SUPPLEMENTED, CONTRADICTED OR
OTHERWISE MODIFIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.
11.18
NATURE OF LIABILITY OF FOREIGN BORROWERS.
(A)
NONE OF THE FOREIGN BORROWERS NOR ANY
FOREIGN SUBSIDIARIES SHALL BE LIABLE (EITHER AS OBLIGOR, INDEMNITOR OR
OTHERWISE) FOR ANY DOMESTIC OBLIGATIONS.
THE OBLIGATIONS OF THE BORROWERS ARE
INDEPENDENT OF EACH OTHER, AND A SEPARATE ACTION OR ACTIONS MAY BE BROUGHT AND
123
PROSECUTED AGAINST ANY BORROWER TO ENFORCE THIS AGREEMENT, IRRESPECTIVE OF
WHETHER ANY ACTION IS BROUGHT AGAINST ANY OTHER BORROWER OR WHETHER ANY OTHER
BORROWER IS JOINED IN ANY SUCH ACTION OR ACTIONS.
(B)
WITH RESPECT TO THE FOREIGN OBLIGATIONS, THE
LIABILITY OF EACH BORROWER HEREUNDER IS EXCLUSIVE AND INDEPENDENT OF ANY
SECURITY FOR OR OTHER GUARANTY OF THE INDEBTEDNESS OF THE BORROWERS AND SUCH
BORROWER'S LIABILITY HEREUNDER SHALL NOT BE AFFECTED OR IMPAIRED BY (I) ANY
DIRECTION AS TO APPLICATION OF PAYMENT BY ANY OTHER BORROWER OR BY ANY OTHER
PARTY, (II) ANY OTHER CONTINUING OR OTHER GUARANTY, UNDERTAKING OR MAXIMUM
LIABILITY OF A GUARANTOR OR OF ANY OTHER PARTY AS TO THE INDEBTEDNESS OF ANY
OTHER BORROWER, (III) ANY PAYMENT ON OR IN REDUCTION OF ANY SUCH OTHER GUARANTY
OR UNDERTAKING, (IV) ANY DISSOLUTION, TERMINATION OR INCREASE, DECREASE OR
CHANGE IN PERSONNEL BY ANY OTHER BORROWER, OR (V) ANY PAYMENT MADE TO THE
ADMINISTRATIVE AGENT OR THE LENDERS ON THE FOREIGN OBLIGATIONS THAT THE
ADMINISTRATIVE AGENT OR SUCH LENDERS REPAY TO ANY OTHER BORROWER PURSUANT TO
COURT ORDER IN ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, MORATORIUM OR OTHER
DEBTOR RELIEF PROCEEDING, AND SUCH BORROWER WAIVES ANY RIGHT TO THE DEFERRAL OR
MODIFICATION OF ITS OBLIGATIONS HEREUNDER BY REASON OF ANY SUCH PROCEEDING.
11.19
ADDITION OF BORROWERS.
ANY FOREIGN SUBSIDIARY OF THE
COMPANY MAY JOIN THIS AGREEMENT AS A FOREIGN BORROWER HEREUNDER UPON
(I) EXECUTION AND DELIVERY BY THE COMPANY, SUCH FOREIGN SUBSIDIARY AND THE
ADMINISTRATIVE AGENT OF A JOINDER AGREEMENT PROVIDING FOR SUCH FOREIGN
SUBSIDIARY TO BECOME A FOREIGN BORROWER HEREUNDER, (II) TO THE EXTENT REQUESTED
BY ANY REVOLVING CREDIT LENDER, EXECUTION AND DELIVERY BY SUCH FOREIGN
SUBSIDIARY TO THE ADMINISTRATIVE AGENT OF A REVOLVING NOTE, APPROPRIATELY
COMPLETED IN FAVOR OF SUCH REVOLVING CREDIT LENDER, (III) TO THE EXTENT REQUIRED
UNDER (AND AS DESCRIBED MORE COMPLETELY IN) SECTION 6.10, EXECUTION AND DELIVERY
BY THE COMPANY AND ANY APPLICABLE SUBSIDIARIES TO THE ADMINISTRATIVE AGENT OF AN
AMENDMENT OR SUPPLEMENT TO THE PLEDGE AGREEMENT, TOGETHER WITH THE CERTIFICATES
EVIDENCING THE CAPITAL STOCK OF SUCH FOREIGN SUBSIDIARY BEING PLEDGED THEREBY
AND UNDATED STOCK POWERS DULY EXECUTED IN BLANK, AND (IV) TO THE EXTENT NOT
PREVIOUSLY DELIVERED PURSUANT TO SECTION 6.10, DELIVERY TO THE ADMINISTRATIVE
AGENT OF DOCUMENTS AND CERTIFICATES WITH RESPECT TO SUCH FOREIGN SUBSIDIARY OF
THE TYPE DESCRIBED IN SECTIONS 4.1(C) AND 4.1(D) AND SUCH OTHER DOCUMENTS,
CERTIFICATES AND OPINIONS (INCLUDING OPINIONS OF LOCAL COUNSEL IN THE
JURISDICTION OF ORGANIZATION OF SUCH FOREIGN SUBSIDIARY) AS THE ADMINISTRATIVE
AGENT MAY REASONABLY REQUEST, ALL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY
TO THE ADMINISTRATIVE AGENT.
ANY SUCH