Common use of Co Borrower Provisions Clause in Contracts

Co Borrower Provisions. (a) The Obligations are the joint and several obligation of each Borrower. To the fullest extent permitted by applicable law, the obligations of each Borrower hereunder shall not be affected by (i) the failure of Bank to assert any claim or demand or to enforce or exercise any right or remedy against any other Borrower under the provisions of this Agreement, any other Loan Document or under applicable law, (ii) any rescission, waiver, amendment or modification of, or any release of any Borrower from, any of the terms or provisions of, this Agreement or any other Loan Document, or (iii) the failure to perfect any security interest in, or the release of, any of the Collateral or other security held by or on behalf of the Bank. (b) The obligations of each Borrower to pay the Obligations in full hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the payment in full in cash of the Obligations after the termination of any obligation of Bank to any Borrower under any Loan Document), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Borrower hereunder shall not be discharged or impaired or otherwise affected by the failure of the Bank to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of any of the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Borrower or that would otherwise operate as a discharge of any Borrower as a matter of law or equity (other than the payment in full in cash of all the Obligations after termination of any obligation of Bank to any Borrower under any Loan Document). (c) To the fullest extent permitted by applicable law, other than mandatory counterclaims, each Borrower waives any defense based on or arising out of any defense of any other Borrower or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Borrower, other than the payment in full in cash of all the Obligations after the termination of any obligation of Bank to any Borrower under any Loan Document. The Bank may, at its election, foreclose on any security held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any Borrower, or exercise any other right or remedy available to it against any Borrower, without affecting or impairing in any way the liability of any Borrower hereunder except to the extent that all the Obligations have been indefeasibly paid in full in cash and performed in full after the termination of any obligation of the Bank to any Borrower under any Loan Document. Pursuant to applicable law, each Borrower waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Borrower against any other Borrower, as the case may be, or any security. (d) Except as otherwise specifically provided herein, each Borrower is obligated to repay the Obligations as joint and several obligors under this Agreement. Upon payment by any Borrower of any Obligations, all rights of such Borrower against any other Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Obligations and the termination of any obligations of Bank to any Borrower under any Loan Document. If any amount shall erroneously be paid to any Borrower on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of any Borrower, such amount shall be held in trust for the benefit of the Bank and shall forthwith be paid to the Bank to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of this Agreement and the other Loan Documents. (e) Each Borrower hereby agrees to keep each other Borrower fully apprised at all times as to the status of its business, affairs, finances, and financial condition, and its ability to perform its Obligations under the Loan Documents, and in particular as to any adverse developments with respect thereto. Each Borrower hereby agrees to undertake to keep itself apprised at all times as to the status of the business, affairs, finances, and financial condition of each other Borrower, and of the ability of each other Borrower to perform its Obligations under the Loan Documents, and in particular as to any adverse developments with respect to any thereof. Each Borrower hereby agrees, in light of the foregoing mutual covenants to inform each other, and to keep themselves and each other informed as to such matters, that the Bank shall have no duty to inform any Borrower of any information pertaining to the business, affairs, finances, or financial condition of any other Borrower, or pertaining to the ability of any other Borrower to perform its Obligations under the Loan Documents, even if such information is adverse, and even if such information might influence the decision of one or more of the Borrower to continue to be jointly and severally liable for, or to provide Collateral for, the Obligations of one or more of each other Borrower. To the fullest extent permitted by applicable law, each Borrower hereby expressly waives any duty by the Bank to inform any Borrower of any such information.

