HOWEVER, THAT THE FAILURE TO GIVE SUCH NOTICE SHALL NOT
AFFECT THE VALIDITY OF SUCH SET-OFF AND APPLICATION. THE RIGHTS OF EACH AGENT
AND EACH LENDER AND THEIR RESPECTIVE AFFILIATES UNDER THIS SECTION ARE IN
ADDITION TO OTHER RIGHTS AND REMEDIES (INCLUDING, WITHOUT LIMITATION, OTHER
RIGHTS OF SET-OFF) THAT SUCH AGENT, SUCH LENDER AND THEIR RESPECTIVE AFFILIATES
MAY HAVE.
SECTION 12.
INDEMNIFICATION.
(A)
WITHOUT LIMITATION ON ANY OTHER
OBLIGATIONS OF ANY GUARANTOR OR REMEDIES OF THE SECURED PARTIES UNDER THIS
GUARANTY, EACH GUARANTOR SHALL, TO THE FULLEST EXTENT PERMITTED BY LAW,
INDEMNIFY, DEFEND AND SAVE AND HOLD HARMLESS EACH SECURED PARTY AND EACH OF
THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND
ADVISORS (EACH, AN "INDEMNIFIED PARTY") FROM AND AGAINST, AND SHALL PAY ON
DEMAND, ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES AND EXPENSES
(INCLUDING, WITHOUT LIMITATION, FEES AND EXPENSES OF COUNSEL) THAT MAY BE
INCURRED BY OR ASSERTED OR AWARDED AGAINST ANY INDEMNIFIED PARTY IN CONNECTION
WITH OR AS A RESULT OF ANY FAILURE OF ANY GUARANTEED OBLIGATIONS TO BE THE
LEGAL, VALID AND BINDING OBLIGATIONS OF ANY LOAN PARTY ENFORCEABLE AGAINST SUCH
LOAN PARTY IN ACCORDANCE WITH THEIR TERMS; PROVIDED THAT SUCH INDEMNITY SHALL
NOT, AS TO ANY INDEMNIFIED PARTY, BE AVAILABLE TO THE EXTENT THAT SUCH CLAIMS,
DAMAGES, LOSSES, LIABILITIES AND EXPENSES ARE DETERMINED BY A COURT OF COMPETENT
JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY.
(B)
EACH GUARANTOR HEREBY ALSO AGREES THAT NONE OF THE INDEMNIFIED PARTIES
SHALL HAVE ANY LIABILITY (WHETHER DIRECT OR INDIRECT, IN CONTRACT, TORT OR
OTHERWISE) TO ANY OF THE GUARANTORS OR ANY OF THEIR RESPECTIVE AFFILIATES OR ANY
OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND ADVISORS FOR, AND
EACH GUARANTOR HEREBY AGREES NOT TO ASSERT ANY CLAIM AGAINST ANY INDEMNIFIED
PARTY ON ANY THEORY OF, LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR
PUNITIVE DAMAGES ARISING OUT OF OR OTHERWISE RELATING TO THE FACILITIES, THE
ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS OR THE LETTERS OF CREDIT,
THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THE LOAN
DOCUMENTS.
(C)
WITHOUT PREJUDICE TO THE SURVIVAL OF ANY OF THE OTHER AGREEMENTS OF
ANY GUARANTOR UNDER THIS GUARANTY OR ANY OF THE OTHER LOAN DOCUMENTS, THE
AGREEMENTS AND OBLIGATIONS OF EACH GUARANTOR CONTAINED IN SECTION 1(A) (WITH
RESPECT TO ENFORCEMENT EXPENSES), THE LAST SENTENCE OF SECTION 2, SECTION 5 AND
THIS SECTION 12 SHALL SURVIVE THE PAYMENT IN FULL OF THE GUARANTEED OBLIGATIONS
AND ALL OF THE OTHER AMOUNTS PAYABLE UNDER THIS GUARANTY.
SECTION 13.
SUBORDINATION.
EACH GUARANTOR HEREBY SUBORDINATES ANY AND ALL
DEBTS, LIABILITIES AND OTHER OBLIGATIONS OWED TO SUCH GUARANTOR BY EACH OTHER
LOAN PARTY (THE "SUBORDINATED OBLIGATIONS") TO THE GUARANTEED OBLIGATIONS TO THE
EXTENT AND IN THE MANNER HEREINAFTER SET FORTH IN THIS SECTION 13:
(A)
PROHIBITED PAYMENTS, ETC. EXCEPT DURING THE CONTINUANCE OF A SPECIFIED
DEFAULT, EACH GUARANTOR MAY RECEIVE PAYMENTS FROM ANY OTHER LOAN PARTY ON
ACCOUNT OF