Common use of Continuing Obligation Clause in Contracts

Continuing Obligation. Each Guarantor acknowledges that the Lenders and the Administrative Agent have entered into this Agreement (and, to the extent that the Lenders or the Administrative Agent may enter into any future Loan Document, will have entered into such agreement) in reliance on this Article X being a continuing irrevocable agreement, and such Guarantor agrees that its guarantee may not be revoked in whole or in part. The obligations of the Guarantors hereunder shall terminate when the commitment of the Lenders to extend credit under this Agreement shall have terminated and all of the Obligations have been paid in full in cash and discharged; provided, however, that: (a) if a claim is made upon the Lenders at any time for repayment or recovery of any amounts or any property received by the Lenders from any source on account of any of the Obligations and the Lenders repay or return any amounts or property so received (including interest thereon to the extent required to be paid by the Lenders) or (b) if the Lenders become liable for any part of such claim by reason of (i) any judgment or order of any court or administrative authority having competent jurisdiction, or (ii) any settlement or compromise of any such claim, then the Guarantors shall remain liable under this Agreement for the amounts so repaid or property so returned or the amounts for which the Lenders become liable (such amounts being deemed part of the Obligations) to the same extent as if such amounts or property had never been received by the Lenders, notwithstanding any termination hereof or the cancellation of any instrument or agreement evidencing any of the Obligations. Not later than five days after receipt of notice from the Administrative Agent, the Guarantors shall jointly and severally pay to the Administrative Agent an amount equal to the amount of such repayment or return for which the Lenders have so become liable. Payments hereunder by a Guarantor may be required by the Administrative Agent on any number of occasions.

Continuing Obligation. Each Guarantor acknowledges that the Lenders and the Administrative Agent have entered into this Agreement (and, to the extent that the Lenders or the Administrative Agent may enter into any future Loan Credit Document, will have entered into such agreement) in reliance on this Article X Section 9 being a continuing irrevocable agreement, and such Guarantor agrees that its guarantee may not be revoked in whole or in part. The obligations of the Guarantors hereunder shall terminate when the commitment of the Lenders to extend credit under this Agreement shall have terminated and all of the Credit Obligations have been indefeasibly paid in full in cash immediately available funds and discharged; providedPROVIDED, howeverHOWEVER, that: (a) if a claim is made upon the Lenders at any time for repayment or recovery of any amounts or any property received by the Lenders from any source on account of any of the Credit Obligations and the Lenders repay or return any amounts or property so received (including interest thereon to the extent required to be paid by the Lenders) or (b) if the Lenders become liable for any part of such claim by reason of (i) any judgment or order of any court or administrative authority having competent jurisdiction, or (ii) any settlement or compromise of any such claim, then the Guarantors shall remain liable under this Agreement for the amounts so repaid or property so returned or the amounts for which the Lenders become liable (such amounts being deemed part of the Credit Obligations) to the same extent as if such amounts or property had never been received by the Lenders, notwithstanding any termination hereof or the cancellation of any instrument or agreement evidencing any of the Credit Obligations. Not later than five days after receipt of notice from the Administrative Agent, the Guarantors shall jointly and severally pay to the Administrative Agent an amount equal to the amount of such repayment or return for which the Lenders have so become liable. Payments hereunder by a Guarantor may be required by the Administrative Agent on any number of occasions.

Continuing Obligation. Each The Guarantor acknowledges that the Lenders and the Administrative Agent Buyers have entered into this the Securities Purchase Agreement (and, to the extent that the Lenders Buyers or the Administrative Agent may enter into any future Loan Transaction Document, will have entered into such agreement) in reliance on this Article X Section 2 being a continuing irrevocable agreement, and such the Guarantor agrees that its guarantee may not be revoked in whole or in part. The obligations of the Guarantors Guarantor hereunder shall terminate when the commitment of the Lenders to extend credit under this Agreement shall have terminated and all of the Credit Obligations have been indefeasibly paid in full in cash and discharged; provided, however, that: (a) if a claim is made upon the Lenders Buyers at any time for repayment or recovery of any amounts or any property received by the Lenders Buyers from any source on account of any of the Credit Obligations and the Lenders Buyers repay or return any amounts or property so received (including interest thereon to the extent required to be paid by the LendersBuyers) or (b) if the Lenders Buyers become liable for any part of such claim by reason of (i) any judgment or order of any court or administrative authority having competent jurisdiction, or (ii) any settlement or compromise of any such claim, then the Guarantors Guarantor shall remain liable under this Agreement for the amounts so repaid or property so returned or the amounts for which the Lenders Buyers become liable (such amounts being deemed part of the Credit Obligations) to the same extent as if such amounts or property had never been received by the LendersBuyers, notwithstanding any termination hereof or the cancellation of any instrument or agreement evidencing any of the Credit Obligations. Not later than five days after receipt of notice from the Administrative Agent, the Guarantors Guarantor shall jointly and severally pay to the Administrative Agent an amount equal to the amount of such repayment or return for which the Lenders Buyers have so become liable. Payments hereunder by a the Guarantor may be required by the Administrative Agent on any number of occasions.

Continuing Obligation. Each Guarantor acknowledges that the Lenders and the Administrative Agent have entered into this Agreement (and, to the extent that the Lenders or the Administrative Agent may enter into any future Loan Credit Document, will have entered into such agreement) in reliance on this Article X Section 9 being a continuing irrevocable agreement, and such Guarantor agrees that its guarantee may not be revoked in whole or in part. The obligations of the Guarantors hereunder shall terminate when the commitment of the Lenders to extend credit under this Agreement shall have terminated and all of the Credit Obligations have been indefeasibly paid in full in cash and discharged; provided, however, that: (a) if a claim is made upon the Lenders at any time for repayment or recovery of any amounts or any property received by the Lenders from any source on account of any of the Credit Obligations and the Lenders repay or return any amounts or property so received (including interest thereon to the extent required to be paid by the Lenders) or (b) if the Lenders become liable for any part of such claim by reason of (i) any judgment or order of any court or administrative authority having competent jurisdiction, or (ii) any settlement or compromise of any such claimclaim of which the Company has notice and an opportunity to comment, then the Guarantors shall remain liable under this Agreement for the amounts so repaid or property so returned or the amounts for which the Lenders become liable (such amounts being deemed part of the Credit Obligations) to the same extent as if such amounts or property had never been received by the Lenders, notwithstanding any termination hereof or the cancellation of any instrument or agreement evidencing any of the Credit Obligations. Not later than five days after receipt of notice from the Administrative Agent, the Guarantors shall jointly and severally pay to the Administrative Agent an amount equal to the amount of such repayment or return for which the Lenders have so become liable. Payments hereunder by a Guarantor may be required by the Administrative Agent on any number of occasions.

Continuing Obligation. Each Guarantor acknowledges that the Lenders and the Administrative Agent Note Purchasers have entered into this Agreement (and, to the extent that the Lenders Note Purchasers or the Administrative Agent Collateral Agents may enter into any future Loan Note Document, will have entered into such agreement) in reliance on this Article X SECTION 10 being a continuing irrevocable agreement, and such Guarantor agrees that its guarantee may not be revoked in whole or in part. The obligations of the Guarantors hereunder shall terminate when the commitment of the Lenders to extend credit under this Agreement shall have terminated and all of the Note Obligations have been paid in full in cash and discharged; provided, however, that: (a) 10.2.1. if a claim is made upon the Lenders Note Purchasers at any time for repayment or recovery of any amounts or any property received by the Lenders Note Purchasers from any source on account of any of the Note Obligations and the Lenders Note Purchasers repay or return any amounts or property so received (including interest thereon to the extent required to be paid by the Lenders) Note Purchasers), or (b) 10.2.2. if the Lenders Note Purchasers become liable for any part of such claim by reason of (i) any judgment or order of any court or administrative authority having competent jurisdiction, or (ii) any settlement or compromise of any such claim, then the Guarantors shall remain liable under this Agreement for the amounts so repaid or property so returned or the amounts for which the Lenders Note Purchasers become liable (such amounts being deemed part of the Note Obligations) to the same extent as if such amounts or property had never been received by the LendersNote Purchasers, notwithstanding any termination hereof or the cancellation of any instrument or agreement evidencing any of the Note Obligations. Not later than five days after receipt of notice from the Administrative AgentCollateral Agents, the Guarantors shall jointly and severally pay to the Administrative Agent Collateral Agents, for the benefit of the Note Purchasers, an amount equal to the amount of such repayment or return for which the Lenders Note Purchasers have so become liable. Payments hereunder by a Guarantor may be required by the Administrative Agent Collateral Agents on any number of occasions.