Co Borrower Provisions. Each Borrower acknowledges and agrees that it shall be jointly and severally liable for the Loan and all other obligations arising under this Agreement and/or any of the other Loan Documents. In furtherance thereof, each Borrower acknowledges and agrees as follows: (a) The Obligations are For the purpose of implementing the joint borrower provisions of the Loan Documents, each Borrower hereby irrevocably appoints each other Borrower as its agent and several obligation attorney-in-fact for all purposes of the Loan Documents, including the giving and receiving of notices and other communications, and Administrative Agent and Lenders shall be entitled to rely on requests and instructions of any Borrower. (b) To induce Lenders to make the Loan, and in consideration thereof, each Borrower hereby agrees to indemnify Administrative Agent, Lxxxxxx, and the other Indemnified Parties against, and hold Administrative Agent, Lenders and the other Indemnified Parties harmless from, any and all out of pocket liabilities, expenses, losses, damages and/or claims of damage or injury asserted against Administrative Agent and/or Lenders by any Borrower or by any other Person arising from or incurred by reason of reliance by Administrative Agent and/or Lenders on any requests or instructions from any Borrower. To . (c) Each Borrower consents and agrees that Administrative Agent and/or Lenders may, at any time and from time to time, without notice or demand: (i) agree with any Borrower to supplement, modify, amend, extend, renew, accelerate, or otherwise change the fullest extent permitted by applicable lawtime for payment or the terms of the obligations or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (ii) agree with any Borrower to supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the obligations or any part thereof or any of the Loan Documents or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iii) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Loan Documents or the obligations or any part thereof; (iv) accept partial payments on the obligations; (v) receive guaranties for the obligations or any part thereof; (vi) release, reconvey, terminate, waive, abandon, subordinate, exchange, substitute, transfer and enforce any guaranties of the obligations; (vii) release any Person or any guarantor from any personal liability with respect to the obligations or any part thereof; or (viii) settle, release on terms satisfactory to Administrative Agent or by operation of Applicable Laws or otherwise liquidate or enforce any obligations and any guaranty thereof in any manner; and consent to the merger, change or any other restructuring or termination of the corporate existence of any Borrower or any other Person, and correspondingly restructure the obligations of such Borrower or other Person, and any such merger, change, restructuring or termination shall not affect the liability of any Borrower. (d) Upon the occurrence of and during the continuance of any Event of Default, Administrative Agent may enforce this Agreement and the other Loan Documents independently as to each Borrower and independently of any other remedy Administrative Agent and/or Lenders at any time may have or hold in connection with the obligations. Each Borrower expressly waives any right to require Administrative Agent and/or Lenders, in connection with Administrative Agent’s and/or Lxxxxxx’ efforts to obtain repayment of the Loan and other obligations, to proceed against any other Person, and agrees that Administrative Agent and/or Lenders may proceed against any Persons in such order as it shall determine in its sole and absolute discretion in connection with Administrative Agent’s efforts to obtain repayment of the Loan and other obligations. Administrative Agent may file a separate action or actions against each Borrower to enforce the obligations, whether action is brought or prosecuted against any other Person, or whether any other Person is joined in any such action or actions. Each Borrower agrees that Administrative Agent, Lenders, each other Borrower and/or any other Person may deal with Administrative Agent and Lenders in connection with the obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them or between any Borrower and/or any other Person, in any manner whatsoever. The rights of Administrative Agent and/or Lenders hereunder and under the other Loan Documents shall be reinstated and revived, and the enforceability of this Agreement and the other Loan Documents shall continue, with respect to any amount at any time paid on account of the obligations thereunder which thereafter shall be required to be restored or returned by Administrative Agent and/or Lenders as a result of the bankruptcy, insolvency or reorganization of any Borrower or any other Person, or otherwise, all as though such amount had not been paid. The enforceability of this Agreement and the other Loan Documents at all times shall remain effective in accordance with their terms as to any remaining party even though any or all obligations, or any other guaranty therefor, may be affected or hereafter may become invalid or otherwise unenforceable as against any Borrower or any other Person and whether or not any Borrower or any other Person shall have any personal liability with respect thereto. Each Borrower expressly waives any and all defenses to the enforcement of its obligations under the Loan Documents now or hereafter arising or asserted by reason of: (i) the failure any disability or other defense of Bank to assert any claim or demand or to enforce or exercise any right or remedy against any other Borrower under the provisions of this Agreement, or any other Loan Document or under applicable law, Person with respect to the obligations; (ii) any rescissiondefense based upon any lack of authority of the officers, waiverdirectors, amendment partners or modification of, agents acting or purporting to act on behalf of any other Borrower or any release principal thereof or any defect in the formation of any Borrower from, or any such principal; (iii) any defense based upon the application