Cross-Guarantees. If the guarantee by Platmin contemplated in clause 25 of the Loan Creation Consolidation Agreement is unenforceable against Platmin then Luxco, Platmin SA, PPM, West Dunes, LLTI and Clidet (but in respect of Clidet only once clause 6 of the Loan Creation Consolidation Agreement has been implemented) (the “Relevant Platmin Subsidiaries”) hereby jointly and severally guarantee the obligations of Luxco, Platmin SA, PPM, West Dunes, Guernsey SPV, any Platmin Subsidiary contemplated in clause 16.1 of the Subscription Agreement and Clidet (but in respect of Clidet only once clause 6 of the Loan Creation Consolidation Agreement has been implemented) in terms the Loan Creation Consolidation Agreement and the Subscription Agreement and the Relevant Platmin Subsidiaries agree that if any of the aforesaid companies fails to pay or perform in full when due any of its obligations, the Relevant Platmin Subsidiaries shall, upon written demand by the relevant Party so claiming payment or performance, immediately pay or perform the same to the extent that such performance or payment remains unperformed or unpaid by the aforesaid company(ies) when due, respectively, and that in the case of any extension of time for payment or performance or renewal of any of such obligations, the same shall be promptly paid or performed to the extent that such performance or payment remains unperformed or unpaid by such aforesaid company(ies) when due in accordance with the terms of such extension or renewal. Subject to compliance with the relevant laws applicable to the Relevant Platmin Subsidiary, each of the Relevant Platmin Subsidiaries undertakes in favour of the relevant Party wishing to enforce the guarantee contemplated in this clause 33 to pass all board resolutions required in respect of the guarantee contemplated in this clause 33.
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Cross-Guarantees. If the guarantee by Platmin contemplated in clause 25 Each of the Loan Creation Consolidation Agreement is unenforceable against Platmin then Luxco, Platmin SA, PPM, West Dunes, LLTI and Clidet (but in respect of Clidet only once clause 6 of the Loan Creation Consolidation Agreement has been implemented) Borrowers (the “Relevant Platmin SubsidiariesGuaranteeing Borrower”) hereby jointly and severally guarantee unconditionally guarantees to the Lender that all payment obligations of Luxcothe other Borrowers, Platmin SAincluding, PPMwithout limitation, West Dunesall principal, Guernsey SPV, any Platmin Subsidiary contemplated in clause 16.1 of the Subscription Agreement interest and Clidet (but in respect of Clidet only once clause 6 of other amounts due under the Loan Creation Consolidation Agreement has been implemented) Documents, will be paid in terms the amounts, at the times and in the manner set forth in the Loan Creation Consolidation Agreement and the Subscription Agreement and the Relevant Platmin Subsidiaries agree that if any of the aforesaid companies fails to pay or perform in full when due any of its obligations, the Relevant Platmin Subsidiaries shall, upon written demand by the relevant Party so claiming payment or performance, immediately pay or perform the same to the extent that such performance or payment remains unperformed or unpaid by the aforesaid company(ies) when due, respectivelyDocuments, and that all of the terms, covenants and conditions required in the case of any extension of time for payment or performance or renewal of any of such obligationsLoan Documents to be kept, the same shall be promptly paid observed or performed by each other Borrower will be performed at the time and in the manner set forth in the Loan Documents. The payment and performance obligations set forth in this paragraph are collectively referred to as the extent that such performance “Guaranteed Obligations.” If a Borrower is released from its Obligations under the Loan in connection with a Release or payment remains unperformed or unpaid by such aforesaid company(ies) when due a Substitution in accordance with the terms of this Agreement, such extension or renewalBorrower shall be released from the Guaranteed Obligations. Subject to compliance with the relevant laws applicable to the Relevant Platmin Subsidiary, The guarantee of each of the Relevant Platmin Subsidiaries undertakes Borrowers set forth in favour this Agreement is