Continuing Obligation. Each The Guarantor acknowledges that the Lenders Noteholder has entered into the Securities Purchase Agreement and the Administrative Agent have entered into this Agreement other Related Agreements (and, to the extent that the Lenders or the Administrative Agent Noteholder may enter into any future Loan DocumentRelated Agreement, will have entered into such agreement) in reliance on this Article X Section 2 being a continuing irrevocable agreement, and such the Guarantor agrees that its guarantee may not be revoked in whole or in part. The obligations of the Guarantors Guarantor hereunder shall terminate when the commitment of the Lenders to extend credit under this Agreement shall have terminated and all of the Guaranteed Obligations have has been indefeasibly paid in full in cash and discharged; provided, however, that: (a) if a claim is made upon the Lenders Noteholder at any time for repayment or recovery of any amounts or any property received by the Lenders Noteholder from any source on account of any of the Guaranteed Obligations and the Lenders repay Noteholder repays or return returns any amounts or property so received (including interest thereon to the extent required to be paid by the LendersNoteholder) or (b) if the Lenders Noteholder become liable for any part of such claim by reason of (i) any judgment or order of any court or administrative authority having competent jurisdiction, or (ii) any settlement or compromise of any such claim, then the Guarantors Guarantor shall remain liable under this Agreement for the amounts so repaid or property so returned or the amounts for which the Lenders become Noteholder becomes liable (such amounts being deemed part of the Guaranteed Obligations) to the same extent as if such amounts or property had never been received by the LendersNoteholder, notwithstanding any termination hereof or the cancellation of any instrument or agreement evidencing any of the Guaranteed Obligations. Not later than five days after receipt of notice from the Administrative AgentNoteholder, the Guarantors Guarantor shall jointly and severally pay to the Administrative Agent Noteholder an amount equal to the amount of such repayment or return for which the Lenders have Noteholder has so become liable. Payments hereunder by a the Guarantor may be required by the Administrative Agent Noteholder on any number of occasions.

Continuing Obligation. Each Guarantor The Investor REIT acknowledges that the Lenders and the Administrative Agent Secured Parties have entered into this Agreement (and, to the extent that the Lenders or the Administrative Agent may enter into any future Loan Document, will have entered into such agreement) in reliance on this Article X VIII being a continuing irrevocable agreement, and such Guarantor the Investor REIT agrees that its guarantee this Guarantee may not be revoked in whole or in part. The obligations of the Guarantors hereunder Investor REIT under this Article VIII shall terminate when the commitment of the Lenders to extend credit under this Agreement shall have terminated and all of the Obligations have been indefeasibly paid in full in cash and discharged; provided, however, provided that: (a) if a claim is made upon the Lenders any Secured Party at any time for repayment or recovery of any amounts or any property received by the Lenders it from any source on account of any of the Obligations and the Lenders Secured Party is obligated to and does repay or return any amounts or property so received (including interest thereon to the extent required to be paid by the LendersSecured Party) or (b) if the Lenders become any Secured Party becomes liable for any part of such claim by reason of (i) any judgment or order of any court or administrative authority Governmental Authority having competent jurisdiction, or (ii) any settlement or compromise of any such claim, then the Guarantors Investor REIT shall remain liable under this Agreement for the amounts so repaid or property so returned or the amounts amount for which the Lenders become Secured Party becomes liable (such amounts being deemed part of the Obligations) to the same extent as if such amounts or property had never been received by the Lenderssuch Secured Party, notwithstanding any termination hereof or the cancellation of any instrument or agreement evidencing any of the Obligations. Not later than five fifteen (15) days after receipt of notice from the Administrative AgentAgent (together with evidence of payment), the Guarantors Investor REIT shall jointly and severally pay to the Administrative Agent Secured Party an amount equal to the amount of such repayment or return for which the Lenders have such Secured Party has so become liable. Payments hereunder by a Guarantor the Investor REIT may be required by the Administrative Agent any Secured Party on any number of occasions.

Continuing Obligation. Each Guarantor acknowledges that the Lenders and the Administrative Agent have entered into this Agreement (and, to the extent that the Lenders or the Administrative Agent may enter into any future Loan Credit Document, will have entered into such agreement) in reliance on this Article X Section 9 being a continuing irrevocable agreement, and such Guarantor agrees that its guarantee may not be revoked in whole or in part. The obligations of the Guarantors hereunder shall terminate when the commitment of the Lenders to extend credit under this Agreement shall have terminated and all of the Credit Obligations have been indefeasibly paid in full in cash immediately available funds and discharged; provided, however, that: (a) if a claim is made upon the Lenders at any time for repayment or recovery of any amounts or any property received by the Lenders from any source on account of any of the Credit Obligations and the Lenders repay or return any amounts or property so received (including interest thereon to the extent required to be paid by the Lenders) or (b) if the Lenders become liable for any part of such claim by reason of (i) any judgment or order of any court or administrative authority having competent jurisdiction, or (ii) any settlement or compromise of any such claim, then the Guarantors shall remain liable under this Agreement for the amounts so repaid or property so returned or the amounts for which the Lenders become liable (such amounts being deemed part of the Credit Obligations) to the same extent as if such amounts or property had never been received by the Lenders, notwithstanding any termination hereof or the cancellation of any instrument or agreement evidencing any of the Credit Obligations. Not later than five days after receipt of notice from the Administrative Agent, the Guarantors shall jointly and severally pay to the Administrative Agent an amount equal to the amount of such repayment or return for which the Lenders have so become liable. Payments hereunder by a Guarantor may be required by the Administrative Agent on any number of occasions.

Continuing Obligation. Each Guarantor acknowledges that the Lenders --------------------- and the Administrative Agent have entered into this Agreement (and, to the extent that the Lenders or the Administrative Agent may enter into any future Loan Credit Document, will have entered into such agreement) in reliance on this Article X Section 9 being a continuing irrevocable agreement, and such Guarantor agrees that its guarantee may not be revoked in whole or in part. The obligations of the Guarantors hereunder shall terminate when the commitment of the Lenders to extend credit under this Agreement shall have terminated and all of the Credit Obligations have been indefeasibly paid in full in cash and discharged; provided, however, that:: -------- ------- (a) if a claim is made upon the Lenders at any time for repayment or recovery of any amounts or any property received by the Lenders from any source on account of any of the Credit Obligations and the Lenders repay or return any amounts or property so received (including interest thereon to the extent required to be paid by the Lenders) or (b) if the Lenders become liable for any part of such claim by reason of (i) any judgment or order of any court or administrative authority having competent jurisdiction, or (ii) any settlement or compromise of any such claimclaim of which the Company has notice and an opportunity to comment, then the Guarantors shall remain liable under this Agreement for the amounts so repaid or property so returned or the amounts for which the Lenders become liable (such amounts being deemed part of the Credit Obligations) to the same extent as if such amounts or property had never been received by the Lenders, notwithstanding any termination hereof or the cancellation of any instrument or agreement evidencing any of the Credit Obligations. Not later than five days after receipt of notice from the Administrative Agent, the Guarantors shall jointly and severally pay to the Administrative Agent an amount equal to the amount of such repayment or return for which the Lenders have so become liable. Payments hereunder by a Guarantor may be required by the Administrative Agent on any number of occasions.

Continuing Obligation. Each Guarantor acknowledges that the Lenders and the Administrative Agent have entered into this Agreement (and, to the extent that the Lenders or the Administrative Agent may enter into any future Loan Credit Document, will have entered into such agreement) in reliance on this Article X Section 9 being a continuing irrevocable agreement, and such Guarantor agrees that its guarantee may not be revoked in whole or in part. The obligations of the Guarantors hereunder shall terminate when the commitment of the Lenders to extend credit under this Agreement shall have terminated and all of the Credit Obligations have been indefeasibly paid in full in cash and discharged; provided, however, that: (a) if a claim is made upon the Lenders at any time for repayment or recovery of any amounts or any property received by the Lenders from any source on account of any of the Credit Obligations and the Lenders repay or return any amounts or property so received (including interest thereon to the extent required to be paid by the Lenders) or (b) if the Lenders become liable for any part of such claim by reason of (i) any judgment or order of any court or administrative authority having competent jurisdiction, or (ii) any settlement or compromise of any such claim, then the Guarantors shall remain liable under this Agreement for the amounts so repaid or property so returned or the amounts for which the Lenders become liable (such amounts being deemed part of the Credit Obligations) to the same extent as if such amounts or property had never been received by the Lenders, notwithstanding any termination hereof or the cancellation of any instrument or agreement evidencing any of the Credit Obligations. Not later than five days after receipt of notice from the Administrative Agent, the Guarantors shall jointly and severally pay to the Administrative Agent an amount equal to the amount of such repayment or return for which the Lenders have so become liable. Payments hereunder by a Guarantor may be required by the Administrative Agent on any number of occasions.