by any Borrower of the terms or provisions of, proceeds of the Loan for purposes other than the purposes permitted under this Agreement or any other Loan Document, or ; (iiiiv) the any and all rights and defenses arising out of an election of remedies by Administrative Agent and/or Lenders; (v) any defense based upon Administrative Agent and/or Lender’s failure to perfect disclose any security interest in, information concerning any other Borrower’s financial condition or any other circumstances bearing on any other Borrower’s ability to pay all sums payable under the release of, Notes or any of the Collateral other Loan Documents; (vi) the unenforceability or other security held by or on behalf invalidity of any guaranty for the Bank. obligations; (bvii) The obligations of each Borrower to pay the Obligations in full hereunder shall not be subject to any reduction, limitation, impairment or termination cessation for any reason (other than the payment in full in cash of the Obligations after the termination of any obligation of Bank to any Borrower under any Loan Document), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination cause whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Borrower hereunder shall not be discharged or impaired or otherwise affected by the failure of the Bank to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of any of the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Borrower or that would otherwise operate as a discharge of any Borrower as a matter of law or equity (other than the payment in full in cash of all the Obligations after termination of any obligation of Bank to any Borrower under any Loan Document). (c) To the fullest extent permitted by applicable law, other than mandatory counterclaims, each Borrower waives any defense based on or arising out of any defense of any other Borrower or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Borrower, Borrower or any other Person (other than by reason of the full and final payment in full in cash and performance of all obligations); (viii) [intentionally omitted]; (ix) [intentionally omitted]; (x) [intentionally omitted]; (xi) any act or omission of Administrative Agent and/or Lenders or others that directly or indirectly results in or aids the Obligations after the termination discharge or release of any other Borrower or of any other Person or of any of the obligations or any guaranty therefor by operation of law or otherwise; (xii) any law which provides that the obligation of Bank a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation; (xiii) any Borrower under right to enforce any Loan Document. The Bank may, at its election, foreclose on remedy which Administrative Agent and/or Lenders may have against any security held by it by one or more judicial or nonjudicial sales, accept an assignment other Borrower; (xiv) the benefit of any such security in lieu statute of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any Borrower, or exercise any other right or remedy available to it against any Borrower, without limitations affecting or impairing in any way the liability of each Borrower or the enforcement hereof; (xv) any Borrower hereunder failure of Administrative Agent and/or Lenders to file or enforce a claim in any bankruptcy proceeding with respect to any Person; (xvi) the election by Administrative Agent and/or Lenders, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code; (xvii) any extension of credit or the grant of any lien under Section 364 of the United States Bankruptcy Code except to the extent that all otherwise provided in this Agreement; (xviii) any use of cash collateral under Section 363 of the Obligations have been indefeasibly paid United States Bankruptcy Code; (xix) any agreement or stipulation with respect to the provision of adequate protection in full in cash and performed in full after the termination any bankruptcy proceeding of any obligation Person; (xx) [intentionally omitted]; or (xxi) any bankruptcy proceeding commenced by or against any Person, including any discharge of, or bar or stay against collecting, all or any of the Bank obligations (or any interest thereon) in or as a result of any such proceeding. (e) Each Borrower represents and warrants to Administrative Agent and Lenders that it has established adequate means of obtaining from each other Borrower, on a continuing basis, financial and other information pertaining to their respective businesses, operations and condition (financial and otherwise) and their respective properties, and each now is and hereafter will be completely familiar with the businesses, operations and condition (financial and otherwise) of the other and their respective properties. Each Borrower hereby expressly waives and relinquishes any duty on the part of Administrative Agent and/or Lenders to disclose to such Borrower any matter, fact or thing related to the businesses, operations or condition (financial or otherwise) of any other Borrower or any other Borrower’s property, whether now known or hereafter known by Administrative Agent and/or Lenders during the life of this Agreement. If Administrative Agent or any Lender, in its sole discretion, undertakes at any time or from time to time to provide any such information to a Borrower, Administrative Agent or such Lender shall not be under any obligation to update any such information or to provide any such information to such Borrower or any other Person on any subsequent occasion. With respect to any of the obligations, Administrative Agent and/or Lenders need not inquire into the powers of any Borrower under or the officers, employees or other Persons acting or purporting to act on such Bxxxxxxx’s behalf. (f) Each Borrower understands that the exercise by Administrative Agent and/or Lenders of certain rights and remedies may affect or eliminate such Borrower’s right of subrogation against any Loan Documentother Borrower and that such Borrower may therefore incur partially or totally nonreimbursable liability hereunder. Pursuant to applicable lawNevertheless, each Borrower waives any defense arising out of any such