irrevocable, absolute and unconditional, and is one of payment and not just collection, and is subject only to the occurrence of a Default under the Loan Documents. In any enforcement action against the Guaranteeing Borrower, Guaranteeing Borrower shall not assert or exercise against the Lender any right of setoff, recoupment, or counterclaim, whether such right is independent of, or derives from, the Borrower whose Default has given rise the enforcement action (the “Defaulting Borrower”). No modification, limitation or discharge of any of the relevant Party wishing liabilities or obligations of the Defaulting Borrower or any other Borrower, arising out of, or by virtue of, any bankruptcy or similar proceeding for relief of debtors under federal or state law initiated by or against the Defaulting Borrower or any other Borrower shall modify, limit, reduce, impair, discharge, or otherwise affect the liability of the Guaranteeing Borrower in any manner whatsoever, and the guarantee of the Agreement shall continue in full force and effect, notwithstanding any such proceeding. The Guaranteeing Borrower waives any right to require the Lender to: (i) proceed against the Defaulting Borrower or any other guarantor, (ii) proceed against any collateral, (iii) pursue any other remedy in the Lender’s power whatsoever, or (iv) notify the Guaranteeing Borrower of any default by the Defaulting Borrower in the payment of any amounts due under the Loan Documents or in the performance of any agreement of the Defaulting Borrower under the Loan Documents. The Guaranteeing Borrower waives any defense arising by reason of any of the following: (i) any disability or any counterclaim or right of set-off or other defense of the Defaulting Borrower or any other Borrower, (ii) any lack of authority of the Defaulting Borrower or any other Borrower with respect to the Loan Documents, (iii) the invalidity, illegality or lack of enforceability of the Loan Documents or any provision thereof from any cause whatsoever, including any action or inaction by the Lender, (iv) the failure of the Lender to perfect or maintain perfection of any security interest in any collateral, (v) the cessation from any cause whatsoever of the liability of the Defaulting Borrower or any other Borrower, (vi) that the Loan Documents shall be void or voidable as against the Defaulting Borrower, any other Borrower or any of the Defaulting Borrower’s or any other Borrower’s creditors, including a trustee in bankruptcy of the Defaulting Borrower or any other Borrower, by reason of any fact or circumstance, (vii) the delay or failure of the Lender to exercise any of its rights and remedies against the Defaulting Borrower, any other Borrower or any collateral or security for the Loan Documents or this Agreement, (viii) any event or circumstance that might otherwise constitute a legal or equitable discharge of the Guaranteeing Borrower’s obligations hereunder; provided, however, that the Guaranteeing Borrower does not waive any defense arising from the due performance by the Defaulting Loan Agreement Plymouth Chicago Portfolio, Alsip, Bedford Park, Elk Grove, Des Plaines, Arlington Heights, Elgin, Lake Forest, Gurnee and Freeport. Illinois and Oak Creek and Milwaukee, Wisconsin AEGON Loan Nos. 10518144, 10518145, 10518146, 10518147, 10518148, 10518149, 10518150, 10518151, 10518152, 10518153, 10518154, 10518155, 10518156, 10518157, 10518158, 10518159, 10518160 and 10518161 Borrower of the terms and conditions of the Loan Documents, (ix) all errors and omissions in connection with the Lender’s administration of all indebtedness guaranteed by this Agreement, except errors and omissions resulting from the Lender’s acts of bad faith, gross negligence or willful misconduct, (x) any right or claim of right to cause a marshaling of the assets of the Defaulting Borrower or any other Borrower, (xi) any act or omission of the Lender (except acts or omissions resulting from the Lender’s bad faith, gross negligence or willful misconduct) that changes the scope of the Guaranteeing Borrower’s or any other Borrower’s risk hereunder, and (xii) all other notices and demands otherwise required by law which the Guaranteeing Borrower may lawfully waive. Until the payment of all amounts due under the Loan Documents and the performance of all of the terms, covenants and conditions therein required to be kept, observed or performed