Continuing Obligation. Each Guarantor acknowledges that the Lenders and the Administrative Agent have entered into this Agreement (and, to the extent that the Lenders or the Administrative Agent may enter into any future Loan Document, will have entered into such agreement) in reliance on this Article X Section 5 being a continuing irrevocable agreement, and such Guarantor agrees that its guarantee may not be revoked in whole or in part. The obligations of the Guarantors hereunder shall terminate when the commitment of the Lenders to extend credit under this Agreement shall have terminated and all of the Obligations have been indefeasibly paid in full in cash and discharged; providedPROVIDED, howeverHOWEVER, that: (a) if a claim is made upon the Lenders at any time for repayment or recovery of any amounts or any property received by the Lenders from any source on account of any of the Obligations and the Lenders repay or return any amounts or property so received (including interest thereon to the extent required to be paid by the Lenders) or (b) if the Lenders become liable for any part of such claim by reason of (i) any judgment or order of any court or administrative authority having competent jurisdiction, or (ii) any settlement or compromise of any such claim, then the Guarantors shall remain liable under this Agreement for the amounts so repaid or property so returned or the amounts for which the Lenders become liable (such amounts being deemed part of the Obligations) to the same extent as if such amounts or property had never been received by the Lenders, notwithstanding any termination hereof or the cancellation of any instrument or agreement evidencing any of the Obligations. Not later than five days after receipt of notice from the Administrative Agent, the Guarantors shall jointly and severally pay to the Administrative Agent an amount equal to the amount of such repayment or return for which the Lenders have so become liable. Payments hereunder by a Guarantor may be required by the Administrative Agent on any number of occasions.

Continuing Obligation. Each Guarantor acknowledges that the Lenders and the Administrative Agent Purchasers have entered into this Agreement (and, to the extent that the Lenders or the Administrative Agent Purchasers may enter into any future Loan Securities Document, will have entered into such agreement) in reliance on this Article X Section 11 being a continuing irrevocable agreement, and such Guarantor agrees that its guarantee may not be revoked in whole or in part. The obligations of the Guarantors hereunder shall terminate when the commitment of the Lenders to extend credit under this Agreement shall have terminated and all of the Note Obligations have been paid in full in cash and discharged; provided, however, that: (a) 11.2.1. if a claim is made upon the Lenders Noteholders at any time for repayment or recovery of any amounts or any property received by the Lenders Noteholders from any source on account of any of the Note Obligations and the Lenders Noteholders repay or return any amounts or property so received (including interest thereon to the extent required to be paid by the Lenders) Noteholders), or (b) 11.2.2. if the Lenders Noteholders become liable for any part of such claim by reason of (i) any judgment or order of any court or administrative authority having competent jurisdiction, or (ii) any settlement or compromise of any such claim, then the Guarantors shall remain liable under this Agreement for the amounts so repaid or property so returned or the amounts for which the Lenders Noteholders become liable (such amounts being deemed part of the Note Obligations) to the same extent as if such amounts or property had never been received by the LendersNoteholders, notwithstanding any termination hereof or the cancellation of any instrument or agreement evidencing any of the Note Obligations. Not later than five days after receipt of notice from the Administrative AgentRequired Security Holders, the Guarantors shall jointly and severally pay to the Administrative Agent each Noteholder, an amount equal to the amount of such repayment or return for which the Lenders have each such Noteholder has so become liable. Payments hereunder by a Guarantor may be required by the Administrative Agent Noteholders on any number of occasions.

Continuing Obligation. Each Guarantor acknowledges that the Lenders and the Administrative Agent have entered into this the Second Amended and Restated Credit Agreement (and, to the extent that the Lenders or the Administrative Agent may enter into any future Loan Credit Document, will have entered into such agreement) in reliance on this Article X Section 2 being a continuing irrevocable agreement, and such Guarantor agrees that its guarantee may not be revoked in whole or in part. The obligations of the Guarantors hereunder shall terminate when the commitment of the Lenders to extend credit under this the Second Amended and Restated Credit Agreement shall have terminated and all of the Credit Obligations have been indefeasibly paid in full in cash and discharged; provided, however, that: (a) if a claim is made upon the Lenders at any time for repayment or recovery of any amounts or any property received by the Lenders from any source on account of any of the Credit Obligations and the Lenders repay or return any amounts or property so received (including interest thereon to the extent required to be paid by the Lenders) or (b) if the Lenders become liable for any part of such claim by reason of (i) any judgment or order of any court or administrative authority having competent jurisdiction, or (ii) any settlement or compromise of any such claimclaim (provided that, except after the occurrence and during the continuance of an Event of Default, the Company shall have consented to such settlement or compromise, such consent not to be unreasonably withheld), then the Guarantors shall remain liable under this Agreement for the amounts so repaid or property so returned or the amounts for which the Lenders become liable (such amounts being deemed part of the Credit Obligations) to the same extent as if such amounts or property had never been received by the Lenders, notwithstanding any termination hereof or the cancellation of any instrument or agreement evidencing any of the Credit Obligations. Not later than five days after receipt of notice from the Administrative Agent, the Guarantors shall jointly and severally pay to the Administrative Agent an amount equal to the amount of such repayment or return for which the Lenders have so become liable. Payments hereunder by a Guarantor may be required by the Administrative Agent on any number of occasions.

Continuing Obligation. Each Guarantor acknowledges that the Lenders and the Administrative Agent have Lender has entered into this the Credit Agreement (and, to the extent that the Lenders or the Administrative Agent Lender may enter into any future Loan Credit Document, will have entered into such agreement) in reliance on this Article X Section 2 being a continuing irrevocable agreement, and such Guarantor agrees that its guarantee may not be revoked in whole or in part. The obligations of the Guarantors hereunder shall terminate when upon the commitment of the Lenders to extend credit under this Agreement shall have terminated and Final Maturity Date, PROVIDED that all of the Credit Obligations have been indefeasibly paid in full in cash and discharged; providedPROVIDED, howeverFURTHER, that: (a1) if a claim is made upon the Lenders Lender at any time for repayment or recovery of any amounts or any property received by the Lenders Lender from any source on account of any of the Credit Obligations and the Lenders repay Lender repays or return returns any amounts or property so received (including interest thereon to the extent required to be paid by the LendersLender) or (b2) if the Lenders become Lender becomes liable for any part of such claim by reason of (i) any judgment or order of any court or administrative authority having competent jurisdiction, jurisdiction or (ii) any settlement or compromise of any such claim, then the Guarantors shall remain liable under this Agreement for the amounts so repaid or property so returned or the amounts for which the Lenders become Lender becomes liable (such amounts being deemed part of the Credit Obligations) to the same extent as if such amounts or property had never been received by the LendersLender, notwithstanding any termination hereof or the cancellation of any instrument or agreement evidencing any of the Credit Obligations. Not later than five days after receipt of notice from the Administrative AgentLender, the Guarantors shall jointly and severally pay to the Administrative Agent Lender an amount equal to the amount of such repayment or return for which the Lenders have so Lender has become liable. Payments hereunder by a Guarantor may be required by the Administrative Agent Lender on any number of occasions.

Continuing Obligation. Each Guarantor acknowledges that the Lenders and the Administrative Agent Purchasers have entered into this the Purchase Agreement (and, to the extent that the Lenders or the Administrative Agent Purchasers may enter into any future Loan Credit Document, will have entered into such agreement) in reliance on this Article X Section 2 being a continuing irrevocable agreement, and such Guarantor agrees that its guarantee may not be revoked in whole or in part. The Subject to the terms of Section 2.11, the obligations of the Guarantors hereunder shall terminate when the commitment of the Lenders to extend credit under this Agreement shall have terminated and all of the Credit Obligations have been indefeasibly paid in full in cash and discharged; provided, however, that: (a) : if a claim is made upon the Lenders Purchasers at any time for repayment or recovery of any amounts or any property received by the Lenders Purchasers from any source on account of any of the Credit Obligations and the Lenders Purchasers repay or return any amounts or property so received (including interest thereon to the extent required to be paid by the LendersPurchasers) or (b) or if the Lenders Purchasers become liable for any part of such claim by reason of (i) any judgment or order of any court or administrative authority having competent jurisdiction, or (ii) any settlement or compromise of any such claim, then the Guarantors shall remain liable under this Agreement for the amounts so repaid or property so returned or the amounts for which the Lenders Purchasers become liable (such amounts being deemed part of the Credit Obligations) to the same extent as if such amounts or property had never been received by the LendersPurchasers, notwithstanding any termination hereof or the cancellation of any instrument or agreement evidencing any of the Credit Obligations. Not later than five days after receipt of notice from the Administrative AgentRequired Purchasers, the Guarantors shall jointly and severally pay to the Administrative Agent such Purchasers an amount equal to the amount of such repayment or return for which the Lenders such Purchasers have so become liable. Payments hereunder by a Guarantor may be required by the Administrative Agent Required Purchasers on any number of occasions.