election even though such election operateshereby authorizes and empowers Administrative Agent, pursuant to applicable lawLxxxxxx and their successors, endorsees and assigns, to impair exercise in its or their sole discretion (but subject to extinguish the terms of the Loan Documents), any rights and remedies, or any combination thereof, which may then be available, it being the purpose and intent of such Borrower that the obligations hereunder shall be absolute, continuing, independent and unconditional until fully satisfied. Notwithstanding any other provision of the Loan Documents to the contrary, until all obligations have been repaid, each Borrower hereby subordinates any claim or other rights which such Borrower may now have or hereafter acquire against any other Borrower of all or any of the obligations of such Borrower hereunder that arise from the existence or performance of such Borrower’s obligations under this Agreement or any of the other Loan Documents, including any right of reimbursement subrogation, reimbursement, exoneration, contribution or subrogation or other indemnification, any right to participate in any claim or remedy of Administrative Agent and Lenders against any other Borrower or any collateral which Administrative Agent now has or hereafter acquires, whether or not such Borrower against claim, remedy or right arises in equity or under contract, statute or common law, by any payment made hereunder or otherwise, including, without limitation, the right to take or receive from any other Borrower, as the case may bedirectly or indirectly, in cash or other property or by setoff or in any securityother manner, payment or security on account of such claim or other rights. (dg) Except as otherwise specifically provided herein, each Intentionally Omitted. (h) Without limiting the foregoing waivers and release contained in this Section 13.23: (i) Each Borrower is obligated to repay the Obligations as joint subordinates all present and several obligors under this Agreement. Upon payment future indebtedness owing by any Borrower of any Obligations, all rights of such Borrower against any other Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to such Borrower to the prior payment in full in cash of all the Obligations obligations at any time owing by any other Borrower to Administrative Agent and Lenders under this Agreement and the termination of any obligations of Bank to any Borrower under any other Loan Document. If any amount shall erroneously be paid to any Borrower on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or Documents. (ii) Each Borrower agrees to make no claim on such indebtedness until all obligations of any other Borrower under this Agreement and the other Loan Documents have been fully discharged. (iii) Each Borrower further agrees not to assign all or any part of any such indebtedness of any Borrower, unless Administrative Agent is given prior notice and such amount shall be held in trust for the benefit of the Bank and shall forthwith be paid assignment is expressly made subject to the Bank to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of this Agreement and the other Loan Documents. (e) . Each Borrower hereby agrees to keep each other Borrower fully apprised at all times as to acknowledges that: (a) the status of its business, affairs, finances, and financial condition, and its ability to perform its Obligations obligations under the Loan DocumentsDocuments are complex in nature, (b) numerous possible defenses to the enforceability of these obligations may presently exist and/or may arise hereafter, and (c) as part of Administrative Agent’s and Lenders’ consideration for entering into these transactions, Administrative Agent and Lenders have specifically bargained for the waiver and relinquishment by each Borrower of all such defenses, and each Borrower has had the opportunity to seek and receive legal advice from skilled legal counsel in particular as the area of financial transactions of the type contemplated herein. Given all of the above, each Borrower does hereby represent and confirm to any adverse developments with respect theretoAdministrative Agent and Lenders that each Borrower is fully informed regarding, and thoroughly understands: (i) the nature of all such possible defenses, (ii) the circumstances under which such defenses may arise, (iii) the benefits which such defenses might confer upon Borrower, and (iv) the legal consequences to Borrower of waiving such defenses. Each Borrower hereby agrees acknowledges that all of the informed waivers herein shall be fully enforceable by Administrative Agent and/or Lenders, and that Administrative Agent and Lenders are induced to undertake enter into this transaction in material reliance upon the presumed full enforceability thereof. If any of the waivers or consents set forth herein are determined to keep itself apprised at all times as be contrary to any applicable law or public policy, such waivers and consents shall be effective to the status of the business, affairs, finances, and financial condition of each other Borrower, and of the ability of each other Borrower to perform its Obligations under the Loan Documents, and in particular as to any adverse developments with respect to any thereof. Each Borrower hereby agrees, in light of the foregoing mutual covenants to inform each other, and to keep themselves and each other informed as to such matters, that the Bank shall have no duty to inform any Borrower of any information pertaining to the business, affairs, finances, or financial condition of any other Borrower, or pertaining to the ability of any other Borrower to perform its Obligations under the Loan Documents, even if such information is adverse, and even if such information might influence the decision of one or more of the Borrower to continue to be jointly and severally liable for, or to provide Collateral for, the Obligations of one or more of each other Borrower. To the fullest maximum extent permitted by applicable law, each Borrower hereby expressly waives any duty by the Bank to inform any Borrower of any such information.

