TO THE EIGHTH AMENDMENT EFFECTIVE DATE OF THE
CREDIT AGREEMENT IN THE MORTGAGES SHALL BE DEEMED TO BE A REFERENCE TO "THE
CLOSING DATE (AND AS AMENDED, MODIFIED OR SUPPLEMENTED FROM TIME TO TIME)" OF
THE CREDIT AGREEMENT.
(VIII)
ALL REFERENCES TO ADMINISTRATIVE AGENT IN THE MORTGAGES SHALL BE
DEEMED TO BE A REFERENCE TO THE AGENT AS DEFINED IN THE CREDIT AGREEMENT.
(IX)
ALL REFERENCES TO CREDIT DOCUMENT IN THE MORTGAGES SHALL BE
DEEMED TO BE A REFERENCE TO ANY LOAN DOCUMENT AS DEFINED IN THE CREDIT
AGREEMENT.
(X)
ALL REFERENCES TO THE U.S. SUBSIDIARIES GUARANTY IN THE MORTGAGES
SHALL BE DEEMED TO BE A REFERENCE TO THE SUBSIDIARY GUARANTY AS DEFINED IN THE
CREDIT AGREEMENT.
SECTION 10.
CROSS-GUARANTY
10.1.
CROSS-GUARANTY.
EACH BORROWER HEREBY AGREES THAT SUCH BORROWER IS
JOINTLY AND SEVERALLY LIABLE FOR, AND HEREBY ABSOLUTELY AND UNCONDITIONALLY
GUARANTEES TO AGENT AND LENDERS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, THE
FULL AND PROMPT PAYMENT (WHETHER AT STATED MATURITY, BY ACCELERATION OR
OTHERWISE) AND PERFORMANCE OF, ALL OBLIGATIONS OWED OR HEREAFTER OWING TO AGENT
AND LENDERS BY EACH OTHER BORROWER.
EACH BORROWER AGREES THAT ITS GUARANTY
OBLIGATION HEREUNDER IS A CONTINUING GUARANTY OF PAYMENT AND PERFORMANCE AND NOT
OF COLLECTION, THAT ITS OBLIGATIONS UNDER THIS SECTION 10 SHALL NOT BE
DISCHARGED UNTIL PAYMENT AND PERFORMANCE, IN FULL, OF THE OBLIGATIONS HAS
OCCURRED, AND THAT ITS OBLIGATIONS UNDER THIS SECTION 10 SHALL BE ABSOLUTE AND
UNCONDITIONAL, IRRESPECTIVE OF, AND UNAFFECTED BY,
(A)
THE GENUINENESS, VALIDITY, REGULARITY, ENFORCEABILITY OR ANY
FUTURE AMENDMENT OF, OR CHANGE IN, THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR
ANY OTHER AGREEMENT, DOCUMENT OR INSTRUMENT TO WHICH ANY BORROWER IS OR MAY
BECOME A PARTY;
84
(B)
THE ABSENCE OF ANY ACTION TO ENFORCE THIS AGREEMENT (INCLUDING
THIS SECTION 10) OR ANY OTHER LOAN DOCUMENT OR THE WAIVER OR CONSENT BY AGENT
AND LENDERS WITH RESPECT TO ANY OF THE PROVISIONS THEREOF;
(C)
THE EXISTENCE, VALUE OR CONDITION OF, OR FAILURE TO PERFECT OR
DELAY IN PERFECTING ITS LIEN AGAINST, ANY SECURITY FOR THE OBLIGATIONS OR ANY
ACTION, OR THE ABSENCE OF ANY ACTION, BY AGENT AND LENDERS IN RESPECT THEREOF
(INCLUDING THE RELEASE OF ANY SUCH SECURITY);
(D)
THE INSOLVENCY OF ANY CREDIT PARTY; OR
(E)
ANY OTHER ACTION OR CIRCUMSTANCES THAT MIGHT OTHERWISE CONSTITUTE
A LEGAL OR EQUITABLE DISCHARGE OR DEFENSE OF A SURETY OR GUARANTOR.
Each Borrower shall be regarded, and shall be in the same position, as principal
debtor with respect to the Obligations guaranteed hereunder.
10.2.
WAIVERS BY BORROWERS.
EACH BORROWER EXPRESSLY WAIVES ALL RIGHTS IT
MAY HAVE NOW OR IN THE FUTURE UNDER ANY STATUTE, OR AT COMMON LAW, OR AT LAW OR
IN EQUITY, OR OTHERWISE, TO COMPEL AGENT OR LENDERS TO MARSHAL ASSETS OR TO
PROCEED IN RESPECT OF THE OBLIGATIONS GUARANTEED HEREUNDER AGAINST ANY OTHER
CREDIT PARTY, ANY OTHER PARTY OR AGAINST ANY SECURITY FOR THE PAYMENT AND
PERFORMANCE OF THE OBLIGATIONS BEFORE PROCEEDING AGAINST, OR AS A CONDITION TO
PROCEEDING AGAINST, SUCH BORROWER.
IT IS AGREED