Continuing Obligation. Each The Guarantor acknowledges that the Lenders and the Administrative Agent Symphony Funds have entered into this the Exchange Agreement (and, to the extent that the Lenders Symphony Funds, any Holder or holder of any interest in the Obligations or the Administrative Collateral Agent may enter into any future Loan Credit Document, will have entered into such agreement) in reliance on this Article X Section 2 being a continuing irrevocable agreement, and such the Guarantor agrees that its guarantee may not be revoked in whole or in part. The obligations of the Guarantors Guarantor hereunder shall terminate when the commitment of the Lenders to extend credit under this Agreement shall have terminated and all of the Obligations have been indefeasibly paid in full in cash and discharged; providedPROVIDED, howeverHOWEVER, that: (a) that if a claim is made upon the Lenders Holders at any time for repayment or recovery of any amounts or any property received by the Lenders Holders from any source on account of any of the Obligations and the Lenders Holders repay or return any amounts or property so received (including interest thereon to the extent required to be paid by the Lenders) or (b) if the Lenders become liable for any part of such claim by reason of (i) any judgment or order of any court or administrative authority having competent jurisdiction, or (ii) any settlement or compromise of any such claimHolders), then the Guarantors Guarantor shall remain liable under this Agreement for the amounts so repaid or property so returned or the amounts for which the Lenders Holders become liable (such amounts being deemed part of the Obligations) to the same extent as if such amounts or property had never been received by the LendersHolders, notwithstanding any termination hereof or the cancellation of any instrument or agreement evidencing any of the Obligations. Not later than five days after receipt of notice from the Administrative Collateral Agent, the Guarantors Guarantor shall jointly and severally pay to the Administrative Collateral Agent an amount equal to the amount of such repayment or return for which the Lenders Holders have so become liable. Payments hereunder by a the Guarantor may be required by the Administrative Collateral Agent on any number of occasions.

Continuing Obligation. Each Guarantor acknowledges that the Lenders and the Administrative Agent have entered into this Agreement (and, to the extent that the Lenders or the Administrative Agent may enter into any future Loan Credit Document, will have entered into such agreement) in reliance on this Article X Section 6 being a continuing irrevocable agreement, and such Guarantor agrees that its guarantee may not be revoked in whole or in partpart without the approval of the Required Lenders. The obligations of the Guarantors hereunder shall terminate when the commitment of the Lenders to extend credit under this Agreement shall have terminated and all of the Credit Obligations have been indefeasibly paid in full in cash immediately available funds and discharged; provided, however, that: (ai) if a claim is made upon the Lenders at any time for repayment or recovery of any amounts or any property received by the Lenders from any source on account of any of the Credit Obligations and the Lenders repay or return any amounts or property so received (including interest thereon to the extent required to be paid by the Lenders) or (bii) if the Lenders become liable for any part of such claim by reason of (ia) any judgment or order of any court or administrative authority having competent jurisdiction, jurisdiction or (iib) any settlement or compromise of any such claim, then the Guarantors shall remain liable under this Agreement for the amounts so repaid or property so returned or the amounts for which the Lenders become liable (such amounts being deemed part of the Credit Obligations) to the same extent as if such amounts or property had never been received by the Lenders, notwithstanding any termination hereof or the cancellation of any instrument or agreement evidencing any of the Credit Obligations. Not The Guarantors shall, not later than five days after receipt of notice from the Administrative Agent, the Guarantors shall jointly and severally pay to the Administrative Agent an amount equal to the amount of such repayment or return for which the Lenders have so become liable. Payments hereunder by a Guarantor may be required by the Administrative Agent or the Required Lenders on any number of occasions."

Continuing Obligation. Each Guarantor acknowledges that the Lenders and the Administrative Agent Purchasers have entered into this Agreement (and, to the extent that the Lenders Purchasers or the Administrative Agent may enter into any future Loan Note Document, will have entered into such agreement) in reliance on this Article X XV being a continuing irrevocable agreement, and such Guarantor agrees that its guarantee may not be revoked in whole or in part. The obligations of the Guarantors hereunder shall terminate when the commitment of the Lenders to extend credit under this Agreement shall have terminated and all of the Obligations have been paid in full in cash and discharged; provided, however, that: (a) if a claim is made upon the Lenders Purchasers at any time for repayment or recovery of any amounts or any property received by the Lenders Purchasers from any source on account of any of the Obligations and the Lenders Purchasers repay or return any amounts or property so received (including interest thereon to the extent required to be paid by the Lenders) Purchasers); or (b) if the Lenders Purchasers become liable for any part of such claim by reason of (i) any judgment or order of any court or administrative authority having competent jurisdiction, or (ii) any settlement or compromise of any such claim, , (c) then in either case the Guarantors shall remain liable under this Agreement for the amounts so repaid or property so returned or the amounts for which the Lenders Purchasers become liable (such amounts being deemed part of the Obligations) to the same extent as if such amounts or property had never been received by the LendersPurchasers, notwithstanding any termination hereof or the cancellation of any instrument or agreement evidencing any of the Obligations. Not later than five days after receipt of notice from Agent or the Administrative AgentRequired Purchasers, the Guarantors shall jointly and severally pay to the Administrative Agent Agent, for the benefit of the Purchasers, an amount equal to the amount of such repayment or return for which the Lenders Purchasers have so become liable. Payments hereunder by a Guarantor may be required by the Administrative Agent on any number of occasions.

Continuing Obligation. Each Guarantor acknowledges that the Lenders Survival. This Agreement is a continuing obligation and the Administrative Agent have entered into this Agreement (and, shall be binding upon and inure to the extent that benefit of and be enforceable by the Lenders or the Administrative Agent may enter into any future Loan Documentparties hereto and their respective successors, will have entered into such agreement) in reliance on this Article X being a continuing irrevocable agreement, transferees and such Guarantor agrees that its guarantee may not be revoked in whole or in part. The obligations of the Guarantors hereunder shall terminate when the commitment of the Lenders to extend credit under this Agreement shall have terminated and all of the Obligations have been paid in full in cash and dischargedassigns; provided, however, thatthat the Borrower may not assign or delegate all or any part of this Agreement without the prior written consent of the Bank. All representations and warranties of the Borrower contained herein or made in connection herewith shall survive the making of this Agreement or any payment made by the Bank under the Letter of Credit. The Bank may, in accordance with applicable law, from time to time assign or grant participations in this Agreement and/or the Letter of Credit issued hereunder. Without limitation of the foregoing generality: (ai) if a claim is made upon the Lenders The Bank may at any time for repayment or recovery of any amounts pledge all or any property received by portion of its rights under this Agreement and the Lenders from any source on account of Related Documents to any of the Obligations and 12 Federal Reserve Banks organized under Section 4 of the Lenders repay Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or return any amounts the enforcement thereof shall release the Bank from its obligations under this Agreement or property so received (including interest thereon to the extent required to be paid by the Lenders) orRelated Documents. (b) if the Lenders become liable for any part of such claim by reason of (i) any judgment or order of any court or administrative authority having competent jurisdiction, or (ii) The Bank shall have the unrestricted right at any settlement time and from time to time, and without the consent of or compromise notice to the Borrower, to grant to one or more banks or other financial institutions (each, a "Participant") participating interests in the Bank's obligations hereunder and/or under the Letter of Credit. In the event of any such claimgrant by the Bank of a participating interest to a Participant, then whether or not upon notice to the Guarantors Borrower, the Bank shall remain liable under this Agreement responsible for the amounts so repaid performance of its obligations hereunder and under the Letter of Credit and the Borrower shall continue to deal solely and directly with the Bank in connection with the Bank's rights and obligations hereunder. The Bank may furnish any information concerning the Borrower in its possession from time to time to prospective assignees and Participants; provided that the Bank shall require any such prospective assignee or property so returned or Participant to agree in writing to maintain the amounts for which the Lenders become liable (confidentiality of such amounts being deemed part of the Obligations) information to the same extent as if such amounts or property had never been received by the Lenders, notwithstanding any termination hereof or the cancellation of any instrument or agreement evidencing any of the Obligations. Not later than five days after receipt of notice from the Administrative Agent, the Guarantors shall jointly and severally pay to the Administrative Agent an amount equal to the amount of such repayment or return for which the Lenders have so become liable. Payments hereunder by a Guarantor may Bank would be required by the Administrative Agent on any number of occasionsto maintain such confidentiality.

Continuing Obligation. Each Guarantor acknowledges that the Lenders and the Administrative Agent have entered into this Agreement (and, to the extent that the Lenders or the Administrative Agent may enter into any future Loan Credit Document, will have entered into such agreement) in reliance on this Article X Section 9 being a continuing irrevocable agreement, and such Guarantor agrees that its guarantee may not be revoked in whole or in part. The obligations of the Guarantors hereunder shall terminate when the commitment of the Lenders to extend credit under this Agreement shall have terminated and all of the Credit Obligations have been paid in full in cash and discharged; provided, however, that: (a) if a claim is made upon the Lenders at any time for repayment or recovery of any amounts or any property received by the Lenders from any source on account of any of the Credit Obligations and the Lenders repay or return any amounts or property so received (including interest thereon to the extent required to be paid by the Lenders) or (b) if the Lenders become liable for any part of such claim by reason of (i) any judgment or order of any court or administrative authority having competent jurisdiction, or (ii) any settlement or compromise of any such claim, then the Guarantors shall remain liable under this Agreement for the amounts so repaid or property so returned or the amounts for which the Lenders become liable (such amounts being deemed part of the Credit Obligations) to the same extent as if such amounts or property had never been received by the Lenders, notwithstanding any termination hereof or the cancellation of any instrument or agreement evidencing any of the Credit Obligations. Not later than five days after receipt of notice from the Administrative Agent, the Guarantors shall jointly and severally pay to the Administrative Agent an amount equal to the amount of such repayment or return for which the Lenders have so become liable. Payments hereunder by a Guarantor may be required by the Administrative Agent on any number of occasions.