Co Borrower Provisions. (a) The Obligations are the joint and several obligation of each Borrower. To the fullest extent permitted by applicable law, the obligations of each Borrower hereunder shall not be affected by (i) the failure of the Bank to assert any claim or demand or to enforce or exercise any right or remedy against any other Borrower under the provisions of this Agreement, any other Loan Document or under applicable law, (ii) any rescission, waiver, amendment or modification of, or any release of any Borrower from, any of the terms or provisions of, this Agreement or any other Loan Document, or (iii) the failure to perfect any security interest in, or the release of, any of the Collateral or other security held by or on behalf of the Bank. (b) The obligations of each Borrower to pay the Obligations in full hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the payment in full in cash of the Obligations after the termination of any obligation of the Bank to any Borrower under any Loan Document), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Borrower hereunder shall not be discharged or impaired or otherwise affected by the failure of the Bank to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of any of the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Borrower or that would otherwise operate as a discharge of any Borrower as a matter of law or equity (other than the payment in full in cash of all the Obligations after termination of any obligation of the Bank to any Borrower under any Loan Document). (c) To the fullest extent permitted by applicable law, other than mandatory counterclaims, each Borrower waives any defense based on or arising out of any defense of any other Borrower or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Borrower, other than the payment in full in cash of all the Obligations after the termination of any obligation of the Bank to any Borrower under any Loan Document. The Bank may, at its election, foreclose on any security held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any Borrower, or exercise any other right or remedy available to it against any Borrower, without affecting or impairing in any way the liability of any Borrower hereunder except to the extent that all the Obligations have been indefeasibly paid in full in cash and performed in full after the termination of any obligation of the Bank to any Borrower under any Loan Document. Pursuant to applicable law, each Borrower waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Borrower against any other Borrower, as the case may be, or any security. (d) Except as otherwise specifically provided herein, each Borrower is obligated to repay the Obligations as joint and several obligors under this Agreement. Upon payment by any Borrower of any Obligations, all rights of such Borrower against any other Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Obligations and the termination of any obligations of the Bank to any Borrower under any Loan Document. If any amount shall erroneously be paid to any Borrower on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of any Borrower, such amount shall be held in trust for the benefit of the Bank and shall forthwith be paid to the Bank to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of this Agreement and the other Loan Documents. (e) Each Borrower hereby agrees to keep each other Borrower fully apprised at all times as to the status of its business, affairs, finances, and financial condition, and its ability to perform its Obligations under the Loan Documents, and in particular as to any adverse developments with respect thereto. Each Borrower hereby agrees to undertake to keep itself apprised at all times as to the status of the business, affairs, finances, and financial condition of each other Borrower, and of the ability of each other Borrower to perform its Obligations under the Loan Documents, and in particular as to any adverse developments with respect to any thereof. Each Borrower hereby agrees, in light of the foregoing mutual covenants to inform each other, and to keep themselves and each other informed as to such matters, that the Bank shall have no duty to inform any Borrower of any information pertaining to the business, affairs, finances, or financial condition of any other Borrower, or pertaining to the ability of any other Borrower to perform its Obligations under the Loan Documents, even if such information is adverse, and even if such information might influence the decision of one or more of the Borrower to continue to be jointly and severally liable for, or to provide Collateral for, the Obligations of one or more of each other Borrower. To the fullest extent permitted by applicable law, each Borrower hereby expressly waives any duty by the Bank to inform any Borrower of any such information.

Co Borrower Provisions. (a) The Obligations are the joint and several obligation of each Borrower. To the fullest extent permitted by applicable law, the obligations of each Borrower hereunder shall not be affected by (i) the failure of Bank to assert any claim or demand or to enforce or exercise any right or remedy against any other Borrower under the provisions of this Agreement, any other Loan Document or under applicable law, (ii) any rescission, waiver, amendment or modification of, or any release of any Borrower from, any of the terms or provisions of, this Agreement or any other Loan Document, or (iii) the failure to perfect any security interest in, or the release of, any of the Collateral or other security held by or on behalf of the Bank. (b) The obligations of each Borrower to pay the Obligations in full hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the payment in full in cash of the Obligations after the termination of any obligation of Bank to any Borrower under any Loan Document), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Borrower hereunder shall not be discharged or impaired or otherwise affected by the failure of the Bank to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of any of the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Borrower or that would otherwise operate as a discharge of any Borrower as a matter of law or equity (other than the payment in full in cash of all the Obligations after termination of any obligation of Bank to any Borrower under any Loan Document).. 