ANY CHANGE IN THE INTERPRETATION, ADMINISTRATION
OR APPLICATION THEREOF, (X) SUCH FOREIGN SECURED PARTY IS NO LONGER PROPERLY
ENTITLED TO DELIVER FORMS, CERTIFICATES OR OTHER EVIDENCE AT A SUBSEQUENT DATE
ESTABLISHING THE FACT THAT SUCH FOREIGN SECURED PARTY OR OTHER PERSON FOR THE
ACCOUNT OF WHICH SUCH FOREIGN SECURED PARTY RECEIVES ANY SUMS PAYABLE UNDER ANY
OF THE LOAN DOCUMENTS IS NOT SUBJECT TO WITHHOLDING OR IS SUBJECT TO WITHHOLDING
AT A REDUCED RATE, OR (Y) THE RATE AT WHICH SUCH FOREIGN SECURED PARTY OR OTHER
PERSON IS SUBJECT TO TAX IS INCREASED.
SECTION 6.
REPRESENTATIONS AND WARRANTIES.
EACH GUARANTOR HEREBY MAKES
EACH REPRESENTATION AND WARRANTY MADE IN THE LOAN DOCUMENTS BY THE BORROWER WITH
RESPECT TO SUCH GUARANTOR AND EACH GUARANTOR HEREBY FURTHER REPRESENTS 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
SECURED 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, ANY LETTER OF
CREDIT SHALL BE OUTSTANDING, ANY LENDER SHALL HAVE ANY COMMITMENT OR ANY SECURED
HEDGE AGREEMENT SHALL BE IN EFFECT, SUCH GUARANTOR WILL, TO THE EXTENT EXPRESSLY
SET FORTH IN THE LOAN DOCUMENTS, PERFORM AND OBSERVE, AND CAUSE EACH OF ITS
SUBSIDIARIES TO PERFORM AND OBSERVE, ALL OF THE TERMS, COVENANTS AND AGREEMENTS
SET FORTH IN THE