Continuing Obligation. Each Guarantor acknowledges that the Lenders and the Administrative Agent have entered into this Agreement (and, to the extent that the Lenders or the Administrative Agent may enter into any future Loan Document, will have entered into such agreement) in reliance on this Article X XIII being a continuing irrevocable agreement, and such Guarantor agrees that its guarantee guaranty may not be revoked in whole or in part. The obligations of the Guarantors hereunder shall terminate when the commitment of the Lenders to extend credit under this Agreement shall have terminated and all of the Obligations have been indefeasibly paid in full in cash and discharged; provided, however, that: (a) if a claim is made upon the Lenders at any time for repayment or recovery of any amounts or any property received by the Lenders from any source on account of any of the Obligations and the Lenders repay or return any amounts or property so received (including interest thereon to the extent required to be paid by the Lenders) or (b) if the Lenders become liable for any part of such claim by reason of (i) any judgment or order of any court or administrative authority having competent jurisdiction, or (ii) any settlement or compromise of any such claim, then the Guarantors shall remain liable under this Agreement for the amounts so repaid or property so returned or the amounts for which the Lenders become became liable (such amounts being 108 deemed part of the Obligations) to the same extent as if such amounts or property had never been received by the Lenders, notwithstanding any termination hereof or the cancellation of any instrument or agreement evidencing any of the Obligations. Not later than five days after receipt of notice from such the Administrative Agent, the Guarantors shall jointly and severally pay to the Administrative Agent an amount equal to the amount of such repayment or return for which the Lenders have so become liable. Payments hereunder by a Guarantor may be required by the Administrative Agent on any number of occasions.

Continuing Obligation. Each Guarantor acknowledges that the Lenders and the Administrative Agent have entered into this Agreement (and, to the extent that the Lenders or the Administrative Agent may enter into any future Loan Credit Document, will have entered into such agreement) in reliance on this Article X Section 6 being a continuing irrevocable agreement, and such Guarantor agrees that its guarantee may not be revoked in whole or in part. The obligations of the Guarantors hereunder shall terminate when the commitment of the Lenders to extend credit under this Agreement shall have terminated and all of the Credit Obligations have been indefeasibly paid in full in cash and discharged; providedPROVIDED, howeverHOWEVER, that: (a) if a claim is made upon the Lenders at any time for repayment or recovery of any amounts or any property received by the Lenders from any source on account of any of the Credit Obligations and the Lenders repay or return any amounts or property so received (including interest thereon to the extent required to be paid by the Lenders) or (b) if the Lenders become liable for any part of such claim by reason of (i) any judgment or order of any court or administrative authority having competent jurisdiction, or (ii) any settlement or compromise of any such claim, then the Guarantors shall remain liable under this Agreement for the amounts so repaid or property so returned or the amounts for which the Lenders become liable (such amounts being deemed part of the Credit Obligations) to the same extent as if such amounts or property had never been received by the Lenders, notwithstanding any termination hereof or the cancellation of any instrument or agreement evidencing any of the Credit Obligations. Not The Guarantors shall, not later than five days after receipt of notice from the Administrative Agent, the Guarantors shall jointly and severally pay to the Administrative Agent an amount equal to the amount of such repayment or return for which the Lenders have so become liable. Payments hereunder by a Guarantor may be required by the Administrative Agent on any number of occasions.

Continuing Obligation. Each Guarantor acknowledges that the Lenders and the Administrative Agent have entered into this Agreement (and, to the extent that the Lenders or the Administrative Agent may enter into any future Loan Document, will have entered into such agreement) in reliance on this Article X being a continuing irrevocable agreement, and such Guarantor agrees that its guarantee may This Guaranty shall not be revoked withdrawn by Guarantor and shall remain in whole or in part. The obligations full force and effect and shall be binding on Guarantor, its successors and assigns, for the benefit of the Guarantors hereunder shall terminate when the commitment of the Lenders to extend credit under this Agreement shall have terminated and all Company, until each of the Obligations have has been paid in full in cash full. Notwithstanding the foregoing, this Guaranty shall terminate automatically and discharged; provided, however, that: immediately without the giving of notice and Guarantor shall have no further obligations under this Guaranty as of the earliest of (a) the Effective Time and (b) the date that is 90 days from the date of the valid termination of the Merger Agreement; provided that if the Company asserts a claim is made upon the Lenders at any time for repayment or recovery of any amounts or any property received by the Lenders from any source on account payment of any of the Obligations or the Company commences an action with respect to this Guaranty in a court of competent jurisdiction, in each case prior to the time at which this Guaranty would otherwise terminate, then this Guaranty shall remain in full force and effect until the earlier of (A) the payment or satisfaction in full of the Obligations claimed by the Company to be owed (as the same may be finally determined by a court of competent jurisdiction or mutually agreed in writing by the parties) or (B) the final, non-appealable determination of a court of competent jurisdiction that no amounts are payable hereunder. For the avoidance of doubt, if the Company seeks, prior to the time at which this Guaranty would otherwise terminate, specific performance under the Equity Commitment Letter of PCI II’s obligations thereunder as set forth therein, this Guaranty shall remain outstanding during any period in which the Company continues to seek specific performance and until the earlier of the time that the Company ceases to seek specific performance or the final, non-appealable determination of a court of competent jurisdiction to grant or deny the Company’s request for specific performance. The termination of this Guaranty pursuant to this Section 8 shall not limit or affect the obligations of any party under the Merger Agreement or any other document or agreement executed or delivered in connection therewith, all of which shall survive until termination as provided therein. If the Company brings a valid claim to enforce this Guaranty pursuant to its terms and Guarantor fails to pay the Obligations when due and the Lenders repay Company seeks to collect the payment of such amounts through any litigation or return any amounts or property so received (including interest thereon other proceeding, then, to the extent required to be paid by the Lenders) or (b) if the Lenders become liable for any part Company prevails in such litigation or proceeding, Guarantor shall pay on demand all reasonable fees and out of such claim by reason of (i) any judgment or order of any court or administrative authority having competent jurisdiction, or (ii) any settlement or compromise of any such claim, then the Guarantors shall remain liable under this Agreement for the amounts so repaid or property so returned or the amounts for which the Lenders become liable (such amounts being deemed part pocket expenses of the Obligations) to the same extent as if Company in connection with such amounts litigation or property had never been received by the Lenders, notwithstanding any termination hereof or the cancellation of any instrument or agreement evidencing any of the Obligations. Not later than five days after receipt of notice from the Administrative Agent, the Guarantors shall jointly and severally pay to the Administrative Agent an amount equal to the amount of such repayment or return for which the Lenders have so become liable. Payments hereunder by a Guarantor may be required by the Administrative Agent on any number of occasionsproceeding.

Continuing Obligation. Each Guarantor acknowledges that the Lenders and the Administrative Agent have entered into this Agreement (and, to the extent that the Lenders or the Administrative Agent may enter into any future Loan Credit Document, will have entered into such agreement) in reliance on this Article X Section 9 being a continuing irrevocable agreement, and such Guarantor agrees that its guarantee may not be revoked in whole or in part. The obligations of the Guarantors hereunder shall terminate when the commitment of the Lenders to extend credit under this Agreement shall have terminated and all of the Credit Obligations have been indefeasibly paid in full in cash and discharged; provided, however, that: (a) if a claim is made upon the Lenders at any time for repayment or recovery of any amounts or any property received by the Lenders from any source on account of any of the Credit Obligations and the Lenders repay or return any amounts or property so received (including interest thereon to the extent required to be paid by the Lenders) oror Table of Contents (b) if the Lenders become liable for any part of such claim by reason of (i) any judgment or order of any court or administrative authority having competent jurisdiction, or (ii) any settlement or compromise of any such claimclaim of which the Company has notice and an opportunity to comment, then the Guarantors shall remain liable under this Agreement for the amounts so repaid or property so returned or the amounts for which the Lenders become liable (such amounts being deemed part of the Credit Obligations) to the same extent as if such amounts or property had never been received by the Lenders, notwithstanding any termination hereof or the cancellation of any instrument or agreement evidencing any of the Credit Obligations. Not later than five days after receipt of notice from the Administrative Agent, the Guarantors shall jointly and severally pay to the Administrative Agent an amount equal to the amount of such repayment or return for which the Lenders have so become liable. Payments hereunder by a Guarantor may be required by the Administrative Agent on any number of occasions.

