addition to
other rights and remedies (including, without limitation, other rights of
set-off) which the Banks may have.
SECTION 14.
COSTS, EXPENSES AND TAXES.
THE GUARANTOR AGREES TO PAY, AND CAUSE
TO BE PAID, THE COSTS AND EXPENSES OF THE AGENT AND THE BANKS THAT ARE SET FORTH
IN SECTION 10.3 OF THE CREDIT AGREEMENT IN THE MANNER SET FORTH IN SECTION 10.3
OF THE CREDIT AGREEMENT.
THE GUARANTOR AGREES TO PAY INTEREST ON ANY EXPENSES
OR OTHER SUMS DUE TO THE AGENT AND THE BANKS THEREUNDER THAT ARE NOT PAID WHEN
DUE (FOLLOWING ANY APPLICABLE GRACE PERIOD OR OPPORTUNITY TO CURE) AT THE
DEFAULT RATE.
IN ADDITION, SUBJECT TO SECTION 10.8 OF THE CREDIT AGREEMENT, THE
GUARANTOR SHALL PAY ANY AND ALL STAMP AND OTHER TAXES PAYABLE OR DETERMINED TO
BE PAYABLE IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS GUARANTY AND
ANY OF THE DOCUMENTS OR INSTRUMENTS EVIDENCING THE OBLIGATIONS, AND AGREES TO
SAVE THE AGENT AND THE BANKS HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES
WITH RESPECT TO OR RESULTING FROM ANY DELAY IN PAYING OR OMISSION TO PAY SUCH
TAXES.
THE AGREEMENTS OF THE GUARANTOR CONTAINED IN THIS SECTION 14 SHALL
SURVIVE THE PAYMENT OF ALL OTHER AMOUNTS OWING HEREUNDER OR UNDER ANY OF THE
OTHER OBLIGATIONS.
SECTION 15.
INDEMNITY.
TO THE FULLEST EXTENT PERMITTED BY LAW AND SUBJECT TO
SECTION 10.8 OF THE CREDIT AGREEMENT, THE GUARANTOR AGREES TO INDEMNIFY THE
AGENT AND THE BANKS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
ATTORNEYS AND OTHER PROFESSIONALS AND CONSULTANTS, INSURERS AND STOCKHOLDERS,
AND EACH OF THEM, IN THE MANNER SET FORTH IN SECTION 10.4 OF THE CREDIT
AGREEMENT.
SECTION 16.
SEPARABILITY.
SHOULD ANY CLAUSE, SENTENCE, PARAGRAPH, SUBSECTION
OR SECTION OF THIS GUARANTY BE JUDICIALLY DECLARED TO BE INVALID, UNENFORCEABLE
OR VOID, SUCH DECISION WILL NOT HAVE THE EFFECT OF INVALIDATING OR VOIDING THE
REMAINDER OF THIS GUARANTY, AND THE PARTIES HERETO AGREE THAT THE PART OR PARTS
OF THIS GUARANTY SO HELD TO BE INVALID, UNENFORCEABLE OR VOID WILL BE DEEMED TO
HAVE BEEN STRICKEN HEREFROM AND THE REMAINDER WILL HAVE THE SAME FORCE AND
EFFECTIVENESS AS IF SUCH PART OR PARTS HAD NEVER BEEN INCLUDED HEREIN.
SECTION 17.
CAPTIONS.
THE CAPTIONS IN THIS GUARANTY HAVE BEEN INSERTED FOR
CONVENIENCE ONLY AND SHALL BE GIVEN NO SUBSTANTIVE MEANING OR SIGNIFICANCE
WHATEVER IN CONSTRUING THE TERMS AND PROVISIONS OF THIS GUARANTY.
SECTION 18.
CONTINUING GUARANTY; TRANSFER OF THE NOTES.
THIS GUARANTY IS A
CONTINUING GUARANTY AND SHALL (A) REMAIN IN FULL FORCE AND EFFECT UNTIL THE
TERMINATION OF THE OBLIGATIONS OF THE BANKS TO MAKE LOANS OR ISSUE LETTERS OF
CREDIT UNDER THE CREDIT AGREEMENT AND THE INDEFEASIBLE PAYMENT IN FULL
THEREAFTER OF THE OBLIGATIONS; (B) BE BINDING UPON THE GUARANTOR, ITS SUCCESSORS
AND ASSIGNS; AND (C) INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY THE AGENT AND
THE BANKS AND THEIR RESPECTIVE SUCCESSORS, TRANSFEREES AND ASSIGNS.
WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING CLAUSE (C), THE AGENT AND THE BANKS MAY
ASSIGN OR