42 (c) To the fullest extent permitted by applicable law, other than mandatory counterclaims, each Borrower waives any defense based on or arising out of any defense of any other Borrower or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Borrower, other than the payment in full in cash of all the Obligations after the termination of any obligation of Bank to any Borrower under any Loan Document. The Bank may, at its election, foreclose on any security held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any Borrower, or exercise any other right or remedy available to it against any Borrower, without affecting or impairing in any way the liability of any Borrower hereunder except to the extent that all the Obligations have been indefeasibly paid in full in cash and performed in full after the termination of any obligation of the Bank to any Borrower under any Loan Document. Pursuant to applicable law, each Borrower waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Borrower against any other Borrower, as the case may be, or any security. (d) Except as otherwise specifically provided herein, each Borrower is obligated to repay the Obligations as joint and several obligors under this Agreement. Upon payment by any Borrower of any Obligations, all rights of such Borrower against any other Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Obligations and the termination of any obligations of Bank to any Borrower under any Loan Document. If any amount shall erroneously be paid to any Borrower on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of any Borrower, such amount shall be held in trust for the benefit of the Bank and shall forthwith be paid to the Bank to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of this Agreement and the other Loan Documents. (e) Each Borrower hereby agrees to keep each other Borrower fully apprised at all times as to the status of its business, affairs, finances, and financial condition, and its ability to perform its Obligations under the Loan Documents, and in particular as to any adverse developments with respect thereto. Each Borrower hereby agrees to undertake to keep itself apprised at all times as to the status of the business, affairs, finances, and financial condition of each other Borrower, and of the ability of each other Borrower to perform its Obligations under the Loan Documents, and in particular as to any adverse developments with respect to any thereof. Each Borrower hereby agrees, in light of the foregoing mutual covenants to inform each other, and to keep themselves and each other informed as to such matters, that the Bank shall have no duty to inform any Borrower of any information pertaining to the business, affairs, finances, or financial condition of any other Borrower, or pertaining to the ability of any other Borrower to perform its Obligations under the Loan Documents, even if such information is adverse, and even if such information might influence the decision of one or more of the Borrower to continue to be jointly and severally liable for, or to provide Collateral for, the Obligations of one or more of each other Borrower. To the fullest extent permitted by applicable law, each Borrower hereby expressly waives any duty by the Bank to inform any Borrower of any such information.. 43

Co Borrower Provisions. (a) For purposes of this Section 11.19, CSSE and SMV are referred to collectively, as the “Borrowers” and each as a “Borrower”. The Obligations are the joint Borrowers hereby acknowledge, understand, covenant and several obligation of each Borrower. To the fullest extent permitted by applicable law, the obligations of each Borrower hereunder shall not be affected by agree that: (i) the failure Borrowers are affiliates by common direct or indirect ownership, (ii) each Borrower desires to have the availability of Bank one common credit facility instead of separate credit facilities, (iii) each Borrower has requested that Lender extend such a common credit facility on the terms provided in this Agreement and in the other Loan Documents, (iv) Lender will be lending against, and relying on a Lien upon, all of the collateral given as security for the Loan even though all of the proceeds of the Loan may not be advanced directly to assert any claim a particular Borrower, (v) each Borrower will nonetheless benefit by the advance of all of the proceeds of the Loan by Lender and the availability of a single credit facility of a size greater than each could independently warrant, and (vi) no Borrower would be able to obtain the credit provided by Lender hereunder without the financial support provided by the other Borrowers; and b. each of the Obligations of a Borrower hereunder shall be unconditional irrespective of: (i) the validity or demand or to enforce or exercise any right or remedy against enforceability of the Obligations of any other Borrower under the provisions of this Agreement, any other Loan Document or under applicable law, (ii) any rescission, waiver, amendment or modification of, or any release of any Borrower from, any of the terms or provisions of, this Agreement or any of the other Loan DocumentDocuments; (ii) the absence of any attempt to collect the Obligations from any other Borrower, or any other security therefor, or the absence of any other action to enforce same; (iii) the waiver, consent, extension, forbearance, or granting of any indulgence by Lender with respect to any of the terms, conditions, or provisions of this Agreement or any of the other Loan Documents as against any other Borrower; (iv) the failure by Lender to take any steps to perfect any and maintain its security interest in, or the release ofto preserve its rights to, any security or collateral for the Obligations with respect to any other Borrower; (v) Lender’s election in any proceeding instituted under the Bankruptcy Code of the Collateral or other security held by or on behalf application of Section 11.191(b)(2) of the Bank. Bankruptcy Code; (bvi) The obligations any borrowing or grant of each Borrower to pay a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code; (vii) the disallowance