AND SUCH OTHER GUARANTOR (THE
"CLAIMING GUARANTOR") SHALL NOT HAVE BEEN FULLY INDEMNIFIED BY THE BORROWER AS
PROVIDED IN SECTION 8, THE CONTRIBUTING GUARANTOR SHALL INDEMNIFY THE CLAIMING
GUARANTOR IN AN AMOUNT EQUAL TO THE AMOUNT OF SUCH PAYMENT MULTIPLIED BY A
FRACTION OF WHICH THE NUMERATOR SHALL BE THE NET WORTH OF THE CONTRIBUTING
GUARANTOR ON THE DATE HEREOF AND THE DENOMINATOR SHALL BE THE AGGREGATE NET
WORTH OF ALL THE GUARANTORS ON THE DATE HEREOF, EXCLUDING ANY GUARANTOR WHICH
HAS BEEN RELEASED FROM THIS AGREEMENT IN ACCORDANCE WITH SECTION 12 OF THIS
AGREEMENT (OR, IN THE CASE OF ANY GUARANTOR BECOMING A PARTY HERETO PURSUANT TO
SECTION 21, THE DATE OF THE SUPPLEMENT HERETO EXECUTED AND DELIVERED BY SUCH
GUARANTOR). ANY CONTRIBUTING GUARANTOR MAKING ANY PAYMENT TO A CLAIMING
GUARANTOR PURSUANT TO THIS SECTION 9 SHALL BE SUBROGATED TO THE RIGHTS OF SUCH
CLAIMING GUARANTOR UNDER SECTION 8 TO THE EXTENT OF SUCH PAYMENT.
Section 11. SUBORDINATION. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO
THE CONTRARY, ALL RIGHTS OF THE GUARANTORS UNDER SECTION 8 AND SECTION 9 AND ALL
OTHER RIGHTS OF INDEMNITY, CONTRIBUTION OR SUBROGATION UNDER APPLICABLE LAW OR
OTHERWISE SHALL BE FULLY SUBORDINATED TO THE INDEFEASIBLE PAYMENT IN FULL IN
CASH OF THE GUARANTEED OBLIGATIONS. NO FAILURE ON THE PART OF THE BORROWER OR
ANY GUARANTOR TO MAKE THE PAYMENTS REQUIRED UNDER APPLICABLE LAW OR OTHERWISE
SHALL IN ANY RESPECT LIMIT THE OBLIGATIONS AND LIABILITIES OF ANY GUARANTOR WITH
RESPECT TO ITS OBLIGATIONS HEREUNDER, AND EACH GUARANTOR SHALL REMAIN LIABLE FOR
THE FULL AMOUNT OF THE OBLIGATIONS OF SUCH GUARANTOR HEREUNDER.
Section 12. REPRESENTATIONS AND WARRANTIES. EACH GUARANTOR REPRESENTS AND
WARRANTS AS TO ITSELF THAT ALL REPRESENTATIONS AND WARRANTIES RELATING TO IT (AS
A SUBSIDIARY OF THE BORROWER) CONTAINED IN THE CREDIT AGREEMENT ARE TRUE AND
CORRECT AS OF THE DATE MADE OR DEEMED MADE.
Section 13. TERMINATION. THE GUARANTEES MADE HEREUNDER (I) SHALL TERMINATE ON
THE TERMINATION DATE AND (II) SHALL CONTINUE TO BE EFFECTIVE OR BE REINSTATED,
AS THE CASE MAY BE, IF AT ANY TIME PAYMENT, OR ANY PART THEREOF, OF ANY
OBLIGATION IS RESCINDED OR MUST OTHERWISE BE RESTORED BY ANY LENDER OR ANY
GUARANTOR UPON THE BANKRUPTCY OR REORGANIZATION OF THE BORROWER, ANY GUARANTOR
OR OTHERWISE. NOTWITHSTANDING THE FOREGOING, THE GUARANTEES MADE HEREUNDER SHALL
TERMINATE AS TO ANY INDIVIDUAL GUARANTOR (I) IF SUCH GUARANTOR IS NOT A
WHOLLY-OWNED DOMESTIC SUBSIDIARY THAT IS A MATERIAL SUBSIDIARY AND HAS
PREVIOUSLY EXECUTED THIS AGREEMENT AS REQUIRED PURSUANT TO SECTION 7.1(L) OF THE
CREDIT AGREEMENT, BUT THE BORROWER HAS SUBSEQUENTLY PROVIDED THE ADMINISTRATIVE
AGENT NOTICE THAT (Y) THE AGGREGATE PRINCIPAL AMOUNT OF INDEBTEDNESS OF ALL
SUBSIDIARIES OUTSTANDING PURSUANT TO SECTION 7.1(J)(I) OF THE CREDIT AGREEMENT
AND SECTION 7.1(L) OF THE CREDIT AGREEMENT IS EQUAL TO OR LESS THAN THE
SUBSIDIARY DEBT BASKET AMOUNT AND (Z) NO DEFAULT OR EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING, (II) IF AT ANY TIME A GUARANTOR CEASES TO BE A
WHOLLY-OWNED DOMESTIC SUBSIDIARY THAT IS A MATERIAL SUBSIDIARY