Continuing Obligation. Each Guarantor acknowledges that the Lenders and the Administrative Agent Banks have entered into this Agreement (and, to the extent that the Lenders or the Administrative Agent Banks may enter into any future Loan Document, will have entered into such agreement) in reliance on this Article X Section 5A being a continuing irrevocable agreement, and such Guarantor agrees that its guarantee may not be revoked in whole or in part. The obligations of the Guarantors hereunder shall terminate when the commitment of the Lenders Banks to extend credit under this Agreement shall have terminated and all of the Obligations have been indefeasibly paid in full in cash and discharged; provided, however, that: (a) if a claim is made upon the Lenders Banks at any time for repayment or recovery of any amounts or any property received by the Lenders Banks from any source on account of any of the Obligations and the Lenders Banks repay or return any amounts or property so received (including interest thereon to the extent required to be paid by the LendersBanks) or (b) if the Lenders Banks become liable for any part of such claim by reason of (i) any judgment or order of any court or administrative authority having competent jurisdiction, or (ii) any settlement or compromise of any such claim, then the Guarantors shall remain liable under this Agreement for the amounts so repaid or property so returned or the amounts for which the Lenders Banks become liable (such amounts being deemed part of the Obligations) to the same extent as if such amounts or property had never been received by the LendersBanks, notwithstanding any termination hereof or the cancellation of any instrument or agreement evidencing any of the Obligations. Not later than five days after receipt of notice from the Administrative Agent, the Guarantors shall jointly and severally pay to the Administrative Agent an amount equal to the amount of such repayment or return for which the Lenders Banks have so become liable. Payments hereunder by a Guarantor may be required by the Administrative Agent on any number of occasions.

Continuing Obligation. Each Guarantor acknowledges that the Lenders and the Administrative Agent have entered into this the Amended and Restated Credit Agreement (and, to the extent that the Lenders or the Administrative Agent may enter into any future Loan Credit Document, will have entered into such agreement) in reliance on this Article X Section 2 being a continuing irrevocable agreement, and such Guarantor agrees that its guarantee may not be revoked in whole or in part. The obligations of the Guarantors hereunder shall terminate when the commitment of the Lenders to extend credit under this the Amended and Restated Credit Agreement shall have terminated and all of the Credit Obligations have been indefeasibly paid in full in cash and discharged; provided, however, that: (a) if a claim is made upon the Lenders at any time for repayment or recovery of any amounts or any property received by the Lenders from any source on account of any of the Credit Obligations and the Lenders repay or return any amounts or property so received (including interest thereon to the extent required to be paid by the Lenders) or (b) if the Lenders become liable for any part of such claim by reason of (i) any judgment or order of any court or administrative authority having competent jurisdiction, or (ii) any settlement or compromise of any such claimclaim (provided that, except after the occurrence and during the continuance of an Event of Default, the Company shall have consented to such settlement or compromise, such consent not to be unreasonably withheld), then the Guarantors shall remain liable under this Agreement for the amounts so repaid or property so returned or the amounts for which the Lenders become liable (such amounts being deemed part of the Credit Obligations) to the same extent as if such amounts or property had never been received by the Lenders, notwithstanding any termination hereof or the cancellation of any instrument or agreement evidencing any of the Credit Obligations. Not later than five days after receipt of notice from the Administrative Agent, the Guarantors shall jointly and severally pay to the Administrative Agent an amount equal to the amount of such repayment or return for which the Lenders have so become liable. Payments hereunder by a Guarantor may be required by the Administrative Agent on any number of occasions.

Continuing Obligation. Each Guarantor acknowledges that the Lenders and the Administrative Agent have entered into this the Credit Agreement (and, to the extent that the Lenders or the Administrative Agent may enter into any future Loan Credit Document, will have entered into such agreement) in reliance on this Article X Section 2 being a continuing irrevocable agreement, and such Guarantor agrees that its guarantee may not be revoked in whole or in part. The obligations of the Guarantors hereunder shall terminate when the commitment of the Lenders to extend credit under this the Credit Agreement shall have terminated and all of the Credit Obligations have been indefeasibly paid in full in cash and discharged; provided, however, that: (a) if a claim is made upon the Lenders at any time for repayment or recovery of any amounts or any property received by the Lenders from any source on account of any of the Credit Obligations and the Lenders repay or return any amounts or property so received (including interest thereon to the extent required to be paid by the Lenders) or (b) if the Lenders become liable for any part of such claim by reason of (i) any judgment or order of any court or administrative authority having competent jurisdiction, or (ii) any settlement or compromise of any such claim, then the Guarantors shall remain liable under this Agreement for the amounts so repaid or property so returned or the amounts for which the Lenders become liable (such amounts being deemed part of the Credit Obligations) to the same extent as if such amounts or property had never been received by the Lenders, notwithstanding any termination hereof or the cancellation of any instrument or agreement evidencing any of the Credit Obligations. Not later than five days after receipt of notice from the Administrative Agent, the Guarantors shall jointly and severally pay to the Administrative Agent an amount equal to the amount of such repayment or return for which the Lenders have so become liable. Payments hereunder by a Guarantor may be required by the Administrative Agent on any number of occasions.

Continuing Obligation. Each Guarantor Holdings acknowledges that the Lenders Banks and the Administrative Agent Agents have entered into this Agreement (and, to the extent that the Lenders Banks or the Administrative Agent may enter into any future Loan Credit Document, will have entered into such agreement) in reliance on this Article X this Section 9 being a continuing irrevocable agreement, and such Guarantor Holdings agrees that its guarantee may not be revoked in whole or in part. The obligations of the Guarantors Holdings hereunder shall terminate when the commitment of the Lenders Banks to extend credit under this Agreement shall have terminated and all of the Obligations have been paid in full in cash Cash and discharged; providedPROVIDED, howeverHOWEVER, that: (a) if a claim is made upon the Lenders Banks at any time for repayment or recovery of any amounts or any property received by the Lenders Banks from any source on account of any of the Obligations and the Lenders Banks repay or return any amounts or property so received (including interest thereon to the extent required to be paid by the LendersBanks) or (b) if the Lenders Banks become liable for any part of such claim by reason of (i) any judgment or order of any court or administrative authority having competent jurisdiction, or (ii) any settlement or compromise of any such claim, . then the Guarantors Holdings shall remain liable under this Agreement for the amounts so repaid or property so returned or the amounts for which the Lenders Banks become liable (such amounts being deemed part of the Obligations) to the same extent as if such amounts or property had never been received by the LendersBanks, notwithstanding any termination hereof or the cancellation of any instrument or agreement evidencing any of the Obligations. Not later than five days after receipt of notice from the Administrative Agent, the Guarantors Holdings shall jointly and severally pay to the Administrative Agent an amount equal to the amount of such repayment or return for which the Lenders Banks have so become liable. Payments hereunder by a Guarantor Holdings may be required by the Administrative Agent on any number of occasions.

Continuing Obligation. Each Guarantor acknowledges that the Lenders and the Administrative Agent have entered into this Agreement (and, to the extent that the Lenders or the Administrative Agent may enter into any future Loan Credit Document, will have entered into such agreement) in reliance on this Article X Section 9 being a continuing irrevocable agreement, and such Guarantor agrees that its guarantee may not be revoked in whole or in part. The obligations of the Guarantors hereunder shall terminate when the commitment of the Lenders to extend credit under this Agreement shall have terminated and all of the Credit Obligations have been indefeasibly paid in full in cash immediately available funds and discharged; provided, howeverhowever , that: (a) if a claim is made upon the Lenders at any time for repayment or recovery of any amounts or any property received by the Lenders from any source on account of any of the Credit Obligations and the Lenders repay or return any amounts or property so received (including interest thereon to the extent required to be paid by the Lenders) or (b) if the Lenders become liable for any part of such claim by reason of (i) any judgment or order of any court or administrative authority having competent jurisdiction, or (ii) any settlement or compromise of any such claim, then the Guarantors shall remain liable under this Agreement for the amounts so repaid or property so returned or the amounts for which the Lenders become liable (such amounts being deemed part of the Credit Obligations) to the same extent as if such amounts or property had never been received by the Lenders, notwithstanding any termination hereof or the cancellation of any instrument or agreement evidencing any of the Credit Obligations. Not later than five days after receipt of notice from the Administrative Agent, the Guarantors shall jointly and severally pay to the Administrative Agent an amount equal to the amount of such repayment or return for which the Lenders have so become liable. Payments hereunder by a Guarantor may be required by the Administrative Agent on any number of occasions.

