AND UNTIL THE GUARANTEED OBLIGATIONS SHALL HAVE BEEN
PAID AND PERFORMED IN FULL.
THE TERMS AND PROVISIONS OF THIS PARAGRAPH 12 ARE
GIVEN BY EACH GUARANTOR AS ADDITIONAL RIGHTS AND BENEFITS TO ANY AND ALL OTHER
SUBORDINATION AGREEMENTS HERETOFORE, CONCURRENTLY HEREWITH OR HEREAFTER EXECUTED
BY ANY GUARANTOR TO OR IN FAVOR OF THE ADMINISTRATIVE AGENT AND THE LENDERS, AND
NOTHING IN THIS GUARANTY SHALL EVER BE DEEMED TO IN ANY WAY NEGATE OR REPLACE
ANY OTHER SUCH PREVIOUS, CONCURRENT, OR SUBSEQUENT SUBORDINATION AGREEMENTS.
ALL PROMISSORY NOTES, ACCOUNTS RECEIVABLE LEDGERS, AND OTHER EVIDENCES OF THE
SUBORDINATED DEBT, AND ALL MORTGAGES, DEED OF TRUSTS, SECURITY AGREEMENTS,
ASSIGNMENTS, AND OTHER SECURITY DOCUMENTS EVIDENCING THE SUBORDINATED LIENS,
SHALL CONTAIN A SPECIFIC WRITTEN NOTICE THAT THE INDEBTEDNESS AND LIENS
EVIDENCED THEREBY ARE SUBORDINATED AS PROVIDED IN THIS PARAGRAPH 12.
13.
RIGHT OF SETOFF.
EACH GUARANTOR HEREBY GRANTS TO THE
ADMINISTRATIVE AGENT AND THE LENDERS A RIGHT OF SETOFF, EXERCISABLE AFTER THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, UPON ANY AND ALL
OF ITS MONIES, SECURITIES, OR OTHER PROPERTY, AND THE PROCEEDS THEREFROM, NOW OR
HEREAFTER HELD OR RECEIVED BY OR IN TRANSIT TO THE ADMINISTRATIVE AGENT OR ANY
LENDER FROM OR FOR ITS ACCOUNT, WHETHER FOR SAFEKEEPING, CUSTODY, PLEDGE,
TRANSMISSION, COLLECTION, OR OTHERWISE, AND ALSO UPON ANY AND ALL OF ITS
DEPOSITS (GENERAL OR SPECIAL, TIME OR DEMAND, PROVISIONAL OR FINAL) AND CREDITS,
AND ANY AND ALL OF ITS CLAIMS AGAINST THE ADMINISTRATIVE AGENT OR ANY LENDER AT
ANY TIME EXISTING.
THE RIGHT OF SETOFF GRANTED PURSUANT TO THIS PARAGRAPH 13
SHALL BE CUMULATIVE OF AND IN ADDITION TO THE ADMINISTRATIVE AGENT'S AND THE
LENDERS' COMMON LAW RIGHT OF SETOFF.
14.
FURTHER ASSURANCES.
UPON THE REQUEST OF THE ADMINISTRATIVE AGENT
OR ANY LENDER, EACH GUARANTOR WILL, AT ANY TIME AND FROM TIME TO TIME, DULY
EXECUTE AND DELIVER TO THE ADMINISTRATIVE AGENT OR ANY LENDER ANY AND ALL SUCH
FURTHER AGREEMENTS, DOCUMENTS, AND INSTRUMENTS, AND SUPPLY SUCH ADDITIONAL
INFORMATION, AS MAY BE NECESSARY OR ADVISABLE, IN THE OPINION OF THE
ADMINISTRATIVE AGENT, TO OBTAIN THE FULL BENEFITS OF THIS GUARANTY.
15.
INVALID PROVISIONS.
IF ANY PROVISION OF THIS GUARANTY IS HELD TO
BE ILLEGAL, INVALID, OR UNENFORCEABLE UNDER PRESENT OR FUTURE LAWS EFFECTIVE
DURING THE TERM HEREOF, SUCH PROVISION SHALL BE FULLY SEVERABLE, THIS GUARANTY
SHALL BE CONSTRUED AND ENFORCED AS IF SUCH ILLEGAL, INVALID, OR UNENFORCEABLE
PROVISION HAD NEVER COMPRISED A PART HEREOF, AND THE REMAINING PROVISIONS HEREOF
SHALL REMAIN IN FULL FORCE AND EFFECT AND SHALL NOT BE AFFECTED BY THE ILLEGAL,
INVALID, OR UNENFORCEABLE PROVISION OR BY ITS SEVERANCE HEREFROM.
FURTHERMORE,
IN LIEU OF SUCH ILLEGAL, INVALID, OR UNENFORCEABLE PROVISION THERE SHALL BE
ADDED AUTOMATICALLY AS A PART OF THIS GUARANTY A PROVISION AS SIMILAR IN TERMS
TO SUCH ILLEGAL, INVALID, OR UNENFORCEABLE PROVISION AS MAY BE POSSIBLE AND BE
LEGAL, VALID, AND ENFORCEABLE.
NO PROVISION HEREIN OR IN ANY OTHER LOAN
DOCUMENT EVIDENCING THE GUARANTEED OBLIGATIONS SHALL REQUIRE THE PAYMENT OR
PERMIT THE COLLECTION OF INTEREST IN