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 5.14.
, 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 AS OF ANY DATE SHALL MEAN (A) THE AMOUNT OF THE
TOTAL ASSETS OF SUCH GUARANTOR AS OF SUCH DATE MINUS (B) THE AMOUNT OF THE TOTAL
LIABILITIES OF SUCH GUARANTOR AS OF SUCH DATE, IN EACH CASE THAT WOULD BE
REFLECTED ON A BALANCE SHEET PREPARED ON A CONSOLIDATED BASIS AS OF SUCH DATE IN
ACCORDANCE WITH GAAP.
SECTION 3.03.
SUBORDINATION.
(A)
NOTWITHSTANDING ANY PROVISION OF THIS
AGREEMENT TO THE CONTRARY, EACH GUARANTOR HEREBY AGREES NOT TO EXERCISE ANY
RIGHTS UNDER SECTION 3.01.
AND SECTION 3.02.
OR ANY OTHER RIGHTS OF INDEMNITY,
CONTRIBUTION OR SUBROGATION UNDER APPLICABLE LAWS OR OTHERWISE IN RESPECT OF
PAYMENTS HEREUNDER UNLESS AND UNTIL ALL OF THE GUARANTEED OBLIGATIONS SHALL HAVE
BEEN INDEFEASIBLY PAID IN FULL IN CASH.
NO FAILURE ON THE PART OF THE BORROWER
OR ANY GUARANTOR TO MAKE THE PAYMENTS REQUIRED BY SECTION 3.01.
AND
SECTION 3.02.
(OR ANY OTHER 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.
(B)
EACH GUARANTOR HEREBY AGREES THAT ALL INDEBTEDNESS AND OTHER MONETARY
OBLIGATIONS OWED BY IT TO ANY OTHER GUARANTOR OR ANY SUBSIDIARY THAT IS NOT A
GUARANTOR SHALL BE FULLY SUBORDINATED TO THE INDEFEASIBLE PAYMENT IN FULL IN
CASH OF THE OBLIGATIONS; PROVIDED THAT SUCH SUBORDINATION SHALL NOT OPERATE TO
PREVENT THE PAYMENT OF SUCH INDEBTEDNESS AND OTHER MONETARY OBLIGATIONS
(INCLUDING,