by the other Borrowers, the Guaranteeing Borrower waives (i) any right to enforce any remedy that the guarantee contemplated in this clause 33 Lender now has or may hereafter have against the other Borrowers, and (ii) any benefit of, and any right to pass participate in, any security now or hereafter held by the Lender. The Guaranteeing Borrower waives all board resolutions required in respect rights of subrogation against the Defaulting Borrower or any other Borrower, for the express purpose that the Guaranteeing Borrower shall not be deemed a “creditor” of the guarantee contemplated Defaulting Borrower or any other Borrower under applicable bankruptcy law with respect to the Defaulting Borrower’s or any other Borrower’s obligations to the Lender. The Guaranteeing Borrower waives all presentments, demands for performance, notices of nonperformance, protests, notices of dishonor, and notices of acceptances of this Agreement. The Guaranteeing Borrower waives the benefit of any statute of limitations affecting its liability hereunder or the enforcement thereof. The Guaranteeing Borrower hereby subordinates the payment and the time of payment of all indebtedness and obligations of the other Borrowers to the Guaranteeing Borrower of every kind and nature whatsoever whether now in existence or hereafter entered into (the “Subordinated Indebtedness”) to the payment of all obligations of the Guaranteeing Borrower under this clause 33Agreement. At such time as there is a Default, the Guaranteeing Borrower shall not receive any payment or distribution on account of, or accept any collateral or security for, or bring any action to collect, the Subordinated Indebtedness. The Guaranteeing Borrower shall not assign, transfer, pledge or dispose of the Subordinated Indebtedness while this Agreement is in effect. If the Guaranteeing Borrower does receive any such payment or distribution, whether voluntary or involuntary, and whether or not under any state or federal bankruptcy or other insolvency proceedings, after a Default, then the Guaranteeing Borrower agrees and directs that any such payment or distribution shall be paid or delivered directly to the Lender for application to the obligations of the Guaranteeing Borrower under this Agreement (whether due or not and in such order and manner as the Lender may elect). If any such payment or distribution is received by the Guaranteeing Borrower after a Default, the Guaranteeing Borrower will deliver the same to the Lender, and until so delivered, the same shall be held in trust by the Guaranteeing Borrower as property of the Lender. As further assurance of the authorization herein given, the Guaranteeing Borrower agrees to execute and deliver to the Lender any power of attorney, assignment, endorsement, or other instrument as may be requested by the Lender to enable the Lender to enforce any claims upon the Subordinated Indebtedness and to collect and receive any payment or distribution with respect to the Subordinated Indebtedness. The Guaranteeing Borrower hereby irrevocably authorizes and empowers the Lender to demand, ▇▇▇ for, collect and receive every such payment or distribution on account of the Subordinated Indebtedness and to file claims and take such other proceedings in the name of the Lender or in the name of the Guaranteeing Loan Agreement Plymouth Chicago Portfolio, Alsip, Bedford Park, Elk Grove, Des Plaines, Arlington Heights, Elgin, Lake Forest, Gurnee and Freeport. Illinois and Oak Creek and Milwaukee, Wisconsin AEGON Loan Nos. 10518144, 10518145, 10518146, 10518147, 10518148, 10518149, 10518150, 10518151, 10518152, 10518153, 10518154, 10518155, 10518156, 10518157, 10518158, 10518159, 10518160 and 10518161 Borrower as the Lender may deem necessary or advisable to carry out the provisions of this Agreement. To secure the performance by the Guaranteeing Borrower of the provisions of this Agreement, Guaranteeing Borrower assigns, pledges and grants to the Lender a security interest in, and lien on, the Subordinated Indebtedness, all proceeds thereof and all and any security and collateral therefor. Upon the request of the Lender, the Guaranteeing Borrower shall endorse, assign and deliver to the Lender all notes, instruments and agreements evidencing, securing, guaranteeing or made in connection with the Subordinated Indebtedness.
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