LAW.
(C)
THIS SECTION 7.12 IS INTENDED ONLY TO DEFINE THE RELATIVE RIGHTS
OF GUARANTORS AND NOTHING SET FORTH IN THIS SECTION 7.12 IS INTENDED TO OR SHALL
IMPAIR THE OBLIGATIONS OF GUARANTORS, JOINTLY AND SEVERALLY, TO PAY ANY AMOUNTS
AS AND WHEN THE SAME SHALL BECOME DUE AND PAYABLE IN ACCORDANCE WITH THE TERMS
OF THIS GUARANTY.
(D)
THE RIGHTS OF THE PARTIES UNDER THIS SECTION 7.12 SHALL BE
EXERCISABLE UPON THE FULL AND INDEFEASIBLE PAYMENT OF THE GUARANTEED OBLIGATIONS
AND THE TERMINATION OF THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS.
(E)
THE PARTIES HERETO ACKNOWLEDGE THAT THE RIGHTS OF CONTRIBUTION AND
INDEMNIFICATION HEREUNDER SHALL CONSTITUTE ASSETS OF ANY GUARANTOR TO WHICH SUCH
CONTRIBUTION AND INDEMNIFICATION IS OWING.
7.14
JUDGMENT CURRENCY.
IF, FOR THE PURPOSE OF OBTAINING JUDGMENT IN
ANY COURT, IT IS NECESSARY TO CONVERT AN AMOUNT DUE HEREUNDER IN THE CURRENCY IN
WHICH IT IS DUE (THE "ORIGINAL CURRENCY") INTO ANOTHER CURRENCY (THE "SECOND
CURRENCY"), THE RATE OF EXCHANGE APPLIED SHALL BE THAT AT WHICH, IN ACCORDANCE
WITH NORMAL BANKING PROCEDURES, THE AGENT COULD PURCHASE IN THE APPLICABLE
FOREIGN EXCHANGE MARKET, THE ORIGINAL CURRENCY WITH THE SECOND CURRENCY ON THE
DATE TWO (2) BUSINESS DAYS PRECEDING THAT ON WHICH JUDGMENT IS GIVEN.
EACH
GUARANTOR AGREES THAT ITS OBLIGATION IN RESPECT OF ANY ORIGINAL CURRENCY DUE
FROM IT HEREUNDER SHALL, NOTWITHSTANDING ANY JUDGMENT OR PAYMENT IN SUCH OTHER
CURRENCY, BE DISCHARGED ONLY TO THE EXTENT THAT, ON THE
10
BUSINESS DAY FOLLOWING THE DATE THE AGENT RECEIVES PAYMENT OF ANY SUM SO
ADJUDGED TO BE DUE HEREUNDER IN THE SECOND CURRENCY, THE AGENT MAY, IN
ACCORDANCE WITH NORMAL BANKING PROCEDURES, PURCHASE, IN THE APPLICABLE FOREIGN
EXCHANGE MARKET, THE ORIGINAL CURRENCY WITH THE AMOUNT OF THE SECOND CURRENCY SO
PAID; AND IF THE AMOUNT OF THE ORIGINAL CURRENCY SO PURCHASED OR COULD HAVE BEEN
SO PURCHASED IS LESS THAN THE AMOUNT ORIGINALLY DUE IN THE ORIGINAL CURRENCY,
EACH GUARANTOR AGREES AS A SEPARATE OBLIGATION AND NOTWITHSTANDING ANY SUCH
PAYMENT OR JUDGMENT TO INDEMNIFY THE AGENT AGAINST SUCH LOSS.
THE TERM "RATE OF
EXCHANGE" IN THIS SECTION 7.13 MEANS THE SPOT RATE AT WHICH THE AGENT, IN
ACCORDANCE WITH NORMAL PRACTICES, IS ABLE ON THE RELEVANT DATE TO PURCHASE THE
ORIGINAL CURRENCY WITH THE SECOND CURRENCY, AND INCLUDES ANY PREMIUM AND COSTS
OF EXCHANGE PAYABLE IN CONNECTION WITH SUCH PURCHASE.
8.
SECURITY.
To secure payment of each Guarantor's obligations under this Guaranty,
concurrently with the execution of this Guaranty, each Guarantor has entered
into a Security Agreement pursuant to which each Guarantor has granted to Agent
for the benefit of Lenders a security interest in substantially all of its
personal property and has entered into a Pledge Agreement pursuant to which
certain Guarantors have pledged the Pledged Collateral (defined therein) to
Agent for the benefit of Lenders.
9.
CREDIT AGREEMENT AND ASSET SALES.
Each Guarantor agrees to perform, comply with and be bound by the covenants
contained in Sections 4, 5 and 6 of the Credit Agreement applicable