Continuing Obligation. Each Guarantor acknowledges that the Lenders --------------------- and the Administrative Agent have entered into this Agreement (and, to the extent that the Lenders or the Administrative Agent may enter into any future Loan Credit Document, will have entered into such agreement) in reliance on this Article X Section 9 being a continuing irrevocable agreement, and such Guarantor agrees that its guarantee may not be revoked in whole or in part. The obligations of the Guarantors hereunder shall terminate when the commitment of the Lenders to extend credit under this Agreement shall have terminated and all of the Credit Obligations have been indefeasibly paid in full in cash immediately available funds and discharged; provided, however, that:: -------- ------- (a) if a claim is made upon the Lenders at any time for repayment or recovery of any amounts or any property received by the Lenders from any source on account of any of the Credit Obligations and the Lenders repay or return any amounts or property so received (including interest thereon to the extent required to be paid by the Lenders) or (b) if the Lenders become liable for any part of such claim by reason of (i) any judgment or order of any court or administrative authority having competent jurisdiction, or (ii) any settlement or compromise of any such claim, then the Guarantors shall remain liable under this Agreement for the amounts so repaid or property so returned or the amounts for which the Lenders become liable (such amounts being deemed part of the Credit Obligations) to the same extent as if such amounts or property had never been received by the Lenders, notwithstanding any termination hereof or the cancellation of any instrument or agreement evidencing any of the Credit Obligations. Not later than five days after receipt of notice from the Administrative Agent, the Guarantors shall jointly and severally pay to the Administrative Agent an amount equal to the amount of such repayment or return for which the Lenders have so become liable. Payments hereunder by a Guarantor may be required by the Administrative Agent on any number of occasions.

Continuing Obligation. Each Guarantor Borrower and each Subsidiary acknowledges that the Lenders and the Administrative Agent have Lender has entered into this Agreement (and, to the extent that the Lenders or the Administrative Agent may enter into any future Loan Document, will have entered into such agreement) Debenture in reliance on this Article X Section 5 being a continuing irrevocable agreement, and such Guarantor Borrower and each Subsidiary agrees that its guarantee may not be revoked in whole or in part. The obligations of the Guarantors Borrowers and each Subsidiary hereunder shall terminate when the commitment of the Lenders to extend credit under this Agreement shall have terminated and all of the Secured Obligations have been indefeasibly paid in full in cash and discharged; provided, however, that: (a1) if a claim is made upon the Lenders Lender at any time for repayment or recovery of any amounts or any property received by the Lenders Lender from any source on account of any of the Secured Obligations and the Lenders repay Lender repays or return returns any amounts or property so received (including interest thereon to the extent required to be paid by the LendersLender) or (b2) if the Lenders become Lender becomes liable for any part of such claim by reason of (i) any judgment or order of any court or administrative authority having competent jurisdiction, or (ii) any settlement or compromise of any such claimclaim (provided that, except after the occurrence and during the continuance of an Event of Default, the Borrower shall have consented to such settlement or compromise, such consent not to be unreasonably withheld), then the Guarantors Borrower and each Subsidiary shall remain liable under this Agreement for the amounts so repaid or property so returned or the amounts for which the Lenders become Lender becomes liable (such amounts being deemed part of the Secured Obligations) to the same extent as if such amounts or property had never been received by the LendersLender, notwithstanding any termination hereof or the cancellation of any instrument or agreement evidencing any of the Secured Obligations. Not later than five days after receipt of notice from the Administrative AgentLender, the Guarantors Borrower and each Subsidiary shall jointly and severally pay to the Administrative Agent Lender an amount equal to the amount of such repayment or return for which the Lenders have Lender has so become liable. Payments hereunder by a Guarantor the Borrower and each Subsidiary may be required by the Administrative Agent Lender on any number of occasions.

Continuing Obligation. Each Guarantor acknowledges that the Lenders and the Administrative Agent have entered into this Agreement (and, to the extent that the Lenders or the Administrative Agent may enter into any future Loan Credit Document, will have entered into such agreement) in reliance on this Article X Section 6 being a continuing irrevocable agreement, and such Guarantor agrees that its guarantee may not be revoked in whole or in part. The obligations of the Guarantors hereunder shall terminate when the commitment of the Lenders to extend credit under this Agreement shall have terminated and all of the Credit Obligations have been indefeasibly paid in full in cash and discharged; provided, however, that: (a) if a claim is made upon the Lenders at any time for repayment or recovery of any amounts or any property received by the Lenders from any source on account of any of the Credit Obligations and the Lenders repay or return any amounts or property so received (including interest thereon to the extent required to be paid by the Lenders) or (b) if the Lenders become liable for any part of such claim by reason of (i) any judgment or order of any court or administrative authority having competent jurisdiction, or (ii) any settlement or compromise of any such claim, then the Guarantors shall remain liable under this Agreement for the amounts so repaid or property so returned or the amounts for which the Lenders become liable (such amounts being deemed part of the Credit Obligations) to the same extent as if such amounts or property had never been received by the Lenders, notwithstanding any termination hereof or the cancellation of any instrument or agreement evidencing any of the Credit Obligations. Not The Guarantors shall, not later than five days after receipt of notice from the Administrative Agent, the Guarantors shall jointly and severally pay to the Administrative Agent an amount equal to the amount of such repayment or return for which the Lenders have so become liable. Payments hereunder by a Guarantor may be required by the Administrative Agent on any number of occasions.

Continuing Obligation. Each Guarantor acknowledges that Within a reasonable time, not exceeding five days after the Lenders receipt of the written statement referred to in subsection 8(A) and surrender of the Convertible Note as aforesaid, the Company shall issue and deliver to the holder thereof (hereinafter in this subsection, the term "holder" shall include the nominee of any such holder), registered in the name of such holder, a certificate or certificates for the number of full shares of Conversion Stock issuable upon the conversion of such Convertible Note (or specified portion thereof), bearing the restrictive legend required by subsection 8(H). To the extent permitted by law, such conversion shall be deemed to have been effected and the Administrative Agent Conversion Price and the number of shares of Conversion Stock issuable in connection with such conversion shall be determined as of the close of business on the date on which such written statement shall have entered into this Agreement (andbeen received by the Company and the Convertible Note shall have been surrendered as aforesaid, and at such time the rights of the holder of the Convertible Note as to the extent that converted portion of the Lenders or principal of the Administrative Agent may enter into any future Loan Document, will have entered into such agreement) in reliance on this Article X being a continuing irrevocable agreementConvertible Note shall cease, and the person or persons in whose name or names any certificate or certificates for shares of Conversion Stock shall be issuable upon such Guarantor agrees that its guarantee may not conversion shall be revoked deemed to have become the holder or holders of record of the shares represented thereby. The Company will, at the time of such conversion, in whole or in part. The obligations , upon request of the Guarantors hereunder shall terminate when the commitment holder of the Lenders Convertible Note, acknowledge in writing its continuing obligation to extend credit such holder in respect of any rights (including, without limitation, any right of registration of the shares of Conversion Stock issued upon such conversion) to which such holder shall continue to be entitled under this Agreement shall have terminated and all (including issuance of a new Convertible Note for any non-converted portion of the Obligations have been paid in full in cash and dischargedConvertible Note) after such conversion; provided, however, that: (a) if a claim is made upon that the Lenders at failure of such holder to make any time for repayment or recovery of any amounts or any property received by such requests shall not affect the Lenders from any source on account of any continuing obligation of the Obligations and the Lenders repay or return any amounts or property so received (including interest thereon Company to the extent required to be paid by the Lenders) or (b) if the Lenders become liable for any part such holder in respect of such claim by reason of (i) any judgment or order of any court or administrative authority having competent jurisdiction, or (ii) any settlement or compromise of any such claim, then the Guarantors shall remain liable under this Agreement for the amounts so repaid or property so returned or the amounts for which the Lenders become liable (such amounts being deemed part of the Obligations) to the same extent as if such amounts or property had never been received by the Lenders, notwithstanding any termination hereof or the cancellation of any instrument or agreement evidencing any of the Obligations. Not later than five days after receipt of notice from the Administrative Agent, the Guarantors shall jointly and severally pay to the Administrative Agent an amount equal to the amount of such repayment or return for which the Lenders have so become liable. Payments hereunder by a Guarantor may be required by the Administrative Agent on any number of occasionsrights.

