OVER TO BANK IN THE
EXACT FORM RECEIVED BY GUARANTOR (DULY INDORSED BY GUARANTOR TO BANK, IF
REQUIRED), TO BE APPLIED AGAINST THE GUARANTEED OBLIGATIONS, WHETHER MATURED OR
UNMATURED, IN SUCH ORDER AS BANK MAY DETERMINE.
2.11
TRANSFERS OF INTERESTS, ETC.
THIS GUARANTY SHALL INURE TO THE
BENEFIT OF AND BE ENFORCEABLE BY BANK.
WITHOUT LIMITING THE GENERALITY OF
SECTION 11.1, BANK MAY ASSIGN OR OTHERWISE TRANSFER (IN WHOLE OR IN PART) ANY
INTEREST HELD BY IT TO ANY OTHER PERSON, AND SUCH OTHER PERSON SHALL THEREUPON
BECOME VESTED WITH ALL RIGHTS AND BENEFITS IN RESPECT THEREOF GRANTED TO BANK
UNDER THE LOAN DOCUMENTS AND THIS GUARANTY OR OTHERWISE.
2.12
TIME, PLACE AND MANNER OF PAYMENTS BY GUARANTOR.
(1)
ALL PAYMENTS
DUE TO BANK HEREUNDER SHALL BE MADE TO BANK AT THE TIME AND PLACE AND IN THE
MANNER SPECIFIED UNDER SECTION 1.09 OF THE CREDIT AGREEMENT.
(A)
IN THE CASE OF EACH GUARANTEED OBLIGATION THAT IS PAYABLE IN A
CURRENCY OTHER THAN DOLLARS, GUARANTOR SHALL, AT BANK'S OPTION, EITHER PAY THE
UNPAID AMOUNT OF SUCH GUARANTEED OBLIGATION IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 2.12(A) OR PAY TO BANK AT BANK'S OFFICE THE EQUIVALENT THEREOF IN
DOLLARS COMPUTED AT BANK'S SELLING RATE, ON THE DATE SUCH GUARANTEED OBLIGATION
BECAME OR WAS DEEMED TO BE DUE, FOR CABLE TRANSFERS OF SUCH FOREIGN CURRENCY TO
THE PLACE WHERE SUCH GUARANTEED OBLIGATION IS PAYABLE, AND SHALL HOLD BANK
HARMLESS FROM ANY LOSS INCURRED BY IT ARISING FROM ANY CHANGE IN THE VALUE IN
DOLLARS OF SUCH FOREIGN CURRENCY BETWEEN THE DATE SUCH GUARANTEED OBLIGATION
BECAME OR WAS DEEMED TO BE DUE AND THE DATE OF PAYMENT THEREOF.
FOR THE
AVOIDANCE OF DOUBT, IT IS UNDERSTOOD THAT THE EXCHANGE RATE USED FOR THIS
PURPOSE MAY BE LESS FAVORABLE TO GUARANTOR THAN THE DEFINITION OF THE APPLICABLE
CURRENCY EXCHANGE RATE.
IF ON THE DATE SUCH GUARANTEED OBLIGATION BECAME OR WAS
DEEMED TO BE DUE NO SUCH SELLING RATE IS QUOTED BY BANK, OR IF AT ANY TIME BANK
IS UNABLE FOR ANY REASON, INCLUDING INTERRUPTION OF COMMUNICATIONS BETWEEN BANK
AND ANY BRANCH, TO ESTABLISH THE AMOUNT OF SUCH GUARANTEED OBLIGATION, BANK MAY
DETERMINE THE EQUIVALENT IN DOLLARS OF THE AMOUNT OF SUCH GUARANTEED OBLIGATION
ON THE BASIS OF SUCH FACTORS AS IT SHALL, IN ITS SOLE JUDGMENT, DEEM
APPROPRIATE, AND GUARANTOR SHALL BE OBLIGATED, ON DEMAND, TO FURNISH SUCH
SECURITY OR TO MAKE SUCH PAYMENTS ON ACCOUNT OF ITS CONTINGENT LIABILITY
HEREUNDER IN RESPECT OF SUCH GUARANTEED OBLIGATION AS BANK SHALL REQUEST.
10
2.13
WITHOUT PREJUDICE TO BANK'S RIGHTS HEREUNDER AND UNDER THE CREDIT
AGREEMENT, GUARANTOR HEREBY AGREES TO PAY DIRECTLY TO BANK ON BEHALF OF BORROWER
ALL AMOUNTS SPECIFIED UNDER SECTION 1.07 OF THE CREDIT AGREEMENT THAT ARE NOT
PAID WHEN DUE BY BORROWER, AND AUTHORIZES AND INSTRUCTS BANK TO DEBIT ANY SUCH
AMOUNTS DUE FROM GUARANTOR'S ACCOUNT AT BANK (ACCOUNT NO. 4000027052).
3.
REPRESENTATIONS AND WARRANTIES.
GUARANTOR HEREBY REPRESENTS AND
WARRANTS AND COVENANTS THAT:
(A)
GUARANTOR IS A CORPORATION DULY ORGANIZED,