of all or any portion of Lender’s claim(s) for the repayment of the Obligations in full hereunder shall not be subject to from any reduction, limitation, impairment other Borrower under Section 502 of the Bankruptcy Code; or termination for (viii) any reason other circumstances that might constitute a legal or equitable discharge or defense of any other Borrower (other than the actual indefeasible payment in full in cash of the Obligations); and c. with respect to any Obligations after the termination of any obligation Borrower arising as a result of Bank the joint and several liability of the Borrowers for the Loan with respect to all advances or other extensions of credit made to any of the other Borrowers hereunder, each of the Borrowers hereby waives, until the Obligations shall have been indefeasibly repaid in full and this Agreement and the other Loan Documents shall have been cancelled and terminated, any right to enforce any right of subrogation or any remedy that Lender now has or may hereafter have against any other Borrower under or any Loan Document), including endorser of all or any claim of waiver, release, surrender, alteration or compromise of any portion of the Obligations, and shall not be subject any benefit of, and right to participate in, any defense security or setoff, counterclaim, recoupment or termination whatsoever by reason of collateral given to Lender to secure the invalidity, illegality or unenforceability of any repayment of the Obligations or otherwiseany other liability or obligation of any Borrower to Lender. Without Upon the occurrence and during the continuance of any Event of Default, Lender may proceed directly and immediately, without notice, against any Borrower to collect and recover the full amount, or any portion of, the Obligations without first proceeding against any other Borrower or any other person or entity or against any security or collateral for the Obligations, each Borrower hereby agreeing that Lender shall be under no obligation to marshal any assets in favor of any Borrower or against or in payment of any or all of the Obligations; and d. it is intended by the Borrowers and Lender that the terms, conditions, and provisions of this Agreement are severable, and that the joint and several nature of the liability of each Borrower for the Obligations not constitute a fraudulent conveyance under the Uniform Fraudulent Transfer Act, as in effect from time to time (hereinafter referred to as the “UFTA”), the Uniform Fraudulent Conveyance Act, as in effect from time to time (hereinafter referred to as the “UFCA”), or Section 548 of the Bankruptcy Code, or as a fraudulent conveyance or fraudulent transfer under the applicable provisions of any other state or federal bankruptcy, insolvency, fraudulent transfer or conveyance, liquidation, conservatorship, moratorium, rearrangement, receivership, reorganization, debtor relief, or other law affecting the rights of creditors generally (hereinafter collectively referred to as “Debtor Relief Laws”) and that, in any action or proceeding involving any Debtor Relief Laws: (i) if any clause or provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision in this Agreement in any jurisdiction; and (ii) if all or any portion of (A) the Obligations or (B) any security interest in any collateral granted by any Borrower in favor or for the benefit of Lender in connection with the Obligations is held or determined to be void, invalid, or unenforceable against any Borrower as a fraudulent conveyance or fraudulent transfer on account of or as a result of the amount of such Borrower’s aggregate liability under the Loan, then, notwithstanding any other term, condition, or provision of this Agreement or any other Loan Document to the contrary, the aggregate amount of such liability shall be, without any further action by Lender, the Borrowers, or any other person or entity, automatically limited and reduced to the highest amount which is valid and enforceable against such Borrower as determined in such action or proceeding to not constitute such a fraudulent conveyance or fraudulent transfer, which amount (without limiting the generality of the foregoing) may be an amount which is not greater than the greatest of: (A) the fair consideration actually received by such Borrower under the terms of and as a result of the Loan, including, without limiting the generality of the foregoing, and to the obligations extent not inconsistent with applicable federal and state law affecting the enforceability of each Borrower hereunder shall not be discharged notes generally, distributions or impaired or otherwise affected by the failure of the Bank advances made to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of any of the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Borrower or that would otherwise operate as a discharge of any Borrower as a matter of law or equity (other than the payment in full in cash of all the Obligations after termination of any obligation of Bank to any Borrower under any Loan Document). (c) To the fullest extent permitted by applicable law, other than mandatory counterclaims, each Borrower waives any defense based on or arising out of any defense of any other Borrower or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Borrower, other than the payment in full in cash of all the Obligations after the termination of any obligation of Bank to any Borrower under any Loan Document. The Bank may, at its election, foreclose on any security held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation Borrowers with any Borrower, or exercise any other right or remedy available to it against any Borrower, without affecting or impairing in any way the liability of any Borrower hereunder except to the extent that all the Obligations have been indefeasibly paid in full in cash and performed in full after the termination of any obligation proceeds of the Bank to any Borrower under any Loan Document. Pursuant to applicable law, each Borrower waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Borrower against any other Borrower, as the case may be, or any security. (d) Except as otherwise specifically provided herein, each Borrower is obligated to repay the Obligations as joint credit