Continuing Obligation. Each Guarantor acknowledges that the Lenders and the Administrative Agent Note Purchasers have entered into this Agreement (and, to the extent that the Lenders Note Purchasers or the Administrative Collateral Agent may enter into any future Loan Note Document, will have entered into such agreement) in reliance on this Article X Note Guarantee, the Note Guarantee being a continuing irrevocable agreement, and such Guarantor agrees that its guarantee may not be revoked in whole or in part. The obligations of the Guarantors hereunder shall terminate when the commitment of the Lenders to extend credit under this Agreement shall have terminated and all of the Note Obligations have been paid in full in cash and discharged; provided, however, that: (a) 11.2.1. if a claim is made upon the Lenders Note Purchasers at any time for repayment or recovery of any amounts or any property received by the Lenders Note Purchasers from any source on account of any of the Note Obligations and the Lenders Note Purchasers repay or return any amounts or property so received (including interest thereon to the extent required to be paid by the Lenders) Note Purchasers), or (b) 11.2.2. if the Lenders Note Purchasers become liable for any part of such claim by reason of (i) any judgment or order of any court or administrative authority having competent jurisdiction, or (ii) any settlement or compromise of any such claim, then the Guarantors shall remain liable under this Agreement for the amounts so repaid or property so returned or the amounts for which the Lenders Note Purchasers become liable (such amounts being deemed part of the Guaranteed Obligations) to the same extent as if such amounts or property had never been received by the LendersNote Purchasers, notwithstanding any termination hereof or the cancellation of any instrument or agreement evidencing any of the Note Obligations. Not later than five (5) days after receipt of notice from the Administrative Collateral Agent, the Guarantors shall jointly and severally pay to the Administrative Agent Collateral Agent, for the benefit of the Note Purchasers, an amount equal to the amount of such repayment or return for which the Lenders Note Purchasers have so become liable. Payments hereunder by a Guarantor may be required by the Administrative Collateral Agent on any number of occasions. 11.2.3. The obligations and liabilities of the Guarantors hereunder shall not be released, discharged, limited or in any way affected by anything done, suffered or permitted by the Note Purchasers in connection with any monies advanced by the Note Purchasers to the Issuer or any security therefor, including any loss of or in respect of any security received by the Note Purchasers from the Issuer or others. It is agreed that the Note Purchasers, without releasing, discharging, limiting or otherwise affecting in whole or in part the Guarantors’ obligations and liabilities hereunder, may, without limiting the generality of the foregoing: 11.2.3.1. grant time, renewals, extensions, indulgences, releases and discharges to the Issuer; 11.2.3.2. take or abstain from taking securities or collateral from the Issuer or from perfecting securities or collateral of the Issuer; 11.2.3.3. release, discharge, compromise or otherwise deal with (with or without consideration) any and all collateral, mortgages or other security given by the Issuer or any third party with respect to the obligations or matters contemplated by this Agreement; 11.2.3.4. do, or omit to do, anything to enforce the payment or performance of any of the Note Obligations or the Guaranteed Obligations or take or abstain from taking security from the Issuer or any other person or to perfect or abstain from perfecting any security interest; 11.2.3.5. vary, compromise, exchange, renew, discharge, release, discharge, subordinate, postpone, abandon or otherwise deal with any of the Note Obligations or the Guaranteed Obligations or any security interest; 11.2.3.6. deal with or allow any creditor of the Issuer or the Guarantors or any of them or any other Person to deal with goods or property constituting collateral subject to any security interest; 11.2.3.7. accept compromises from the Issuer; 11.2.3.8. apply all monies at any time received from the Issuer or from securities upon such part of the Note Obligations in compliance with the Note Documents as the Note Purchasers may see fit or change any such application in whole or in part from time to time as the Note Purchasers may see fit; or 11.2.3.9. otherwise deal with the Issuer, each other Guarantor and all other Persons and securities in compliance with the Note Documents as the Note Purchasers may see fit. 11.2.4. The Note Purchasers shall not be bound or obliged to exhaust their recourse against the Issuer or any other Guarantor or any other persons or any securities, mortgage or collateral they may hold or take any other action (other than make demand) before being entitled to payment from a Guarantor hereunder. 11.2.5. Any account settled by or between the Note Purchasers and the Issuer with respect to the Notes shall be accepted by the Guarantors as conclusive evidence that the balance or amount thereby appearing due to the Note Purchasers is so due.

Continuing Obligation. Each Guarantor acknowledges that the Lenders and the Administrative Agent have entered into this the Credit Agreement (and, to the extent that the Lenders or the Administrative Agent may enter into any future Loan Credit Document, will have entered into such agreement) in reliance on this Article X Section 2 being a continuing irrevocable agreement, and such Guarantor agrees that its guarantee may not be revoked in whole or in part. The obligations of the Guarantors hereunder shall terminate when the commitment of the Lenders to extend credit under this the Credit Agreement shall have terminated and all of the Credit Obligations have been indefeasibly paid in full in cash and discharged; provided, however, that: (a) if a claim is made upon the Lenders at any time for repayment or recovery of any amounts or any property received by the Lenders from any source on account of any of the Credit Obligations and the Lenders are required to repay or return any amounts or property so received (including interest thereon to the extent required to be paid by the Lenders) ); or (b) if the Lenders become liable for any part of such claim by reason of (i) any judgment or order of any court or administrative authority having competent jurisdiction, or (ii) any settlement or compromise of any such claim, ; then the Guarantors shall remain liable under this Agreement for the amounts so repaid or property so returned or the amounts for which the Lenders become liable (such amounts being deemed part of the Credit Obligations) to the same extent as if such amounts or property had never been received by the Lenders, notwithstanding any termination hereof or the cancellation of any instrument or agreement evidencing any of the Credit Obligations. Not later than five days Business Days after receipt of notice from the Administrative Agent, the Guarantors shall jointly and severally pay to the Administrative Agent an amount equal to the amount of such repayment or return for which the Lenders have so become liable. Payments hereunder by a Guarantor may be required by the Administrative Agent on any number of occasions.

Continuing Obligation. Each The Guarantor acknowledges that the Lenders have agreed to continue to extend credit to the Borrowers under the Credit Agreement and the Administrative Agent have entered into this Agreement other Credit Documents (and, to the extent that the Lenders or the Administrative Agent may enter into any future Loan Credit Document, will have entered into such agreement) in reliance on this Article X Section 2 being a continuing irrevocable agreement, and such agreement until terminated as provided below in this Section 2.3. The Guarantor agrees that its guarantee may not be revoked in whole or in partpart until such termination. The obligations of the Guarantors Guarantor hereunder shall terminate when the commitment of the Lenders to extend credit under this the Credit Agreement shall have terminated and all of the Credit Obligations have been indefeasibly paid in full in cash and discharged; provided, however, that: (a) if a claim is made upon the Lenders at any time for repayment or recovery of any amounts or any property received by the Lenders from any source on account of any of the Credit Obligations and the Lenders repay or return any amounts or property so received (including interest thereon to the extent required to be paid by the Lenders) or (b) if the Lenders become liable for any part of such claim by reason of (i) any judgment or order of any court or administrative authority having competent jurisdiction, or (ii) any settlement or compromise of any such claim, whether as a result of a preference under the Bankruptcy Code or otherwise, then the Guarantors Guarantor shall remain liable under this Agreement Guarantee for the amounts so repaid or property so returned or the amounts for which the Lenders become liable (such amounts being deemed part of the Credit Obligations) to the same extent as if such amounts or property had never been received by the Lenders, notwithstanding any termination hereof or the cancellation of any instrument or agreement evidencing any of the Credit Obligations. Not later than five days after receipt of notice from the Administrative Agent, the Guarantors Guarantor shall jointly and severally pay to the Administrative Agent an amount equal to the amount of such repayment or return for which the Lenders have so become liable. Payments hereunder by a the Guarantor may be required by the Administrative Agent on any number of occasions.

Continuing Obligation. Each Guarantor acknowledges that the Lenders and the Administrative Agent have entered into this the Credit Agreement (and, to the extent that the Lenders or the Administrative Agent may enter into any future Loan Credit Document, will have entered into such agreement) in reliance on this Article X Section 2 being a continuing irrevocable agreement, and such Guarantor agrees that its guarantee may not be revoked in whole or in part. The obligations of the Guarantors hereunder shall terminate when the commitment of the Lenders to extend credit under this the Credit Agreement shall have terminated and all of the Credit Obligations have been indefeasibly paid in full in cash and discharged; providedPROVIDED, howeverHOWEVER, that: (a1) if a claim is made upon the Lenders at any time for repayment or recovery of any amounts or any property received by the Lenders from any source on account of any of the Credit Obligations and the Lenders repay or return any amounts or property so received (including interest thereon to the extent required to be paid by the Lenders) or (b2) if the Lenders become liable for any part of such claim by reason of (i) any judgment or order of any court or administrative authority having competent jurisdiction, or (ii) any settlement or compromise of any such claimclaim (provided that, except after the occurrence and during the continuance of an Event of Default, the Company shall have consented to such settlement or compromise, such consent not to be unreasonably withheld), then the Guarantors shall remain liable under this Agreement for the amounts so repaid or property so returned or the amounts for which the Lenders become liable (such amounts being deemed part of the Credit Obligations) to the same extent as if such amounts or property had never been received by the Lenders, notwithstanding any termination hereof or the cancellation of any instrument or agreement evidencing any of the Credit Obligations. Not later than five days after receipt of notice from the Administrative Agent, the Guarantors shall jointly and severally pay to the Administrative Agent an amount equal to the amount of such repayment or return for which the Lenders have so become liable. Payments hereunder by a Guarantor may be required by the Administrative Agent on any number of occasions.