ADVISE SUCH GUARANTOR OF INFORMATION
KNOWN TO IT OR ANY OF THEM REGARDING SUCH CIRCUMSTANCES OR RISKS.
SECTION 2.07.
PAYMENTS FREE OF TAXES.
ANY AND ALL PAYMENTS BY OR ON ACCOUNT OF
ANY OBLIGATION OF ANY GUARANTOR HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT SHALL
BE MADE FREE AND CLEAR OF AND WITHOUT DEDUCTION OR WITHHOLDING FOR ANY
INDEMNIFIED TAXES ON THE SAME TERMS AND TO THE SAME EXTENT THAT PAYMENTS BY THE
BORROWER ARE REQUIRED TO BE SO MADE PURSUANT TO THE TERMS OF SECTION 3.01 OF THE
CREDIT AGREEMENT. THE PROVISIONS OF SECTION 3.01 OF THE CREDIT AGREEMENT SHALL
APPLY TO EACH GUARANTOR, MUTATIS MUTANDIS.
4
ARTICLE III
INDEMNITY, SUBROGATION AND SUBORDINATION
SECTION 3.01.
INDEMNITY AND SUBROGATION.
IN ADDITION TO ALL SUCH RIGHTS OF
INDEMNITY AND SUBROGATION AS THE GUARANTORS MAY HAVE UNDER APPLICABLE LAW (BUT
SUBJECT TO SECTION 3.03) IN RESPECT OF ANY PAYMENT HEREUNDER, THE BORROWER
AGREES THAT (A) IN THE EVENT A PAYMENT OF ANY OBLIGATION OF THE BORROWER SHALL
BE MADE BY ANY GUARANTOR UNDER THIS AGREEMENT, THE BORROWER SHALL INDEMNIFY SUCH
GUARANTOR FOR THE FULL AMOUNT OF SUCH PAYMENT AND SUCH GUARANTOR SHALL BE
SUBROGATED TO THE RIGHTS OF THE PERSON TO WHOM SUCH PAYMENT SHALL HAVE BEEN MADE
TO THE EXTENT OF SUCH PAYMENT AND (B) IN THE EVENT ANY ASSETS OF ANY GUARANTOR
SHALL BE SOLD PURSUANT TO ANY SECURITY DOCUMENT TO SATISFY IN WHOLE OR IN PART A
SECURED OBLIGATION (AS DEFINED IN THE SECURITY AGREEMENT) OWED TO ANY CREDIT
PARTY, THE BORROWER SHALL INDEMNIFY SUCH GUARANTOR IN AN AMOUNT EQUAL TO THE
GREATER OF THE BOOK VALUE OR THE FAIR MARKET VALUE OF THE ASSETS SO SOLD.
SECTION 3.02.
CONTRIBUTION AND SUBROGATION.
EACH GUARANTOR (A "CONTRIBUTING
PARTY") AGREES (SUBJECT TO SECTION 3.03) THAT, IN THE EVENT A PAYMENT SHALL BE
MADE BY ANY OTHER GUARANTOR HEREUNDER IN RESPECT OF ANY GUARANTEED OBLIGATION
THAT IS GUARANTEED BY THE CONTRIBUTING PARTY OR ANY ASSETS OF ANY OTHER
GUARANTOR (OTHER THAN THE BORROWER) SHALL BE SOLD PURSUANT TO ANY SECURITY
DOCUMENT TO SATISFY ANY SECURED OBLIGATION OWED TO ANY CREDIT PARTY AND SUCH
OTHER GUARANTOR (THE "CLAIMING PARTY") SHALL NOT HAVE BEEN FULLY INDEMNIFIED AS
PROVIDED IN SECTION 3.01, EACH CONTRIBUTING PARTY SHALL INDEMNIFY THE CLAIMING
PARTY 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 PARTY ON THE
DATE HEREOF AND THE DENOMINATOR SHALL BE THE SUM OF THE RESPECTIVE NET WORTHS OF
ALL THE GUARANTORS ON THE DATE HEREOF (OR, IN THE CASE OF ANY GUARANTOR BECOMING
A PARTY HERETO PURSUANT TO SECTION 5.13, THE DATE OF THE SUPPLEMENT PURSUANT TO
WHICH SUCH GUARANTOR BECAME A PARTY HERETO).
ANY CONTRIBUTING PARTY MAKING ANY
PAYMENT TO A CLAIMING PARTY PURSUANT TO THIS SECTION 3.02 SHALL BE SUBROGATED TO
THE RIGHTS OF SUCH CLAIMING PARTY UNDER SECTION 3.01 TO THE EXTENT OF SUCH
PAYMENT.
FOR PURPOSES OF THIS AGREEMENT, "NET WORTH" OF ANY GUARANTOR