extended hereunder in exchange for its execution and several obligors under this Agreement. Upon payment by any Borrower of any Obligations, all rights of such Borrower against any other Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Obligations and the termination of any obligations of Bank to any Borrower under any Loan Document. If any amount shall erroneously be paid to any Borrower on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of any Borrower, such amount shall be held in trust for the benefit of the Bank and shall forthwith be paid to the Bank to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms delivery of this Agreement and the other Loan Documents; or (B) the excess of (1) the amount of the fair saleable value of the assets of such Borrower as of the date of this Agreement as determined in accordance with applicable federal and state law governing determinations of the insolvency of debtors as in effect on the date thereof over (2) the amount of all liabilities of such Borrower as of the date of this Agreement, also as determined on the basis of applicable federal and state law governing the insolvency of debtors as in effect on the date thereof; or (C) the maximum amount of liability under the Loan which could be asserted against such Borrower hereunder without (1) rendering such Borrower “insolvent” within the meaning of Section 101(31) of the Bankruptcy Code, Section 2 of the UFTA, or Section 2 of the UFCA, (2) leaving such Borrower with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (3) leaving such Borrower unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA. e. if (ei) Each any court of competent jurisdiction holds that the Borrowers are guarantors and not jointly and severally liable for the Loan or (ii) bankruptcy or reorganization proceedings at any time are instituted by or against any Borrower under any Debtor Relief Laws, each Borrower hereby: (A) until indefeasible payment in full in cash of the Obligations, hereby agrees to keep each other Borrower fully apprised at all times as expressly and irrevocably waives, to the status fullest extent possible, on behalf of its businesssuch Borrower, affairsany and all rights at law or in equity to subrogation, financesto reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of a claim against any person or entity, and financial conditionthat such Borrower may have or hereafter acquire against any person or entity in connection with or as a result of such Borrower’s execution, delivery, and/or performance of this Agreement or any of the other Loan Documents to which such Borrower is a party or otherwise; (B) expressly and irrevocably waives any “claim” (as such term is defined in the Bankruptcy Code) of any kind against any other Borrower, and its ability further agrees that it shall not have or assert any such rights against any person or entity (including any surety), either directly or as an attempted set off to perform its Obligations under any action commenced against such Borrower by Lender or any other person or entity; and (C) acknowledges and agrees (1) that this waiver is intended to benefit Lender and shall not limit or otherwise affect such Borrower’s liability hereunder or the enforceability of this Agreement or any of the other Loan Documents, and (2) that Lender and its successors and assigns are intended beneficiaries of this waiver, and the agreements set forth in particular as to any adverse developments with respect thereto. Each Borrower hereby agrees to undertake to keep itself apprised at all times as to the status this Section 11.19 and their rights under this Section 11.19 shall survive payment in full of the business, affairs, finances, and financial condition Obligations; and f. in the event the obligations of each other Borrower, and any Borrower in connection with the Loan or any of the ability of each other Borrower Loan Documents are held or determined to perform its Obligations under the Loan Documentsbe void, and in particular as to any adverse developments with respect to any thereof. Each Borrower hereby agreesinvalid, or unenforceable, in light whole or in part, such holding or determination shall not impair or affect (i) the validity and enforceability of this Agreement or any of the foregoing mutual covenants to inform each other, and to keep themselves and each other informed as to such matters, that Loan Documents or the Bank shall have no duty to inform any Borrower of any information pertaining to the business, affairs, finances, or financial condition of any other Borrower, or pertaining to the ability of Obligations against any other Borrower or obligor, which validity and enforceability shall continue in full force and effect in accordance with the terms hereof; or (ii) the validity and enforceability of any clause or provision not so held to perform its be void, invalid or unenforceable as against the Borrowers; and g. to the extent that any payment to, or realization by, Lender on the Obligations under exceeds the Loan Documentslimitations of this Section 11.19 and is otherwise subject to avoidance and recovery in any such proceeding, even if the amount subject to avoidance shall in all events be limited to the amount by which such information is adverseactual payment or realization exceeds such limitation, and even if such information might influence this Agreement and the decision of one or more of the Borrower to continue to other Loan Documents as limited shall in all events remain in full force and effect and be jointly and severally liable for, or to provide Collateral for, the Obligations of one or more of fully enforceable against each other Borrower. To This Section 11.19 is intended solely to reserve the fullest rights of Lender hereunder against each Borrower, in such proceeding to the maximum extent permitted by applicable lawDebtor Relief Laws and/or other applicable laws and none of the Borrowers, each Borrower hereby expressly waives any duty by guarantor of the Bank to inform Obligations, or any Borrower of other person or entity shall have any right, claim, or defense under this Section 11.19 that would not otherwise be available under applicable Debtor Relief Laws and/or other applicable laws in such informationproceeding.